<PAGE>
Registration No. 333-74965
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
PRE-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
UIL HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Connecticut 4911 06-1541045
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification
Number)
157 Church Street
New Haven, Connecticut 06506
(203-499-2000)
(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)
-----------------------------
COPIES TO:
Robert L. Fiscus 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, Including Zip Code, and
Telephone Number , Including Area Code of Agent For Service)
<PAGE>
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement is declared effective and
all other conditions to the merger of United Mergings, Inc. with and into The
United Illuminating Company and the related share exchange between the
registrant and The United Illuminating Company, as described in the enclosed
proxy statement-prospectus, have been satisfied.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Proposed Proposed
Each Class of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Unit Price Fee(1)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, without 15,001,292 shares $43.80 $657,056,590.00 $182,662.00
par value
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) The Registration Fee was paid on March 24, 1999, the date that this
Registration Statement was originally filed.
================================================================================
<PAGE>
PROXY STATEMENT
FOR
THE UNITED ILLUMINATING COMPANY
PROSPECTUS
FOR
UIL HOLDINGS CORPORATION
COMMON STOCK
This proxy statement and prospectus contains both a proxy statement for
the special meeting of the shareowners of United Illuminating to be held on
__________ __, ____ and a prospectus of UIL Holdings relating to the issuance of
up to 15,001,292 shares of UIL Holdings' common stock, upon the completion of,
and after the formation of, a holding company structure as described in this
proxy statement and prospectus.
United Illuminating and UIL Holdings propose to reorganize United
Illuminating's current corporate structure by forming a holding company
structure under an agreement and plan of merger and share exchange.
Under the plan of merger and share exchange, all of the outstanding
shares of United Illuminating's common stock will be exchanged on a
share-for-share basis for UIL Holdings common stock. After the share exchange,
each person who owned United Illuminating common stock immediately prior to the
share exchange will own a corresponding number of shares of the outstanding UIL
Holdings common stock.
IF THE SHARE EXCHANGE TAKES PLACE, YOU WILL NOT NEED TO SURRENDER YOUR
UNITED ILLUMINATING STOCK CERTIFICATES FOR STOCK CERTIFICATES OF UIL HOLDINGS.
SEE "RISK FACTORS" ON PAGE 5 FOR A DISCUSSION OF THE RISKS THAT YOU
SHOULD CONSIDER WITH RESPECT TO THE CREATION OF THE HOLDING COMPANY STRUCTURE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT AND PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The principal executive offices of United Illuminating and UIL Holdings
are located at 157 Church Street, New Haven, Connecticut 06506; telephone number
(203) 499-2000. This proxy statement and prospectus and the accompanying proxy
solicited on behalf of the board of directors of United Illuminating will be
first released to the owners of United Illuminating common stock on or about
__________ __, ____.
The date of this proxy statement and prospectus is __________ __, ____.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................................................3
Summary.................................................................................................3
Risk Factors............................................................................................5
Forward-Looking Statements..............................................................................6
Incorporation of Documents by Reference................................................................6
Information About the Special Meeting...................................................................7
Shareowners Entitled to Vote...................................................................7
Principal Shareowners..........................................................................9
Stock Ownership of Directors and Officers.....................................................10
Approval of Holding Company Structure.........................................................12
General.............................................................................12
Organization of UIL Holdings and United Mergings....................................12
Reasons for the Plan of Merger and Share Exchange...................................15
Plan of Merger and Share Exchange...................................................16
Required Shareowner Approval........................................................17
Dissenters' Rights..................................................................17
Required Regulatory Approvals.......................................................20
Regulation of UIL Holdings..........................................................20
Businesses of UIL Holdings..........................................................21
Amendment or Termination............................................................21
Effective Date of the Share Exchange................................................22
Exchange of Stock Certificates Not Required.........................................22
Federal Income Tax Consequences.....................................................22
Description of UIL Holdings Capital Stock...........................................24
Directors and Management of UIL Holdings............................................25
Officer Employment Contracts........................................................25
Stock Option and Other Plans........................................................25
Transfer Agent and Registrar........................................................25
Financial Statements................................................................26
Exhibit A - Agreement and Plan of Merger and Share Exchange...........................................A-1
Exhibit B - Copy of Sections 33-855 through 33-872 of the Connecticut Business Corporation Act........B-1
Exhibit C - Certificate of Incorporation of UIL Holdings Corporation..................................C-1
Exhibit D - Bylaws of UIL Holdings Corporation........................................................D-1
</TABLE>
2
<PAGE>
AVAILABLE INFORMATION
United Illuminating is subject to the information requirements of the
Securities Exchange Act of 1934, and in accordance with the Exchange Act files
reports, proxy statements and other information with the Securities and Exchange
Commission. Following completion of the share exchange, UIL Holdings will file
these reports and other information under the Exchange Act. You may read and
copy any of these reports, proxy statements and other information at the
Securities and Exchange Commission's public reference facilities in Washington,
D.C., Chicago, Illinois, and New York, New York. The Securities and Exchange
Commission also maintains an Internet Website at "http://www.sec.gov" that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Securities and Exchange
Commission. United Illuminating's common stock is listed on the New York Stock
Exchange. You may read and copy any of these reports, proxy statements and other
information concerning United Illuminating at the office of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.
Once the share exchange is completed, UIL Holdings common stock will be
listed on the New York Stock Exchange. At the time of this listing, the United
Illuminating common stock will be delisted.
UIL Holdings has filed a Registration Statement on Form S-4 with the
Securities and Exchange Commission under the Securities Act of 1933, to register
the UIL Holdings common stock that will be issued in the share exchange, as well
as UIL Holdings common stock that may be issued in lieu of United Illuminating
common stock under United Illuminating common stock plans. The registration
statement contains all material information regarding UIL Holdings, United
Illuminating and the share exchange. For further information, you may review the
Registration Statement.
- --------------------------------------------------------------------------------
SUMMARY
This summary highlights selected information from this proxy statement
and prospectus, and may not contain all of the information that is important to
you. To understand the proposal to reorganize United Illuminating into a holding
company structure and for a more complete description of the legal terms of the
agreement and plan of merger and share exchange, you should read carefully the
remainder of this document and the documents to which United Illuminating and
UIL Holdings refer.
THE COMPANIES
UNITED ILLUMINATING
United Illuminating is an operating electric public utility company. It
is engaged principally in the production, purchase, transmission, distribution
and sale of electricity for residential, commercial and industrial purposes in a
service area of about 335 square miles in the southwestern part of the State of
Connecticut. United Illuminating has six subsidiaries that engage in non-utility
business ventures related to United Illuminating's utility business.
UIL HOLDINGS CORPORATION
UIL Holdings is a corporation organized to become the parent of United
Illuminating. It currently has only a small amount of equity capital and no
debt. Its current board of directors consists of the two senior officers of
United Illuminating. The other current directors of United Illuminating will
become additional directors of UIL Holdings when the proposed reorganization
becomes effective and United Illuminating has become a wholly-owned subsidiary
of UIL Holdings. The current directors of United Illuminating will also continue
to serve as directors of United Illuminating.
THE REORGANIZATION
The board of directors of United Illuminating has unanimously approved
restructuring under the plan of merger and share exchange. Under the plan of
merger and share exchange, UIL Holdings will become the parent company of United
Illuminating. Although United Illuminating's organizational structure will
change, UIL Holdings will continue to conduct United Illuminating's current
businesses through United Illuminating and other subsidiaries of UIL Holdings.
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3
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All United Illuminating's common stock will be exchanged for UIL
Holdings common stock on a share-for-share basis. The agreement and plan of
merger and share exchange is attached as Exhibit A to this proxy statement and
prospectus. United Illuminating and UIL Holdings encourage you to read it, as it
is the legal document that governs the merger and share exchange.
EFFECT OF THE REORGANIZATION ON UNITED ILLUMINATING SHAREOWNERS
DIVIDENDS. United Illuminating and UIL Holdings expect that quarterly
dividends on the UIL Holdings common stock will be paid on the same dates
currently followed by United Illuminating with respect to its common stock
dividends. For a period of time following the merger and share exchange, United
Illuminating and UIL Holdings expect that the funds required by UIL Holdings to
enable it to pay common stock dividends will be derived predominantly from the
dividends paid by United Illuminating to UIL Holdings. United Illuminating and
UIL Holdings anticipate that these cash dividends paid by United Illuminating to
UIL Holdings will be sufficient to enable UIL Holdings to pay cash dividends on
UIL Holdings common stock and to meet operating and other expenses. Because
there will be no short-term change in the nature or extent of the businesses
currently being operated by United Illuminating and its unregulated
subsidiaries, there is no present plan to alter the dividend. However, United
Illuminating and UIL Holdings cannot guarantee what the amount of the initial
quarterly dividend on UIL Holdings common stock may be or the payment of future
dividends, since the declaration of these dividends will depend primarily on the
ability of UIL Holdings' subsidiaries (including United Illuminating) to pay
dividends to UIL Holdings, which, in turn, will depend upon the future earnings
and financial condition of these subsidiaries.
