[Federal Register Volume 68, Number 99 (Thursday, May 22, 2003)]
[Notices]
[Pages 28037-28038]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-12809]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27679]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

May 16, 2003.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by June 10, 2003, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts or law that 
are disputed. A person who so requests will be notified of any hearing, 
if ordered, and will receive a copy of any notice or order issued in 
the matter. After June 10, 2003, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Unitil Corporation et al. (70-10120)

    Unitil Corporation (``Unitil''), 6 Liberty Lane West, Hampton, New 
Hampshire, 03842-1270, a registered holding company under the Act, and 
its wholly owned subsidiary companies, Fitchburg Gas and Electric Light 
Company (``Fitchburg''), Unitil Energy Systems, Inc., Unitil Power 
Corp., Unitil Realty Corp., Unitil Resources, Inc. and Unitil Service 
Corp. (``Unitil Service'') (the ``Subsidiaries'' or ``Money Pool 
Participants'' and together with Unitil the ``Applicants'') have filed 
an application-declaration under sections 6, 7, 9(a), 10 and 12(b) of 
the Act and rules 43 and 45 thereunder.
    By order dated June 9, 2000 (HCAR No. 27182), Applicants were 
authorized to make unsecured short-term borrowings and to operate a 
system money pool (``Money Pool'') through June 30, 2003. The 
Applicants now request authority to make additional short-term 
borrowings and extend the operation of the Money Pool through June 30, 
2006 (``Authorization Period'').
    Unitil requests authorization for short-term borrowing on a 
revolving basis from certain banks up to an aggregate amount of 
$55,000,000 from time to time through the Authorization Period.
    In addition, Fitchburg requests authorization for short-term 
borrowings from the Money Pool, and direct borrowings from commercial 
banks, in an aggregate principal amount at any one time outstanding not 
to exceed $35,000,000 from time to time through the Authorization 
Period.
    Unitil believes that an increase to its borrowing authority is 
beneficial because it will allow the company to respond to increased 
working capital requirements as a result of commodity volatility and 
restructuring charges, as well as necessary facility system 
improvements and growth.
    Unitil's existing and proposed borrowing arrangements will provide 
for borrowings at (1) ``base'' or ``prime'' rates publicly announced by 
a bank as the rate charged on loans to its most creditworthy business 
firms; or (2) ``money market'' rates (market-based rates that are 
generally lower than base or prime rates, made available by banks on an 
offering or ``when available'' basis). In addition, borrowings may be 
based on the daily federal funds rate. Borrowings under the credit 
arrangements will mature not more than nine months from the date of 
issue. In the future, the Company may choose to formalize its banking 
relationship with its banks through a syndicated credit facility. The 
duration of any such facility would not exceed 365 days.
    Unitil expects to use the proceeds from the requested borrowings 
for (1) loans or advances to subsidiaries through the Money Pool; (2) 
payment of

[[Page 28038]]

outstanding indebtedness; (3) short-term cash needs that may arise due 
to payment timing differences; and (4) other general corporate 
purposes.
    Any of the proposed short-term borrowings by Fitchburg from 
commercial banks will be under terms and conditions substantially 
similar to those of the borrowing arrangements between Unitil and its 
commercial bank lenders, described above. Fitchburg will use the 
proceeds from these borrowings to meet working capital requirements, 
provide interim financing for construction expenditures, and to meet 
debt and preferred stock sinking fund requirements.
    In connection with the continued use of the Money Pool by the 
Applicants under the Cash Pooling and Loan Agreement (``Pooling 
Agreement'') among Unitil and the Money Pool Participants dated as of 
February 1, 1985, as amended, Fitchburg requests authorization to make 
loans to the other Money Pool Participants and incur borrowings from 
Unitil and the other Money Pool Participants, and the Applicants 
request authorization to make loans to Fitchburg, both through the 
Authorization Period. Under the Pooling Agreement, Unitil and the 
Subsidiaries invest their surplus funds, and the Subsidiaries borrow 
funds, from the money pool. Unitil Service administers the money pool 
on an ``at cost'' basis. The purpose of the Money Pool is to provide 
the Subsidiaries with internal and external funds and to invest surplus 
funds of Unitil and the Subsidiaries in short-term money market 
instruments. The Applicants state that the Money Pool provides the 
Subsidiaries with lower short-term borrowing costs due to elimination 
of banking fees; a mechanism to earn a higher return on interest from 
surplus funds that are loaned to other Subsidiaries; and decreased 
reliance on external funding sources.
    Applicants state that the authorization sought shall be conditioned 
on Unitil, Unitil Energy and Fitchburg maintaining a common equity (as 
reflected in the most recent 10-K or 10-Q filed with the Commission 
under the Securities Exchange Act of 1934, as amended (``1934 Act''), 
adjusted to reflect changes in capitalization since the balance sheet 
date therein) of at least 30% of its consolidated capitalization 
(common equity, preferred stock, long-term and short-term debt) during 
the period of authorization. In addition, no borrowings under bank 
credit facilities may be made in reliance upon any order issued in this 
matter unless: (i) The debt security to be issued, if rated, is rated 
investment grade; (ii) all outstanding securities of the issuer that 
are rated are rated investment grade; and (iii) all outstanding 
securities of Unitil that are rated are rated investment grade.
    For purposes of this condition, a security will be considered rated 
investment grade if it is rated investment grade by at least one 
nationally recognized statistical rating organization, as that term is 
used in paragraphs (c)(2)(vi)(E), (F) and (H) of rule 15c3-1 under the 
1934 Act.

    For the Commission by the Division of Investment Management, 
pursuant to delegated authority.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 03-12809 Filed 5-21-03; 8:45 am]
BILLING CODE 8010-01-M