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File No. 70-9053
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO THE
FORM U-1
APPLICATION AND DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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UNITIL CORPORATION
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
UNITIL POWER CORP.
UNITIL REALTY CORP.
UNITIL RESOURCES, INC.
UNITIL SERVICE CORP.
6 Liberty Lane West
Hampton, New Hampshire 03842
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(Name of company filing this statement and
address of principal executive offices)
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03842
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(Name of top registered holding
company parent of each applicant or declarant)
Gail A. Siart
Chief Financial Officer
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03842
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(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
William S. Lamb, Esq.
LeBoeuf, Lamb, Greene, and MacRae, L.L.P.
125 West 55th Street
New York, New York 10019 - 5389
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
Unitil Corporation ("UNITIL"), a New Hampshire corporation and a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), and its wholly owned subsidiary companies, Concord Electric Company
("Concord"), Exeter & Hampton Electric Company ("Exeter"), Fitchburg Gas and
Electric Light Company ("Fitchburg"), Unitil Power Corp. ("UNITIL Power"),
Unitil Realty Corp. ("UNITIL Realty"), Unitil Resources, Inc. ("UNITIL
Resources") and Unitil Service Corp. ("UNITIL Service") (the "Subsidiaries" and
together with UNITIL the "Applicants") hereby submit this Amendment No. 1 to the
application-declaration on Form U-1 with the Securities and Exchange Commission
(the "Commission") for authorization and approval under Sections 6(a) and 7,
9(a), 10 and 12(b) of the Act and Rules 43 and 45 thereunder with respect to the
following transactions:
(a) short-term borrowing by UNITIL through June 30, 2000 on a
revolving basis under current and proposed unsecured facilities
from certain banks up to an aggregate amount of $25 million for a
period of time through June 30, 2000;
(b) short-term borrowings by Fitchburg through June 30, 2000
pursuant to formal or informal credit lines up to $12,000,000; and
(c) in connection with the continued use of the system money pool
("Money Pool") by the Applicants, pursuant to the Cash Pooling and
Loan Agreement ("Pooling Agreement") among UNITIL and the
Subsidiaries dated as of February 1, 1985, as amended (attached
hereto as Exhibit B-1),(i) for Fitchburg to make loans to the
Subsidiaries and incur borrowings from the Applicants, and (ii)
for the Applicants to make loans to Fitchburg, both through
June 30, 2000.
By order dated July 11, 1995 the Applicants are currently authorized to
make unsecured short-term borrowings and to operate under the Money Pool, as
more fully described in the joint application-declaration on Form U-1, as
amended, in File No. 70-8623, and the Commission's order with respect thereto
(HCAR No. 26328). Pursuant to Rule 52, the continued operation of the Money Pool
does not require further Commission approval.
Neither UNITIL nor any subsidiary thereof presently has, or as a
consequence of the proposed transaction will have, an interest in any EWG or
foreign utility company ("FUCO"), as those terms are defined in Sections 32
and 33 of the Act, respectively. None of the proceeds from the proposed
transactions will be used to acquire any securities of, or any interest in, an
EWG or FUCO.
A. Bank Borrowing by UNITIL
In this application-declaration, UNITIL seeks to extend the authorization
through June 30, 2000 for its short-term bank borrowing arrangements, as
described herein.
As of March 31, 1997, UNITIL had three unsecured lines of credit: an
$8,000,000 unsecured line of credit from the Bank of Boston (attached hereto as
Exhibit B-2); an $8,000,000 unsecured line of credit from Fleet Bank - New
Hampshire (attached hereto as Exhibit B-3); and a $2,000,000 unsecured line of
credit with State Street Bank and Trust Company (attached hereto as Exhibit
B-4).
