UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 UNITIL CORPORATION (Name of Registered Holding Company) 6 Liberty Lane West, Hampton, New Hampshire 03842-1720 (Address of principal executive offices) ITEM 1 - ORGANIZATION CHART Name of Energy or Date of State of Percentage Nature of reporting gas-related organization organization of voting business company company securities held Unitil Corporation Unitil Resources, Inc. Energy 5/26/93 NH 100% Energy Marketing and Consulting Description of Various Consulting, Energy Marketing, Energy Management and Other Activities Undertaken by Unitil Resources Inc.: Staff providing services under the activities listed below (unless otherwise indicated) are located at Unitil Service Corp. (Unitil Service), 6 Liberty Lane West, Hampton, NH 03842-1720, where most client work is performed. From time to time staff visit other locations, predominately in New England, representing client interests. Consulting Services Sale of Survey Information. During the first quarter of 1997, Unitil Resources, in partnership with The Delahaye Group (a New Hampshire-based market research firm), began to market and sell a report analyzing the New Hampshire Pilot Program, and which provided the results of a survey completed in late 1996 of Pilot Program participants. The two entities are equally dividing the revenues from the sale of these reports, which are priced at $5,000. Unitil did not receive any revenue from this service in the second quarter of 1998. Energy Marketing Activities New Hampshire Pilot Program. As of July 1, 1996, Unitil Resources became eligible to begin marketing electricity at retail to statewide participants in the New Hampshire Pilot Program. This program, which originally was scheduled to last 24 months, allows 3% of all electric customers in the State of New Hampshire to purchase electricity from the supplier of their choice. The State of New Hampshire recently extended this program beyond the original 24 month period. Revenues generated from this activity during the second quarter of 1998 were $144,867. ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS Associate Reporting company company Type Net advancing receiving of Change funds funds transaction in contributions Unitil Unitil Capital contribution 400,000 Corporation Resources Inc. ITEM 3 - ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies None. Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies Associate Reporting company company Types of Direct Indirect Total rendering receiving services costs costs Cost of amount services services rendered charged charged capital billed Unitil Unitil Energy $17,712 $38,460 $0 $56,172 Service Resources Marketing Corp. Inc. and Consulting Staff involved in providing service to Unitil Resources, Inc. (Unitil Resources) are located at Unitil Service Corp. (Unitil Service). Service is provided to Unitil Resources pursuant to a service agreement between Unitil Service and Unitil Resources dated July 1, 1993. Consulting services provided by Unitil Service during the second quarter of 1998 included regulatory, finance, accounting, marketing, energy management and administrative services. ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT (Dollars in Thousands) Investments in Energy-related Companies: Total consolidated capitalization as of June 30, 1998 $136,453 Total capitalization multiplied by 15% 20,468 Greater of $50 million or line 2 $50,000 Total current aggregate investment: Energy-related business: Unitil Resources, Inc. 590 Total current aggregate investment 590 Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system (line 3 less line 4) $49,410 Investments in Gas-related Companies None. ITEM 5 - OTHER INVESTMENTS Other Other Reason for Major line of investment in investment in difference in energy-related last U-9C-3 this U-9C-3 other business report report investment Energy Marketing $10,000 * $0 n/a and Consulting * The initial investment by Unitil Corporation in Unitil Resources, Inc. was $10,000. ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements - Page 1 of 2 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) BALANCE SHEET (UNAUDITED) June 30 ASSETS: 1998 Current Assets: Cash $296,389 Accounts Receivable 95,361 Prepayments 2,082 Unbilled and Accrued Revenue 99,019 Total Current Assets 492,851 Deferred Debits 1,835 Total Assets $494,686 LIABILITIES AND STOCKHOLDERS EQUITY: Current Liabilities: Accounts Payable $72,858 Taxes Accrued & Other 34,070 Total Current Liabilities 106,928 Stockholder's Equity: Common Stock, $1.00 par value Authorized - 10,000 shares Outstanding - 10,000 shares 100 Premium on Common Stock 9,900 Miscellaneous Paid in Capital 590,000 Retained Earnings (212,242) Total Stockholder's Equity 387,758 Total Liabilities and Equity $494,686 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements - Page 2 of 2 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENT OF EARNINGS (UNAUDITED) Three Months Six Months Ended Ended June 30, 1998 June 30, 1998 Revenues: Electric Revenues $144,867 $303,955 Operating Expenses: Purchased Power 188,202 365,987 Administrative and General 82,205 126,363 Total Operating Expenses 270,407 492,350 Operating (Loss) Income (125,540) (188,395) Nonoperating (Expense) Income (1,162) (3,833) Income (Loss) Before Income Taxes (126,702) (192,228) Income Taxes: Current Federal (43,079) (65,358) Current State -- -- Total Income Taxes (43,079) (65,358) Net (Loss) Income $(83,623) $(126,870) B. Exhibits None. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Certificate to be signed on its behalf by the undersigned thereunto duly authorized. Unitil Corporation By: /s/ Mark H. Collin Dated: August 28, 1998 Treasurer SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Certificate to be signed on its behalf by the undersigned thereunto duly authorized. Unitil Corporation By: Mark H. Collin Dated: August 28, 1998 Treasurer