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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
The United Illuminating Company
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(Name of Issuer)
The United Illuminating Company
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(Name of Person(s) Filing Statement)
4.35 % Preferred Stock, Series A
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(Title of Class of Securities)
910637 30 5
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(CUSIP Number of Class of Securities)
4.72% Preferred Stock, Series B
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(Title of Class of Securities)
910637 50 3
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(CUSIP Number of Class of Securities)
4.64% Preferred Stock, Series C
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(Title of Class of Securities)
910637 85 9
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(CUSIP Number of Class of Securities)
5 5/8% Preferred Stock, Series D
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(Title of Class of Securities)
910637 20 6
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(CUSIP Number of Class of Securities)
William C. Baskin, Jr., Esq.
Wiggin & Dana
One Century Tower
New Haven, CT 06508-1832
(203) 498-4304
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
May 10, 1995
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(Date Tender Offer First Published, Sent or Given to Security Holders)
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Calculation of Filing Fee
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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.
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[ ] 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:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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Item 1. Security and Issuer
(a) The name and the address of the principal executive
office of the issuer are:
The United Illuminating Company
157 Church Street
New Haven, Connecticut 06506-0901
(b) The issuer is offering to purchase (the "Offer"):
(i) All 40,425 shares of its 4.35% Preferred Stock,
Series A, $100 par value, (the "Series A Shares"
and each a "Series A Share") that are issued and
outstanding as of the date of this Schedule. The
consideration offered by the issuer is a purchase
price of $58.00 per Series A Share, together with
a dividend per Series A Share equal to $.0119178
multiplied by the number of days from and
including April 15, 1995 to and excluding the date
of payment of the purchase price. No Series A
Share will be purchased from any officer, director
or affiliate of the issuer.
(ii) All 48,280 shares of its 4.72% Preferred Stock,
Series B, $100 par value, (the "Series B Shares"
and each a "Series B Share") that are issued and
outstanding as of the date of this Schedule. The
consideration offered by the issuer is a purchase
price of $62.93 per Series B Share, together with
a dividend per Series B Share equal to $.0129315
multiplied by the number of days from and
including April 15, 1995 to and excluding the date
of payment of the purchase price. No Series B
Share will be purchased from any officer, director
or affiliate of the issuer.
(iii) All 32,100 shares of its 4.64% Preferred
Stock, Series C, $100 par value, (the "Series
C Shares" and each a "Series C Share") that
are issued and outstanding as of the date of
this Schedule. The consideration offered by
the issuer is a purchase price of $61.87 per
Series C Share, together with a dividend per
Series C Share equal to $.0127123 multiplied
by the number of days from and including
April 15, 1995 to and excluding the date of
payment of the purchase price. No Series C
Share will be purchased from any officer,
director or affiliate of the issuer.
(iv) All 51,200 shares of its 5 5/8% Preferred Stock,
Series D, $100 par value, (the "Series D Shares"
and each a "Series D Share") that are issued and
outstanding as of the date of this Schedule. The
consideration offered by the issuer is a purchase
price of $75.00 per Series D Share, together with
a dividend per Series D Share equal
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to $.0154109 multiplied by the number of days from
and including April 15, 1995 to and excluding the
date of payment of the purchase price. No Series
D Share will be purchased from any officer,
director of affiliate of the issuer.
(c) None of the Series A Shares, the Series B Shares, the
Series C Shares or the Series D Shares (collectively,
the "Shares") have ever been registered under the
Securities Act of 1933 or the Securities Exchange Act
of 1934 (the "Exchange Act") and there is no
established trading market for any of the Shares.
(d) This statement is filed by the issuer.
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. 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 3. Purpose of the Tender Offer and Plans or Proposals of
the Issuer or Affiliate
The issuer believes that the purchase of the Shares at this
time represents an attractive opportunity that will benefit the
issuer and its shareholders. In addition, the
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Offer gives shareholders the opportunity to sell their Shares
without the usual transaction costs associated with a sale.
Shares that the issuer purchases pursuant to the Offer will
be retired and canceled.
After the consummation of the Offer, the issuer may
determine to purchase additional shares that are not tendered and
purchased as a result of the Offer, in privately negotiated
transactions, through one or more tender offers or otherwise.
Any such purchases may be on the same terms as, or on terms which
are more or less favorable to holders of such Shares than, the
terms of the Offer. However, the issuer has no present intention
or expectation of making any such purchases, and neither the
issuer nor any affiliate of the issuer will purchase any Shares,
other than pursuant to the Offer, until at least ten business
days after the Expiration Date of the Offer, which is the later
of 5:00 P.M., New York City time, on June 8, 1995 or the latest
time and date to which the Offer is extended by the issuer. Any
future purchases of Shares by the issuer would depend on many
factors, including the issuer's business and financial position,
restrictions on the issuer's ability to purchase shares imposed
by law or New York Stock Exchange listing requirements and
general economic and market conditions.
The Series A Shares are redeemable by the issuer at any time
and/or from time to time at a stated redemption price of $102.00
per share, plus an amount equal to accrued and unpaid dividends
to the date of redemption. The Series B Shares, the Series C
Shares and the Series D Shares are redeemable by the issuer at
any time and/or from time to time at a stated redemption price of
$101.00 per share, plus an amount equal to accrued and unpaid
dividends to the date of redemption. The issuer may redeem any
Shares not tendered and purchased pursuant to the Offer at any
time or from time to time at the stated redemption price, plus an
amount equal to accrued and unpaid dividends to the date of
redemption. However, the issuer has no present intention or
expectation of making any such redemption.
Except as disclosed in this statement, the issuer has no
plans or proposals that relate to or would result in: (a) the
acquisition by any person of additional securities of the issuer
or the disposition of securities of the issuer; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of
assets of the issuer or any of its subsidiaries; (d) any change
in the present Board of Directors or management of the issuer;
(e) any material change in the present dividend rate or policy,
or indebtedness or capitalization of the issuer; (f) any other
material change in the issuer's corporate structure or business;
(g) any change in the issuer's Certificate of Incorporation or
Bylaws or any other actions that may impede the acquisition of
control of the issuer by any person; (h) a class of equity
securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) the suspension of the issuer's obligation to file reports
pursuant to Section 15(d) of the Exchange Act.
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Item 4. Interest in the Securities of the Issuer
Based on the issuer's records and information provided to
the issuer by its directors and executive officers, neither the
issuer nor, to the issuer's knowledge, any of its associates,
subsidiaries, directors, executive officers of any associate of
any such director or executive officer has engaged in any
transactions involving any of the Shares during the 40 business
days preceding the date of this Schedule.
Item 5. Contracts, Arrangements, Understanding or Relationships
With Respect to the Issuer's Securities
Except for its agreement with Morgan Stanley & Co.
Incorporated described in Item 6 below, neither the issuer nor,
to the issuer's knowledge, any of its directors or executive
officers is a party to any contract, arrangement, understanding
or relationship relating directly or indirectly to the Offer with
any other person with respect to any securities of the issuer.
Item 6. Persons Retained, Employed or to be Compensated
Morgan Stanley & Co. Incorporated will act as Dealer Manager
for the issuer in connection with the Offer. The issuer has
agreed to pay the Dealer Manager predetermined compensation for
the Dealer Manager's services. The Dealer Manager will also be
reimbursed by the issuer for its reasonable out-of-pocket
expenses, including attorneys' fees, and will be indemnified
against certain liabilities, including certain liabilities under
the federal securities laws.
The issuer has retained The Bank of New York as Depositary
and D.F. King & Co., Inc. as Information Agent in connection with
the Offer. The Depositary and the Information Agent will receive
reasonable and customary compensation for their services and will
also be reimbursed for certain out-of-pocket expenses. The
issuer has agreed to indemnify the Depositary and the Information
Agent against certain liabilities, including certain liabilities
under the federal securities law. Neither the Depositary nor the
Information Agent has been retained to make solicitations or
recommendations in connection with the Offer.
Item 7. Financial Information
The audited consolidated financial statements of the issuer
for each of the years ended December 31, 1993 and December 31,
1994, set forth on pages 40 through 70, inclusive, of the
issuer's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, filed with the Commission, are incorporated
herein by reference.
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The issuer's ratio of earnings to fixed charges for each of
the periods indicated was as follows:
<TABLE>
<CAPTION>
Twelve Months Ended
December 31
1994 1993
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<S> <C> <C>
Ratio of Earnings to Fixed Charges*/ 1.99 1.69
</TABLE>
The book value of the issuer's common stock as of December 31,
1994 was $30.39 per share.
Item 8. Additional Information
No additional information is material to a decision by the
owner of any Shares whether to sell, tender or hold such Shares.
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[FN]
* "Earnings," as defined by Commission Regulation S-K, represent
the aggregate of (1) net income, (2) taxes based on income, (3)
investment tax credit adjustments-net and (4) fixed charges.
"Fixed Charges," as defined by Commission Regulation S-K,
represent interest (whether expended or capitalized), related
amortization and interest applicable to rentals charged to
operating expenses.
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Item 9. Material to be filed as Exhibits
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Exhibit No. Description
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1 Copy of letter sent to owners of the Shares by or on
behalf of the issuer.
2 Copy of Offer to Purchase sent to owners of the Shares
by or on behalf of the issuer.
3 Copy of form of Letter of Transmittal sent to owners of
the Shares by or on behalf of the issuer.
4 Copy of form of Dealer Manager Agreement, dated May 10,
1995, between the issuer and Morgan Stanley & Co.
Incorporated.
5 Copy of Revolving Credit Agreement, dated as of
December 15, 1994, among the issuer, as Borrower, and
the Banks named therein, as Banks, and Citibank, N.A.,
as Agent.*/
6 Audited financial statements of the issuer for the
fiscal years ended December 31, 1993 and December 31,
1994.**/
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<FN>
* Annexed as Exhibit No. 10.14 to the issuer's Annual Report
(Form 10-K) for fiscal year ended December 31, 1994, and hereby
incorporated by reference as an exhibit to this statement.