o The $8,000,000 unsecured line of credit from the Bank of Boston is
available to UNITIL through July 31,1997. Borrowings will bear an interest
rate which at all times shall be the greater of the rate of interest
announced publicly by Bank of Boston as the bank's corporate base rate or
50 basis points above the daily federal funds effective rate published by
the Federal Reserve Bank of New York. Except in unusual circumstances the
bank's corporate base rate would apply. In addition to the line, and for
the same period ending July 31, 1997, the Bank of Boston has approved an
informal money market lending arrangement for UNITIL. Under this
arrangement the Bank of Boston will entertain money market loan requests
for minimum amounts of $500,000 at money market rates fixed for a period of
up to 60 days. At no time may the combination of borrowings under the line
and money market loans exceed $8,000,000. In consideration for the
availability of the line of credit, the Bank of Boston will charge on a
quarterly in arrears basis, a fee in lieu of balances equivalent to 37.5
basis points times the line amount. The line of credit is available subject
to the Bank of Boston's continued satisfaction with the financial condition
of UNITIL and to no substantive changes in monetary or governmental
regulations.
o The $8,000,000 unsecured line of credit from Fleet Bank is available
to UNITIL through July 31, 1997. The interest rate for borrowing under the
facility is the lower of rates quoted to UNITIL as: 1) the bank's corporate
base rate as established by Fleet from time to time; or the bank's 1 month
reserve-adjusted Eurodollar rate plus 30 basis points; or, money market
rates that the bank may quote from time to time in its sole discretion. The
compensation for extending the facility is an administration fee of
$250.00, plus a fee equal to 25 basis points times the first $2,000,000 of
the line amount, payable quarterly in arrears. This line is available to
UNITIL subject to the bank's continued satisfaction with the financial
condition of UNITIL and its subsidiaries and to no substantive changes in
monetary or governmental regulations.
o The $2,000,000 unsecured line of credit with State Street Bank and
Trust Company is available to UNITIL through June 30, 1997. At UNITIL's
option, borrowings under the line bear interest at a rate per annum equal
to: 1) the bank's prime rate; or, 2) rates quoted to UNITIL at fixed rates
of interest at which the Bank is willing to make money market loans in
amounts and interest rate periods requested by UNITIL. Under this
arrangement, the prime rate is defined as the rate of interest announced by
the Bank of Boston, Massachusetts from time to time as its "Prime Rate".
Money market loans may be requested for interest periods of up to 90 days.
As compensation for this arrangement UNITIL pays a fee of 25 basis points
times the full amount of the facility. The fee is payable quarterly in
arrears. This line is available to UNITIL subject to the bank's continued
satisfaction with the financial condition of UNITIL and its subsidiaries
and to no substantive changes in monetary or governmental regulations.
The term "corporate base rate", as used in the above discussion of UNITIL's
short-term bank borrowing facilities, is synonymous with the prime rate, which
is announced publicly by the banks as the rate charged on loans to the largest
and most creditworthy business firms. The term "money market rate" refers to a
market based rate which is made available by the banks on an offering or "when
available" basis. Money market rates are offered by the banks, at a given point
in time, and will vary depending on a number of factors including: the
availability of bank funds, the bank's internal cost of funding, the
creditworthiness of the borrower, the term of the loan, the size of the loan and
the degree of competition among the banks in a market. The money market rate
offered by a bank is normally a lower rate with more favorable terms and
conditions than its corporate base rate. Under its short-term bank borrowing
facilities, UNITIL borrows at its banks' money market rates when such rates are
available and more favorable than corporate base rates. Any borrowings at money
market rates, under current facilities and facilities proposed below, do not and
will not exceed the prime rate for unsecured loans by the same bank.
UNITIL proposes to issue short-term notes pursuant to both formal and
informal lines of credit with lending institutions. UNITIL's current borrowing
agreements, described above and attached as Exhibits B-2, B-3 and B-4 are
typical of the forms of short-term notes proposed to be used by UNITIL.
Short-term unsecured promissory notes will be issued by UNITIL to a particular
lending institution prior to the first borrowing under that promissory note.
Borrowings will be evidenced on a "grid" schedule, in the form attached to each
promissory note and will be recorded the day that the request for borrowing is
made. The bank holding the respective promissory notes will maintain the record
of borrowings and repayments without the necessity of issuing additional notes.
UNITIL anticipates that the promissory notes used may vary from the forms
described above to reflect customary terms or particular lending practices and
policies of different lending institutions, but otherwise will be substantially
similar.
