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REGISTRATION NO. 033-50221
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE UNITED ILLUMINATING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
157 CHURCH STREET
NEW HAVEN, CONNECTICUT 06506
(203-499-2000)
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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COPIES TO:
KURT MOHLMAN WILLIAM C. BASKIN, JR., ESQ.
157 CHURCH STREET WIGGIN & DANA
NEW HAVEN, CONNECTICUT 06506 ONE CENTURY TOWER
(203-499-2000) NEW HAVEN, CONNECTICUT 06508-1832
(NAME, ADDRESS AND TELEPHONE NUMBER
OF AGENT FOR SERVICE)
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PROSPECTUS
THE UNITED ILLUMINATING COMPANY
157 CHURCH STREET
NEW HAVEN, CONNECTICUT 06506-0901
(TELEPHONE 203-499-2000).
AUTOMATIC DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
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Our Automatic Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan") provides you, a common stock shareowner, with a method to purchase
shares of our common stock.
Under the terms of the Plan you may:
- automatically reinvest all of the cash dividends on your common
stock in common stock, or
- automatically reinvest a portion of the cash dividends on your
common stock in common stock and receive the balance in cash, or
- reinvest part or all of the cash dividends on your common stock in
common stock and invest additional funds in common stock by making
optional cash payments of not less than $10 per payment, up to a
maximum of $4,000 per month.
We may, in our discretion, use original issue shares and/or shares
purchased in the open market to fulfill any of your purchases made pursuant to
the Plan. If we elect to fulfill your purchase of common stock using original
issue shares, the per share purchase price will be the average New York Stock
Exchange closing price of our common stock for five consecutive trading days.
The five consecutive trading days will be those days between the eighth and
fourth trading days before the first trading day of the month when you purchase
your shares. If we elect to fulfill your purchase of common stock using open
market shares, the per share purchase price will be the New York Stock Exchange
price at the time of our purchase (plus brokerage fees). Please refer to page 11
of this prospectus for recent market prices of our common stock and dividends
paid on our common stock.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS FEBRUARY 1, 1999
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LIMITATION ON AUTHORIZATION OF PERSONS AND ACCURACY OF INFORMATION
- We have not authorized any person to give any information or to make
any representation that is not contained in this prospectus.
- The information contained in this prospectus is accurate only as of
the date on the front of this prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We incorporate in this prospectus by reference the following documents and
information filed by us with the Securities and Exchange Commission in
accordance with the Securities Exchange Act of 1934 (the "1934 Act"):
1. our Annual Report on Form 10-K for the fiscal year ended December
31, 1997, filed pursuant to Section 13 of the 1934 Act;
2. our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998, filed pursuant to
Section 13 of the 1934 Act;
3. our Current Reports on Form 8-K, dated May 20, 1998, June 30, 1998
and October 1, 1998, filed pursuant to Section 13 of the 1934 Act;
and
4. all other reports and documents filed by us pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
prospectus and prior to the termination of the Plan.
AVAILABLE INFORMATION
You may read and copy our filed documents in the public reference room of
the Securities and Exchange Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549. You may obtain information on the operation of
the public reference room by calling the Securities and Exchange Commission at
1-800-SEC-0330. Our filed documents can also be read and copied in the regional
offices of the Securities and Exchange Commission in New York, at 7 World Trade
Center, New York, New York 10048-1102, and in Chicago, at 500 West Madison
Street, Chicago, Illinois 60661-2511; and copies can be obtained by mail from
the Public Reference Section of the Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Securities
and Exchange Commission also maintains an internet site that contains reports,
proxy and information statements, and other information regarding UI. The
internet site address is http:/www.sec.gov. Our filed documents can also be
inspected and copied at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
Upon your written or oral request, we will provide you, at no charge, with
a copy of any or all of the documents described above, including the exhibits
specifically incorporated by reference in the documents. You may request copies
of the documents from Kurt Mohlman, Treasurer and Secretary, The United
Illuminating Company, P.O. Box 1564, 157 Church Street, New Haven, Connecticut
06506 (telephone 203-499-2311).
Any statements contained in subsequent documents incorporated by reference
in this prospectus that supersede or modify statements made in prior documents
incorporated by reference shall control. Any statements in the prior documents
that have been superseded or modified will then no longer be part of this
prospectus.
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DESCRIPTION OF THE PLAN
The following, in question and answer form, is a description of the
provisions of our Automatic Dividend Reinvestment and Common Stock Purchase Plan
(the "Plan").
