<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4/A
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
The United Illuminating Company
- ----------------------------------------------------------------------
(Name of Issuer)
The United Illuminating Company
- ----------------------------------------------------------------------
(Name of Person(s) Filing Statement)
4.35 % Preferred Stock, Series A
- ----------------------------------------------------------------------
(Title of Class of Securities)
910637 30 5
- ----------------------------------------------------------------------
(CUSIP Number of Class of Securities)
4.72% Preferred Stock, Series B
- ----------------------------------------------------------------------
(Title of Class of Securities)
910637 50 3
- ----------------------------------------------------------------------
(CUSIP Number of Class of Securities)
4.64% Preferred Stock, Series C
- ----------------------------------------------------------------------
(Title of Class of Securities)
910637 85 9
- ----------------------------------------------------------------------
(CUSIP Number of Class of Securities)
5 5/8% Preferred Stock, Series D
- ----------------------------------------------------------------------
(Title of Class of Securities)
910637 20 6
- ----------------------------------------------------------------------
(CUSIP Number of Class of Securities)
William C. Baskin, Jr., Esq.
Wiggin & Dana
One Century Tower
New Haven, CT 06508-1832
(203) 498-4304
- ----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
May 10, 1995
- ----------------------------------------------------------------------
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
<PAGE>
Calculation of Filing Fee
- ----------------------------------------------------------------------
Transaction Amount of Filing Fee
Valuation
$17,200,500 $3,440.10
Calculated as par value ($100) per share multiplied
by the number of issued and outstanding shares
(172,005) of all four classes tendered for as of the
date of this Schedule.
- ----------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid:
-----------------------------------------------
Form or Registration No.:
---------------------------------------------
Filing Party:
---------------------------------------------------------
Date Filed:
-----------------------------------------------------------
- 2 -<PAGE>
<PAGE>
Item 2. Source and Amount of Funds or Other Consideration
(a) Assuming that the issuer purchases all of the issued
and outstanding Shares pursuant to the Offer, the total
amount required by the issuer to purchase such Shares
will be $11,208,937.40, exclusive of the dividend
payments, fees and other expenses.
(b) The issuer intends to use funds borrowed pursuant to
its revolving credit agreement with a group of banks to
purchase Shares pursuant to the Offer. This revolving
credit agreement facility currently extends to December
14, 1995. The borrowing limit of this facility is $225
million. The facility permits the issuer to borrow
funds at a fluctuating interest rate determined by the
prime lending market in New York, and also permits the
issuer to borrow money for fixed periods of time
specified by the issuer at fixed interest rates
determined by the Eurodollar interbank market in
London, or by bidding, at the issuer's option. On May
31, 1995, the interest rate determined by the prime
lending market in New York was 9%, and the fixed
interest rates determined by the Eurodollar interbank
market in London for borrowings for periods of time of
1, 2, 3 and 6 months were 6.4625%, 6.4625%, 6.4625% and
6.40%, respectively. If a material adverse change in
the business, operations, affairs, assets or condition,
financial or otherwise, or prospects of the issuer and
its subsidiaries, on a consolidated basis, should
occur, the banks may decline to lend additional money
to the issuer under this revolving credit agreement,
although borrowings outstanding at the time of such an
occurrence would not then become due and payable. As
of April 30, 1995, the issuer had $152.5 million in
short-term borrowings outstanding under this facility.
The issuer has no plan or arrangement to repay the
money it will borrow under this facility to purchase
Shares pursuant to the Offer.
Item 8. Additional Information
Certain Conditions of the Offer
Notwithstanding any other provision of the Offer, the issuer
will not be required to accept for payment or pay for any shares
tendered, and may terminate the Offer, and may postpone (subject
to the requirements of the Exchange Act for prompt payment for or
return of shares) the acceptance for payment of or payment for
Shares tendered, if at any time after May 10, 1995, and at or
before acceptance for payment of or payment for any shares, any
of the following shall have occurred:
(a) there shall have been threatened, instituted or pending
any action or proceeding by any government or
governmental, regulatory or administrative agency,
authority or tribunal or any other person, domestic or
foreign, or before any court, authority, agency or
tribunal that (i) challenges the acquisition of shares
pursuant to the Offer or otherwise in
- 3 -<PAGE>
<PAGE>
any manner relates to or affects the Offer or (ii) in
the reasonable judgment of the issuer, could materially
and adversely affect the business, condition (financial
or other), income, operations or prospects of the
issuer and its subsidiaries taken as a whole, or
otherwise materially impair in any way the contemplated
future conduct of the business of the issuer or any of
its subsidiaries or materially impair the Offer's
contemplated benefits to the issuer;
(b) there shall have been any action threatened, pending or
taken, or approval withheld, or any statute, rule,
regulation, judgment, order or injunction threatened,
proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the
Offer or the issuer or any of its subsidiaries, by any
legislative body, court, authority, agency or tribunal
that, in the issuer's reasonable judgment, would or
might directly or indirectly (i) make the acceptance
for payment of, or payment for, some or all of the
shares illegal or otherwise restrict or prohibit
consummation of the Offer, (ii) delay or restrict the
ability of the issuer, or render the issuer unable, to
accept for payment or pay for some or all of the
shares, (iii) materially impair the contemplated
benefits of the Offer to the issuer or (iv) materially
affect the business, condition (financial or other),
income, operations or prospects of the issuer and its
subsidiaries taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of
the business of the issuer or any of its subsidiaries;
(c) there shall have occurred (i) any change in the general
political, market, economic or financial conditions in
the United States or abroad that could have a material
adverse effect on the issuer's business, operations,
prospects or ability to obtain financing generally or
the trading in the other equity securities of the
issuer, (ii) the declaration of a banking moratorium or
any suspension of payments in respect of banks in the
United States or any limitation on, or any event that,
in the issuer's reasonable judgment, might affect, the
extension of credit by lending institutions in the
United States, or (iii) the commencement of war, armed
hostilities or other international or national calamity
directly or indirectly involving the United States; or
(d) there shall have occurred any event or events that have
resulted, or may in the reasonable judgment of the
issuer result, in an actual or threatened change in the
business, condition (financial or other), income,
operations, stock ownership or prospects of the issuer
and its subsidiaries;
and, in the reasonable judgment of the issuer, such event or
events make it undesirable or inadvisable to proceed with the
Offer or with such acceptance for payment or payment.
- 4 -<PAGE>
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
June 6, 1995 /s/ Robert L. Fiscus
----------------------------------
Robert L. Fiscus
President and
Chief Financial Officer
The United Illuminating Company
- 5 -