UNITIL's present and proposed short-term borrowing arrangements provide,
and will provide, for borrowings at the so-called "base" or "prime" rates and
are subject to prepayment at the borrower's option. The borrowing rate shall
change as the base rate changes. In addition, short-term notes may provide
informal borrowings at "sub-prime" or "money market" rates which may be made
available under each credit line arrangement. Money market rates are fixed
rates. Under UNITIL's current short-term borrowing arrangements, money market
rate borrowings are not subject to prepayment. Money market rate borrowings
under the proposed facilities may or may not be subject to prepayment.
Borrowings under the proposed credit agreements will not exceed the shorter
of the term of the particular line of credit or nine months. Short-term notes
issued on a transactional basis, will be dated as of the date of issue, will
have a maximum term of nine months and will bear interest at the base or money
market rate, described above.
UNITIL requests authority to obtain both formal and informal credit lines
with a number of lending institutions. Formal credit lines under the proposed
facilities may be subject to compensating balances and/or fee requirements.
Compensating balance requirements will not exceed 5% of the committed credit
line amount, and fees will not exceed 50 basis points times the total line of
credit. UNITIL may change its credit line arrangements and obtain additional
formal or informal credit lines over time. The continued availability of such
credit lines is subject to the continued review of the lending institutions.
In addition, UNITIL requests authority to renew and extend current
short-term borrowings under the existing and proposed facilities as such
borrowings mature, to refund such short-term borrowings with other, similar
short-term borrowings, to repay such short-term borrowings or to increase their
amount from time to time up to an aggregate amount of $25 million, the maximum
limit approved by the UNITIL Board of Directors (see Attachment B-6). UNITIL
requests that the authority to undertake new short-term borrowing be granted
through June 30, 2000.
UNITIL expects to use the proceeds derived from short-term bank borrowings
authorized by this Commission pursuant to this application/declaration for: (i)
loans or advances to subsidiaries, through the Pooling Agreement, (ii) payment
of indebtedness, (iii) short-term cash needs which may arise due to payment
timing differences, and (iv) other general purposes.
B. Short-Term Borrowing by Fitchburg
Fitchburg requests that it be authorized by the Commission to incur
short-term borrowings from banks and the Money Pool in an aggregate principal
amount at any one time outstanding not to exceed $12,000,000, which is within
the maximum limit approved by its Board of Directors (see Attachment B-5).
It is anticipated that all short-term borrowings by Fitchburg will be made
pursuant to the Pooling Agreement. However, the Fitchburg board resolutions do
not prohibit Fitchburg from short-term borrowing outside of the Pooling
Agreement. Accordingly, Fitchburg seeks Commission authorization for short-term
borrowings up to $12,000,000 through the Pooling Agreement and through direct
borrowings from commercial banks.
Fitchburg will use the proceeds from its short-term borrowing primarily to
meet working capital requirements and provide interim financing for its utility
construction expenditures. In addition to construction and other physical
improvements, the funds will be used for normal debt and preferred stock sinking
fund redemptions.
Any short-term borrowing from commercial banks undertaken by Fitchburg will
be under terms and conditions substantially similar to the terms and conditions
of the current short-term borrowing agreements between UNITIL and its commercial
banks described above in Section A. Fitchburg proposes to issue short-term notes
pursuant to both formal and informal lines of credit with lending institutions.
Short-term promissory notes are expected to be issued to a particular lending
institution prior to the first borrowing under that promissory note from that
lender. Borrowings will be evidenced on a so called "grid" schedule, in the form
attached to each promissory note and will be recorded the day that the request
for borrowing is made. The bank holding the respective promissory notes will
maintain the record of borrowings and repayments without the necessity of
issuing additional notes. Fitchburg anticipates that the promissory notes used
may vary from the forms described above to reflect customary terms or particular
lending practices and policies of different lending institutions, but otherwise
will be substantially similar.
Short-term borrowing arrangements will provide for borrowings at the
so-called "base" or "prime" rates and will be subject to prepayment at the
borrower's option. In addition, short-term notes may provide informal borrowings
at "alternate base rates" "sub-prime" or "money market" rates which are to be
made available under the line of credit arrangements. Money market rates are
fixed rate loans and may or may not be subject to prepayment. Any borrowing at
money market rates will be at a rate not to exceed the prime rate for unsecured
loans by the same bank.