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide you, as a holder of record of our
common stock, no par value, (the "Stock") with a simple and convenient method of
investing cash dividends and optional cash payments in acquiring shares of Stock
at regular intervals. The shares of Stock that you purchase may be, in our
discretion, original issue shares of Stock purchased directly from us and/or
shares of Stock purchased on the open market. When you purchase original issue
shares of Stock directly from us, we will receive new equity capital funds.
ADVANTAGES TO YOU
2. WHAT ARE THE ADVANTAGES OF THE PLAN TO YOU?
- For shares of Stock registered in your name: You may (a) have all
cash dividends on your Stock automatically reinvested or (b) have a
portion of cash dividends on your Stock automatically reinvested and
receive the balance in cash or (c) reinvest part or all of your cash
dividends and invest additional funds by making optional cash
payments of not less than $10 per payment, up to a maximum of $4,000
per month. All dividends on shares held in your account by the Plan
will be reinvested in the Plan.
- Full investment of funds is possible under the Plan because the Plan
permits fractional shares, as well as full shares, to be credited to
your account. In addition, dividends on full and fractional shares
in your account will be automatically reinvested in additional
shares and such additional shares will be credited to your account.
- You may avoid the cumbersome safekeeping of certificates for shares
credited to your account under the Plan.
- Regular quarterly statements of account provide simplified
recordkeeping.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR YOU?
American Stock Transfer & Trust Company administers the Plan for you,
maintains records, sends statements of account and performs other duties
relating to the Plan. Shares of Stock that you purchase under the Plan will be
registered in American Stock Transfer & Trust Company's nominee name for you. We
will designate another agent if American Stock Transfer & Trust Company ceases
to act as agent under the Plan.
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PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of Stock are eligible to participate in
the Plan. In order to be eligible to participate, beneficial owners of our
shares of Stock whose shares are registered in names other than their own (e.g.,
in the name of a broker or bank nominee) must become shareholders of record by
having shares transferred into their names. A beneficial owner wishing to make
such a transfer should contact the person, firm or corporation in whose name the
shares are registered and request that the appropriate transfer documents be
forwarded to American Stock Transfer & Trust Company, 40 Wall Street, New York,
New York 10005.
5. HOW DOES AN ELIGIBLE SHAREHOLDER ENROLL?
If you are a holder of record of Stock, you may join the Plan by signing
and returning the Authorization Form in the pre-addressed envelope provided for
this purpose. The forms may also be obtained at any time by making a request to
American Stock Transfer & Trust Company (see Question 26).
6. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
As a holder of record of Stock, you may enroll in the Plan at any time. If
the Authorization Form is received by American Stock Transfer & Trust Company
before the record date (normally three-to-six weeks in advance of the next
dividend payment date) for determining the holders of shares of Stock entitled
to the next dividend, then that dividend (or the designated portion thereof)
will be used to purchase Stock for you. IF AMERICAN STOCK TRANSFER & TRUST
COMPANY RECEIVES THE AUTHORIZATION FORM ON OR AFTER THE RECORD DATE FOR
DETERMINING THE HOLDERS OF SHARES OF STOCK ENTITLED TO THE NEXT DIVIDEND, THAT
DIVIDEND WILL BE PAID IN CASH AND YOUR PARTICIPATION IN THE DIVIDEND
REINVESTMENT FEATURE OF THE PLAN WILL COMMENCE WITH THE NEXT DIVIDEND PAYMENT
DATE. Dividend payment dates ordinarily are January 1, April 1, July 1 and
October 1 for our Stock.
7. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form appoints American Stock Transfer & Trust Company as
your agent and authorizes American Stock Transfer & Trust Company to reinvest
all or a portion of your cash dividends on shares of Stock registered in your
own name, as well as on whole and fractional shares credited to your account in
the Plan and any optional cash payments made by you. Shares of Stock purchased
under the Plan may be original issue shares and/or open market shares, in our
discretion.
IF YOU RETURN A SIGNED AUTHORIZATION FORM TO AMERICAN STOCK TRANSFER &
TRUST COMPANY WITHOUT INDICATING THE NUMBER OF SHARES ON WHICH DIVIDENDS ARE TO
BE REINVESTED IN THE PLAN, AMERICAN STOCK TRANSFER & TRUST COMPANY WILL REINVEST
ALL OF THE DIVIDENDS PAYABLE TO YOU.