FEDERAL INCOME TAX EFFECTS. The reorganization has been structured as a
"tax-free reorganization" for Federal income tax purposes. Accordingly, you will
not recognize gain or loss for Federal income tax purposes if you exchange your
United Illuminating common stock for UIL Holdings common stock. It is a
condition to the carrying out of the reorganization that United Illuminating
receive a legal opinion from Wiggin & Dana, its outside counsel, that the
reorganization will be a tax-free reorganization for Federal income tax
purposes.
AUTOMATIC DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN. All
shares of United Illuminating common stock that are held under our Automatic
Dividend Reinvestment and Common Stock Purchase Plan will be automatically
exchanged for shares of UIL Holdings common stock. UIL Holdings will continue
the Dividend Reinvestment and Common Stock Purchase Plan with UIL Holdings
common stock after the share exchange.
STOCK CERTIFICATES. It will not be necessary for you to turn in your
United Illuminating stock certificates for UIL Holdings stock certificates. Your
certificates will automatically represent UIL Holdings common stock.
REASONS FOR THE REORGANIZATION
Connecticut has enacted a statute that is designed to cause a
restructuring of the State's electric utility industry. As a result of this
legislation, United Illuminating has sold all of its fossil fueled electric
generating facilities and plans to sell all of its nuclear electric generating
facilities. It will remain in the business of purchasing, transmitting and
distributing electricity in its service area. As required by Connecticut's
restructuring statute, United Illuminating's transmission and distribution
assets and operations will be legally and functionally separated from all of its
other assets and operations, including those of its subsidiaries. In order to
facilitate this legal and functional separation, United Illuminating's directors
have determined that its corporate organization ought to be restructured into a
holding company structure. The holding company structure proposed will isolate
and leave with United Illuminating all of its electric utility transmission and
distribution assets and operations. All of the non-utility assets and
operations, including those of the present subsidiaries, will be removed from
United Illuminating's control and the regulatory environment that currently
accompanies that control. All of these non-utility, unregulated assets and
operations will be controlled by the newly-created UIL Holdings. Since United
Illuminating will become a wholly-owned subsidiary of UIL Holdings, the
reorganized holding company structure will assure compliance with the
Connecticut statute and afford the reorganized businesses the managerial,
structural and financial flexibility necessary to meet challenges in the future
competitive non-utility marketplace.
REORGANIZATION RECOMMENDATIONS TO SHAREOWNERS
United Illuminating's board of directors believes that the proposed
reorganization into a holding company structure is in your best interest and
recommends that you vote FOR the reorganization proposal.
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4
<PAGE>
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SHAREOWNER VOTE REQUIRED TO APPROVE THE REORGANIZATION
The owners of two-thirds of the outstanding number of shares of United
Illuminating's common stock must vote in favor of the reorganization in order
for it to become effective.
DISSENTERS' RIGHTS
A dissenting United Illuminating shareowner has the right to be paid
the fair value of his, her or its
shares of United Illuminating common stock instead of having them converted into
shares of UIL Holdings common stock. In order to assert your dissenters' rights,
you must:
- - deliver to United Illuminating written notice of your intent to demand
payment; and
- - not vote your common stock shares in favor of the reorganization
proposal.
REGULATORY APPROVALS
In addition to shareowner approval, United Illuminating must obtain the
approval of the Connecticut Department of Public Utility Control, the Federal
Energy Regulatory Commission and the Nuclear Regulatory Commission before the
reorganization can become effective. The Connecticut Department of Public
Utility Control has approved the reorganization. Applications for approval by
the Federal Energy Regulatory Commission and the Nuclear Regulatory Commission
are expected to be filed on or about December 1, 1999.
- --------------------------------------------------------------------------------
RISK FACTORS
The corporate restructuring proposed will not change the nature or
extent of the regulated and unregulated businesses currently being operated by
United Illuminating and its subsidiaries. However, United Illuminating
shareowners should bear in mind the risk factors that are associated with their
investment, which are summarized below.
LOSSES FROM UNREGULATED BUSINESS ACTIVITIES NOT RECOVERABLE THROUGH
ELECTRIC RATES. Following the completion of the proposed holding company
restructuring, UIL Holdings will be able to pursue additional business
opportunities through its subsidiaries without having to obtain the prior
approval of the Connecticut Department of Public Utility Control. These
unregulated business opportunities involve more risk than United Illuminating's
regulated business activities. Any losses incurred by these unregulated
businesses will not be recoverable through the electric rates of United
Illuminating.
DIVIDENDS ON UIL HOLDINGS COMMON STOCK WILL BE DEPENDENT ON DIVIDENDS
PAID TO UIL HOLDINGS BY UNITED ILLUMINATING. For a period of time following the
share exchange, the funds required by UIL Holdings to enable it to pay dividends
on UIL Holdings common stock are expected to be derived predominantly from the
dividends paid by United Illuminating to UIL Holdings. Accordingly, the ability
of UIL Holdings to pay dividends, as a practical matter, will be governed by the
ability of United Illuminating to pay common stock dividends. The ability of
United Illuminating to pay dividends on its common stock will continue to be
subject to the preferential dividend rights of the owners of United
Illuminating's outstanding preferred stock and preference stock, if any, and to
the common stock dividend restrictions currently contained in United
Illuminating's Note Indenture. Although it has no present intention to do so, it
is possible that United Illuminating may need to issue preferred stock and/or
preference stock in the future to meet its capital requirements. This additional
stock will have preferential dividend rights. Because United Illuminating will
remain subject to regulation by the Connecticut Department of Public Utility
Control, the amount of its earnings and dividends will continue to be affected
by the manner in which the Connecticut Department of Public Utility Control
regulates United Illuminating. It is expected that the transfer of United
Illuminating's existing subsidiaries to UIL Holdings will not have a significant
adverse effect on United Illuminating's ability to pay common stock dividends to
UIL Holdings, since United Illuminating will retain the assets that account for
a substantial portion of its net earnings. There can be no guarantee, however,
of the amount of the initial quarterly dividend on UIL Holdings common stock or
of the payment of future dividends by UIL Holdings, as the declaration of
dividends will be dependent primarily on the receipt of future dividends from
subsidiaries of UIL Holdings which, in turn, will be dependent upon the future
earnings and financial condition of these subsidiaries.
FORWARD-LOOKING STATEMENTS
This proxy statement and prospectus contains forward-looking
statements. These statements are based upon management's current expectations
and information currently available and are subject to risks and uncertainties
that could
5
<PAGE>
cause actual results to differ materially from those projected in these
statements. Whenever we use the words "anticipates," "believe," "estimate,"
"expect," "project," "objective," or similar expressions, they are intended
to identify forward-looking statements. For example, forward-looking
statements may include, among others:
- statements concerning the future payment of dividends,
- statements or projections as to financial results or as to the
pursuit of business in new markets,
- statements concerning the regulatory approval process or future
regulation of UIL Holdings and its subsidiaries,
- statements concerning the future businesses or management of
UIL Holdings and its subsidiaries, and
- statements concerning the effects or benefits of a holding
company structure.
In addition to the assumptions and other factors recited in these
forward-looking statements, factors that could cause actual results to differ
from those forecast in the statements include, among others:
- regulatory developments,
- the rapidly changing and increasingly competitive utility
industry,
- energy and other markets,
- the ability to obtain adequate and timely rate relief from
regulatory commissions,
- cost recovery, including the potential effect of stranded
costs,
- legal or administrative proceedings,
- business conditions,
- technological developments,
- changes in the cost or availability of capital, labor
developments,
- nuclear or environmental incidents,
- factors affecting the utility industry in general, like
deregulation and unbundling of energy services,
- weather conditions and changes in fuel supply or cost, and
- other factors and events that may be disclosed from time to
time in UIL Holdings' or United Illuminating's
publicly disseminated documents or filings.
