As filed with the SEC on October 17, 2002
File No. 70-10084
United States Securities and Exchange Commission
Washington, D.C. 20549
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Pre-Effective Amendment No. 1 to Form U-1
Application/Declaration
Under the
Public Utility Holding Company Act of 1935
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Concord Electric Company Exeter & Hampton Electric Company
One McGuire Street 114 Drinkwater Road
Concord, NH 03301 Kensington, NH 03833
Unitil Corporation
6 Liberty Lane West
Hampton, NH 03842-1720
(name and principal executive office of applicants
and top registered holding company)
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Mark H. Collin
Treasurer and Secretary
Unitil Corporation
6 Liberty Lane West
Hampton, NH 03842-1720
(name and address of agent for service for all applicants)
The Commission is also requested to send copies
of any communication in connection with this matter to:
Sheri E. Bloomberg Meabh Purcell
LeBoeuf, Lamb, Greene & MacRae, L.L.P. LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street 260 Franklin Street, Suite 23
New York, NY 10019-5389 Boston, MA 02110
(212) 424-8000 (617) 439-9500
Facsimile: (212) 424-8500 Facsimile: (617) 439-0341
TABLE OF CONTENTS
Item 1. Description of the Proposed Transaction................................1
A. Introduction...........................................................1
B. General Request........................................................1
C. Background.............................................................2
D. Summary of the Proposed Transition.....................................3
E. Intended Benefits from the Merger......................................8
Item 2. Fees, Commissions and Expenses.........................................9
Item 3. Applicable Statutory Provisions........................................9
A. Applicable Provisions..................................................9
Item 4. Regulatory Approvals..................................................10
Item 5. Procedure.............................................................12
This Pre-Effective Amendment No. 1 amends and restates the
Application-Declaration previously filed on August 30, 2002 as follows:
Item 1. Description of the Proposed Transaction
A. Introduction
This Application-Declaration ("Application") seeks approvals relating
to the proposed merger (the "Merger") of Concord Electric Company ("CECo") and
Exeter & Hampton Electric Company ("E&H"), the two New Hampshire retail electric
utility subsidiaries of Unitil Corporation ("Unitil", and together with CECo and
E&H, the "Applicants"), a registered public utility holding company. Applicants
propose that upon receipt of all the necessary regulatory approvals, E&H will
merge with and into CECo to form a single retail electric utility subsidiary of
Unitil, under the new name of Unitil Energy Systems, Inc. ("UES").
The Merger is one of the elements of the Unitil system restructuring
proposal before the New Hampshire Public Utilities Commission ("NHPUC"), which
was adopted pursuant to and as required by the New Hampshire Electricity
Restructuring Law, codified at RSA 374-F. Unitil's restructuring proposal
contains four principal elements: (l) the merger of CECo and E&H into a single
distribution company, UES, that will be subject to the jurisdiction of the
NHPUC; (2) divestiture of the power supply portfolio of Unitil Power Corp.,
Unitil's power supply subsidiary, and the solicitation and acquisition by UES of
replacement sources of energy necessary for it to meet its obligation to provide
transition service and default service to its retail customers; (3)
implementation by UES of new unbundled rates to be approved by the NHPUC that
reflect the Merger and the implementation of the restructuring requirements of
New Hampshire RSA374-F; and (4) introduction of customer choice for UES's New
Hampshire customers.
B. General Request
Applicants request authorization under Sections 9(a)(2) and 10 of the
Act to effect the Merger. Applicants request authorization to amend and combine
CECo's and E&H's debt indentures into a single UES indenture and revise the
existing authorization for the Unitil system money pool, in each case to reflect
the Merger. Finally, E&H also requests authorization to solicit proxies or
consents from the holders of the outstanding shares of its preferred stock (the
"Solicitation") with respect to the approval by such holders with respect to the
Merger and related transactions and from their bondholders in connection with
consent for the indenture amendments discussed above. The proposed form of
solicitation material to be used in the Solicitation is included in Exhibit B-2
hereto and the proposed form of amended indenture for UES is included in Exhibit
B-3 hereto.