Borrowings under these credit agreements will not exceed the shorter of the
term of the particular line of credit or nine months. Short-term notes issues on
a transactional basis will be dated as of the date of issue, will have a maximum
term of nine months and will bear interest at the base or money market rate
described above.
Fitchburg requests authority to secure both formal and informal credit
lines with a number of lending institutions. Formal credit lines may be subject
to compensating balances and/or fee requirements. Compensating balance
requirements will not exceed 5% of the committed credit line amount, and fees
will not to exceed 50 basis points times the total line of credit. The
Subsidiaries may change their credit line arrangements and obtain additional
formal or informal credit lines over time.
UNITIL and the Subsidiaries will continue to file reports on the short-term
borrowings and money pool transactions on a quarterly basis within 30 days after
the end of each calendar quarter, and shall contain for each company: (a) the
maximum principal amount of short-term borrowings outstanding, (b) the average
interest rate for the Money Pool borrowings over the period and (c) the maximum
amount outstanding during the period for each source of outside borrowings. Pro
Forma Balance Sheets and Income Statements for UNITIL and Fitchburg giving
effect to requested maximum borrowings are attached.
C. Cash Pooling and Loan Agreement
All the Applicants currently participate in the Money Pool pursuant to the
Pooling Agreement among UNITIL and the Subsidiaries, attached as Exhibit B-1.
The Pooling Agreement allows UNITIL and the Subsidiaries to invest their surplus
funds and the Subsidiaries to obtain advances (i.e., borrow funds) from the
System's Money Pool. UNITIL Service administers the Money Pool for UNITIL and
the Subsidiaries on an "at cost basis". This arrangement is used to : (1)
provide the Subsidiaries with funds supplied internally by UNITIL and other
Subsidiaries (i.e., surplus funds) and from external sources (i.e., bank
borrowings), as described below; and (ii) invest surplus funds of UNITIL and the
Subsidiaries in various short-term money market instruments.
The Money Pool offers several advantages to UNITIL and the Subsidiaries,
including: lower overall short-term borrowing costs; a mechanism for each
Subsidiary to earn a higher return on interest from surplus funds; and a
decreased reliance on external funding sources. Lower borrowing costs are
derived from the elimination of the additional banking fees that would be
required if each Subsidiary had to maintain its own lines of credit and borrow
on its own, and from reduction in the short-term cost of money when UNITIL
borrows, in the aggregate, on behalf of the Subsidiaries, as opposed to each
Subsidiary borrowing on its own. In addition, the Money Pool provides a
mechanism for each Subsidiary to earn short-term interest on surplus funds that
are loaned to other Subsidiaries, at a rate normally charged by UNITIL's lead
bank instead of at the prevailing short-term investment rate. Overall, the Money
Pool arrangement allows UNITIL and the Subsidiaries to effectively maximize the
use of internally generated funds and, thereby, decrease the reliance on
external funding sources.
In connection with the continued use of the Money Pool by the Applicants
through June 30, 1999, Fitchburg seeks approval to make loans to the
Subsidiaries and incur borrowings from the Applicants, and the Applicants seek
approval to make loans to Fitchburg.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The fees, commissions and expenses of the Applicants expected to be paid or
incurred, directly or indirectly, in connection with the transactions described
above are estimated as follows:
Legal fees.......................................... $5,000
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6(b), 7, 9(a) and 12(b) of the Act, and Rules 43 and 45
thereunder, are directly applicable to this application and declaration.
A. Bank Lines of Credit
Each of UNITIL's and its Subsidiaries bank facilities is for a period of
less than nine months. However, UNITIL's borrowing has in the past exceeded, and
will in the future, it is anticipated, exceed, the 5% threshold required for the
exemption from the requirement of Commission approval provided by Section 6(b)
of the Act. Accordingly, UNITIL requests that the Commission allow this
declaration to become effective under Section 7 with respect to the borrowing
limit authorized by UNITIL Board of Directors as discussed in section 1.A.
UNITIL believes this approval is vital to the interest of UNITIL, its
subsidiaries and its customers in order to give the financial flexibility
necessary to meet the capital construction and working capital requirements of
UNITIL and its subsidiaries, and to allow the UNITIL system to optimize any
future financing(s) to permit UNITIL and its subsidiaries to obtain the best
terms and conditions, while increasing competition among potential lenders for
such financing(s).