Neither UIL Holdings nor United Illuminating is assuming any obligation
to update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows United Illuminating and
UIL Holdings to "incorporate by reference" information into this proxy statement
and prospectus, which means that United Illuminating and UIL Holdings can
disclose important information to you by referring you to another document filed
separately with the Securities and Exchange Commission. The information in each
filed document incorporated by reference is deemed to be part of this proxy
statement and prospectus, except for any information in the filed document that
is superseded by information in this proxy statement and prospectus. This proxy
statement and prospectus incorporates by reference the following reports that
United Illuminating has filed with the Securities and Exchange Commission:
- Annual Report on Form 10-K for the year ended December 31,
1998, dated March 11, 1999
- Amendment to Annual Report on Form 10-K/A-1, dated April 9,
1999
- Amendment to Annual Report on Form 10-K/A-2, dated
November 3, 1999
- Current Report on Form 8-K, dated April 16, 1999
- Quarterly Report on Form 10-Q, dated May 14, 1999
- Amendment to Quarterly Report on Form 10-Q/A-1, dated November
3, 1999
- Quarterly Report on Form 10-Q, dated August 16, 1999
- Amendment to Quarterly Report on Form 10-Q/A-1, dated
November 3, 1999
- Quarterly Report on Form 10-Q, dated November 15, 1999
These documents contain important information about United
Illuminating, its subsidiaries, and their operations and financial condition.
6
<PAGE>
United Illuminating and UIL Holdings are also incorporating by
reference additional documents that they may file with the Securities and
Exchange Commission between the date of this proxy statement and prospectus and
the termination of the share exchange offering made by this proxy statement and
prospectus.
You should not assume that there has been no change in the affairs of
United Illuminating since the date of this proxy statement and prospectus.
UNITED ILLUMINATING WILL PROVIDE TO YOU WITHOUT CHARGE, UPON REQUEST, A
COPY OF ANY DOCUMENTS THAT HAVE BEEN OR MAY BE INCORPORATED IN THIS PROXY
STATEMENT AND PROSPECTUS BY REFERENCE. WRITTEN OR TELEPHONE REQUESTS SHOULD BE
DIRECTED TO CHARLES J. PEPE, ASSISTANT TREASURER AND ASSISTANT SECRETARY, THE
UNITED ILLUMINATING COMPANY, 157 CHURCH STREET, P.O. BOX 1564, NEW HAVEN,
CONNECTICUT 06506-0901, TELEPHONE NUMBER (203) 499-2311, E-MAIL ADDRESS
[email protected]. COPIES OF THE DOCUMENTS FURNISHED WITHOUT CHARGE WILL
NOT INCLUDE ALL OF THE EXHIBITS TO THE DOCUMENTS. HOWEVER, UNITED ILLUMINATING
AND UIL HOLDINGS WILL FURNISH A COPY OF ANY EXHIBIT UPON PAYMENT OF A FEE EQUAL
TO 10 CENTS PER PAGE PLUS POSTAGE TO DEFRAY THE EXPENSE OF FURNISHING IT. IN
ORDER TO ENSURE TIMELY DELIVERY OF THE INCORPORATED DOCUMENTS, ANY REQUEST
SHOULD BE MADE BY _____________, ____.
NEITHER UNITED ILLUMINATING NOR UIL HOLDINGS HAS AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS
PROXY STATEMENT AND PROSPECTUS. THIS PROXY STATEMENT AND PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES OF UIL
HOLDINGS COMMON STOCK BY ANY PERSON IN ANY JURISDICTION OR IN ANY CIRCUMSTANCE
IN WHICH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL.
INFORMATION ABOUT THE SPECIAL MEETING
This proxy statement and prospectus and the accompanying proxy form are
furnished on or about __________ __, ____, to security holders of record as of
the close of business on __________ __, ____, in connection with the
solicitation of proxies for use at the Special Meeting of the Shareowners of
United Illuminating to be held at the New Haven Lawn Club, 193 Whitney Avenue,
New Haven, Connecticut, on __________ __, ____ at 1:00 p.m. for the purposes set
forth in the accompanying Notice of Special Meeting of the Shareowners. The
solicitation is made by United Illuminating, and the expense of printing and
mailing proxy material will be borne by United Illuminating. United Illuminating
will request banks, brokers and other custodians, nominees and fiduciaries to
send proxy material to beneficial owners of shares and to secure their voting
instructions, if necessary, and United Illuminating will reimburse them for
their reasonable expenses in so doing. Directors, officers and employees of
United Illuminating may also solicit proxies personally or by telephone, but no
compensation will be paid specifically for any solicitation. In addition,
Georgeson & Company, Inc. of New York, New York, has been retained to aid in the
solicitation of proxies by similar methods at a cost to United Illuminating of
approximately $12,500, plus expenses.
SHAREOWNERS ENTITLED TO VOTE
At the close of business on __________ __, ____, the record date for
the meeting, [14,334,922] shares of United Illuminating common stock were
outstanding and will be entitled to vote at the special meeting, each share
being entitled to one vote, on each matter coming before the meeting as
explained in the accompanying Notice of Special Meeting of the Shareowners and
commented on in this proxy statement and prospectus. All votes on each matter
coming before the meeting will be counted and tabulated by inspectors of proxies
and tellers appointed by the President of United Illuminating under its bylaws.
Common stock shareowners who are participants in United Illuminating's
Automatic Dividend Reinvestment and Common Stock Purchase Plan will receive
proxy forms that will include the shares in their accounts under the plan.
American Stock Transfer & Trust Company, United Illuminating's agent under the
plan, has authorized United Illuminating to vote shares held in the plan
according to the instructions received on the proxy forms.
Shares of common stock for which a proxy in the form that accompanies
this proxy statement is properly signed and returned will be voted for or
against, or not voted, in accordance with the choice indicated on the proxy,
with respect to the proposal to approve the plan of merger and share exchange
and will be voted in accordance with the discretion of the person or persons
voting them with respect to any other matters as may come before the meeting.
United Illuminating is not aware of any other matters to be presented at the
meeting.
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Any proxy may be revoked by you at any time prior to its use. You may
revoke a proxy by filing with the Secretary of United Illuminating a written
notice of revocation or a properly signed proxy bearing a later date. If you
attend the meeting in person you may, if you wish, vote by ballot at the
meeting, which would cancel any proxy vote previously given by you.
Under Connecticut law and United Illuminating's bylaws, shareowners
holding a majority of the shares of United Illuminating's outstanding common
stock, either present in person or voting by proxy, will constitute a quorum for
purposes of considering and acting upon the matters set forth in the notice of
the meeting.
Under Connecticut law, assuming that a quorum is present at the
meeting, the proposal to approve the plan of merger and share exchange will be
approved if the votes cast in favor of the proposal equal or exceed two-thirds
of the number of shares of United Illuminating common stock entitled to vote on
the proposal; and proxies marked to abstain from voting with respect to the
proposal will have the legal effect of voting against approval of the proposal.
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PRINCIPAL SHAREOWNERS
In statements filed with the Securities and Exchange Commission, the
persons identified in the table below have disclosed beneficial ownership of
shares of common stock as shown in the table. The percentages shown in the
right-hand column are calculated based on the [14,334,922] shares of common
stock outstanding as of the close of business on __________ __, ____. In the
statements filed with the Securities and Exchange Commission, none of the
persons identified in the table, except David T. Chase, has admitted beneficial
ownership of any shares not held in their individual names. All of the persons
identified in the table, including David T. Chase, have denied that they have
acted, or are acting, as a partnership, limited partnership or syndicate, or as
a group of any kind for the purpose of acquiring, holding or disposing of common
stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
-------------- ------------------- --------- ----------------
<S> <C> <C> <C>
Common Stock Rhoda L. Chase [420,000] shares, [2.93]%
One Commercial Plaza owned directly
Hartford, CT 06103
Common Stock Cheryl A. Chase [79,200] shares, [0.55]%
One Commercial Plaza owned directly
Hartford, CT 06103
Common Stock Arnold L. Chase [230,300] shares, [1.61]%
One Commercial Plaza owned directly
Hartford, CT 06103
Common Stock The Darland Trust [146,000] shares, [1.02]%
St. Peter's House, owned directly
Le Bordage
St. Peter Port
Guernsey GY16AX
Channel Islands(1)
Common Stock David T. Chase [875,500] shares [6.11]%
One Commercial Plaza owned indirectly(2)
Hartford, CT 06103
Common Stock DTC Holdings Corporation(3) [200,000] shares [1.4]%
One Commercial Plaza owned directly
Hartford, CT 06103
</TABLE>
- --------------------
(1)The Darland Trust is a trust for the benefit of Cheryl A. Chase and her
children. The trustee of this trust is Rothschild Trust Cayman Limited.