** Pages 40 through 70, inclusive of issuer's Annual Report
(Form 10-K) for fiscal year ended December 31, 1994, hereby
incorporated by references as an exhibit to this Schedule.
</TABLE>
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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.
May 9, 1995
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Kurt Mohlman
Treasurer and Secretary
The United Illuminating Company
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
1 Copy of letter sent to owners of the Shares by or on
behalf of the issuer.
2 Copy of Offer to Purchase sent to owners of the
Shares by or on behalf of the issuer.
3 Copy of form of Letter of Transmittal sent to owners
of the Shares by or on behalf of the issuer.
4 Copy of form of Dealer Manager Agreement, dated May
10, 1995, between the issuer and Morgan Stanley &
Co. Incorporated.
5 Copy of Revolving Credit Agreement, dated as of
December 15, 1994, among the issuer, as Borrower,
and the Banks named therein, as Banks, and Citibank,
N.A., as Agent.
6 Audited financial statements of the issuer for the
fiscal years ended December 31, 1993 and December 31,
1994.
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[TYPED ON THE UNITED ILLUMINATING COMPANY LETTERHEAD]
May 10, 1995
Dear Shareholder:
The United Illuminating Company is offering to purchase all
outstanding shares of its
4.35% Preferred Stock, Series A, at a price of $58.00
per share,
4.72% Preferred Stock, Series B, at a price of $62.93
per share,
4.64% Preferred Stock, Series C, at a price of $61.87
per share,
5 5/8% Preferred Stock, Series D, at a price of $75.00
per share.
Each share that is properly tendered (and is not withdrawn)
will, subject to the terms and conditions set forth in the
enclosed Offer to Purchase, be purchased at the applicable price,
together with the accrued and unpaid dividend from the last
dividend payment date, net to the selling shareholder in cash.
If you do not wish to participate in the Offer, you do not
need to take any action.
The Offer is explained in detail in the enclosed Offer to
Purchase and Letter of Transmittal. If you want to tender your
shares, the instructions on how to tender shares are also
explained in detail in the enclosed materials. I encourage you
to read carefully these materials before making any decision with
respect to the Offer.
The Company believes that the purchase of shares at this
time represents an attractive opportunity that will benefit the
Company and its shareholders. There is a limited market for
these shares; and the Offer gives shareholders the opportunity to
sell their shares without the usual transaction costs associated
with a sale.
Neither the Company nor its Board of Directors makes any
recommendation to any shareholder whether to tender any or all
shares.
Sincerely,
Robert L. Fiscus
President and
Chief Financial Officer
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<PAGE>
THE UNITED ILLUMINATING COMPANY
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES
OF ITS
40,425 SHARES OF 4.35% PREFERRED STOCK, SERIES A
AT A PURCHASE PRICE OF $58.00 PER SHARE
48,280 SHARES OF 4.72% PREFERRED STOCK, SERIES B
AT A PURCHASE PRICE OF $62.93 PER SHARE
32,100 SHARES OF 4.64% PREFERRED STOCK, SERIES C
AT A PURCHASE PRICE OF $61.87 PER SHARE
AND
51,200 SHARES OF 5 5/8% PREFERRED STOCK, SERIES D
AT A PURCHASE PRICE OF $75.00 PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.
NEW YORK CITY TIME, ON THURSDAY, JUNE 8, 1995
UNLESS THE OFFER IS EXTENDED.
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The United Illuminating Company (the "Company"), a
Connecticut corporation, invites the owners of its outstanding
4.35% Preferred Stock, Series A, $100 par value (the "Series A
Stock"), 4.72% Preferred Stock, Series B, $100 par value (the
"Series B Stock"), 4.64% Preferred Stock, Series C, $100 par
value (the "Series C Stock"), and 5 5/8% Preferred Stock, Series
D, $100 par value (the "Series D Stock"), to tender their shares,
at the price per share for each such series set forth above and
herein, plus an amount equal to all accrued and unpaid dividends
on such shares from April 15, 1995 to the date of payment, net to
the seller in cash, on the terms and subject to the conditions
set forth herein and in the related Letter of Transmittal (which
together constitute the "Offer"). The Company will purchase all
shares validly tendered and not withdrawn, on the terms and
subject to the conditions of the Offer.
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THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED
The Offer is, however, subject to other conditions. See
"Terms of the Offer - Certain Conditions of the Offer."
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IMPORTANT
Any shareholder desiring to tender all or any portion of his
or her shares should (i) complete and sign the Letter of
Transmittal or a facsimile thereof in accordance with the
instructions in the Letter of Transmittal, mail or deliver it and
any other required documents to The Bank of New York (the
"Depositary"), and (ii) deliver the certificates for such shares
to the Depositary, along with the Letter of Transmittal, prior to
the Expiration Date. Delivery of shares effected through book-
entry transfer must be accompanied by either (i) a properly
completed and duly executed Letter of Transmittal or facsimile
thereof and any other documents required by the Letter of
Transmittal or (ii) an Agent's Message and, in any case, received
by the Depositary prior to the Expiration Date. A shareholder
whose shares are registered in the name of a broker, dealer,
commercial bank, trust company or nominee must contact such
broker, dealer, commercial bank, trust company or nominee if he
or she desires to tender such shares.
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NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER
ALL OR ANY SHARES. EACH SHAREHOLDER MUST MAKE HIS OR HER OWN
DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER.
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Questions or requests for assistance or for additional
copies of this Offer to Purchase, the Letter of Transmittal or
other tender offer materials may be directed to the Information
Agent or the Dealer Manager for the Offer at their respective
addresses and telephone numbers set forth on the back cover of
this Offer to Purchase.
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THE DEALER MANAGER FOR THE OFFER IS:
MORGAN STANLEY & CO.
INCORPORATED
MAY 10, 1995
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NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER
SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE LETTER
OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY.
TERMS OF THE OFFER
NUMBER OF SHARES; PURCHASE PRICES; EXPIRATION DATE; DIVIDENDS.
On the terms and conditions set forth herein and in the
Letter of Transmittal, the Company will purchase, for cash, all
of the shares of Series A Stock, Series B Stock, Series C Stock
and Series D Stock (each a "Series of Stock") that are validly
tendered on or prior to the Expiration Date (and not properly
withdrawn in accordance with "Terms of the Offer - Withdrawal
Rights"), at the following prices:
- 40,425 Shares of Series A Stock. $58.00 per
share, together with a dividend per share equal
to $.0119178 multiplied by the number of days
from and including April 15, 1995 to and
excluding the date of payment
- 48,280 Shares of Series B Stock. $62.93 per
share, together with a dividend per share equal
to $.0129315 multiplied by the number of days
from and including April 15, 1995 to and
excluding the date of payment.
- 32,100 Shares of Series C Stock. $61.87 per
share, together with a dividend per share equal
to $.0127123 multiplied by the number of days
from and including April 15, 1995 to and
excluding the date of payment.
- 51,200 Shares of Series D Stock. $75.00 per
share, together with a dividend equal to
$.0154109 multiplied by the number of days from
and including April 15, 1995 to and excluding the
date of payment.
With respect to each of the Series of Stock, the Expiration
Date is the later of 5:00 p.m. New York City time, on Thursday,
June 8, 1995, or the latest time and date to which the Offer with
respect to such Series of Stock is extended. The Company
expressly reserves the right, in its sole discretion, and at any
time and/or from time to time, to extend the period of time
during which the Offer for any Series of Stock is open, by giving
oral or written notice of such extension to the Depositary,
without extending the period of time during which the Offer for
any other Series of Stock is open. There is
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no assurance whatsoever that the Company will exercise its right
to extend the Offer for any Series of Stock.
THE OFFER IS NOT CONDITIONAL ON ANY MINIMUM NUMBER OF SHARES
OF STOCK OF ANY SERIES OF STOCK OR OF ALL OF THE SEVERAL SERIES
OF STOCK BEING TENDERED.
No alternative, conditional or contingent tenders will be
accepted.
A regular quarterly dividend has been declared on each of
the Series of Stock, payable July 15, 1995 to owners of record on
June 12, 1995. A tender and purchase of shares pursuant to the
Offer will result in the tendering shareholder's receiving
payment of a dividend per share, at the dividend rate fixed for
shares of the Series of Stock tendered, from April 15, 1995 (the
last regular quarterly dividend payment date) to the date of
payment for such shares; and, therefore, such tender and purchase
will deprive the shareholders of his or her right to receive the
dividend payable on July 15, 1995. Owners of shares tendered and
purchased pursuant to the Offer will not be entitled to any
dividends on such shares in respect of any later dividend period.
PROCEDURE FOR TENDERING SHARES.
To tender shares validly pursuant to the Offer, the
tendering owner of shares must (i) send to the Depositary (at
its address set forth on the back cover of this Offer to
Purchase) a properly completed and duly executed Letter of
Transmittal or facsimile thereof, together with any required
signature guarantees and any other documents required by the
Letter of Transmittal and (ii) certificates for the shares to be
tendered.
The Depository will establish an account with respect to the
shares at The Depository Trust Company, Midwest Securities Trust
Company and Philadelphia Depository Trust Company (collectively
referred to as the "Book-Entry Transfer Facilities") for purposes
of the Offer within two business days after the date of this
Offer to Purchase, and any financial institution that is a
participant in the system of any Book-Entry Transfer Facility may
make delivery of shares by causing such Book-Entry Transfer
Facility to transfer such shares into the Depositary's account in
accordance with the procedures of such Book-Entry Transfer
Facility.
Although delivery of shares may be effected through book-
entry transfer, such delivery must be accompanied by either (i) a
properly completed and duly executed Letter of Transmittal or
facsimile thereof, together with any required signature
guarantees and any other required documents or (ii) an Agent's
Message (as hereinafter defined) and, in any case, must be
received by the Depositary at one of its addresses set forth on
the back cover of this Offer to Purchase on or prior to the
Expiration Date.
