[Federal Register Volume 69, Number 47 (Wednesday, March 10, 2004)]
[Notices]
[Pages 11466-11467]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-5375]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27807]


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

March 4, 2004.
    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 March 29, 2004, 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 March 29, 2004, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Unitil Corporation (70-10204)

    Unitil Corporation (``Unitil''), a registered holding company under 
the Act, 6 Liberty Lane West, Hampton, New Hampshire 03842-1720, has 
filed an application-declaration (``Application'') under sections 6(a) 
and 7 of the Act.
    Unitil seeks authority to issue up to 177,500 shares of Unitil 
common stock, no par value (``Common Stock''), under the Unitil 
Corporation 2003 Restricted Stock Plan (``Plan'').
    The Plan was adopted by the Board of Directors of Unitil 
(``Board'') in January 2003 and became effective after approval by 
Unitil's shareholders in April 2003. In accordance with the terms of 
the Plan, awards for shares of restricted stock may be granted under 
the Plan and are evidenced by an Award Agreement, entered into by the 
participant and Unitil, setting forth the terms and provisions 
applicable to the award. Persons eligible to participate in the Plan 
include all employees, directors and consultants of Unitil, its 
subsidiaries and its affiliates (collectively, ``Unitil Companies''). 
Unitil entered into the initial set of award agreements under the Plan 
with employees of the Unitil Companies in May 2003 relating to 10,600 
shares, the restrictions on which begin to lapse in May 2004 in 
accordance with the terms of the Plan as described in detail below.
    The aggregate maximum number of shares of restricted stock 
available for awards to participants under the Plan (including these 
subject to the initial set of awards) is 177,500.\1\ The maximum 
aggregate number of shares of restricted stock that may be awarded in 
any one calendar year to any one participant is 20,000. In the event of 
any change in capitalization of Unitil, the Board's Compensation 
Committee is authorized to make proportionate adjustments to prevent 
dilution or enlargement of rights, including, without limitation, an 
adjustment in the maximum number and kinds of shares available for 
awards and in the annual award limit.
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    \1\ At the time that the Plan was adopted, Unitil also 
terminated its stock option plan previously approved by the 
Commission (Holding Co. Act Release No. 26978 (Feb. 17, 1999)) under 
which 177,500 options and underlying shares of common stock remained 
authorized for issuance.
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    The Plan is administered by the Compensation Committee. Except as 
limited by law or by the Articles of Incorporation or the Bylaws of 
Unitil, and subject to the provisions of the Plan, the Compensation 
Committee has full power to select the persons who participate in the 
Plan; determine the sizes of awards; determine the terms and conditions 
of awards in a manner consistent with the Plan; construe and interpret 
the Plan and any agreement or instrument entered into under the Plan as 
they apply to participants; establish, amend, or waive rules and 
regulations for the Plan's administration as they apply to 
participants; and, subject to the provisions of the Plan, amend the 
terms and conditions of any outstanding award to the extent the terms 
and conditions are within the discretion of the Compensation Committee 
as provided in the Plan.
    The objectives of the Plan are to optimize the profitability and 
growth of Unitil through incentives that are consistent with Unitil's 
goals and that link the personal interests of Plan participants to 
those of Unitil's shareholders, to attract and retain employees and 
directors of outstanding ability, and to promote teamwork among 
participants. The Plan will remain in effect, subject to the right of 
the Board to amend or terminate the Plan at any time, until all shares 
subject to it are purchased or acquired according to the Plan's 
provisions.
    Awards under the Plan will vary each year based on the achievement 
of annual performance objectives that directly correlate with the 
annual performance objectives as defined by the Unitil Management 
Incentive Plan (``Incentive Plan''). Whereas the Incentive Plan 
provides cash incentive payments that are tied directly to achievement 
of Unitil's strategic goals, the Plan provides for awards for 
restricted shares of Common Stock that are tied directly to achievement 
of Unitil's strategic goals. Annual