(2)All of the shares listed for David T. Chase are included in the shares listed
for Rhoda L. Chase, his wife, Cheryl A. Chase, his daughter, Arnold L. Chase,
his son, and The Darland Trust.
(3)DTC Holdings Corporation was formerly known as American Ranger, Inc. It is a
wholly-owned subsidiary of D.T. Chase Enterprises, Inc. and is indirectly owned
and controlled by David T. Chase, Rhoda L. Chase, Cheryl A. Chase, Arnold L.
Chase, trusts for the benefit of Arnold L. Chase and his children, and trusts
for the benefit of Cheryl A. Chase and her children. D.T. Chase Enterprises Inc.
has its address at One Commercial Plaza, Hartford, CT 06103.
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STOCK OWNERSHIP OF DIRECTORS AND OFFICERS
The following table indicates the number of shares of common stock
beneficially owned, directly or indirectly, as of __________ __, 1999, by each
United Illuminating director, by each of the two persons who served as the Chief
Executive Officer of United Illuminating during 1998, and by each of the four
other most highly compensated officers of United Illuminating during 1998, and
by all directors and officers of United Illuminating as a group.
<TABLE>
<CAPTION>
SHARES
NAME OF INDIVIDUAL OR BENEFICIALLY
NUMBER OF PERSONS IN OWNED DIRECTLY
GROUP OR INDIRECTLY
--------------------------------------------------------
<S> <C>
Thelma R. Albright [3,386]
Marc C. Breslawsky [4,962]
David E.A. Carson [8,420]
Arnold L. Chase [230,300]
John F. Croweak [3,692]
Robert L. Fiscus [33,395]
Betsy Henley-Cohn [3,934]
John L. Lahey [2,073]
F. Patrick McFadden, Jr. [4,017]
Daniel J. Miglio [3,000]
Frank R. O'Keefe, Jr. [5,114]
James A. Thomas [2,370]
Nathaniel D. Woodson [12,214]
James F. Crowe [6,963]
Albert N. Henricksen [3,103]
Anthony J. Vallillo [2,408]
Richard J. Grossi(1) [0]
21 Directors and Officers as a
group, including those named above [345,897]
</TABLE>
- ------------------------
(1) Mr. Grossi served as Chief Executive Officer of United Illuminating
from January 1, 1998 to May 20, 1998. He retired as an officer and
director on December 31, 1998.
The number of shares listed in the table above includes those held for
the benefit of officers that are participating in our Employee Stock Ownership
Plan and, in the cases of Robert L. Fiscus, 10,500 shares, and, in the case of
all directors and officers as a group, 16,300 shares, that may be acquired
currently through the exercise of stock options under our 1990 Stock Option
Plan.
The numbers in the above table are based on reports furnished by the
directors and officers. The shares reported for Mr. Chase do not include
shares held by other members of his family and entities owned by them, which
are described at "Principal Shareowners" above. Mr. Chase does not admit
beneficial ownership of any shares other than those shown in the foregoing
table, and he has denied that he has acted, or is acting, as a member of a
partnership, limited partnership or syndicate, or group of any kind for the
purpose of acquiring, holding or disposing of our common stock. With respect
to other directors, nominee directors and officers, the shares reported in the
foregoing table include, in some instances, shares held by the immediate
families of directors, nominee directors and officers or entities controlled
by directors, nominee directors and officers, the reporting of which is not to
be construed as an admission of beneficial ownership.
Each of the persons included in the above table has sole voting and
investment power as to the shares of common stock beneficially owned, directly
or indirectly, by him or her, except as described below:
10
<PAGE>
- each person listed below shares investment and voting power for the
number of shares listed opposite his or her name below with his or her
spouse:
<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
<S> <C>
James A. Thomas [519]
James F. Crowe [718]
Albert N. Henricksen [429]
All directors, nominee directors
and officers as a group [1,856]
- voting and investment power is held by the other people or entities
described below on behalf of the persons included in the above table
with respect to the number of shares listed opposite their respective
names below:
<CAPTION>
Name of other person or
entity holding voting
Name Number of Shares and Investment Power
---- ---------------- --------------------
<S> <C> <C>
David E.A. Carson [152] Spouse
Robert L. Fiscus [700] Trust
Betsy Henley-Cohn [2,035] Trust
Frank R. O'Keefe, Jr. [662] Trust
James A. Thomas [50] Spouse
Nathaniel D. Woodson [12,000] Trust
James F. Crowe [10] Child
All directors, nominee directors [15,832] Spouse, Trust or Child
and officers as a group
The number of shares listed in the stock ownership table above also
includes the number of stock units listed opposite each person's name below,
for which neither investment nor voting power is held:
<CAPTION>
Name Number of Shares
---- ----------------
<S> <C>
Thelma R. Albright [3,155]
Marc C. Breslawsky [4,862]
David E.A. Carson [7,982]
John F. Croweak [2,788]
Betsy Henley-Cohn [407]
John L. Lahey [228]
F. Patrick McFadden, Jr. [2,117]
Frank R. O'Keefe, Jr. [4,222]
James A. Thomas [801]
</TABLE>
These stock units are in stock accounts under United Illuminating's Non-Employee
Directors' Common Stock and Deferred Compensation Plan, described below at
"Director Compensation". Stock units in this plan are payable, in an equivalent
number of shares of United Illuminating common stock, upon termination of
service on the board.
The number of shares of common stock beneficially owned by Mr. Chase,
as listed in the above stock ownership table, is approximately [1.6%] of the
[14,334,922] shares of common stock outstanding as of __________ __, ____. The
number of shares of common stock beneficially owned by each of the other persons
included in the foregoing table is less than 1% of the outstanding shares of
common stock as of __________ __, ____; and the number of shares of common stock
beneficially owned by all of the directors, nominee directors and officers as a
group represents approximately [2.4%] of the outstanding shares of common stock
as of __________ __, ____.
11
<PAGE>
APPROVAL OF HOLDING COMPANY STRUCTURE
GENERAL
The board of directors and management of United Illuminating consider
it to be in the best interests of United Illuminating, its shareowners and
customers to change the corporate organization of United Illuminating into a
holding company structure. The holding company structure will be accomplished
through a reverse triangular merger under the plan of merger and share exchange
and in accordance with the Connecticut Business Corporation Act. Completion of
the plan of merger and share exchange will result in United Illuminating
becoming a wholly-owned subsidiary of UIL Holdings Corporation, a newly-formed
Connecticut corporation, and you will become a holder of UIL Holdings common
stock.
The board of directors of United Illuminating has unanimously approved,
and has recommended that United Illuminating's shareowners approve, the plan of
merger and share exchange, which is subject to shareowner and regulatory
approvals. A copy of the plan of merger and share exchange is attached to this
proxy statement and prospectus as Exhibit A. The share exchange will not result
in the recognition of gain or loss by United Illuminating's shareowners for
Federal income tax purposes.
The other securities of United Illuminating will not be affected by the
plan of merger and share exchange. They will remain outstanding securities of
United Illuminating. United Illuminating will also continue to own all of the
general partnership interests in United Capital Funding Partnership L.P., and
United Illuminating will continue to guarantee the 9 5/8% Preferred Capital
Securities, Series A (Liquidation Preference $25 per Security) of the
partnership after the merger.
ORGANIZATION OF UIL HOLDINGS AND UNITED MERGINGS
UIL HOLDINGS
UIL Holdings was incorporated under the laws of the State of
Connecticut on March 22, 1999. UIL Holdings was organized to become the parent
of United Illuminating and currently has only minimal equity capital and no
debt. Before the effective time of the plan of merger and share exchange, the
only business of UIL Holdings will be the execution, delivery and performance of
the plan of merger and share exchange and the assets of UIL Holdings will
consist only of (a) $1,000 in cash, representing one half of the equity capital
contributed by United Illuminating, the owner of 100 shares of UIL Holdings
common stock and UIL Holdings' sole shareholder, and (b) 100 shares of United
Mergings common stock, which constitutes all of the issued and outstanding
shares of United Mergings common stock and which was acquired by UIL Holdings
with the other half of the equity capital contributed to it by United
Illuminating. The officers of UIL Holdings prior to the effective time of the
plan of merger and share exchange will be Nathaniel D. Woodson, Chairman of the
Board of Directors and Chief Executive Officer, Robert L. Fiscus, Vice Chairman
of the Board of Directors, Chief Financial Officer, Treasurer and Secretary; and
the directors of UIL Holdings prior to the effective time of the plan of merger
and share exchange will be Messrs. Woodson and Fiscus. At the effective time of
the plan of merger and share exchange, all of the shares of UIL Holdings common
stock held by United Illuminating will be cancelled, and the other directors of
United Illuminating will become additional directors of UIL Holdings. The
principal executive offices of UIL Holdings are now, and will remain after the
completion of the plan of merger and share exchange, at 157 Church Street, New
Haven, Connecticut 06510.