The term "Agent's Message" means a message, transmitted by
one of the Book-Entry Transfer Facilities and received by the
Depositary and forming a part of the book-entry transfer when a
tender is initiated, which states that the Book-Entry Transfer
Facility has received an express acknowledgement from a
participant tendering shares
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that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Company may
enforce such agreement against such participant.
Except as otherwise provided below, all signatures on a
Letter of Transmittal must be guaranteed by a firm that is a
member of a registered national securities exchange or the
National Association of Securities Dealer, Inc., or by a
commercial bank or trust company having an office or
correspondent in the United States that is a participant in an
approved Signature Guarantee Medallion Program (each of the
foregoing being referred to as an "Eligible Institution").
Signatures on a Letter of Transmittal need not be guaranteed if
(a) the Letter of Transmittal is signed by the registered owner
of the shares tendered therewith and such owner has not completed
the box entitled "Special Payment Instructions" or the box
entitled "Special Delivery Instructions" on the Letter of
Transmittal or (b) such shares are tendered for the account of an
Eligible Institution. See instructions 1 and 5 of the Letter of
Transmittal.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
TO AVOID FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31%
OF THE GROSS PAYMENTS MADE PURSUANT TO THE OFFER, EACH
SHAREHOLDER MUST NOTIFY THE DEPOSITARY OF SUCH SHAREHOLDER'S
CORRECT TAXPAYER IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER
INFORMATION BY PROPERLY COMPLETING THE SUBSTITUTE FORM W-9
INCLUDED IN THE LETTER OF TRANSMITTAL. FOREIGN SHAREHOLDERS MUST
SUBMIT A PROPERLY COMPLETED FORM W-8 IN ORDER TO AVOID THE
APPLICABLE BACKUP WITHHOLDING; PROVIDED, HOWEVER, THAT BACKUP
WITHHOLDING WILL NOT APPLY TO FOREIGN STOCKHOLDERS SUBJECT TO 30%
(OR LOWER TREATY RATE) WITHHHOLDING ON GROSS PAYMENTS RECEIVED
PURSUANT TO THE OFFER. EACH SHAREHOLDER IS URGED TO CONSULT WITH
HIS OR HER OWN TAX ADVISOR.
All questions as to the form of documents and the validity,
eligibility (including the time of receipt) and acceptance for
payment of any tender of shares will be determined by the
Company, in its sole discretion, and its determination will be
final and binding. The Company reserves the absolute right to
reject any or all tenders of shares that (i) it determines are
not in proper form or (ii) the acceptance for payment of or
payment for which may, in the opinion of the Company's counsel,
be unlawful. The Company also reserves the absolute right to
waive any defect or irregularity in any tender of shares. None
of the Company, the Dealer Manager, the Depositary, the
Information Agent or any other person will be under any duty to
give notice of any defect or irregularity in tenders, nor shall
any of them incur liability for failure to give any such notice.
WITHDRAWAL RIGHTS.
Tenders of shares made pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date. Thereafter,
such tenders are irrevocable, except that they may
- 4 -<PAGE>
<PAGE>
be withdrawn after Thursday, July 6, 1995 unless theretofore
accepted for payment as provided in this Offer to Purchase.
To be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary, at its
address set forth on the back cover of this Offer to Purchase and
must specify the name of the person who tendered the shares to be
withdrawn and the number of shares to be withdrawn. If the
shares to be withdrawn have been delivered to the Depositary, a
signed notice of withdrawal with signatures guaranteed by an
Eligible institution (except in the case of shares tendered by an
Eligible Institution) must be submitted prior to the release of
such shares. In addition, such notice must specify, in the case
of shares tendered by delivery of share certificates, the name of
the registered owner (if different from that of the tendering
shareholder) and the serial numbers shown on the particular
certificates evidencing the shares to be withdrawn or, in the
case of shares tendered by book-entry transfer, the name and
number of the account at one of the Book-Entry Transfer
Facilities to be credited with the withdrawn shares and the name
of the registered holder (if different from the name of such
account). Withdrawals may not be rescinded, and shares withdrawn
will thereafter be deemed not validly tendered for purposes of
the Offer. However, withdrawn shares may be retendered by again
following one of the procedures described in "Terms of the Offer -
Procedure for Tendering Shares" at any time prior to the
Expiration Date.
All questions as to the form and validity (including time of
receipt) of any notice of withdrawal will be determined by the
Company, in its sole discretion, and its determination will be
final and binding. None of the Company, the Dealer Manager, the
Depositary, the Information Agent or any other person will be
under any duty to give notification to any defect or irregularity
in any notice of withdrawal or incur any liability for failure to
give any such notification.
ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE
PRICE AND DIVIDEND.
On the terms and subject to the conditions of the Offer, and
as promptly as practicable after the Expiration Date, the Company
will accept for payment and pay for shares validly tendered.
For purposes of the Offer, the Company will be deemed to
have accepted for payment (and thereby purchased) shares that are
validly tendered and not withdrawn as, if and when it gives oral
or written notice to the Depositary, of the Company's acceptance
for payment of such shares. The Company will pay for shares that
it has purchased pursuant to the Offer by depositing the purchase
price therefor and dividend thereon with the Depositary, which
will act as agent for tendering shareholders for the purpose of
receiving payment from the Company and transmitting payment to
tendering shareholders. Under no circumstances will interest be
paid on amounts to be paid to tendering shareholders, regardless
of any delay in making such payment.
Certificates for all shares not validly tendered will be
returned or, in the case of shares tendered by book-entry
transfer, such shares will be credited to an account
- 5 -<PAGE>
<PAGE>
maintained with a Book-Entry Transfer Facility, as promptly as
practicable, without expense to the tendering shareholder.
If certain events occur, the Company may not be obligated to
purchase shares pursuant to the Offer. See "Terms of the Offer -
Certain Conditions of the Offer."
The Company will pay or cause to be paid any stock transfer
taxes with respect to the sale and transfer of any shares to it
or its order pursuant to the Offer. If, however, payment of the
purchase price is to be made to, or shares not tendered or not
purchased as to be registered in the name of, any person other
than the registered owner, or if tendered shares are registered
in the name of any person other than the person signing the
Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered owner, such other person or
otherwise) payable on account of the transfer to such person will
be deducted from the purchase price unless satisfactory evidence
of the payment of such taxes, or exemption therefrom, is
submitted. See Instruction 6 of the Letter of Transmittal.
CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the
Company 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 any
manner relates to or affects the Offer or (ii) in the sole
judgment of the Company, could materially and adversely affect
the business, condition (financial or other), income, operations
or prospects of the Company and its subsidiaries taken as a
whole, or otherwise materially impair in any way the contemplated
future conduct of the business of the Company or any of its
subsidiaries or materially impair the Offer's contemplated
benefits to the Company;
(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 Company or any of its
subsidiaries, by any legislative body, court, authority, agency
or tribunal that, in the Company's sole 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 Company, or render the Company
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 Company or (iv) materially affect the business,
condition
- 6 -<PAGE>
<PAGE>
(financial or other), income, operations or prospects of the
Company and its subsidiaries taken as a whole, or otherwise
materially impair in any way the contemplated future conduct of
the business of the Company 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 Company's business, operations, prospects or
ability to obtain financing generally or the trading in the other
equity securities of the Company, (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 Company's sole 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 sole judgment of the Company result,
in an actual or threatened change in the business, condition
(financial or other), income, operations, stock ownership or
prospects of the Company and its subsidiaries;
and, in the sole judgment of the Company, such event or events
make it undesirable or inadvisable to proceed with the Offer or
with such acceptance for payment or payment.
The foregoing conditions are for the sole benefit of the
Company and may be asserted by the Company regardless of the
circumstances (including any action or inaction by the Company)
giving rise to any such condition, and any such condition may be
waived by the Company, in whole or in part, at any time and from
time to time in its sole discretion. The failure by the Company
at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be
deemed an ongoing right which may be asserted at any time and
from time to time. Any determination by the Company concerning
the events described above will be final and binding on all
parties.
EXTENSION OF TENDER PERIOD; TERMINATION.
The Company expressly reserves the right, in its sole
discretion, and at any time and/or from time to time, to extend
the period of time during which the Offer for any Series of Stock
is open by giving oral or written notice of such extension to the
Depositary, without extending the period of time during which the
Offer for any other Series of Stock is open. There can be no
assurance, however, that the Company will exercise its right to
extend the Offer for any Series of Stock. During any such
extension, all shares of the subject Series of Stock previously
tendered will remain subject to the Offer, except to the extent
that such shares may be withdrawn as set forth in "Terms of the
Offer - Withdrawal Rights." The Company also expressly reserves
the right, in its sole discretion, to terminate the Offer and not
accept for payment or pay for any shares tendered, subject to
Rule 13e-4(f)(5) under the Exchange Act, which requires the
Company either to pay the consideration offered or to return the
shares tendered promptly after the termination or withdrawal of
the Offer, upon the occurrence of any of
- 7 -<PAGE>
<PAGE>
the conditions specified in "Terms of the Offer - Certain
Conditions of the Offer" by giving oral or written notice of such
termination to the Depositary, and making a public announcement
thereof.
If the Company materially changes the terms of the Offer or
the information concerning the Offer, or if it waives a material
condition of the Offer, the Company will extend the Offer to the
extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) under the
Exchange Act. Those rules require that the minimum period during
which an offer must remain open following material changes in the
terms of the offer or information concerning the offer (other
than a change in price or change in percentage of securities
sought) will depend on the facts and circumstances, including the
relative materiality of such terms or information. In a
published release, the Commission has stated that, in its view,
an offer should remain open for a minimum of five business days
from the date that a notice of such a material change is first
published, sent or given. The Offer will continue to be extended
for at least ten business days from the time the Company
publishes, send or gives to holders of shares a notice that it
will (a) increase or decrease the price it will pay for shares or
(b) decrease the percentage of shares it seeks.