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COSTS
8. ARE THERE ANY EXPENSES TO YOU IN CONNECTION WITH PURCHASES UNDER THE PLAN?
You pay a brokerage fee only when shares are purchased on the open market
under the Plan. We pay all of the Plan's administration costs. If you withdraw
from the Plan and request the sale of your shares, you will pay a brokerage
commission and any applicable transfer taxes (see Question 19).
PURCHASES
9. HOW MANY SHARES OF STOCK WILL BE PURCHASED FOR YOU?
The number of shares purchased with respect to a quarterly dividend
payment date or a monthly optional cash payment investment date (each a "Plan
Purchase Date") will depend on the amount of your dividends and/or optional cash
payments (if any) received by the agent and the purchase price of the Stock (see
Question 10). On a dividend payment date, all of the dividends payable on shares
and fractional shares already credited to your account under the Plan from
previous purchases will be included in dividends used to purchase additional
shares of Stock. On each Plan Purchase Date, we will credit your account with
that number of shares, including fractional shares computed to three decimal
places, equal to the total amount available for the purchase of additional
shares divided by the purchase price. (See Question 26 for provisions applicable
to foreign shareholders subject to income tax withholding).
10. WHAT WILL BE THE PRICE OF SHARES OF STOCK PURCHASED UNDER THE PLAN?
For open market purchases, on each Plan Purchase Date American Stock
Transfer & Trust Company will purchase, with reinvested dividends and/or
optional cash payments, shares of Stock for all Plan participants' accounts. The
price of shares purchased on the open market will be the weighted average price
of the shares purchased, computed to three decimal places, plus brokerage fees.
The price of any original issue shares purchased from us, with reinvested
dividends and/or optional cash payments, will be the average, computed to three
decimal places, of the closing prices for our Stock, as reported on the
composite tape for New York Stock Exchange listed securities, for five
consecutive trading days. The five consecutive trading days shall start with the
eighth trading day prior to the first trading day of the month in which the Plan
Purchase Date falls and end with the fourth trading day prior to the first
trading day of such month.
In the event that American Stock Transfer & Trust Company makes both open
market purchases and original issue purchases from us for a single Plan Purchase
Date, such combination of shares will be allocated to your individual account on
a weighted average basis, or otherwise in our discretion.
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OPTIONAL CASH PAYMENTS
11. HOW ARE OPTIONAL CASH PAYMENTS MADE?
You may make cash payments at any time. When forwarding cash payments you
may use the lower portion of the statement of account sent to you by American
Stock Transfer & Trust Company (see Question 14). You do not need to send the
same amount of money each time and there is no obligation to make any optional
cash payments.
Optional cash payments by you must be at least $10 per payment and cannot
exceed a maximum of $4,000 per month. American Stock Transfer & Trust Company
will acknowledge all cash payments by issuing a receipt to you.
You should make all optional cash payments by check or money order
payable in U.S. Dollars. American Stock Transfer & Trust Company will not
accept third-party checks.
12. HOW DO OPTIONAL CASH PAYMENTS WORK?
American Stock Transfer & Trust Company will make purchases of Stock with
optional cash payments on a monthly basis, at the commencement of each month. If
American Stock Transfer & Trust Company receives any optional cash payment
before the close of business on the third-from-the-last business day of a month
(the "Cash Deadline" for that month), American Stock Transfer & Trust Company
will reinvest that payment in additional Stock at the commencement of the
following month. When the first day of a month is also a dividend payment date,
any optional cash payment received before the Cash Deadline for the previous
month will be added to your dividends being reinvested on that quarterly
dividend payment date.
13. WHAT WILL BE DONE WITH OPTIONAL CASH PAYMENTS RECEIVED TOO LATE FOR
INVESTMENT?
If American Stock Transfer & Trust Company receives an optional cash
payment after the Cash Deadline for the month, it will hold the payment and
invest it with any optional cash payments received during the following month.
AMERICAN STOCK TRANSFER & TRUST COMPANY WILL NOT PAY INTEREST ON OPTIONAL CASH
PAYMENTS HELD BY AMERICAN STOCK TRANSFER & TRUST COMPANY PENDING THEIR
INVESTMENT IN STOCK.
REPORTS
14. WHAT KIND OF REPORTS WILL BE SENT TO YOU?
As a participant in the Plan, you will receive a quarterly statement of
account. You will also receive a statement of account showing all transactions
affecting your account in each year; and you will receive that statement (which
may be the last of the quarterly statements referred to above) on or before
January 31 of the following year. THESE STATEMENTS ARE YOUR CONTINUING RECORD OF
THE COST OF YOUR STOCK PURCHASES AND YOU SHOULD RETAIN THEM FOR INCOME TAX
PURPOSES FOR AS LONG AS THE SHARES REPRESENTED THEREBY ARE OWNED BY YOU (SEE
QUESTION 23). AMERICAN STOCK TRANSFER & TRUST COMPANY WILL NOT RETAIN SUCH
RECORDS INDEFINITELY.