UNITED MERGINGS
United Mergings was incorporated under the laws of the State of
Connecticut on March 22, 1999. United Mergings was organized as a wholly-owned
subsidiary of UIL Holdings to facilitate the plan of merger and share exchange.
At the effective time of the plan of merger and share exchange, United Mergings
will cease to exist as a result of its merger with and into United Illuminating.
United Mergings has only minimal equity capital and no debt. Prior to the
effective time of the plan of merger and share exchange, the only business of
United Mergings will be the execution, delivery and the performance of the plan
of merger and share exchange and the assets of United Mergings will consist only
of $1,000 in cash, representing the equity capital contributed by UIL Holdings,
the owner of 100 shares of United Mergings' common stock and United Mergings'
sole shareowner. The officers and directors of United Mergings prior to the
effective time of the plan of merger and share exchange will be Messrs. Woodson
and Fiscus, each holding the same offices in United Mergings as he holds in UIL
Holdings. At the effective time of the plan of merger and share exchange, all
100 of the shares of United Mergings common stock owned by UIL Holdings will be
automatically converted into an equal number of shares of United Illuminating
common stock. As a result of this conversion, and the simultaneous automatic
onversion of all of the previously outstanding common stock shares of United
Illuminating into UIL Holdings common stock shares, UIL Holdings will become the
sole shareowner of United Illuminating.
12
<PAGE>
ORGANIZATIONAL CHARTS
The following charts demonstrate the differences between United
Illuminating's present organizational structure and the organizational
structure of UIL Holdings after the merger and share exchange.
United Illuminating's current corporate structure is as follows:
THE UNITED ILLUMINATING COMPANY
EXISTING UNIT ORGANIZATION
--------------------------------------
The United Illuminating
Company
--------------------------------------
--------------------------------
United Resources, Inc.
--------------------------------
-------------------------------------------
- -------------------- ---------------- ---------------- ---------------------
American Payment Precision Power, Thermal United Bridgeport
Systems, Inc. Inc. Energies, Inc. Energy, Inc.
- -------------------- ---------------- ---------------- ---------------------
-----------------------
------------------- -----------------
Precision Allan Electric
Constructors, Inc. Co., Inc.
------------------- -----------------
13
<PAGE>
The reorganized corporate structure after the completion of the plan of
merger and share exchange is expected to be as follows:
THE UNITED ILLUMINATING COMPANY
REORGANIZED UNIT ORGANIZATION
--------------------------------------------------
UIL Holdings
Corporation
--------------------------------------------------
------------------------- ------------------------
The United Illuminating United Resources, Inc.
Company
------------------------- ------------------------
--------------------------------------------------------------
- -------------------- ---------------- ---------------- ---------------------
American Payment Precision Power, Thermal United Bridgeport
Systems, Inc. Inc. Energies, Inc. Energy, Inc.
- -------------------- ---------------- ---------------- ---------------------
-----------------------
------------------- -----------------
Precision Allan Electric
Constructors, Inc. Co., Inc.
------------------- -----------------
14
<PAGE>
REASONS FOR THE PLAN OF MERGER AND SHARE EXCHANGE
GENERAL
The board of directors of United Illuminating considered many factors in
its decision to recommend the plan of merger and share exchange. A summary of
all of the material factors considered by the board of directors in approving
and recommending the plan of merger and share exchange appears below.
COMPETING IN A NEW REGULATORY ENVIRONMENT
The electric energy industry is becoming more competitive at both the
wholesale and retail levels, due to a variety of regulatory, economic and
technological developments. The more important of these developments from United
Illuminating's perspective are described below. United Illuminating believes
that it can optimize its ability to participate in the changing electric energy
industry and its various business segments by creating the holding company
structure. As described in detail in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in United Illuminating's 1998
Annual Report on Form 10-K, as amended, Connecticut has enacted a massive and
complex statute that is designed to cause a restructuring of the State's
regulated electric utility industry. The business of generating and supplying
electricity directly to consumers will be price-deregulated and opened to
competition beginning in the year 2000. At that time, these business activities
will be separated from the business of delivering electricity to consumers,
which is also known as the transmission and distribution business. Incumbent
franchised utility companies, including United Illuminating, will remain in the
transmission and distribution business and will continue to be regulated by the
Connecticut Department of Public Utility Control as distribution companies. In
compliance with the restructuring statute, United Illuminating has filed with
the Connecticut Department of Public Utility Control, and that agency has
approved, an "unbundling" plan. The plan states that United Illuminating intends
to retain all of its transmission and distribution assets and operations and
remain a franchised, regulated distribution company. The plan also states that
United Illuminating's transmission and distribution assets and operations will
be legally and functionally separated from its unregulated generation assets and
operations and all of its other unregulated assets and operations, including
those of United Illuminating's existing subsidiaries.
The board of directors has determined that, in order to facilitate the
clear functional unbundling and separation of United Illuminating's distribution
company assets and operations from its unregulated assets and operations, United
Illuminating's corporate organization ought to be restructured. In addition to
this purpose, the corporate reorganization proposed, a holding company
structure, will also afford United Illuminating the managerial, structural and
financial flexibility necessary to meet challenges in the future competitive
marketplace. It will also promote prudent and efficient management of the
distribution company, because management will be better able to identify costs,
and cost causation, by function. And the holding company structure proposed
will, by assuring that unregulated business activities are not conducted in
subsidiaries of the distribution company, provide more definitive insulation of
the distribution company's customers from actual or perceived risks associated
with those unregulated business activities.
INCREASED FLEXIBILITY
United Illuminating is subject to Title 16 of the Connecticut General
Statutes and the rules and regulations issued under Title 16. Title 16 imposes
limitations and conditions on United Illuminating's operations and its ability
to obtain financing. These limits and the delay caused by the required
Connecticut Department of Public Utility Control approval process represent a
significant constraint on United Illuminating's ability to compete with
unregulated companies. Historically, United Illuminating has been able to
compete successfully notwithstanding these statutory restrictions because most
of its competition was similarly regulated. However, with the unbundling of the
electric energy industry and entry by non-regulated entities into business
segments that were previously engaged in only by regulated utilities, United
Illuminating's ability to compete successfully is greatly diminished.
UIL Holdings' unregulated subsidiaries will be able to engage in
unregulated utility business segments and obtain debt and equity financing
without having to comply with Title 16 and without first having to obtain
Connecticut Department of Public Utility Control approval. Following the
restructuring, the unregulated subsidiaries will engage only in businesses that
are not regulated by the Connecticut Department of Public Utility Control. As is
the case with United Illuminating's present unregulated subsidiaries, these
businesses will encounter competitive and other factors not generally
experienced by United Illuminating and they will have different investment risks
than those involved in the regulated distribution company business of United
Illuminating.
As of December 31, 1998, United Illuminating had approximately $1.9
billion of consolidated assets. The unregulated assets of United Illuminating's
subsidiaries represented approximately 2% of United Illuminating's total
15
<PAGE>
consolidated assets. For 1998, United Illuminating had $686 million of annual
operating revenues from its utility operations, and United Illuminating's
unregulated subsidiaries had annual operating revenues of $62 million.
OTHER BENEFITS OF THE HOLDING COMPANY STRUCTURE
Following is a summary of some of the other substantial benefits that
may be derived from operating through the holding company structure.
- The separation of United Illuminating's regulated utility
operations from UIL Holdings operations in other non-regulated
business segments will help allay the concern of the
Connecticut Department of Public Utility Control that the
assets and operations of the regulated distribution company
not be used to subsidize the operations of any non-regulated
businesses.
- The business risk from the unregulated operations of UIL
Holdings and its subsidiaries will not be transferred to
United Illuminating's utility operations.
- United Illuminating will obtain additional legal protection
from the liabilities of the unregulated subsidiaries of UIL
Holdings and, similarly, each of UIL Holdings' unregulated
subsidiaries will obtain additional legal protection from the
liabilities of each other unregulated subsidiary and from the
liabilities of United Illuminating.