MARKET FOR SHARES
None of the shares of any of the Series of Stock has ever
been registered under the Securities Act of 1933 or the Exchange
Act; and there is no established trading market for any of such
shares known to the Company.
DIVIDENDS
A regular quarterly dividend has been declared on each of
the Series of Stock, payable July 15, 1995 to owners of record on
June 12, 1995. A tender and purchase of shares pursuant to the
Offer will result in the tendering shareholders receiving payment
of a dividend per share, at the dividend rate fixed for shares of
the Series of Stock tendered, from April 15, 1995 (the last
regular quarterly dividend payment date) to the date of payment
for such shares; and, therefore, such tender and purchase will
deprive the shareholder of his or her right to receive the
dividend payable on July 15, 1995. Owners of sharers tendered
and purchased pursuant to the Offer will not be entitled to any
dividends on such shares in respect of any later dividend period.
- 8 -<PAGE>
<PAGE>
PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The Company believes that the purchase of its shares of each
of the several Series of Stock at this time represents an
attractive opportunity that will benefit the Company and its
shareholders. In addition, the Offer gives shareholders the
opportunity to sell their shares without the usual transaction
costs associated with a sale.
As of May 10, 1995, there are issued and outstanding
40,425 shares of Series A Stock,
48,280 shares of Series B Stock,
32,100 shares of Series C Stock,
51,200 shares of Series D Stock.
Shares that the Company purchases pursuant to the Offer will
be retired and canceled.
After the consummation of the Offer, the Company may
determine to purchase additional shares of one or more of the
Series of Stock that are not tendered and purchased as a result
of the Offer in privately negotiated transactions, through one or
more tender offers or otherwise. Any such purchases may be on
the same terms as, or on terms which are more or less favorable
to holders of such shares than, the terms of the Offer. However,
Rule 13e-4 under the Exchange Act prohibits the Company and its
affiliates from purchasing any such shares, other than pursuant
to the Offer, until at least ten business days after the
Expiration Date. Any future purchases of shares by the Company
would depend on many factors, including the Company's business
and financial position, restrictions on the Company's ability to
purchase shares imposed by law or New York Stock Exchange listing
requirements and general economic and market conditions.
The shares of Series A Stock are redeemable by the Company
at any time and/or from time to time at a stated redemption price
of $102.00 per share, plus an amount equal to accrued and unpaid
dividends to the date of redemption. The shares of the Series B
Stock, Series C Stock and Series D Stock are redeemable by the
Company at any time and/or from time to time at a stated
redemption price of $101.00 per share, plus an amount equal to
accrued and unpaid dividends to the date of redemption. However,
the Offer does not constitute a notice of redemption of any such
shares pursuant to the Company's Certificate of Incorporation,
and owners of shares that are the subject of this Offer are not
under any obligation to accept the Offer or to remit their shares
to the Company pursuant to the Offer. The Company may redeem any
shares not tendered and purchased pursuant to the Offer at any
time or from time to time at the stated redemption price, plus an
amount equal to accrued and unpaid dividends to the date of
redemption. The shares of each of the Series of Stock have no
preemptive or conversion rights and are not entitled to any
sinking fund or similar fund. Upon liquidation or dissolution of
the Company, owners of the shares of each of the
- 9 -<PAGE>
<PAGE>
Series of Stock are entitled to receive an amount equal to the
liquidation preference per share ($100) plus all accrued and
unpaid dividends (whether or not earned or declared) thereon to
the date of payment, prior to the payment of any amounts to the
holders of the Company's common stock.
It is likely that the Offer will reduce the number of shares
of each of the Series of Stock that might otherwise trade
publicly or become available for purchase and/or sale and will
reduce the number of owners of shares of each of the Series of
Stock, which could adversely affect the liquidity and sale value
of the shares not purchased in the Offer.
Except as disclosed in this Offer to Purchase, the Company
has no plans or proposals that relate to or would result in: (a)
the acquisition by any person of additional securities of the
Company or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries; (c) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; (d) any change
in the present Board of Directors or management of the Company;
(e) any material change in the present dividend rate or policy,
or indebtedness or capitalization of the Company; (f) any other
material change in the Company's corporate structure or business;
(g) any change in the Company's Certificate of Incorporation or
Bylaws or any actions that may impede the acquisition of control
of the Company by any person; (h) a class of equity securities of
the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) the
suspension of the Company's obligation to file reports pursuant
to Section 15(d) of the Exchange Act.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATIONS TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR
ANY SHARES. EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases all shares of each of
the Series of Stock pursuant to the Offer, the total amount
required by the Company to purchase such shares will be $11.2
million, exclusive of the dividend payments, fees and other
expenses. The Company 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
currently extends to December 14, 1995. The borrowing limit of
this facility is $225 million. The facility permits the Company
to borrow funds at a fluctuating interest rate determined by the
prime lending market in New York, and also permits the Company to
borrow money for fixed periods of time specified by the Company
at fixed interest rates determined by the Eurodollar interbank
market in London, or by bidding, at the Company's option. If a
material adverse change in the business, operations, affairs,
assets or condition, financial or otherwise, or prospects of the
Company and its subsidiaries, on a consolidated basis, should
occur, the banks may decline to lend
- 10 -<PAGE>
<PAGE>
additional money to the Company 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 Company had $152.5 million in short-term borrowings
outstanding under this facility.
TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES
The Company has been advised by its directors and executive
officers that no directors or executive officers of the Company
own any shares of any of the Series of Stock.
Based upon the Company's records and upon information
provided to the Company by its directors and executive officers,
neither the Company nor, to the Company's knowledge, any of its
associates, subsidiaries, directors, executive officers or any
associate of any such director or executive officer has engaged
in any transactions involving shares of any of the Series of
Stock during the 40 business days preceding the date hereof.
Neither the Company nor, to the Company's knowledge, any of its
directors or executive officers is a party to any contract,
arrangement, understanding or relationship relating directly or
indirectly to the Offer with any other person with respect to any
securities of the Company.
FEES AND EXPENSES
Morgan Stanley & Co. Incorporated will act as Dealer Manager
for the Company in connection with the Offer. The Company has
agreed to pay the Dealer Manager pre-determined compensation for
the Dealer Manager's services. The Dealer Manager will also be
reimbursed by the Company for its reasonable out-of-pocket
expenses, including attorneys' fees, and will be indemnified
against certain liabilities, including certain liabilities under
the federal securities laws. Morgan Stanley & Co. Incorporated
has rendered, is currently rendering and is expected to continue
to render various investment banking and other advisory services
to the Company. It has received, and will continue to receive,
customary compensation from the Company for such services.
The Company has retained The Bank of New York as Depositary
and D.F. King & Co., Inc. as Information Agent in connection with
the Offer. The Depositary and Information Agent will receive
reasonable and customary compensation for their services and will
also be reimbursed for certain out-of-pocket expenses. The
Company has agreed to indemnify the Depositary and Information
Agent against certain liabilities, including certain liabilities
under the federal securities law, in connection with the Offer.
Neither the Depositary nor the Information Agent has been
retained to make solicitations or recommendations in connection
with the Offer.
The Company will pay all stock transfer taxes, if any,
payable on account of the acquisition of shares by the Company
pursuant to the Offer, except in certain circumstances where
special payment or delivery procedures are utilized pursuant to
Instruction 6 of the Letter of Transmittal.
- 11 -<PAGE>
<PAGE>
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION.
The following selected financial data for each of the years
ended December 31, 1994 and December 31, 1993 were derived from
the audited consolidated financial statements of The United
Illuminating Company and its subsidiaries incorporated by
reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1994. The data should be read in
conjunction with, and is qualified in its entirety by reference
to, such audited consolidated financial statements and their
related notes. The Annual Report on Form 10-K may be obtained
from the Commission in the manner specified in "Additional
Information."
<TABLE>
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
<CAPTION>
Year Ended December 31
----------------------
1994 1993
---- ----
<S> <C> <C>
Income Statement Data
Revenues ($000) $656,748 $653,023
Income before extraordinary items ($000) $46,795 $40,481
Net income ($000) $46,795 $40,481
Average number of common shares
outstanding (000) 14,085 14,064
Ratio of earnings to fixed charges 1.99 1.69
Balance Sheet (at end of period):
Working capital ($000) $5,048 $37,091
Total assets ($000) $2,074,991 $2,134,292
Total indebtedness ($000) $968,473 $1,018,601
Shareholders' equity ($000) $428,028 $423,324
Book value per common share $30.39 $30.06
</TABLE>
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files periodic reports, proxy
statements and other information with the Commission. The Company is required
to disclose in such proxy statements certain information, as of particular
dates, concerning the Company's directors and officers, their remuneration,
stock options granted to them, the principal holders of the Company's
securities and any material interest of such persons in transactions with
the Company. The Company has also filed an Issuer Tender Offer Statement
on Schedule 13E-4 with the Commission that includes certain additional
information relating to the Offer.
Such material can be inspected and copied at the public reference
facilities of the Commission, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its regional offices at Seven World Trade Center, 13th
Floor, New York, New York 10048,
- 12 -<PAGE>
<PAGE>
and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Reports, proxy materials and other information about
the Company are also available at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104. Copies may also
be obtained by mail from the Commission's Public Reference Branch, 450
Fifth Street, N.W., Washington, D.C. 20549. The Company's Schedule 13E-4
will not be available at the Commission's regional offices.
MISCELLANEOUS
The Offer is not being made to, nor will the Company accept tenders
from, owners of shares in any jurisdiction in which the Offer or its
acceptance would not be in compliance with the laws of such jurisdiction.
The Company is not aware of any jurisdiction where the making of the Offer
or the tender of shares would not be in compliance with applicable law.