C. Background
In 1984, Unitil was formed through a statutory share exchange under
New Hampshire law as a result of which CECo and E&H became subsidiaries of
Unitil. At that time, Unitil Power Corp. ("UPC") and Unitil Service Corp.
("USC") were also formed as subsidiaries of Unitil. Fitchburg Gas and Electric
Light Company ("FG&E"), a Massachusetts combination gas and electric utility,
became a subsidiary of Unitil in 1992 as a result of a merger of a subsidiary of
Unitil into FG&E. As a result of this transaction, Unitil became a registered
holding company under the Act.
CECo is a public utility company within the meaning of the Act. CECo
is engaged in the transmission and distribution of electric energy at regulated
rates to approximately 28,000 customers in Concord and the capital region of New
Hampshire. CECo is regulated as a public utility in New Hampshire. As of June
30, 2002, CECo reported net utility plant of $37,417,000 and operating revenues
for the 12 months ended June 30, 2002 of $52,263,000.
E&H is a public utility company within the meaning of the Act. E&H is
engaged in the transmission and distribution of electric energy at regulated
rates to approximately 41,000 customers in Exeter and the seacoast region of New
Hampshire. E&H is regulated as a public utility by the New Hampshire Public
Utilities Commission. As of June 30, 2002, E&H reported net utility plant of
$43,221,000 and operating revenues for the 12 months ended June 30, 2002 of
$58,053,000.
While the utility operations of CECo and E&H are administered and
coordinated through Unitil's centralized service company, USC, and each company
has, since 1986, secured all of its requirements for electric energy from UPC,
the companies have different retail tariffs, rates and rate bases. The Merger
will result in a new unified rate structure and a single rate base,
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and the elimination of any inefficiencies and duplicative costs resulting from
the operation of the companies as two separate entities.
D. Summary of the Proposed Transaction
To accomplish the Merger, the companies will enter into a Merger
Agreement approved by their respective boards of directors. Consummation of the
transactions contemplated by the Merger Agreement will be subject to the receipt
of all necessary regulatory approvals and to the approval of the shareholders of
each company. Under the terms of the Merger Agreement, E&H will be merged with
and into CECo with CECo as the surviving corporation. In connection with the
Merger, CECo will change its name to Unitil Energy Systems, Inc. ("UES"). As a
result of the Merger, all of E&H's assets and liabilities will, by operation of
law, become the assets and liabilities of CECo.
1. Description of Outstanding Equity Securities of CECo and E&H.
CECo currently has 250,000 authorized shares of common stock (the
"CECo Common Stock"), of which 131,745 shares are issued and outstanding and
owned both of record and beneficially by Unitil; 2,250 authorized shares of
non-cumulative preferred stock (the "CECo Non-Cumulative Preferred Stock"), all
of which are issued and outstanding and none of which is owned, of record or
beneficially, by Unitil; and 15,000 authorized shares of cumulative preferred
stock (the "CECo Cumulative Preferred Stock"), of which 2,150 shares are issued
and outstanding in a single series designated the "8.70% Series," none of which
is owned, of record or beneficially, by Unitil. The CECo Non-Cumulative
Preferred Stock is entitled to vote on all matters brought before the
shareholders of CECo together with the CECo Common Stock, with each outstanding
share entitled to one vote. The CECo Non-Cumulative Preferred Stock is not
entitled to vote as a separate class. The CECo Cumulative Preferred Stock is not
entitled to vote on any matter, except as may otherwise be authorized or
required by the Business Corporation Act. Under the Business Corporation Act,
the CECo Cumulative Preferred Stock will not be entitled to vote on the Merger
and related transactions.