- The holding company structure will permit the use of financing
techniques that are more suited to the particular
requirements, characteristics and risks of UIL Holdings'
unregulated businesses without affecting the creditworthiness
of United Illuminating.
PLAN OF MERGER AND SHARE EXCHANGE
A copy of the plan of merger and share exchange is attached to this
proxy statement and prospectus as Exhibit A. In order to implement the plan of
merger and share exchange, United Illuminating has formed UIL Holdings as United
Illuminating's wholly-owned subsidiary. UIL Holdings, in turn, has formed its
own wholly-owned Connecticut corporation subsidiary named United Mergings, Inc.
The plan of merger and share exchange has been unanimously approved by the
boards of directors of United Illuminating, UIL Holdings and United Mergings, by
United Illuminating as the sole shareowner of UIL Holdings, and by UIL Holdings
as the sole shareowner of United Mergings. At the effective time of the plan of
merger and share exchange, the following events will occur:
- United Mergings will merge with and into United Illuminating
with United Illuminating being the surviving corporation;
- each outstanding share of United Merging's common stock will
be automatically converted into one share of United
Illuminating common stock;
- each previously outstanding share of United Illuminating
common stock will be automatically converted into one share of
UIL Holdings common stock, except for shares with respect to
which dissenters' rights have been properly exercised; and
- each share of UIL Holdings common stock owned by United
Illuminating will automatically be cancelled.
Neither the certificate of incorporation of United Illuminating, nor
United Illuminating's bylaws, will be affected by the plan of merger and share
exchange. UIL Holdings is governed by its own separate certificate of
incorporation that was filed with the Secretary of State of the State of
Connecticut on March 22, 1999 and by its own separate bylaws. UIL Holdings'
certificate of incorporation and bylaws are patterned on contemporary
Connecticut business corporation models. Copies of these documents are attached
to this proxy statement and prospectus as Exhibits C and D.
The following are the only substantive differences between UIL
Holdings' certificate of incorporation and United Illuminating's certificate of
incorporation:
- SPECIAL CHARTER. United Illuminating's certificate of
incorporation, unlike UIL Holdings' certificate of
incorporation, refers in the purpose clause to several Special
Acts of the General Assembly of the State of
16
<PAGE>
Connecticut that specify the franchises, the nature of
United Illuminating's specially chartered businesses and
its special rights, privileges and immunities as a
regulated public utility company. These elements are unique
to United Illuminating and cannot be acquired by or
transferred to any other corporation without authorization
by the Connecticut General Assembly.
- AUTHORIZED CAPITAL STOCK. Under its certificate of
incorporation, United Illuminating is authorized to issue the
following amounts of capital stock:
- 30,000,000 shares of common stock, without par value per
share;
- 1,119,612 shares of preferred stock, $100 par value per
share;
- 2,400,000 shares of preferred stock, $25 par value per
share; and
- 5,000,000 shares of preference stock, $25 par value per
share.
Under its certificate of incorporation, UIL Holdings is
authorized to issue the following amounts of capital stock:
- 30,000,000 shares of common stock, without par value per
share;
- 1,000,000 shares of preferred stock, $100 par value per
share;
- 4,000,000 shares of preferred stock, $25 par value per
share; and
- 4,000,000 shares of preference stock, $25 par value per
share.
- ATTRIBUTES OF PREFERRED AND PREFERENCE STOCK. UIL Holdings
certificate of incorporation gives the board of directors
authority to determine the preferences, limitations and
relative rights of its $100 par value preferred stock, as an
entire class, of its $25 par value preferred stock, as an
entire class, and of its $25 par value preference stock, as an
entire class, before any shares of the class are issued. In
United Illuminating's certificate of incorporation, these
attributes of its $100 par value and $25 par value preferred
stock, as an entire class, and of its $25 par value preference
stock, as an entire class, have already been prescribed and
are recited in the certificate of incorporation.
There are no substantive differences between UIL Holdings' bylaws and
United Illuminating's bylaws.
The other outstanding securities of United Illuminating, including its
debt instruments, will not be affected by the plan of merger and share exchange
and each will remain an outstanding security of United Illuminating. United
Illuminating will also continue to own all of the general partnership interests
in United Capital Funding Partnership L.P. and United Illuminating will continue
to guarantee the 9 5/8% Preferred Capital Securities, Series A (Liquidation
Preference $25 per Security) of that partnership after the effective time of the
plan of merger and share exchange. The plan of merger and share exchange can be
carried out without the necessity of obtaining any approvals from the holders of
United Illuminating's debt instruments or the holders of the 9 5/8% Preferred
Capital Securities, Series A.
REQUIRED SHAREOWNER APPROVAL
Under Connecticut law, the plan of merger and share exchange must be
approved by two-thirds of the voting power of each voting group entitled to vote
on it. The holders of United Illuminating common stock are the only voting group
entitled to vote on the plan of merger and share exchange. Approval of the plan
of merger and share exchange, therefore,
requires the affirmative vote of two-thirds of the issued and outstanding shares
of United Illuminating's common stock shareowners voting as a group. Since the
voting requirement for approval relates to outstanding shares as opposed to
shares voted at the meeting, broker and shareowner non-votes and abstentions
both will have the legal effect of negative votes.
DISSENTERS' RIGHTS
The Connecticut Business Corporation Act provides you with dissenters'
rights of appraisal if you object to the plan of merger and share exchange and
meet the statutory requirements contained in Sections 33-855 through 33-872 of
the Connecticut Business Corporation Act. Under the Connecticut Business
Corporation Act, if the plan of merger and share
17
<PAGE>
exchange is approved by United Illuminating shareowners and is completed, you
may assert your dissenters' rights by doing all of the following:
- deliver to United Illuminating, before the vote is taken,
written notice of your intent to demand payment for your
shares of United Illuminating common stock,
- not vote your shares in favor of the plan of merger and share
exchange, and
- upon receipt of a dissenters' notice from United Illuminating,
demand payment, certify whether you acquired beneficial
ownership of the shares before the date set forth in the
dissenters' notice, and deposit the certificate or
certificates representing your shares in accordance with the
terms of the dissenter's notice.
At the effective time of the plan of merger and share exchange, United
Illuminating will pay to the shareowner the amount United Illuminating estimates
to be the "fair value" of the shares of United Illuminating common stock as of
the time immediately prior to the effective time of the plan of merger and share
exchange.
If you do not satisfy each of the requirements listed above, you will
not be entitled to payment for your shares of United Illuminating common stock
under the dissenters' rights provisions of the Connecticut Business Corporation
Act and you will be bound by the terms of the plan of merger and share exchange.
However, if you satisfy the first two requirements, but acquired beneficial
ownership of your shares on or after the announcement date set forth in the
dissenters' notice from United Illuminating you will be entitled to payment.
United Illuminating may, however, elect to withhold payment unless you agree to
accept, in full satisfaction of your demand, United Illuminating's estimate of
the fair value of your shares.
If United Illuminating's records show that you are a shareowner, but
you are holding United Illuminating common stock for several beneficial owners,
then you may assert dissenters' rights as to fewer than all the shares
registered in your name only if you dissent with respect to all shares
beneficially owned by any one person and notify United Illuminating in writing
of the name and address of each person on whose behalf you assert dissenters'
rights. Your rights in this situation are determined as if the shares as to
which you are partially dissenting and your other shares were registered in the
names of the different beneficial owners.
If United Illuminating's records do not indicate that you are a
shareowner, but you are the beneficial owner of shares of United Illuminating's
common stock, then you may assert dissenters' rights as to shares held on your
behalf only if
- you submit to United Illuminating the record shareowner's
written consent to the dissent not later than the time you
assert dissenters' rights, and
- you do so with respect to all shares of which you own or over
which you have power to direct the vote.
Set forth below is a more detailed summary of the procedures relating
to the exercise of dissenters' rights under the provisions of Sections 33-855
through 33-372 of the Connecticut Business Corporation Act. A copy of these
statutory provisions is attached to this proxy statement and prospectus as
Exhibit B.
WRITTEN NOTICE
The Connecticut Business Corporation Act requires that you take the
following actions if you wish to assert dissenters' rights:
- deliver to United Illuminating before the vote on approval of
the plan of merger and share exchange is taken, written notice
of your intent to demand payment for shares of United
Illuminating common stock if the proposed plan of merger and
share exchange is completed, and
- not vote your shares of United Illuminating common stock in
favor of the plan of merger and share exchange proposal.