If the Company becomes aware of any jurisdiction where the making of the
Offer or the tender of shares is not in compliance with any applicable law,
the Company will make a good faith effort to comply with such law. If,
after such good faith effort, the Company cannot comply with such law, the
Offer will not be made to (nor will tenders be accepted from or on behalf
of) the owners of shares residing in such jurisdiction. In any jurisdiction
in which the securities, blue sky or other laws require the Offer to be
made by a licensed broker or dealer, the Offer will be deemed to be made
on the Company's behalf by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
- 13 -<PAGE>
<PAGE>
Facsimile copies of the Letter of Transmittal will be accepted.
The Letter of Transmittal and certificates for shares should be sent or
delivered by each shareholder of the Company or his or her broker, dealer,
bank or trust company to the Depositary at one of its addresses set
forth below.
----------------------------------
THE DEPOSITARY IS:
THE BANK OF NEW YORK
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR BY OVERNIGHT
------- (FOR ELIGIBLE INSTITUTIONS COURIER:
ONLY) -----------------------
---------------------------
Tender and Exchange Tender and Exchange Dept.
Dept. (212) 815-6213 101 Barclay Street
P.O. Box 11248 Receive and Deliver Window
Church Street Station New York, NY 10286
New York, NY 10286-1248
For Information Telephone:
(800) 507-9357
Any questions or requests for assistance may be directed to the
Information Agent or the Dealer Manager at their respective telephone
numbers and addresses listed below. Requests for additional copies of
this Offer to Purchase, the Letter of Transmittal or other tender offer
materials may be directed to the Information Agent or the Dealer Manager,
and such copies will be furnished promptly at the Company's expense.
Shareholders may also contact their local broker, dealer, commercial bank
or trust company for assistance concerning the Offer.
THE INFORMATION AGENT IS:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK NEW YORK 10005
TELEPHONE: (212) 269-5550 (CALL COLLECT)
TELEPHONE: 1-800-628-8538 (TOLL-FREE)
THE DEALER MANAGER IS:
MORGAN STANLEY & CO. INCORPORATED
1221 AVENUE OF THE AMERICAS
NEW YORK NEW YORK 10020
(800) 422-6464, Ext. 6905
- 14 -
<PAGE>
<PAGE>
LETTER OF TRANSMITTAL
TO ACCOMPANY
SHARE CERTIFICATES REPRESENTING
40,425 SHARES OF 4.35% PREFERRED STOCK, SERIES A
48,280 SHARES OF 4.72% PREFERRED STOCK, SERIES B
32,100 SHARES OF 4.64% PREFERRED STOCK, SERIES C
51,200 SHARES OF 5 5/8% PREFERRED STOCK, SERIES D
OF
THE UNITED ILLUMINATING COMPANY
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED May 10, 1995
- -------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON Thursday, June 8, 1995
UNLESS THE OFFER IS EXTENDED
- -------------------------------------------------------------------------------
To: The Bank of New York, Depositary
BY MAIL: FACSIMILE TRANSMISSION BY HAND OR BY OVERNIGHT
------- (FOR ELIGIBLE INSTITUTIONS COURIER
ONLY) -----------------------
--------------------------
Tender and Exchange Tender & Exchange Dept.
Dept. (212) 815-6213 101 Barclay Street
P.O. Box 11248 Receive and Deliver Window
Church Street Station New York, NY 10286
New York, NY 10286-1248
FOR INFORMATION TELEPHONE:
-------------------------
(800) 507-9357
- -----------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- -----------------------------------------------------------------------------
Name(s) and Address(es) of
Registered Owner(s)
(Please fill in exactly as
name(s) appear(s) on Shares Tendered
certificate(s)) (Attach additional signed list if necessary)
- -----------------------------------------------------------------------------
Series Certificate Total Number Number of
Number(s)* of Shares Shares
Represented Tendered**
by
Certificate(s)*
- -----------------------------------------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
Total Shares
- -----------------------------------------------------------------------------
* Need not be completed by shareholders tendering by book-entry transfer.
**Unless otherwise indicated, it will be assumed that all shares represented
by any certificates delivered to the Depository are being tendered.
See Instruction 4.
- -----------------------------------------------------------------------------
<PAGE>
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
DO NOT SEND THIS INSTRUMENT OR ANY CERTIFICATES TO MORGAN STANLEY
& CO. INCORPORATED OR TO THE UNITED ILLUMINATING COMPANY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are to
be forwarded herewith or if delivery of Shares (as defined below) is
to be made by book-entry transfer to the Depositary's account at the
Depository Trust Company ("DTC"), Midwest Securities Trust Company
("MSTC") or Philadelphia Depository Trust Company ("PDTC")
(hereinafter collectively referred to as the "Book-Entry Transfer
Facilities") pursuant to the procedures set forth under "Terms of the
Offer - Procedure for Tendering Shares" in the Offer to Purchase (as
defined below).
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
___ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY
TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of tendering institution
-----------------------------------
Check applicable box: __ DTC __ MSTC __ PDTC
Account No.
----------------------------------------------------
Transaction Code No.
-------------------------------------------
- 2 -<PAGE>
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to The United Illuminating
Company, a Connecticut corporation (the "Company"), the above-
described shares (the "Shares"), pursuant to the Company's Offer to
Purchase, dated May 10, 1995 (the "Offer to Purchase"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which
together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and
payment for the Shares tendered herewith in accordance with the terms
and subject to the conditions of the Offer (including, if the Offer is
extended, the terms and conditions of any such extension), the
undersigned hereby sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to all the
Shares that are being tendered hereby and constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares, with full power of
substitution (such power of attorney being an irrevocable power
coupled with an interest), to (a) deliver certificates for such
Shares, together with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company, (b) present such
Shares for cancellation on the books of the Company and (c) receive
all benefits and otherwise exercise all rights of beneficial ownership
of such Shares, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign and
transfer the Shares tendered hereby and that, when and to the extent
the same are accepted for payment by the Company, the Company will
acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges, encumbrances, conditional
sales agreements or other obligations relating to the sale or transfer
thereof, and the same will not be subject to any adverse claims. The
undersigned will, upon request, execute and delivery any additional
documents deemed by the Depositary or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the shares
tendered hereby.
All authority herein conferred or agreed to be conferred shall
not be affected by, and shall survive, the death or incapacity of the
undersigned, and any obligations of the undersigned hereunder shall be
binding upon the heirs, personal representatives, successors and
assigns of the undersigned. Except as stated in the Offer, this
tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to
any one of the procedures described under "Terms of the Offer -
Procedure for Tendering Shares" in the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of
the terms and conditions of the Offer. The Company's acceptance for
payment of Shares tendered pursuant to the Offer will constitute a
binding agreement between the undersigned and the Company upon the
terms and subject to the Conditions of the Offer.
The undersigned recognizes that, under certain circumstances set
forth in the Offer, the Company may terminate the Offer or may not be
required to purchase any of the Shares tendered hereby. In such
event, the undersigned understands that certificate(s) for any Shares
not purchased will be returned to the undersigned.
- 3 -<PAGE>
<PAGE>
Unless otherwise indicated under "Special Payment Instructions,"
please issue the check for the purchase price of any Shares purchased,
and/or return any Shares not tendered, in the name(s) of the
undersigned (and, in the case of Shares tendered by book-entry
transfer, by credit to the account at the Book-Entry Facility
designated above). Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check for the
purchase price of any Shares purchased and/or any certificates for
Shares not tendered (and accompanying documents, as appropriate) to
the undersigned at the address shown below the undersigned
signature(s). In the event that both "Special Payment Instructions"
and "Special Delivery Instructions" are completed, please issue the
check for the purchase price of any Shares purchased and/or return any
Shares not tendered in the name(s) of, and mail said check and/or
certificates to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name
of the registered holder(s) thereof if the Company does not accept for
payment any of the Shares so tendered.
- ------------------------------------- -------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 7) (See Instructions 5, 6 and 7)
To be completed ONLY if the check To be completed ONLY if the
for the purchase price of Shares check for the purchase price of
purchased and/or certificates for Shares purchased and/or certificates
Shares not tendered are to be issued for Shares not tendered are to be
in the name of someone other than the mailed to someone other than the
undersigned undersigned or to the undersigned
at an address other than that
Issue __ check and/or __ certificate(s) shown below the undersigned's
to: signature.
Name Issue __ check and/or __certificate(s)
to:
- ------------------------------------
Name
- ------------------------------------
(Please print) ------------------------------------
Address ------------------------------------
(Please print)
- ------------------------------------
Address
- ------------------------------------
(Include Zip Code) ------------------------------------
------------------------------------
- ------------------------------------ (Include Zip Code)
Taxpayer Identification or Social
Security No.
- ------------------------------------ ------------------------------------
- 4 -<PAGE>
<PAGE>
- -----------------------------------------------------------------------------
SIGN HERE
(Please complete Substitute Form W-9 below)
- -----------------------------------------------------------------------------
Signature(s) of Owner(s)
- -----------------------------------------------------------------------------
Dated ________________, 1995
Name(s)
----------------------------------------------------------------------
(Please Print)
- -----------------------------------------------------------------------------
Capacity (full title)
--------------------------------------------------------
Address
----------------------------------------------------------------------
(Include Zip Code)
- -----------------------------------------------------------------------------
Area Code and Telephone No.
--------------------------------------------------
(Must be signed by the registered owner(s) exactly as name(s)
appear(s) on the stock certificate(s) or by person(s)
authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
Name of Firm
-----------------------------------------------------------------
Authorized Signature
---------------------------------------------------------
Dated______________, 1995
- -----------------------------------------------------------------------------
- 5 -<PAGE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided
below, all signatures on this Letter of Transmittal must be guaranteed
by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc., or
by a commercial bank or trust company having an office or
correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be
guaranteed (a) if this Letter Transmittal is signed by the registered
owner(s) of the Shares tendered herewith (which term, for purposes of
this document, shall include any participant in one of the Book-Entry
Transfer Facilities whose name appears on a security position listing
as the owner of Shares) and such owner(s) have not completed the box
entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal or (b) if such
Shares are tendered for the account of an Eligible Institution. See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter
of Transmittal is to be used either if certificates are to be
forwarded herewith or if delivery of Shares is made by book-entry
transfer pursuant to the procedures set forth under "Terms of the
Offer - Procedure for Tendering Shares" in the Offer to Purchase.