E&H currently has 197,417 authorized shares of common stock (the "E&H
Common Stock"), of which 195,000 shares are issued and outstanding and owned
both of record and beneficially by Unitil; and 25,000 authorized shares of
cumulative preferred stock (the "E&H Cumulative Preferred Stock"), of which a
total of 9,704 shares are issued and outstanding
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in four series as follows: 840 shares of the "5% Dividend Series", 1,680 shares
of the "6% Dividend Series", 3,331 shares of the "8.75% Dividend Series" and
3,853 shares of the "8.25% Dividend Series". None of the E&H Cumulative
Preferred Stock is owned, of record or beneficially, by Unitil. The E&H
Cumulative Preferred Stock is not entitled to vote as a separate class, unless
such a class vote is otherwise authorized or required by the Business
Corporation Act. Under the Business Corporation Act, each series of the E&H
Cumulative Preferred Stock will be entitled to vote as a separate class on the
proposed Merger with CECo, since, as described below, the terms of the Merger
Agreement provide for the issuance to the holders of the E&H Cumulative
Preferred Stock in exchange for their shares of E&H Cumulative Preferred Stock
of an equal number of shares of CECo Cumulative Preferred Stock in four new
series which will have the same terms and conditions as the existing series of
the E&H Cumulative Preferred Stock for which they will be exchanged.
The authorized and unissued shares of CECo Cumulative Preferred Stock
may be issued in series by CECo from time to time upon authorization of its
board of directors, with the terms of each new series to be approved by the vote
of two-thirds of the outstanding shares of CECo Common Stock and CECo
Non-Cumulative Preferred Stock.
As part of the approval of the Merger Agreement, the board of
directors of CECo and the holders of the CECo Common Stock and CECo
Non-Cumulative Preferred Stock will approve an amendment to the CECo Articles of
Incorporation creating the four new series of CECo Cumulative Preferred Stock to
be issued in the Merger to the holders of the E&H Cumulative Preferred Stock. As
previously noted, these four new series will have the same terms as the four
series of E&H Cumulative Preferred Stock for which they will be exchanged.
2. Terms of the Merger Agreement.
Pursuant to the Merger Agreement, upon the effectiveness of the
Merger, all of the issued and outstanding shares of E&H Common Stock will be
converted into a single share of CECo Common Stock, and each share of E&H
Cumulative Preferred Stock will be converted into a share of a new series of
CECo Cumulative Preferred Stock, each such new series of CECo Cumulative
Preferred Stock to have the same terms and conditions as the existing series of
the E&H Cumulative Preferred Stock for which they will be exchanged. The shares
of CECo Common Stock, CECo Non-Cumulative Preferred Stock and CECo Cumulative
Preferred Stock
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issued and outstanding immediately prior to the Merger will remain outstanding
and will not be affected by the Merger.
3. Amendments to Debt Indentures
E&H is party to an Indenture of Mortgage and Deed of Trust dated as of
December 1, 1952 (the "E&H Indenture"), and CECo is party to an Indenture of
Mortgage and Deed of Trust dated as of July 15, 1958 (the "CECo Indenture").
There are currently three series of bonds outstanding under each of the E&H
Indenture and the CECo Indenture.
While CECo and E&H could accomplish the Merger without combining the
two indentures, which requires the consent of bondholders under the CECo
Indenture and the E&H Indenture, doing so would result in the surviving company
having to administer two separate indentures with somewhat differing provisions.
Accordingly, in connection with the Merger, CECo and E&H are proposing to
combine, amend and restate the E&H Indenture and the CECo Indenture into a
single Indenture under which all of the currently outstanding bonds of E&H and
CECo would remain outstanding. Bondholders under the new Indenture would be
secured ratably in all of the real property assets of UES on the same terms on
which they are currently secured in the real property assets of CECo and E&H.
The consent of each bondholder under the E&H Indenture and the CECo
Indenture will be necessary to accomplish the proposed combination, amendment
and restatement of the two Indentures. Applicants request authorization to seek
such consent to the extent required under Rule 62 of the Act.