In addition, you will receive copies of the same communications sent to
every other holder of our Stock, including the annual report, notice of annual
meeting of the shareholders and proxy statement, and income tax information for
reporting dividends paid.
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DIVIDENDS
15. WILL YOU BE CREDITED WITH DIVIDENDS ON FULL AND FRACTIONAL SHARES HELD
IN YOUR ACCOUNT IN THE PLAN?
Yes. Dividends with respect to fractional shares, as well as full shares,
held in your account in the Plan will be computed to the nearest cent and
credited to your account; and all of such dividends will be reinvested in
additional shares.
CERTIFICATES FOR SHARES
16. WILL WE ISSUE CERTIFICATES FOR SHARES OF STOCK PURCHASED?
Normally, we will not issue certificates for shares of Stock purchased
under the Plan. The number of shares in an account under the Plan will be shown
on your quarterly statement of account. This service protects against loss,
theft or destruction of Stock certificates.
You may request certificates for any number of whole shares in your
account under the Plan, by sending in the stub attached to the bottom of the
statement of account. These shares will remain eligible for dividend
reinvestment pursuant to your instructions. The request and instructions should
be mailed to American Stock Transfer & Trust Company at the address listed under
Question 26. American Stock Transfer & Trust Company will continue to credit
your account with dividends on any whole and/or fractional shares remaining in
your account under the Plan.
You may not pledge any shares credited to your account under the Plan. If
you wish to pledge shares, you must request that American Stock Transfer & Trust
Company issue certificates for such shares in accordance with the preceding
paragraph and further request that such shares be withdrawn from the Plan.
CERTIFICATES FOR FRACTIONAL SHARES WILL NOT BE ISSUED UNDER ANY
CIRCUMSTANCES.
17. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
American Stock Transfer & Trust Company maintains accounts under the Plan
in the names in which your certificates were registered at the time you entered
the Plan.
WITHDRAWAL
18. WHEN MAY YOU WITHDRAW FROM THE PLAN?
You may withdraw from the Plan at any time by filling out the stub
attached to the bottom of the statement of account and sending it to American
Stock Transfer & Trust Company at the address given in Question 26.
If American Stock Transfer & Trust Company receives your request to
withdraw prior to a Stock's dividend record date, the amount of the dividend and
any optional cash payments that American Stock Transfer & Trust Company would
otherwise have invested on such payment date will be paid to you.
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If American Stock Transfer & Trust Company receives your request to
withdraw on or after a Stock's dividend record date, American Stock Transfer &
Trust Company will invest the dividend (or designated portion thereof) paid on
such dividend payment date, and any optional cash payments received by American
Stock Transfer & Trust Company prior to the Cash Deadline for such payment date
(see Question 12), in additional Stock for your account. American Stock Transfer
& Trust Company will then process your request to withdraw as promptly as
possible following such dividend payment date.
If American Stock Transfer & Trust Company receives any optional cash
payment prior to your request to withdraw, American Stock Transfer & Trust
Company will invest such payment in additional Stock on the next monthly date
for purchase of shares of Stock, unless you request a return of the optional
cash payment prior to the Cash Deadline for the month (see Question 12). Your
withdrawal with respect to any additional Stock so purchased will be processed
as promptly as practicable following the monthly purchase date.
Dividend payment dates ordinarily are January 1, April 1, July 1 and
October 1.
19. HOW DO YOU WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, you must fill out the stub attached to
the bottom of the statement of account and send it to American Stock Transfer &
Trust Company, at the address given in Question 26, notifying it that you wish
to withdraw from the Plan and giving your account number. When you withdraw from
the Plan, or upon our termination of the Plan, certificates for whole shares
credited to your account under the Plan will be issued and a cash payment will
be made for any fractional share (see Question 20). Upon withdrawal from the
Plan, you may, if desired, also request that all of the shares, both whole and
fractional, credited to your account in the Plan, be sold. If such a sale is
requested, a cash payment will be made for any fractional share (see Question
20) and the whole shares credited to your account under the Plan will be sold
for your account by American Stock Transfer & Trust Company on a national
securities exchange. You will receive the proceeds of the sale, less any
brokerage commission and transfer tax.