Certificates for all physically delivered Shares, as well as a
properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other documents required by the Letter of
Transmittal, must be received by the Depositary at one of its
addresses set forth on the front page of this Letter of Transmittal on
or prior to Expiration Date (as defined in the Offer to Purchase).
Delivery of Shares effected through book-entry transfer must be
accompanied by either (i) a properly completed and duly executed
Letter of Transmittal or facsimile thereof and any other documents
required by the Letter of Transmittal or (ii) an Agent's Message and,
in any case, received by the Depositary prior to the Expiration Date
(as defined in the Offer to Purchase).
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS
IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF CERTIFICATES
FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED.
No alternative, conditional or contingent tenders will be
accepted. See "Terms of the Offer - Purchase Price; Expiration Date;
Dividends" in the Offer to Purchase. By executing this Letter of
Transmittal (or facsimile thereof), the tendering shareholder waives
any right to receive any notice of the acceptance for payment of the
Shares.
3. INADEQUATE SPACE. If the space provided herein is adequate,
the certificate numbers and/or the number of Shares should be listed
on a separate schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by
any certificate delivered to the
- 6 -<PAGE>
<PAGE>
Depositary are to be tendered, fill in the number of Shares that are
to be tendered in the box entitled "Number of Shares Tendered." In
such case, a new certificate for the remainder of the Shares
represented by the old certificate will be sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in the
"Special Payment Instructions" or "Special Delivery Instructions"
boxes on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Offer. All Shares
represented by certificates delivered to the Depositary will be deemed
to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered owner(s) of the Shares tendered hereby, the signature(s)
must correspond with the name(s) as written on the fact of the
certificates without alteration, enlargement or any change whatsoever.
If any of the Shares tendered hereby is held of record by two or
more person, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby is registered in different
names on different certificates, it will be necessary to complete,
sign and submit as many separate Letters of Transmittal as there are
different registrations of certificates.
If this Letter of Transmittal is signed by the registered
owner(s) of the Shares tendered hereby, no endorsement of certificates
or separate stock powers are required unless payment of the purchase
price is to be made to, or Shares not tendered are to be registered in
the name of, any person other than the registered owner(s).
Signatures on any such certificates or stock powers must be guaranteed
by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than
the registered owner(s) of the Shares tendered hereby, certificates
must be endorsed or accompanied by appropriate stock powers, in either
case, signed exactly as the name(s) of the registered owner(s)
appear(s) on the certificates for such Shares. Signature(s) on any
such certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power
is signed by a trustee, executor, administrator, guarantor, attorney-
in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person should so indicate
when signing, and proper evidence satisfactory to the Company of the
authority of such person so to act must be submitted.
6. STOCK TRANSFER TAXES. the Company will pay or cause to be
paid any stock transfer taxes with respect to the sale and transfer of
any Shares to it or its order pursuant to the Offer. If however,
payment of the purchase price is to be made to, or Shares not tendered
are to be registered in the name of, any person other than the
registered owner(s), or if tendered Shares are registered in the name
of any person other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered owner(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the
purchase price unless satisfactory evidence of the payment of
- 7 -<PAGE>
<PAGE>
such taxes, or exemption therefrom, is submitted. See "Terms of the
Offer - Acceptance for Payment of Shares and Payment of Purchase Price
and Dividend" in the Offer to Purchase. EXCEPT AS PROVIDED IN THIS
INSTRUCTION 6, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS
TO THE CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for
the purchase price of any Shares purchased is to be issued in the name
of, and/or any Shares not tendered are to be returned to, a person
other than the person(s) signing this Letter of Transmittal, or if the
check and/or any certificates for Shares not tendered or not purchased
are to be mailed to someone other than the person(s) signing this
Letter of Transmittal or to an address other than that shown above in
the box captioned "Description of Shares Tendered," then the boxes
captioned "Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal should be completed.
Shareholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account
maintained by such shareholder at the Book-Entry Transfer Facility
from which such transfer was made.
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering shareholder
is required to provide the Depositary with either a correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9, which is
provided under "Important Tax Information" below, or a properly
completed Form W-8. Failure to provide the information on either
Substitute Form W-9 or Form W-8 may subject the tendering shareholder
to 31% federal income tax backup withholding on the payment of the
purchase price. The box in Part 2 of Substitute Form W-9 may be
checked if the tendering shareholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near
future. If the box in Part 2 is checked and the Depositary is not
provided with a TIN by the time of payment, the Depositary will
withhold 31% on all payments of the purchase price and accrued
dividends thereafter until a TIN is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions
or requests for assistance may be directed to the Dealer Manager at
its telephone number and address listed below. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal
or other tender offer materials may be directed to the Information
Agent or the Dealer Manager and such copies will be furnished promptly
at the Company's expense. Shareholders may also contact their local
broker, dealer, commercial bank or trust company for assistance
concerning the Offer.
10. IRREGULARITIES. All questions as to the form of documents
and validity, eligibility (including time of receipt) and acceptance
of any tender of Shares will be determined by the Company, in its sole
discretion, and its determination shall be final and binding. The
Company reserves the absolute right to reject any and all tenders of
Shares that it determines are not in proper form or the acceptance for
payment of or payment for Shares that may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any of the conditions to the Offer or any
defect or irregularity in any tender of Shares and the Company's
interpretation of the terms and conditions of the Offer (including
these instructions) shall be final and binding. Unless waived, any
defects or irregularities in connection with tenders must be cured
within such time as the Company shall determine. None of the
- 8 -<PAGE>
<PAGE>
Company, the Dealer Manager, the Depositary, the Information Agent or
any other person shall be under any duty to give notice of any defect
or irregularity in tenders, nor shall any of them incur any liability
for failure to give any such notice. Tenders will not be deemed to
have been made until all defects have been cured or waived.
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered Shares
are accepted for payment is required to provide the Depositary (as
payer) with either such shareholder's correct TIN on Substitute Form
W-9 below or a properly completed Form W-8. If such Shareholder is an
individual, the TIN is his or her social security number. For
business and other entities, the number is the employer identification
number. If the Depositary is not provided with the correct TIN or
properly completed Form W-8, the shareholder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition,
payments that are made to such shareholder with respect Shares
purchased pursuant to the Offer may be subject to backup withholding.
The Form W-8 can be obtained from the Depositary. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
If federal income tax backup withholding applies, the Depositary
is required to withhold 31% of any payments made to the shareholder.
Backup withholding is not an additional tax. Rather, the federal
income tax liability of persons subject to backup withholding will be
reduced by the amount of the tax withheld. If withholding results in
an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the Offer,
the shareholder is required to notify the Depositary of his or her
correct TIN by completing the Substitute Form W-9 attached hereto
certifying that the TIN provided on Substitute Form W-9 is correct and
that (1) the shareholder has not been notified by the Internal Revenue
Services that he or she is subject to federal income tax backup
withholding as a result of failure to report all interest or dividends
or (2) the Internal Revenue Service has notified the shareholder that
he or she is no longer subject to federal income tax backup
withholding. Foreign shareholders must submit a properly completed
Form W-8 in order to avoid the applicable backup withholding;
provided, however, that backup withholding will not apply to foreign
shareholders subject to 30% (or lower treaty rate) withholding on
gross payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social
security number or employer identification number of the registered
owner of the Shares. If the Shares are in more than one name or are
not in the name of the actual owner, consult the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute form
W-9 for additional guidance on which number to report.
- 9 -<PAGE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: THE BANK OF NEW YORK
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
PART 1 - PLEASE PROVIDE YOUR TIN IN Social Security Number OR
SUBSTITUTE THE BOX AT THE RIGHT AND CERTIFY Employee Identification
BY SIGNING AND DATING BELOW Number
FORM W-9 TIN
--------------------
-------------------------------------------------------------------------------------------
Department of the Treasury Name (Please Print) PART 2
Internal Revenue Service -----------------------------------
Payor's Request for Taxpayer Address Awaiting TIN __
Identification Number (TIN) -----------------------------------------------
and Certification City State Zip Code
-------------------- ------- ----------
-------------------------------------------------------------------------------------------
<C>
PART 3 - CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(1) the number shown on this form is my correct taxpayer identification number (or a
TIN has not been issued to me but I have mailed or delivered an application to
receive a TIN or intend to do so in the near future),
(2) I am not subject to backup withholding either because I have not been notified by
the Internal Revenue Service (the "IRS") that I am subject to backup withholding as
a result of a failure to report all interest or dividends or the IRS has notified me
that I am no longer subject to backup withholding, and
(3) all other information provided on this form is true, correct and complete.
-------------------------------------------------------------------------------------------
SIGNATURE DATE
-------------------------------------- -----------------------
You must cross out item (2) above if you have been notified by the IRS that you are currently
subject to backup withholding because of underreporting interest or dividends on your tax
return.
- -------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9.
- -------------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been
issued to me and either (1) I have mailed or delivered an application to receive a
taxpayer identification number to the appropriate Internal Revenue Service Center or
Social Security Administration Office or (2) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer identification
number by the time of payment, 31% of all payments of the purchase price made to
me will be withheld until I provide a number.
Signature Date , 1995
--------------------------------------------------- -----------
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
- 10 -
<PAGE>
<PAGE>
DEALER MANAGER AGREEMENT
May 10, 1995
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
Dear Sirs:
1. GENERAL. The United Illuminating Company, a
Connecticut corporation (the "Purchaser") plans to make a tender
offer (such tender offer, as it may be amended and supplemented,
being the "Offer") to purchase any and all of its preferred
stock, as set forth below (collectively, the "Shares"), on the
terms and subject to the conditions set forth in the Offer to
Purchase and the Letters of Transmittal attached here to as
Exhibits A and B, respectively (such Offer to Purchase and
Letters of Transmittal, as they may be amended or modified, being
the "Offer to Purchase" and the "Letters of Transmittal,"
respectively).