[[Page 11467]]

performance objectives are established each year by the Board. The 
percentage of the target award that a Plan participant receives is also 
based upon subjective evaluations by the Compensation Committee, such 
as management's performance in capitalizing on unplanned opportunities 
and responding to unforeseen problems. Target grant awards have been 
established that vary based upon the grade level of each participant's 
position in the Unitil Companies. The actual number of shares of Common 
Stock received under awards can be less than or greater than the target 
grant depending upon actual results achieved.
    Awards will fully vest over a period of four years (``Period of 
Restriction'') at a rate of 25% each year. During the Period of 
Restriction, the Plan provides that the restricted shares underlying 
the award may not be sold, transferred, pledged, assigned or otherwise 
alienated or hypothecated by the recipient and no share certificates 
are issued. Prior to the end of the Period of Restriction, the award of 
restricted shares shall be subject to forfeiture if the participant 
ceases to be employed by the Unitil Companies other than due to the 
participant's death. Awards may be subject to additional restrictions 
as the Compensation Committee may determine to be appropriate and as 
set forth in the particular Award Agreement. Subject to restrictions 
under applicable law or as may be imposed by the Unitil Compensation 
Committee, restricted shares underlying each award made under the Plan 
shall become freely transferable by the Plan participant after the last 
day of the applicable Period of Restriction.
    During the Period of Restriction, cash dividends paid on restricted 
shares underlying granted awards may be credited to the recipient's 
account. In the event any non-cash dividends or other distributions, 
whether in property, or in stock of another company, are paid on any 
restricted shares during the Period of Restriction, these non-cash 
dividends or other distributions will be retained by Unitil until the 
Period of Restriction has lapsed. In the event of forfeiture of the 
restricted shares, these non-cash dividend or other distributions will 
be retained by Unitil.
    Awards may be grossed-up to offset the participant's tax obligation 
in connection with the award. This gross-up feature was intended to 
prevent a participant from having to sell a portion of the shares 
granted in the award or previous awards in order to pay the taxes on 
the award, which would be a direct contradiction to one of the stated 
objectives of the Plan, which is to encourage stock ownership in 
Unitil. The Compensation Committee will take into account the value of 
the gross-up feature and reduce the size of the awards accordingly.
    Upon the occurrence of a change in control, unless otherwise 
specifically prohibited under applicable laws, rules or regulations, 
any restrictions and transfer limitations imposed on restricted shares 
will lapse immediately.
    The Board may at any time amend or terminate the Plan or any award 
granted under the Plan in whole or in part. No amendment that requires 
shareholder approval in order for the Plan to continue to comply with 
any applicable tax or securities laws or regulations or the rules of 
any securities exchange on which the securities of Unitil are listed 
shall be effective unless the amendment is approved by the requisite 
vote of shareholders of Unitil. No amendment or termination shall 
adversely affect any award previously granted under the Plan without 
the consent of the participant.
    Unitil is authorized under its articles of incorporation to issue 
8,000,000 shares of common stock, and as of December 31, 2003, 
5,500,610 shares of common stock were issued and outstanding.\2\ Unitil 
will file a registration statement on Form S-8 (the ``Registration 
Statement'') with the Commission in order to register this proposed 
offering under the Securities Act of 1933, as amended (``Securities 
Act'').
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    \2\ For purposes of its GAAP balance sheet, Unitil has treated 
the shares underlying outstanding award agreements as outstanding.
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    At December 31, 2003, assuming that all of the shares of Common 
Stock reserved for issuance under the Plan are issued and vested under 
the Plan, Unitil's consolidated capitalization ratios would have been 
approximately as follows (in $1,000):

Long-Term Debt......................................   $114,224    49.1%
Short-Term Debt.....................................     22,410     9.6%
Preferred Stock.....................................      3,269     1.4%
Common Stock........................................     92,805    39.9%
    Total...........................................    232,708     100%
 


    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-5375 Filed 3-9-04; 8:45 am]
BILLING CODE 8010-01-P