20. WHAT HAPPENS TO A FRACTIONAL SHARE WHEN YOU WITHDRAW FROM THE PLAN OR THE
PLAN IS TERMINATED?
When you withdraw from the Plan, a cash payment representing the proceeds
from the sale of any fractional share will be mailed directly to you from
American Stock Transfer & Trust Company American Stock Transfer & Trust Company
will also make fractional share cash payments upon termination of the Plan.
OTHER INFORMATION
21. WHAT HAPPENS IF WE ISSUE A STOCK DIVIDEND, DECLARE A STOCK SPLIT OR HAVE A
RIGHTS OFFERING?
Any Stock dividends or split shares distributed by us on shares of Stock
in your account under the Plan will be added to your account. We will mail
directly to you, in the same manner as to shareholders who are not participating
in the Plan, Stock dividends or split shares distributed on shares of Stock
registered in your name.
Your entitlement in a rights offering will be based upon your total Stock
holdings-just as your dividend is computed each quarter. Rights certificates
will be issued for the number of whole shares only, however, any rights based on
a fraction of a share held in your account will be sold for your account and the
net proceeds will be invested in the same manner as an optional cash payment
(see Question 12).
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22. HOW WILL YOUR SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
As a participant in the Plan, you will be entitled to vote the number of
shares in your account under the Plan on any matter submitted to a meeting of
holders of Stock, either by having the number of such shares added to proxies
covering shares registered in your name or by having American Stock Transfer &
Trust Company send proxies to you covering the shares in your account.
23. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF YOUR PARTICIPATION IN THE
PLAN?
You will be treated for Federal income tax purposes as having received, on
the dividend payment date, a dividend equal to the full amount of the cash
dividend payable on such date with respect to your shares, even though that
amount is not actually received by you in cash but, instead, is applied to the
purchase of shares of Stock for your account. The dividends (except to the
extent they represent a return of capital for Federal income tax purposes) will
be taxable income to you.
You will not realize any taxable income upon receiving certificates for
whole shares credited to your account under the Plan, either upon a request for
certificates for certain of those shares or upon withdrawal from or termination
of the Plan. However, a gain or loss may be realized by you when whole shares
are sold, either pursuant to your request when you withdraw from the Plan or
upon sale by you after withdrawal from the Plan. In addition, if you receive,
upon withdrawal from or termination of the Plan, a cash payment for a fraction
of a share credited to your account, you may realize a gain or loss with respect
to such fraction. The amount of any such gain or loss would be the difference
between the amount that you receive for the whole shares or fraction of a share
and the tax basis therefor. The tax basis of whole or fractional shares is
generally equal to the purchase price of the shares. The tax basis of shares
purchased with qualified reinvested dividends paid before January 1, 1986 that
you elected to exclude from taxable income under former preferential tax rules
is zero (see the following paragraph). When such shares are sold, therefore, the
entire sales price of the shares (less selling costs) will be taxed as a gain.
The quarterly statements of account that American Stock Transfer & Trust Company
furnishes to you contain details of each transaction under the Plan and you
should permanently retain the last such statement received in each calendar year
for income tax purposes (see Question 14).
The former provision of the Internal Revenue Code permitting certain
individual shareholders to elect to exclude from their taxable income the value
(up to $750 per year, or $1,500 in the case of a joint return) of whole shares
of common stock received from "qualified public utilities" and "qualified
reinvestment dividends" expired on December 31, 1985. This special exclusion
from taxable income has not been available for dividends paid after December 31,
1985.
Under current law, there is no general requirement that we withhold any
taxes on dividends reinvested pursuant to the Plan. However, withholding may be
required if you become subject to backup withholding as a result of your failure
to provide the identification number and certification necessary to avoid backup
withholding, or as the result of a determination by the Internal Revenue Service
that there has been underreporting of interest or dividends received.
24. WHAT IS THE RESPONSIBILITY OF UI AND AMERICAN STOCK TRANSFER & TRUST COMPANY
UNDER THE PLAN?
We and American Stock Transfer & Trust Company, in administering the Plan,
will not be liable for any act done in good faith or for any good faith omission
to act including, without limitation, any claim or liability arising out of
failure to terminate your account upon your death prior to receipt of notice in
writing of such death, or with respect to the prices at which shares are
purchased for your account and the times when such purchases are made, or with
respect to any fluctuation in the market value before or after purchase or sale
of shares.