Series Number of Shares
4.35% Preferred Stock Series A 40,425
4.72% Preferred Stock Series B 48,280
4.64% Preferred Stock Series C 32,100
5 5/8% Preferred Stock Series D 51,200
2. ENGAGEMENT AS DEALER MANAGER. The Purchaser hereby
engages you as Dealer Manager in connection with the Offer. As
Dealer Manager, you agree, in accordance with your customary
practice, to perform in connection with the Offer the services
that are customarily performed by investment banking concerns in
connection with similar tender offers, including, without
limitation, soliciting the purchase of Shares pursuant to the
Offer. You have been engaged to act as Dealer Manager in
connection with the Offer and, in such capacity, you shall act as
an independent contractor with duties solely to the Purchaser.
3. TENDER OFFER MATERIAL. The Purchaser agrees to furnish
to you as many copies as you may reasonably request of the Offer
to Purchase and any supplements thereto, the Letter of
Transmittal, Letter to Shareholders, Letter to Broker, Dealers
and other Nominees, Letter to Clients, the 13E-4 Statement (as
defined in Section 8), any amendments thereto and any other
documents, materials or filings relating to the Offer to be used
by the Purchaser in connection with the Offer (collectively, the
"Tender Offer Material"). The Purchaser agrees that, a
reasonable time prior to using, or filing with the Securities and
Exchange Commission (the "Commission") or with any other
governmental or regulatory agency (each an "Other Agency"), the
Offer to Purchase and any supplements thereto, the Letters of
Transmittal and the 13E-4 Statement, it will furnish to you
copies of such material and will give reasonable consideration to
you and your counsel's comments, if any, thereon.<PAGE>
<PAGE>
4. WITHDRAWAL. In the event that (i) the Purchaser uses
or permits the use of, or files with the Commission or any Other
Agency, the Offer to Purchase or any supplement thereto, the
Letters of Transmittal or the 13E-4 Statement and such document
(a) has not been submitted to you previously for your and your
counsel's comments or (b) has been so submitted, and you have or
your counsel has made comments which have not been reflected in a
manner reasonably satisfactory to you and your counsel; or (ii)
the Purchaser shall have breached, in any material respect, any
of its representations, warranties, agreements or covenants
herein, then you shall be entitled to withdraw as Dealer Manager
in connection with the Offer without any liability or penalty to
you or any other Indemnified Person (as defined in Section 11
below) and without loss of any right to indemnification or
contribution provided in Section 11 or to the payment of all fees
and expenses payable under Section 5 below which have accrued to
the date of such withdrawal (it being agreed that in the event of
any such withdrawal, for the purpose of determining the fees
payable to you pursuant to Section 5, (a) the number of Shares
deposited pursuant to the Offer as of the close of business on
the date of such withdrawal which are thereafter acquired by the
Purchaser or any of their subsidiaries or affiliates pursuant to
the Offer or otherwise shall be deemed to have been acquired as
of the date of such withdrawal and (b) the number of other Shares
the Purchaser or any of their subsidiaries or affiliates have
acquired or have a right to acquire as of such close of business
which are thereafter acquired by the Purchaser or any of their
subsidiaries or affiliates shall be deemed to have been acquired
as of the date of such withdrawal).
5. FEES. Pursuant to a letter agreement dated May 10,
1995 between the Purchaser and you (the "Engagement Letter"), the
Purchaser has agreed, among other things, to compensate you for
your services as Dealer Manager. The compensation provisions of
the Engagement Letter are incorporated herein by reference as if
restated herein in their entirety, and the Purchaser agrees to
pay you the compensation provided for therein.
6. REIMBURSEMENT OF EXPENSES, ETC. The Purchaser agrees
(i) to reimburse all dealers and brokers (including yourselves),
commercial banks, trust companies and nominees for their
customary mailing and handling expenses incurred in forwarding
the Tender Offer Material to their customers and (ii) to pay all
other fees and expenses incurred in connection with the Offer,
including, without limitation, all expenses relating to the
preparation, filing, printing, mailing and publishing of the
Tender Offer Material, all advertising expenses relating to the
Offer and the fees and expenses of the Depositary and the
Information Agent (as each is defined in Section 7). In addition
to our fee for professional services as set forth in the
Engagement Letter, out-of-pocket expenses will be billed to the
Purchaser separately as incurred. Generally these represent
travel, document procurement, and delivery and related matters,
but will also include the fees of our attorneys and other
professional advisors should their advice be required.
7. THE DEPOSITARY AND INFORMATION AGENT. The Purchaser
has appointed, and authorize you to communicate with Bank of New
York in its capacity as depositary (the "Depositary"), and D.F.
King & Co., Inc. in its capacity as information agent (the
"Information Agent"), in connection with the Offer. The
Purchaser will arrange for the Depositary to advise you at least
daily as to such matters relating to the Offer as you may
reasonably request.
- 2 -<PAGE>
<PAGE>
8. REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF
THE PURCHASER. The Purchaser represents and warrants to you, and
agrees with you, that:
(a) each of the Purchaser is a corporation duly
organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, and the
Purchaser has all necessary power and authority to execute
and deliver this Agreement, to perform its obligations
hereunder and to consummate the Offer;
(b) the Offer, this Agreement and all other actions by
the Purchaser contemplated in the Tender Offer Material and
this Agreement, have been duly and validly authorized by all
necessary corporate action by the Purchaser, and no other
corporate proceedings by the Purchaser are necessary to
authorize any such actions;
(c) this Agreement has been duly and validly executed
and delivered by the Purchaser, and is a legal, valid and
binding obligation of the Purchaser;
(d) (i) upon commencement of the Offer, the Purchaser
will file with the Commission an Issuer Tender Offer
Statement on Schedule 13E-4 (the "13E-4 Statement") pursuant
to Rule 13E-4 promulgated by the Commission under the
Securities Exchange Act of 1934, as amended (the "1934
Act"), a copy of which Statement (including the documents
required by Item 9 thereof to be filed as exhibits thereto)
in the form in which it is to be so filed, will be furnished
to you promptly upon the filing thereof; (ii) the 13E-4
Statement and the other Tender Offer Material, as so filed
and as amended from time to time, will comply in all
material respects with the provisions of the 1934 Act and
the rules and regulations thereunder; and (iii) neither the
13E-4 Statement, as filed or as amended from time to time,
nor any other Tender Offer Material as filed or as amended
or supplemented from time to time, will contain any untrue
statement of a material fact or will omit to state a
material fact required to be stated therein or necessary in
order to make the statements made therein, in the light of
the circumstances under which they are made, not misleading,
except that the Purchaser makes no representation or
warranty with respect to any statement contained in, or any
matter omitted from, any Tender Offer Material based upon
information furnished in writing by you to the Purchaser
expressly for use therein;
(e) except as disclosed in the Offer to Purchase, the
Offer, the purchase of Shares pursuant to the Offer and all
other actions by the Purchaser contemplated in the Tender
Offer Material and the execution and delivery of, and the
consummation of the transactions contemplated in, this
Agreement will comply in all material respects with all
applicable requirements of law, including the 1934 Act, the
various state securities or "blue sky" laws (the "State
Statutes") and all applicable regulations of the Commission
or any Other Agency and the commencement and consummation by
the Purchaser of the Offer and the other transactions
contemplated herein and in the Offer to Purchase do not and
will not require any material consent, approval,
authorization or permit of, filing with or notification to,
the Commission or any Other Agency;
- 3 -<PAGE>
<PAGE>
(f) except as would not have a material adverse effect
on the ability of the Purchaser to perform its obligations
hereunder and to consummate the Offer and the other
transactions contemplated in the Tender Offer Material and
this Agreement, the Offer and all other actions by the
Purchaser contemplated in the Tender Offer Material, the
purchase of Shares pursuant to the Offer and the execution
and delivery of, and the consummation of the transactions
contemplated in, this Agreement does not and will not (i)
conflict with or violate the certificate of incorporation or
by-laws or equivalent organizational documents of the
Purchaser, (ii) conflict with or violate any order, judgment
or decree applicable to the Purchaser or by which any
property or asset of the Purchaser is bound, or (iii) result
in a breach of or constitute a default (or an event which
with notice or lapse of time or both would become a default)
under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the
creation of a lien or other encumbrance on any property or
asset of the Purchaser pursuant to, any loan or credit
agreement, indenture, mortgage, note or other agreement or
instrument to which the Purchaser or any of their
subsidiaries or affiliates is a party or by which any of
them or any of their respective properties or assets is
bound; and
(g) the Purchaser is not, nor will it be as a result
of the consummation of the Offer, an "investment company"
under the Investment Company Act of 1940, as amended, and
the rules and regulations promulgated by the Commission
thereunder.
9. OPINION OF COUNSEL TO THE PURCHASER. The Purchaser has
delivered to you an opinion, reasonably satisfactory to your
counsel, of Wiggin & Dana, counsel to the Purchaser, as to the
matters set forth in Exhibit C.
10. COVENANTS OF THE PURCHASER. The Purchaser will advise
you promptly of (i) the occurrence of any event which could cause
the Purchaser to withdraw or terminate the Offer or would permit
the Purchaser to exercise any right not to purchase Shares
tendered thereunder, (ii) any proposal or requirement to amend or
supplement any Tender Offer Material, and (iii) the issuance of
any comment or order or the taking of any other action by the
Commission or any Other Agency concerning the Offer (and, if in
writing, will furnish you with a copy thereof).