While the CECo Indenture and the E&H Indenture are largely identical
instruments, there are differences between them. As part of the combination,
amendment and restatement process, CECo and E&H propose to conform the
provisions of the Indentures. Any special provisions applicable to the separate
series of bonds under each Indenture which are contained in the Supplemental
Indentures pursuant to which those series were issued will be preserved in the
combination, amendment and restatement of the two Indentures. The proposed
combination, amendment and restatement will not effect any material economic
change in the provisions applicable to the bonds or any series thereof, such as
their respective rates of interest, maturities, amounts outstanding or
redemption features.
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4. Boards of Directors and Shareholder Approvals.
The Merger Agreement and the transactions contemplated thereby are
subject to the approval of the boards of directors of each of CECo and E&H. In
addition, the Merger Agreement and related amendments to CECo's Articles of
Incorporation are subject to the approval of the holders of the CECo Common
Stock and the CECo Non-Cumulative Preferred Stock, voting together as a single
class, and to the approval of the E&H Common Stock and each series of the E&H
Cumulative Preferred Stock, each voting as a separate class. Because Unitil
effectively controls the boards of directors of each of E&H and CECo as the
result of its ownership of all of the issued and outstanding shares of common
stock of each company, the approval of the Merger Agreement and related
amendments to CECo's Articles of Incorporation by those boards of directors is
assured. The approval of the holders of the CECo Common Stock and the CECo
Non-Cumulative Preferred Stock of the Merger Agreement and related amendments to
CECo's Articles of Incorporation is also assured, since Unitil controls the vote
of more than 99% of all such shares.
The approval of the Merger Agreement by the holders of the E&H Common
Stock is assured, since Unitil controls the vote of all of such shares. Unitil
does not, however, control the vote of any outstanding series of the E&H
Cumulative Preferred Stock. Unitil intends to solicit written consents in favor
of the Merger Agreement and related transactions from the holders of each
outstanding series of the E&H Cumulative Preferred Stock pursuant to the
Solicitation. Because neither E&H nor any series of its capital stock is
registered under the Securities Exchange Act of 1934, the Solicitation is
subject only to the requirements of New Hampshire law and the terms of E&H's
governance documents. Under Section 7.04 of the New Hampshire Business
Corporation Act (RSA 293-A:7.04), the E&H Cumulative Preferred Stock can take
action by unanimous written consent. Such action would also be consistent with
the terms of E&H's governance documents. E&H has the right to call each
outstanding series for redemption pursuant to the terms of each such series and
Unitil currently intends to cause E&H to redeem the shares of any series which
does not consent to the Merger Agreement and related transactions in accordance
with the terms of Rule 42 of the Act. Thus, the requisite consent of the E&H
Cumulative Preferred is assured.
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5. Tax and Accounting Consequences of the Merger.
The Merger has been structured to qualify for tax purposes as a
tax-free "reorganization" under Section 368(a) of the Internal Revenue Code. As
a result, no gain or loss will be recognized by CECo or E&H or the holders of
the CECo Common Stock, the CECo Non-Cumulative Preferred Stock, the CECo
Cumulative Preferred Stock, the E&H Common Stock or the E&H Cumulative Preferred
Stock. CECo and E&H expect that the Merger will qualify as a common control
merger for accounting and financial reporting purposes. The accounting for a
common control merger is similar to a pooling of interests. Under this
accounting treatment, the combination of the ownership interests of the two
companies is recognized and the recorded assets, liabilities, and capital
accounts are carried forward at existing historical balances to the consolidated
financial statements of UES (as the surviving company) following the Merger.