ANY NOTICE BY A DISSENTING SHAREOWNER MUST BE RECEIVED BY UNITED ILLUMINATING AT
157 CHURCH STREET, NEW HAVEN, CONNECTICUT 06510, ATTENTION: TREASURER AND
SECRETARY/MERGER PLAN, PRIOR TO THE VOTES BEING TAKEN AT THE SPECIAL MEETING.
18
<PAGE>
NOTICE AND DEMAND
Within ten days after the date on which the plan of merger and share
exchange is approved by United Illuminating shareowners at the special meeting,
United Illuminating must deliver a written dissenter's notice to each dissenting
shareowner. The dissenter's notice will:
- state where the payment demand must be sent and where and when
certificates for certificated shares of United Illuminating
common stock must be deposited,
- inform holders of uncertificated shares of common stock to
what extent transfer of the shares will be restricted after
the payment demand is received,
- supply a form for demanding payment that
- includes the date, which was October 1, 1998, of the
first announcement to the news media of the terms of the
proposed plan of merger and share exchange, and
- requires that the shareowner asserting dissenter's rights
certify whether or not he, she or it acquired beneficial
ownership of United Illuminating common stock before that
date,
- prescribe a date by which United Illuminating must receive the
payment demand, which date will be not less than 30 nor more
than 60 days from the date the dissenters' notice is delivered
to the dissenting shareowner, and
- be accompanied by a copy of Sections 33-855 through 33-872 of
the Connecticut Business Corporation Act, inclusive.
If you wish to assert dissenters' rights, you must make the payment demand,
certify whether you acquired beneficial ownership of the shares of United
Illuminating common stock before the October 1, 1998 announcement date set forth
in the dissenters' notice, and deposit the United Illuminating common stock
certificates in accordance with the terms of the dissenter's notice.
At the effective time of the plan of merger and share exchange, United
Illuminating must pay each dissenting shareowner that has complied with the
applicable provisions of the Connecticut Business Corporation Act the amount
estimated by United Illuminating to be the fair value of the dissenting
shareowner's shares of United Illuminating common stock and provide to each
dissenting shareholder financial data relating to United Illuminating and other
specified information as required by the Connecticut Business Corporation Act.
If the effective time of the plan of merger and share exchange is not within 60
days after the date set for demanding payment and depositing share certificates,
United Illuminating will return the deposited certificates and, if the plan of
merger and share exchange is subsequently carried out, United Illuminating will
deliver a new dissenters' notice and repeat the payment demand procedure. If
payment is not made on the date of the effective time of the plan of merger and
share exchange, then United Illuminating will be obligated to pay accrued
interest from the effective time of the plan of merger and share exchange until
the date of payment, at the average rate paid by United Illuminating on its
principal bank loans.
United Illuminating may elect to withhold payment from a dissenting
shareholder who acquired beneficial ownership of United Illuminating common
stock after the October 1, 1998 date set forth in the dissenters' notice as the
date of the first announcement of the terms of the proposed plan of merger and
share exchange. If United Illuminating so elects to withhold payment, it must
pay, after the date that the plan of merger and share exchange is carried out,
to each dissenting shareowner who agrees to accept United Illuminating's
estimate of the fair value of the dissenting shareowners shares in full
satisfaction of the shareowner's payment demand, that amount plus accrued
interest from the effective time of the plan of merger and share exchange until
the date of payment at the average rate paid by United Illuminating on its
principal bank loans.
COURT PROCEEDINGS
If a dissenting shareowner believes that United Illuminating's
estimated fair value of the shareowner's shares is less than their true fair
value, that dissenting shareowner may, within 30 days after the payment is made
or offered, notify United Illuminating in writing of the dissenting shareowner's
own estimate of the fair value of the shares, and demand payment of value less
any payments previously received by the dissenting shareowner. A dissenting
shareowner waives the right to demand payment as described in this paragraph
unless the dissenting shareowner gives United Illuminating the required notice
and demand within 30 days after United Illuminating has made or offered payment
for the dissenting shareowner's shares of
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United Illuminating common stock. If a dissenting shareowner's payment demand
remains unsettled, United Illuminating must
- commence a proceeding in the Connecticut Superior Court within
60 days after receiving the shareowner's notice, to determine
the fair value of the shares of United Illuminating common
stock, or
- pay to the dissenting shareowner the fair value demanded.
The costs of a court proceeding, including the reasonable compensation and
expenses of appraisers appointed by the court, will generally be assessed
against United Illuminating. The court may, however, assess the court costs,
including the fees and expenses of counsel and experts, against any party
involved in the dissenters' rights proceeding, including United Illuminating or
any dissenting shareowner, if that party is found by the court to have acted
arbitrarily, vexatiously or not in good faith with respect to the exercise of
dissenters' rights under the Connecticut Business Corporation Act.
REQUIRED REGULATORY APPROVALS
In addition to the shareowner approval described above, United
Illuminating must obtain the approval of the Connecticut Department of Public
Utility Control, under the Connecticut General Statutes, the Federal Energy
Regulatory Commission under the Federal Power Act, and the Nuclear Regulatory
Commission, under the Atomic Energy Act, in order to complete the plan of merger
and share exchange.
On November 13, 1998 United Illuminating filed with the Connecticut
Department of Public Utility Control an application for approval to establish a
holding company structure. Public hearings on the application were held by the
Connecticut Department of Public Utility Control on February 18, 1999 and March
8, 1999. As part of its review of the application, the Connecticut Department of
Public Utility Control considered the financial, technological and managerial
suitability and responsibility of United Illuminating and the ability of United
Illuminating to continue to provide safe, adequate and reliable service to the
public through its plant, equipment and manner of operation if the application
were to be approved. In a decision dated May 19, 1999, the Connecticut
Department of Public Utility Control approved the application.
An application will be filed with the Federal Energy Regulatory
Commission on or about December 1, 1999 for approval of the plan of merger and
share exchange. The application will be approved by the Federal Energy
Regulatory Commission if it finds that the plan of merger and share exchange is
consistent with the public interest.
An application will be filed with the Nuclear Regulatory Commission on
or about December 1, 1999 for approval of the plan of merger and share exchange.
The application will be approved by the Nuclear Regulatory Commission if it
finds that the reorganization of United Illuminating into a holding company
structure will have no adverse effect on United Illuminating's financial health,
on its ability to carry out its activities and responsibilities as a part-owner
of two nuclear electric generating units, or on competition.
The completion of the plan of merger and share exchange is conditioned
upon the receipt of all of the foregoing governmental approvals.
REGULATION OF UIL HOLDINGS
At the effective time of the plan of merger and share exchange, UIL
Holdings will become a holding company within the meaning of the Public Utility
Holding Company Act of 1935. However, UIL Holdings will be entitled to file an
annual exemption statement with the Securities and Exchange Commission claiming
exemption under Section 3(a)(1) of the Public Utility Holding Company Act, and
thereby become and remain exempt from all provisions of the Public Utility
Holding Company Act except Section 9(a)(2), which requires prior Securities and
Exchange Commission approval of acquisitions of utility entities. The basis for
this exemption will be that both UIL Holdings and United Illuminating, as UIL
Holdings' only public utility subsidiary, will be incorporated in the same
state, will be predominantly intrastate in character and will carry on their
businesses substantially in their state of incorporation - Connecticut. The
exemption will be available only so long as the utility business of United
Illuminating, and of any other utility company subsidiary that UIL Holdings may
create or acquire and from which UIL Holdings derives a material part of its
income, is predominantly intrastate in nature. The exemption may also be revoked
if the Securities and Exchange Commission determines that the exemption may be
detrimental to the public interest or the interests of investors or consumers.
UIL Holdings has no immediate plan to engage in any activity that would require
it to register as a public utility holding company subject to regulation under
the Public Utility Holding Company Act. However, the electric industry is in an
environment of rapid change and such a possibility cannot be ruled out.
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Under present Connecticut and federal laws, UIL Holdings will not be
subject to regulation by the Connecticut Department of Public Utility Control,
the Federal Energy Regulatory Commission or the Nuclear Regulatory Commission,
because it is not a public utility. Under these laws, a corporation is not a
public utility unless it owns assets that are used to provide a public utility
service. UIL Holdings' most significant asset will be its investment in United
Illuminating, which will own assets that are used to provide a public utility
service. However, this indirect ownership of assets by UIL Holdings will not be
sufficient to make UIL Holdings a public utility under the laws as they are now
written.
BUSINESSES OF UIL HOLDINGS
Once the plan of merger and share exchange is completed, UIL Holdings
will be a holding company that owns all of the common stock of United
Illuminating. UIL Holdings will be able to engage, directly or through
subsidiaries, in other businesses that are unrelated to the principal regulated
utility business of United Illuminating. UIL Holdings will obtain financing for
its operations from dividends and other distributions it receives from United
Illuminating and its other subsidiaries, borrowings and the sale of its own
equity and debt securities.