11. INDEMNIFICATION AND CONTRIBUTION; SETTLEMENT OF
LITIGATION; RELEASE. The Purchaser agrees to indemnify and hold
harmless you and your affiliates and your and their respective
officers, directors, employees and agents and each other person,
if any, controlling you or any of your affiliates (you and each
such person being an "Indemnified Person") from and against any
losses, claims, damages or liabilities (a) arising out of or
based upon (i) any untrue statement or alleged untrue statement
of a material fact contained in any Tender Offer Material, or any
omission or alleged omission to state in any Tender Offer
Material a material fact necessary in order to make the
statements made therein, in the light of the circumstances under
which they are made, not misleading, (ii) any withdrawal or
termination by the Purchaser of, or failure by the Purchaser to
make or consummate, the Offer or to purchase any Shares pursuant
to the Offer or (iii) any breach by the Purchaser of any
representation or warranty or failure to comply with any of the
agreements contained herein or (b) otherwise arising out of,
relating to or in connection with or alleged to arise out of,
relate to or in connection with your engagement under this
Agreement, the Offer and your role in connection therewith.
However, in the case of clause (b) above, the Purchaser will not
be responsible for any losses, claims, damages or liabilities (or
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<PAGE>
expenses relating thereto) that are finally judicially determined
to have resulted from the bad faith or gross negligence of any
Indemnified Person. The Purchaser also agrees that no
Indemnified Person shall have any liability (whether direct or
indirect, in contract or tort or otherwise) to the Purchaser for
or in connection with your engagement under this Agreement, the
Offer or your role in connection therewith, except for any such
liability for losses, claims, damages or liabilities (or expenses
relating thereto) incurred by the Purchaser that are finally
judicially determined to have resulted from the bad faith or
gross negligence of such Indemnified Person.
The Purchaser agrees to reimburse each Indemnified
Person for all expenses (including fees and expenses of counsel)
as they are incurred in connection with investigating, preparing,
pursuing or defending any action, claim, suit, investigation or
proceeding related to, arising out of or connection with, your
engagement hereunder, the Offer and your role in connection
therewith, and this Agreement, whether or not pending or
threatened and whether or not any Indemnified Person is a party.
The Purchaser will not, without your prior written
consent, settle, compromise, consent to the entry of any judgment
in, or otherwise seek to terminate, any action, claim, suit or
proceeding in respect of which indemnification may be sought
under this Agreement (whether or not any Indemnified Person is an
actual or potential party to such action, claim, suit or
proceeding) unless such settlement, compromise, consent or
termination includes an unconditional release of each Indemnified
Person from any liabilities arising out of such action, claim,
suit or proceeding. No Indemnified Person seeking
indemnification, reimbursement or contribution under this
Agreement will, without the prior written consent of the
Purchaser, settle, compromise, consent to the entry of any
judgment in, or otherwise seek to terminate, any such action,
claim, suit or proceeding.
If the indemnification provided for in the foregoing
paragraphs of this Section 11 is judicially determined to be
unavailable (other than in accordance with the terms hereof) to
an Indemnified Person in respect of any losses, claims, damages
or liabilities referred to herein, then the Purchaser, in lieu of
indemnifying such Indemnified Person, agrees to contribute to the
amount paid or payable by such Indemnified Person as a result of
such losses, claims, damages or liabilities (and expenses
relating thereto) (i) in such proportion as is appropriate to
reflect the relative benefits received by the Purchaser, on the
one hand, and you, on the other hand, from the Offer or (ii) if
the allocation provided by the foregoing clause (i) is not
available, in such proportion as is appropriate to reflect not
only the relative benefits referred to in the foregoing clause
(i), but also the relative fault of the Purchaser, on the one
hand, and you, on the other hand, as well as any other relevant
equitable considerations; provided, however, that in no event
shall your aggregate contribution under this Agreement exceed the
aggregate amount of fees actually received by you pursuant to
Section 5. For the purposes of this Agreement, the relative
benefits received by the Purchaser, on the one hand, and you, on
the other hand, shall be deemed to be in the same proportion as
(a) the maximum aggregate value of the consideration paid or
proposed to be paid by the Purchaser for the purchase of Shares
pursuant to the Offer (whether or not the Offer is consummated)
bears to (b) the fees paid or to be paid to you pursuant to
Section 5.
12. FULL FORCE AND EFFECT. The indemnification and
contribution agreements contained in Section 11, the fee and
expense reimbursement agreements contained in Sections 5 and 6,
the representations, warranties and agreements of the Purchaser
set forth in this Agreement and the
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<PAGE>
waiver of the right to trial by jury contained in Section 21
shall remain operative and in full force and effect, regardless
of (i) any failure to commence, or the withdrawal, termination,
expiration or consummation of, the Offer or the termination or
assignment of this Agreement, (ii) any investigation made by or
on behalf of any Indemnified Person, (iii) any withdrawal by you
pursuant to Section 4 or otherwise and (iv) the completion of
your services hereunder.
13. SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by
any rule of law, or public policy, all other provisions of this
Agreement shall nevertheless remain in full force and effect so
long as the economic and legal substance of the agreements
contained herein is not affected in any manner adverse to any
party.
14. COUNTERPARTS. This Agreement may be executed by the
different parties hereto in one or more separate counterparts,
each of which when executed shall be deemed an original, but all
of which together shall constitute one and the same agreement.
15. BINDING EFFECT. This Agreement shall be binding upon
and inure solely to the benefit of each party hereto and the
Indemnified Persons, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any
right, benefit or remedy.
16. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York
applicable to contracts executed in and to be performed in that
State.
17. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and
undertakings, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof.
18. AMENDMENT. This Agreement may not be amended except in
writing signed by each party to be bound thereby.
19. NOTICES. All notices and other communications required
or permitted to be given under this Agreement shall be in writing
and shall be deemed to have been duly given if delivered in
person, by cable, telecopy, telegram or telex or by registered or
certified mail (postage prepaid, return receipt requested) to the
parties hereto as follows (or, as to each party, at such other
address as shall be designated by such party in a written notice
complying as to delivery with the terms of this paragraph):
(a) If to you:
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
Telecopy No.: (212) 703-4406
Attention: Legal Department
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<PAGE>
(b) If to the Purchaser:
The United Illuminating Company
157 Church Street
New Haven, CT 06506
Telecopy No.: (203) 499-2414
Attention: Charles J. Pepe
20. SUBHEADINGS. The descriptive headings contained in
this Agreement are included for convenience of reference only and
shall not affect in any way the meaning or interpretation of this
Agreement.
21. WAIVER OF JURY TRIAL. You, on the one hand, and the
Purchaser, on the other hand, each waives any right to trial by
jury in any action, claim, suit or proceeding with respect to
your engagement as Dealer Manager or your role in connection
herewith.
Please indicate your willingness to act as Dealer Manager on
the terms set forth herein and your acceptance of the foregoing
provisions by signing in the space provided below for that
purpose and returning to us a copy of this letter, whereupon this
letter and your acceptance shall constitute a binding agreement
among us.
Very truly yours,
THE UNITED ILLUMINATING COMPANY
By:___________________________________
Name:
Title:
Accepted and agreed as of the date
first above written:
MORGAN STANLEY & CO. INCORPORATED
By: _____________________________
Name:
Title:
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<PAGE>
EXHIBIT A
[Offer to Purchase]
- 8 -<PAGE>
<PAGE>
EXHIBIT B
[Letter[s] of Transmittal]
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<PAGE>
EXHIBIT C
Opinion of Wiggin & Dana,
Counsel for the Purchaser
(i) the Purchaser is a corporation duly incorporated,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and the Purchaser has all
necessary corporate power and authority to execute and
deliver the Agreement, to perform its obligations thereunder
and to consummate the transactions contemplated in the Offer
to Purchase;
(ii) the Offer, the Agreement and all other actions by
the Purchaser contemplated in the Offer to Purchase and the
Agreement, have been duly and validly authorized by all
necessary corporate action by the Purchaser, and no other
corporate proceedings by the Purchaser are necessary to
authorize any such actions;
(iii) the Agreement has been duly and validly
executed and delivered by the Purchaser and is a legal,
valid and binding obligation of each of the Purchaser;
(iv) except as disclosed in the Offer to Purchase and
except with respect to compliance with the State Statutes
(as to which such counsel has not been requested to express
an opinion), the Offer, the purchase of Shares pursuant to
the Offer and all other actions by the Purchaser
contemplated in the Offer to Purchase and the execution and
delivery of, and the consummation of the transactions
contemplated in, the Agreement will comply in all material
respects with all applicable requirements of law, including
the 1934 Act and all applicable regulations of the
Commission or any Other Agency, and the commencement and
consummation by the Purchaser of the Offer and the other
transactions contemplated in the Agreement and in the Offer
to Purchase do not and will not require any material
consent, approval, authorization or permit of, filing with
or notification to, the Commission or any Other Agency;
(v) to the best knowledge of such counsel, the Offer,
the purchase of Shares pursuant to the Offer and all other
actions by the Purchaser contemplated in the Offer to
Purchase and the execution and delivery of, and the
consummation of the transactions contemplated in, the
Agreement does not and will not (A) conflict with or violate
the certificate of incorporation or by-laws or equivalent
organizational documents of the Purchaser, (B) conflict with
or violate any material order, judgment or decree applicable
to the Purchaser or by which any property or asset of the
Purchaser is bound, or (C) result in a breach of or
constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or
other encumbrance on any material property or asset of the
Purchaser pursuant to, any loan or credit agreement,
indenture, mortgage, note or other material agreement or
instrument to which the Purchaser or any of their
subsidiaries or affiliates is a party or by which any of
them or any of their respective properties or assets is
bound;
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<PAGE>
(vi) the 13E-4 Statement and the documents required by
Item thereof (except for any financial or market data or
statistical information contained or incorporated by
reference therein, as to which such counsel has not been
requested to express an opinion) comply as to form in all
material respects with the provisions of Section 13(e) of
the 1934 Act and the rules and regulations thereunder; and
(vii) nothing has come to the attention of such counsel
which has caused such counsel to believe that the Offer to
Purchase, the 13E-4 Statement (except financial or market
data or statistical information contained or incorporated by
reference therein, as to which such counsel has not been
requested to comment) contains any untrue statement of
a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements
made therein, in the light of the circumstances under which
they were made, not misleading.
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