On a pro forma basis, giving effect to the Merger as of June 30, 2002,
UES will have total assets of approximately $112,047,000, including net utility
plant of $80,638,000, and operating revenues for the 12 months ended June 30,
2002 of approximately $110,316,000. UES's pro forma consolidation capitalization
as of June 30, 2002 (assuming the exchange of all of the E&H Cumulative
Preferred Stock for new shares of UES Cumulative Preferred Stock) will be as
follows:
------------------------- ---------------------- ---------------------
Security Amount Outstanding Percentage
------------------------- ---------------------- ---------------------
Common Stock Equity 28,411,000 35%
------------------------- ---------------------- ---------------------
Preferred Stock 1,195,000 1.5%
------------------------- ---------------------- ---------------------
Short-Term Debt 1,550,000 1.9%
------------------------- ---------------------- ---------------------
Long-Term Debt 50,000,000 61.6%
------------------------- ---------------------- ---------------------
Total: 81,156,000 100%
------------------------- ---------------------- ---------------------
6. Money Pool Matters.
CECo and E&H participate in the Until system money pool arrangement
("Money Pool") that is funded, as needed, through bank borrowings and surplus
funds invested by the
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participants in the Money Pool. See Holding Co. Act Release Nos. 35-26737 (June
30, 1997); 35-27182 (June 9, 2000); 35-27307 (Dec. 15, 2000) and 35-27345 (Feb.
14, 2001). Participation in the Money Pool, including short-term debt
borrowings, by CECo and E&H are authorized by the New Hampshire Public Utility
Commission, and therefore exempt under Rule 52. However, borrowings by and loans
to Unitil's other utility subsidiary, Fitchburg Gas and Electric Light Company
("Fitchburg"), are not exempt. Following the Merger, it is proposed that UES be
authorized to make loans to Fitchburg on the same terms as CECo's and E&H's
current authorization. All other terms, conditions and limitations under the
Money Pool orders will continue to apply without change.
E. Intended Benefits from the Merger.
By merging E&H into CECo, the Applicants will simplify the corporate
structure of Unitil's holding company system. The Merger will also permit the
achievement of cost efficiency and service quality improvements. Based upon
Unitil's already centralized service company structure, the two New Hampshire
distribution operating companies may only achieve nominal operational gains as a
result of having a single New Hampshire operating entity. However, the combined
knowledge and experience of the two companies will benefit the remaining
stand-alone company. For example, the power contract management activities will
become more streamlined by eliminating one of the two New Hampshire retail
operating companies. In the Distribution Business Development (DBD) department,
a benefit will be a decrease in administrative tasks and reporting requirements.
The decrease in tasks will not be enough to decrease the employees assigned to
this function, but will allow the current employees additional time to work on
other tasks to improve the quality of support provided to the communities that
Unitil serves. Similarly, Customer Service operations, which are currently
consolidated, will be simplified by the consolidation of two tariffs and sets of
rates into one, leading to increased operating efficiency and improved service
to customers. The Operations Systems department views the Merger as a first step
towards the consideration of a consolidated meter reading system. For the
Finance and Treasury and Regulatory Services departments, there will be a
decrease in the number of required reports, analyses, and filings, which will
also lead to greater cost efficiencies and enhanced services at the New
Hampshire utilities.
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The Applicants believe that the Merger will generate cost efficiencies
which would not be available absent the Merger, with no adverse consequences for
either customers or shareholders. The Merger will not have a negative impact on
competition or on effective local regulation. In fact, the Merger is being
undertaken in the context of, and to ensure compliance with, a state
restructuring plan designed to enhance competition. Accordingly, the Applicants
believe that the Merger is in accordance with the applicable standards of the
Act and the rules and regulations thereunder.
Item 2. Fees, Commissions and Expenses
The total fees, commission and expenses paid or incurred in connection
with the Merger and related transactions are estimated to be not more than $1
million. The portion of such fees, commissions and expenses that are expected to
be paid or incurred for the Solicitation and bondholder consent request are
estimated to be approximately $2,000. These costs are expected to consist
primarily of attorneys fees plus additional miscellaneous fees.