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SINCE THE PLAN CONTEMPLATES THE AUTOMATIC REINVESTMENT OF DIVIDENDS AT
QUARTERLY INTERVALS AND THE INVESTMENT OF OPTIONAL CASH PAYMENTS AT MONTHLY
INTERVALS, YOU SHOULD RECOGNIZE THAT WE CANNOT ASSURE YOU OF A PROFIT OR PROTECT
YOU AGAINST A LOSS ON THE SHARES OF STOCK PURCHASED BY YOU UNDER THE PLAN.
25. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS WHOSE DIVIDENDS ARE
SUBJECT TO INCOME TAX WITHHOLDING?
In the case of those foreign holders of Stock whose dividends are subject
to United States income tax withholding, American Stock Transfer & Trust Company
will reinvest in Stock an amount equal to the dividends less the amount of tax
required to be withheld. The statements confirming purchases made for such
foreign participants will indicate the amount of tax withheld.
26. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED?
All Authorization Forms, optional cash payments, notices of withdrawal and
other communications with American Stock Transfer & Trust Company should be sent
to:
American Stock Transfer & Trust Company, Administrator
40 Wall Street
New York, New York 10005
Telephone: (800) 278-4353
If you are a participant in the Plan, your correspondence should also
include your name and account number as shown on the statement of account sent
to you by American Stock Transfer & Trust Company.
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DIVIDENDS AND PRICE RANGE OF COMMON STOCK
We have paid quarterly cash dividends on our Stock since 1900. The
dividends declared on the Stock since 1996 are shown in the table below. Future
dividends will depend upon our earnings, capital requirements, financial
condition and other factors; and the Board of Directors' ability to declare
future dividend increases will depend upon our financial condition and
prospects.
Our Stock is traded on the New York Stock Exchange. The high and low sale
prices on the New York Stock Exchange composite tape, as reported by THE WALL
STREET JOURNAL, and the dividends declared by us, have been as follows:
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
SALE PRICE SALE PRICE DECLARED
---------- ---------- --------
<S> <C> <C> <C>
1996
First Quarter $39 3/4 $36 1/4 $0.705
Second Quarter 38 33 3/4 0.72
Third Quarter 37 1/2 33 7/8 0.72
Fourth Quarter 35 31 3/8 0.72
1997
First Quarter 32 5/8 24 1/2 0.72
Second Quarter 30 7/8 24 1/2 0.72
Third Quarter 37 31 1/2 0.72
Fourth Quarter 45 15/16 37 0.72
1998
First Quarter 48 9/16 42 5/8 0.72
Second Quarter 51 15/16 46 15/16 0.72
Third Quarter 53 9/16 49 0.72
Fourth Quarter 53 3/4 48 1/16 0.72
</TABLE>
The average of the high and low sale prices reported on the NYSE composite
tape for December 31, 1998 was $51.22. The book value of our Stock at December
31, 1998 was $31.74 per share on a consolidated basis.
USE OF PROCEEDS
We will not realize any proceeds when Stock shares are purchased for the
Plan on the open market. We have not determined the number of original issue
Stock shares that will be purchased directly from us under the Plan, and the
amount of the proceeds that will be realized by us from the issuance of any such
shares cannot be estimated. However, any proceeds to us from the issuance and
sale of original issue shares are expected to be used for our general corporate
purposes.
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DESCRIPTION OF COMMON STOCK
a) DIVIDEND RIGHTS
Holders of our Common Stock have no fixed dividend rights. Dividends
are declared by our Board of Directors, and are dependent upon our earnings,
capital requirements, financial condition and other factors.
The provisions of our Preferred Stock state that full cumulative
dividends thereon, to the last preceding dividend date, must be paid or set
apart before any dividends are paid or set apart for our Common Stock.
In connection with the issuance of our medium-term notes, we have
agreed to limitations on the payment of cash dividends on our Common Stock and
on amounts that can be expended to purchase or to redeem shares of our Common
Stock. Under the most restrictive of these limitations, retained earnings in the
amount of $105.7 million were free from such limitations at December 31, 1998.
b) VOTING RIGHTS
Holders of our Common Stock are entitled to one vote per share and,
except as holders of the Preferred Stock may be entitled as matter of law or
under the provisions of such Stock to voting rights, holders of our Common Stock
have the exclusive right to receive notices of shareholders' meetings and to
vote. The Preferred Stock provides that whenever dividends on any share of such
Stock are in arrears in an amount equal to or exceeding six quarterly dividend
payments, or whenever some other event of default has occurred, the holders of
such Stock shall be given notice of all shareholders' meetings and shall have
the right to elect the smallest number of directors necessary to constitute a
majority of our Board of Directors until such time as the default has been
cured.