B. Short-Term Borrowing by Fitchburg
Fitchburg requests that this declaration be allowed to become effective
under Section 7 of the Act with respect to the borrowing limit discussed in Item
1.B. above.
C. Cash Pooling and Loan Agreement
Fitchburg requests under Sections 6(a), 7, 9(a), 10 and 12(b) of the Act
and Rules 43 and 45 thereunder that it be allowed to make loans to the
Subsidiaries and incur borrowings from the Applicants under the Money Pool. The
Applicants request under Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and
Rules 43 and 45 thereunder authority to make loans to Fitchburg under the Money
Pool.
ITEM 4. REGULATORY APPROVALS
No state or federal commission other than the Securities and Exchange
Commission has jurisdiction with respect to any of the proposed transactions.
ITEM 5. PROCEDURE
On June 10, 1997, the Commission issued the requisite notice under Rule 23
with respect to the filing of this application-declaration.
No recommended decision by a hearing officer or other responsible officer
of the Commission is necessary or required in this matter. The Division of
Investment Management of the Commission may assist in the preparation of the
Commission's decision in this matter. There should be no thirty-day waiting
period between the issuance and effective date of any order issued by the
Commission in this matter, and it is respectfully requested that any such order
be made effective immediately upon the entry thereof.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
260 Franklin Street
Boston, MA 02110
June 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
This opinion is furnished to the Securities and Exchange Commission (the
"Commission") in connection with the filing with the Commission of the
Application/Declaration on Form U-1 (File 70-9053) of Unitil Corporation (the
"Company"), a New Hampshire corporation and a registered public utility holding
company, and its subsidiaries, Concord Electric Company, Exeter & Hampton
Electric Company, UNITIL Power Corp., UNITIL Realty Corp., UNITIL Resources,
Inc. and UNITIL Service Corp., each of which is a New Hampshire corporation, and
its subsidiary Fitchburg Gas and Electric Light Company ("Fitchburg"), a
Massachusetts corporation (collectively, the Company and its subsidiaries are
referred to as the "Applicants") under the Public Utility Holding Company Act of
1935 (the "Application"). The Application relates to the request by UNITIL and
Fitchburg for authorization for short-term borrowings, to the request by
Fitchburg for authorization to incur short-term borrowings from the other
Applicants, and to the request by the other Applicants for authorization to lend
funds to Fitchburg under the UNITIL system's Cash Pooling and Loan Agreement
(the "Money Pool").
We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Applicants, certificates of public officials,
certificates of officers and representatives of the Applicants and other
documents as we have deemed it necessary to require as a basis for the opinions
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to the original documents of all documents submitted to us as
copies. As to any facts material to our opinion, we have, when relevant facts
were not independently established, relied upon the aforesaid agreements,
instruments, certificates and documents. In addition, we have examined such
questions of law as we considered necessary or appropriate for the purpose of
rendering this opinion.
Based on the foregoing, and subject to the final paragraph hereof, we are
of the opinion that when the Commission has taken the action requested in the
Application:
(1) All state laws applicable to the transactions described
in the Application have been complied with;
(2) The Company is validly organized and duly existing under the
laws of the State of New Hampshire and Fitchburg is validly
organized and duly existing under the laws of the Commonwealth
of Massachusetts.
(3) The notes to be issued to banks by UNITIL and Fitchburg in
accordance with the Application will each be valid and binding
obligations of such Applicants in accordance with their
respective terms.
(4) The consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by
UNITIL or Fitchburg.
The opinions expressed above in respect of the approval of the short-term
borrowings and the Money Pool described in the Declaration are subject to the
following assumptions or conditions:
a. The Securities and Exchange Commission shall have
duly entered an appropriate order or orders granting
and permitting the Application to become effective
with respect to the short-term borrowings and the
Money Pool described therein.
b. No act or event other than as described herein shall
have occurred subsequent to the date hereof which
would change the opinions expressed above.
We hereby consent to the use of this opinion as an exhibit to the
Application.
We are not, in this opinion, opining on laws other than the laws of the
State of New Hampshire, the Commonwealth of Massachusetts and the federal laws
of the United States.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.