Item 3. Applicable Statutory Provisions
A. Applicable Provisions
Sections 6, 7, 9, 10 and 12 of the Act, and Rules 43, 44, 45, 54 and
62 thereunder are applicable to the Merger and related transactions, including
the amendment and combination of the debt indentures. The proposed transaction
involves the merger of two wholly-owned public utility subsidiaries of Unitil
Corporation and certain other related transactions. The electric utility
operations of the two companies will be unaffected by the Merger. The Merger
will allow the companies to achieve a greater level of coordination in
operations and will enable the companies to achieve greater cost efficiencies,
among other benefits. In addition, the Merger will simplify the Unitil corporate
structure. This merger of wholly-owned subsidiaries to simplify corporate
structure is consistent with existing Commission precedent (See Alliant Energy
Corporation, Holding Company Act Release No. 27456 (Oct. 24, 2001)), and is
designed to meet one of the primary goals of the Act, namely to facilitate state
regulation.
Section 12(e) of the Act and Rule 62 are applicable to the
Solicitation as well as obtaining the consent of bondholders under the two
indentures. As indicated, the holders of each outstanding series of E&H
Cumulative Preferred Stock will be asked to approve the Merger as a
9
separate class through a consent solicitation and the bondholders of the CECo
Indenture and E&H Indenture will be asked to consent to the amendment and
combination of those indentures.
B. Rule 54 Analysis
Neither Unitil nor any subsidiary thereof presently has, or as a
consequence of the proposed transactions will have, an interest in any exempt
wholesale generator ("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. Moreover, neither Unitil nor any of the
subsidiaries is, or as a consequence of the proposed transactions will become, a
party to, and such entities do not and will not have any rights under, a
service, sales or construction contract with any affiliated EWGs or FUCOs except
in accordance with the rules and regulations promulgated by the Commission with
respect thereto. Consequently, all applicable requirements of Rule 53(a)-(c)
under the Act are satisfied as required by Rule 54 under the Act.
Item 4. Regulatory Approvals
The federal and state regulatory requirements described below must be
complied with before the Applicants can complete the Merger and related
transactions. The Applicants currently believe that the necessary approvals can
be obtained by the fourth quarter of 2002. Except as set forth below, no
additional approvals from federal or state regulatory commissions are required
to complete the Merger and related transactions.
State Approvals
New Hampshire
CECo and E&H are subject to the jurisdiction of the New Hampshire
Commission as public utilities, and the approval of the New Hampshire Commission
is required to implement the Merger and the related transfer of all existing
franchises, rights, works and systems of CECo and E&H to UES, pursuant to RSA
374:33, 374:30 and 369:1. The NHPUC will also approve the issuance of the four
new series of preferred stock by UES in connection with the Merger. On January
25, 2001, CECo and E&H filed an application seeking the approval of the New
Hampshire Commission consistent with these requirements. The New Hampshire
proceeding is being conducted in phases: Phase I addresses the divestiture of
Unitil's power supply portfolio
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and acquisition of transition service and default service and Phase II relates
to the Merger and the realignment of Unitil's rate structure.
The NHPUC issued a written order approving Phase I settlement, with
conditions, on September 4th. The parties subsequently filed a first Amendment
to the Phase I Settlement Agreement on September 11th, which the Commission
approved in oral deliberation on September 13th. A written Order is pending.
The Parties filed the Phase II Settlement on September 3rd. The
Commission held hearings on September 10, 11, 12 and 13 and approved the Merger
Agreement in oral deliberations on September 18th. A written Order is pending.
Copies of the initial petition to the NHPUC and the Phase II settlement
agreement are filed herewith as exhibits C-1 and C-1.1, respectively. A copy of
the Oral Deliberations of the NHPUC relating to Phase II is filed herewith as
exhibit C-3.1. It is anticipated that the NHPUC's written approval order for
both phases will be issued on or before October 28, 2002.
Federal Approvals
Federal Power Act
The FERC must approve the Merger. Under Section 203 of the Federal
Power Act, the FERC is directed to approve a merger if it finds such merger
consistent with the public interest. In reviewing a merger, the FERC generally
evaluates:
o whether the merger will adversely affect competition;
o whether the merger will adversely affect rates; and
o whether the merger will impair the effectiveness of
regulation.
