SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The United Illuminating Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -----------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- -----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------------------------
(5) Total fee paid:
- -----------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- -----------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- -----------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- -----------------------------------------------------------------------------
(3) Filing Party:
- -----------------------------------------------------------------------------
(4) Date Filed:
- -----------------------------------------------------------------------------
<PAGE>
The United Illuminating Company
157 Church Street
P. O. Box 1564
New Haven, CT 06506-0901
203.499.2000
[Logo of UI]
February 24, 2000
Dear Fellow Shareowner:
On January 24, 2000, we were pleased to advise you of The United Illuminating
Company's outstanding performance for 1999, as we announced near-record earnings
during a year of extensive change to our company and industry. Our expectations
are that this performance will continue throughout this year.
In connection with this changing environment, we have one final step we need to
take to complete the transition into a restructured utility company. We recently
sent you proxy materials in connection with the important Special Meeting of the
Shareowners scheduled for March 17, 2000. At this meeting you will be asked to
approve the Company's proposal to reorganize The United Illuminating Company's
current corporate structure by forming a holding company. THE UI BOARD OF
DIRECTORS HAS UNANIMOUSLY APPROVED THIS PROPOSAL AND RECOMMENDS THAT YOU VOTE
FOR APPROVAL OF THE HOLDING COMPANY STRUCTURE.
- ---
There are three important points to consider as you review this issue:
o We are moving to a holding company structure primarily to satisfy the
requirements of Connecticut's 1998 Electric Utility Restructuring Law.
o UI is the only utility company in Connecticut that currently does not
operate under a holding company structure.
o This change will not have an effect on the quarterly dividend. In fact, the
Company has publicly stated on several occasions that it intends to
continue the dividend at the present level.
Your Board believes the reorganized holding company structure will assure
compliance with the Connecticut General Statutes. This new structure also will
provide the regulated and non-regulated businesses with the managerial,
structural and financial flexibility to meet the challenges of the future
competitive marketplace.
We urge you to carefully read the Proxy Statement and Prospectus that we
previously mailed to you. It provides detailed and important information
regarding the proposed holding company structure.
Approval of the holding company proposal requires the affirmative vote of 9.6
million shares out of all 14.3 million outstanding shares. As of February 23,
approximately 5.9 million shares have been voted, of which 93.5 percent are
supporting this action. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU
OWN. Remember, if you do not vote, it will have the same effect as a vote
against the holding company. If you have not already done so, please sign, date
and return the enclosed proxy card today in the postage-paid envelope provided.
Thank you for taking the time to consider and vote on this most important
issue.If you have additional questions or need additional material, please call
our proxy solicitor, Georgeson Shareholder Communications, Inc. at
1-800-223-2064, or Susan Allen of UI at (203) 499-2311.
Sincerely,
/s/ Nathaniel D. Woodson
- --------------------------
Nathaniel D. Woodson
Chairman, President and Chief Executive Officer