c) LIQUIDATION RIGHTS
On our liquidation, holders of our Common Stock are entitled to
share pro rata our net assets remaining after the payment of all amounts due to
creditors and to holders of the Preferred Stock then outstanding. Holders of
outstanding shares of any series of the Preferred Stock will be entitled to
receive upon our liquidation, dissolution or winding up, if voluntary, the then
current redemption price thereof and, if involuntary, the par value per share,
plus in each case all dividends accrued and unpaid to the date of payment,
before any payment may be made on our Common Stock.
d) PRE-EMPTIVE RIGHTS
Holders of our Common Stock have no pre-emptive rights to subscribe
to, purchase or to receive any issue of our capital Stock of any class or any
other securities issued by us, whether or not convertible into capital Stock of
any class.
e) MISCELLANEOUS
Holders of our Common Stock have no conversion rights, nor are there
any redemption or sinking fund provisions applicable to our Common Stock.
Holders of our Common Stock are not liable to further calls or assessment by us.
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<PAGE>
f) TRANSFER AGENT AND REGISTRAR
The American Stock Transfer & Trust Company, 40 Wall Street,
New York, New York 10005, is Transfer Agent and Registrar of our Common
Stock.
g) LISTING
Our Common Stock is listed on the New York Stock Exchange.
LEGAL OPINIONS AND INDEPENDENT ACCOUNTANTS
The legality of the Common Stock offered by this prospectus has
been passed upon for us by Messrs. Wiggin & Dana, One Century Tower, New
Haven, Connecticut 06508-1832.
The statements made in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 (which document is incorporated in this
prospectus by reference) as to matters of law and legal conclusions under
"General," Franchises, Regulations and Competition," "Rates," "Financing,"
"Arrangements with Other Utilities," "Environmental Regulation" and "Nuclear
Generation" have been reviewed by Wiggin & Dana and are made on their authority
as experts.
The consolidated financial statements of The United Illuminating Company
as of December 31, 1997 and 1996 and for each of the three years in the period
ended December 31, 1997 incorporated in this prospectus by reference to the
Annual Report on Form 10-K of The United Illuminating Company for the year ended
December 31, 1997 have been audited by PricewaterhouseCoopers LLP, independent
accountants, as stated in their report appearing therein.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
A Connecticut statute permits us to indemnify any person who is made a
defendant in any lawsuit or legal proceedings against us by reason of the fact
that he or she is or was a director, officer, employee or agent of ours,
provided that the board of directors, legal counsel, the shareholders or a court
determines that the person acted in good faith and in a manner he or she
reasonably believed, in the case of official conduct, to be in our best
interests and, in all other cases, that was at least not opposed to our best
interests and, in any criminal proceeding, that the person had no reasonable
cause to believe that his or her conduct was unlawful. A Connecticut statute
further mandates that we indemnify the person provided that the person was
wholly successful in his or her defense. If the lawsuit or proceeding is based
on the person's having purchased or sold our securities, our indemnification
obligation is conditioned on a court's determining that, in view of all the
circumstances, the person is fairly and reasonably entitled to be indemnified.
The indemnification obligation covers judgments, fines, penalties, settlements
and reasonable expenses incurred by the person in connection with the lawsuit or
proceeding. The statute also requires indemnification when the lawsuit or
proceeding is by us, instead of against us; but indemnification in this case
covers only reasonable expenses incurred and is conditioned on (1) the person's
being adjudged not to have breached his or her duty to us, or (2) a court's
determining that, in view of all the circumstances, the person is fairly and
reasonably entitled to be indemnified. We are permitted to procure insurance
affording greater indemnification to our directors, officers, employees, agents
and/or shareholders.
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We have a liability insurance policy that indemnifies our directors and
officers for any and all sums that they shall be legally obligated to pay and
shall pay or by final judgment be adjudged to pay as damages, judgments,
settlements and costs, charges and expenses arising from any claim or claims
that may be made, and for which we have not provided reimbursement, by reason of
such director or officer's being or having been a director or officer of ours or
of another corporation for which he or she is serving or has served at our
request as a director or officer.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the Connecticut statute and the insurance policy described above, we
have been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in said
Act and is, therefore, unenforceable.