On August 30, 2002, the parties filed an application with the FERC
requesting approval of the Transaction under Section 203 of the Federal Power
Act. A copy of the application filed with the FERC is filed herewith as exhibit
C-2. When the FERC issues an order on the application, the parties will also
file a copy of the order.
In addition, the Applicants will file a Notice of Succession for UES
to succeed to the rate schedules and tariffs of CECo and E&H.
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Item 5. Procedure
The Applicants expect to close the proposed Merger on or about
December 1, 2002. The Applicants respectfully request that the Commission issue
and publish, not later than October 18, 2002, the requisite notice under Rule 23
with respect to the filing of this Application-Declaration, such notice to
specify a date not later than November 12, 2002 by which comments may be entered
and a date not later than November 14, 2002 as the date after which an order of
the Commission granting and permitting this Application to become effective may
be entered by the Commission. Applicants request that the notice include an
order authorizing commencement of the Solicitation and process of seeking of the
bondholder consents.
The Applicants waive a recommended decision by a hearing or other
responsible officer of the Commission for approval of the Merger and consent to
the Division of Investment Management's assistance in the preparation of the
Commission's decision. There should not be a waiting period between the issuance
of the Commission's order and the date on which it is to become effective.
Item 6. Exhibits and Financial Statements
A. EXHIBITS
A-1 Articles of Incorporation of CECo. (Previously filed in
paper format on Form SE)
A-2 Bylaws of CECo, as amended. (Previously filed)
A-3 Articles of Incorporation of E&H. (Previously filed in
paper format on Form SE)
A-4 Bylaws of E&H, as amended. (Previously filed)
B-1. Proposed form of Agreement and Plan of Merger between CECo
and E&H. (Previously filed)
B-2 Proposed form of Solicitation material. (Previously filed)
B-3 Proposed form of Indenture for UES. (to be filed by
amendment)
C-1 Copy of Petition to the New Hampshire Public Utilities
Commission. (Previously filed)
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C-1.1 Settlement Agreement dated September 3, 2002 as filed with
the NHPUC.
C-2 Copy of Petition to the FERC.
C-3 Order of NHPUC (to be filed by amendment)
C-3.1 Oral Deliberations of the NHPUC.
C-4 Copy of Order of the FERC. (to be filed by amendment)
C-5 Order of the NHPUC with respect to CECo short-term debt
authority.
C-6 Order of the NHPUC with respect to E&H short-term debt
authority.
D Map of CECo and E&H Service Areas. (Previously filed in
paper format on Form SE)
E Opinion of Counsel (to be filed by amendment)
F Form of Federal Register Notice. (Previously filed)
B. FINANCIAL STATEMENTS
FS-1 Unaudited Statement of Income of CECo for the twelve months
ended June 30, 2002. (Previously filed)
FS-2 Unaudited Balance Sheet of CECo as of June 30, 2002.
(Previously filed)
FS-3 Unaudited Statement of Income of E&H for the twelve months
ended June 30, 2002. (Previously filed)
FS-4 Unaudited Balance Sheet of E&H as of June 30, 2002.
(Previously filed)
FS-5 Unaudited Pro Forma Combined Balance Sheet of UES as of
June 30, 2002. (Previously filed)
FS-6 Unaudited Pro Forma Combined Statement of Income of UES for
the twelve months ended June 30, 2002. (Previously filed)
Item 7. Information as to Environmental Effects
The Merger and related transactions do not involve a "major federal
action" nor does it "significantly affect the quality of the human environment"
as those terms are used in
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section 102(2)(C) of the National Environmental Policy Act. The Merger and
related transactions will not result in changes in the operation of the
Applicants that will have an impact on the environment. The Applicant are not
aware of any federal agency that has prepared or is preparing an environmental
impact statement with respect to the transactions that are the subject of this
Applicant-Declaration.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, Applicants have duly caused this Pre-Effective Amendment No. 1 to the
Application-Declaration to be signed on their behalf by the undersigned
thereunto duly authorized.
UNITIL CORPORATION
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
By: /s/ Mark H. Collin
--------------------
Name: Mark H. Collin
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