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<PAGE>
Table of Contents
<TABLE>
<S> <C>
Limitation on Authorization of Persons and Accuracy of Information.......2
Incorporation of Certain Documents by Reference..........................2
Available Information....................................................2
Description of the Plan..................................................3
Purpose...............................................................3
Advantages to You.....................................................3
Administration........................................................3
Participation.........................................................4
Costs.................................................................5
Purchases.............................................................5
Optional Cash Payments................................................6
Reports...............................................................6
Dividends.............................................................7
Certificates for Shares...............................................7
Withdrawal............................................................7
Other Information.....................................................8
Dividends and Price Range of Common Stock...............................11
Use of Proceeds.........................................................11
Description of Common Stock.............................................12
Dividend Rights......................................................12
Voting Rights........................................................12
Liquidation Rights...................................................12
Pre-emptive Rights...................................................12
Miscellaneous........................................................12
Transfer Agent and Registrar.........................................13
Listing..............................................................13
Legal Opinions and Independent Accountants..............................13
Indemnification for Securities Act Liabilities..........................13
</TABLE>
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Rule 411(b)(3) of the Securities and Exchange Commission, the
information contained under "Indemnification for Securities Act Liabilities" in
the Prospectus included in this Post-Effective Amendment No. 2 is hereby
incorporated by reference in response to this item.
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
TABLE EXHIBIT
ITEM NO. NO. DESCRIPTION
------- -------- -----------
<S> <C> <C>
(23) 5.3 CONSENT OF MESSRS. WIGGIN & DANA
(23) CONSENT OF PRICEWATERHOUSECOOPERS LLP
(SEE PAGE II-2 OF THIS REGISTRATION
STATEMENT)
</TABLE>
ITEM 17. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of The
United Illuminating Company's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 2 to the Registration Statement of The United Illuminating Company
on Form S-3 (File No. 033-50221) of our reports dated January 29, 1996 and
January 26, 1998 appearing on pages 79, 80 and 81 of The United Illuminating
Company's Annual Report on Form 10-K for the year ended December 31, 1997. We
also consent to the reference to our Firm under caption "Legal Opinions and
Independent Accountants" in such Post-Effective Amendment.
PRICEWATERHOUSECOOPERS LLP
NEW YORK, NEW YORK
FEBRUARY 1, 1999
II-2
<PAGE>
SIGNATURES
THE REGISTRANT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE UNITED
ILLUMINATING COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
AMENDMENT TO ITS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW HAVEN, STATE OF
CONNECTICUT, ON THE 1ST DAY OF FEBRUARY, 1999.
THE UNITED ILLUMINATING COMPANY
By /S/ ROBERT L. FISCUS
--------------------------------------------
ROBERT L. FISCUS
(VICE CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF FINANCIAL OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ NATHANIEL D. WOODSON Director, Chairman of the February 1, 1999
- ------------------------------ Board of Directors, President
NATHANIEL D. WOODSON Chief Executive Officer
(PRINCIPAL EXECUTIVE OFFICER)
/S/ ROBERT L. FISCUS Director, Vice Chairman of the February 1, 1999
- ------------------------------ Board of Directors and Chief
ROBERT L. FISCUS Financial Officer
(PRINCIPAL FINANCIAL OFFICER)
/S/ JAMES L. BENJAMIN Controller February 1, 1999
- ------------------------------
JAMES L. BENJAMIN
(PRINCIPAL ACCOUNTING OFFICER)
</TABLE>
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<PAGE>
JOHN F. CROWEAK Director )
)
F. PATRICK MCFADDEN, JR. Director )-- By /S/ ROBERT L. FISCUS
-------------------------
) (ROBERT L. FISCUS)
BETSY HENLEY-COHN Director ) (ATTORNEY-IN-FACT)
) February 1, 1999
FRANK R. O'KEEFE, JR. Director )
)
JAMES A. THOMAS Director )
II-4
<PAGE>
EXHIBIT 5.3
February 1, 1999
The United Illuminating Company
157 Church Street
New Haven, CT 06506-0901
Re: Registration Statement on Form S-3
REGISTRATION NO. 033-50221
Dear Gentlemen:
We hereby consent to the use of our opinion letter addressed to you, dated
September 9, 1993, in connection with the registration of shares of The United
Illuminating Company's Common Stock under the Securities Act of 1933 and to the
references to our firm in the subject Registration Statement and the related
Prospectus as amended by Post-effective Amendment No. 2.
Very truly yours,
/s/ WIGGIN & DANA
Wiggin & Dana