United Illuminating has one wholly-owned subsidiary, United Resources,
Inc., a Connecticut corporation, that presently serves as the parent corporation
for several unregulated business corporations, each of which is incorporated
separately in the State of Connecticut. United Illuminating will transfer its
stock of United Resources to UIL Holdings immediately after the effective time
of the plan of merger and share exchange. This transfer will complete the
corporate restructuring by separating UIL Holdings regulated and unregulated
business segments. United Resources' four subsidiaries engage in the different
businesses described below:
- American Payment Systems, Inc., United Resources' largest
subsidiary, manages a national network of agents for the
processing of bill payments made by customers of United
Illuminating and other utilities.
- Thermal Energies, Inc. is participating in the development of
district heating and cooling facilities in the downtown New
Haven, Connecticut area, including the energy center for an
office tower and participation as a 52% partner in the energy
center for a city hall and office tower complex.
- Precision Power, Inc. and its subsidiaries provide
power-related equipment and services to the owners of
commercial buildings and industrial facilities.
- United Bridgeport Energy, Inc. is participating in a merchant
wholesale electric generating facility being constructed at
the Bridgeport Harbor Station generating plant.
AMENDMENT OR TERMINATION
United Illuminating and UIL Holdings may amend, modify or supplement
the plan of merger and share exchange in any manner that is agreed upon by the
boards of directors of United Illuminating and UIL Holdings at any time before
or after approval of the plan of merger and share exchange by the shareowners of
United Illuminating; provided, however, that no amendment, modification or
supplement will be made which would, in the judgment of the board of directors
of United Illuminating, materially and adversely affect the shareowners of
United Illuminating.
United Illuminating may terminate the plan of merger and share exchange
at any time before or after its approval by United Illuminating's shareowners,
by action of the board of directors of United Illuminating if United
Illuminating's board of directors determines, in its sole discretion, that the
share exchange would be inadvisable or not in the best interests of United
Illuminating or its shareowners. In making this determination, United
Illuminating's directors would consider
- the nature of the Federal Energy Regulatory Commission
approval under the Federal Power Act, and of any conditions
imposed on UIL Holdings or United Illuminating in connection
with obtaining that approval,
- the nature of the Nuclear Regulatory Commission approval under
the Atomic Energy Act, and of any conditions imposed on UIL
Holdings or United Illuminating in connection with obtaining
that approval,
- the nature of any further regulatory approval requirements not
now anticipated, or
- demands for cash payments, if any, made by owners of United
Illuminating common stock seeking to exercise statutory
dissenters' rights.
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United Illuminating is unable to predict under what other circumstances the plan
of merger and share exchange might be terminated and abandoned.
EFFECTIVE DATE OF THE SHARE EXCHANGE
The share exchange will become effective upon the filing of a
Certificate of Merger and Share Exchange with the Secretary of the State of
Connecticut on a date to be selected by United Illuminating and UIL Holdings as
provided in the plan of merger and share exchange. Subject to the receipt of
required regulatory and shareholder approvals, it is expected that the effective
date will occur on __________ __, ____, or as soon thereafter as is practicable.
United Illuminating has no control over the timing of required regulatory
approvals. United Illuminating cannot predict when, or if, the regulatory
approvals will be obtained.
EXCHANGE OF STOCK CERTIFICATES NOT REQUIRED
If the share exchange is effected, it will not be necessary for owners
of United Illuminating common stock to make a physical exchange of their
existing stock certificates for stock certificates of UIL Holdings. The owners
of United Illuminating common stock will automatically become the owners of
shares of UIL Holdings common stock on a share-for-share basis. The present
stock certificates of United Illuminating will automatically represent shares of
UIL Holdings common stock. After the share exchange, as presently outstanding
certificates of United Illuminating common stock are presented for transfer, new
certificates bearing UIL Holdings name "UIL Holdings Corporation" will be
issued.
UIL Holdings may elect to offer direct registration to owners of its
common stock. Through the direct registration system, a UIL Holdings shareowner
may elect to have a statement-based account, rather than having to keep track of
share certificates. This would eliminate the risk of loss, theft or destruction
of share certificates and provide convenience to UIL Holdings and its
shareowners.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes the Federal income tax
considerations relating to the plan of merger and share exchange, and the
subsequent distribution by United Illuminating of its stock of United Resources
to UIL Holdings immediately after the effective time of the plan of merger and
share exchange. This summary does not discuss all aspects of federal taxation
that may be relevant to owners of United Illuminating common stock who are
subject to special treatment under the Federal income tax laws.
Completion of the plan of merger and share exchange and the subsequent
distribution by United Illuminating of its stock of United Resources to UIL
Holdings is conditioned upon the receipt, on or before the effective time of the
plan of merger and share exchange, of a confirmatory opinion of Wiggin & Dana,
general counsel to United Illuminating, satisfactory to the board of directors
of United Illuminating, to the effect that:
- The share exchange will be treated as a transfer of all of the
outstanding United Illuminating common stock by the owners of
the common stock to UIL Holdings solely in exchange for all of
the outstanding UIL Holdings common stock, in an exchange
qualifying for nonrecognition under Sections 368(a)(1)(A) and
368(a)(2)(E) of the Internal Revenue Code.
- No gain or loss will be recognized by the owners of United
Illuminating common stock as a result of the share exchange.
- The tax basis of the shares of UIL Holdings common stock
received in the share exchange by a United Illuminating
shareowner will have the same tax basis as the shares of
United Illuminating common stock that the United Illuminating
shareowner owned immediately prior to the share exchange, and
the holding period for the shares of UIL Holdings common stock
will include the period during which the United Illuminating
shareowner held the shares of United Illuminating common stock
provided that the shares of United Illuminating common stock
were held as capital assets at the effective time of the plan
of merger and share exchange.
- No income, gain or loss will be recognized by UIL Holdings as
a result of the share exchange.
- Gain or loss will be recognized by United Illuminating
shareowners who properly perfect their dissenters' rights
under the Connecticut Business Corporation Act, measured by
the difference between the amount of
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cash received other than any amount constituting interest,
which should be ordinary income to the shareowners and the
basis of the shares of United Illuminating common stock that
are exchanged therefor. The gain or loss will be capital
gain or loss provided that the shares of United Illuminating
common stock were held as capital assets at the effective
time of the plan of merger and share exchange, and will be
long-term capital gain or loss if the shares were held for
more than one year at that time.
- No gain or loss will be recognized by the owners of UIL
Holdings common stock as a result of the distribution of
United Resources stock by United Illuminating to UIL Holdings.
- United Illuminating will not recognize any gain upon the
distribution of United Resources stock to UIL Holdings. The
amount that the fair market value of the United Resources
stock exceeds United Illuminating's basis in such stock at the
time of the distribution of such stock to UIL Holdings will
represent a deferred gain which will be recognized only at the
time UIL Holdings sells the United Resources stock outside the
consolidated group or if United Illuminating is no longer is a
member of the consolidated group.
- UIL Holdings will not recognize any gain upon the receipt of
the United Resources stock from United Illuminating. UIL
Holdings, however, will reduce its basis in United
Illuminating stock by the fair market value of the United
Resources stock.
- Any further distributions by United Illuminating to UIL
Holdings will continue to reduce UIL Holdings' basis in United
Illuminating stock. Future distributions in excess of UIL
Holdings' adjusted basis will result in an excess loss account
and a negative basis for UIL Holdings. If the excess loss
account and negative basis exist at the time UIL Holdings
disposes its United Illuminating stock outside the
consolidated group, UIL Holdings shall include in its gross
income the amount of its excess loss account in United
Illuminating stock and the amount included shall be treated as
gain from the sale of stock.
- Upon the distribution of the United Resources stock to UIL
Holdings, United Illuminating will reduce its earnings and
profits in the amount of its adjusted basis in the United
Resources stock. There will, however, be no change in the
earnings and profits of UIL Holdings.
These statements and conclusions constitute the opinion of Wiggin &
Dana regarding the material Federal income tax consequences of the merger, share
exchange and reorganization. They are based on the assumptions that:
- The owners of at least 80% of United Illuminating's common
stock exchange their stock for UIL Holdings common stock.
- Following the plan of merger and the share exchange, UIL
Holdings will file consolidated Federal income tax returns
with United Illuminating, United Resources, American Payment
Systems, Inc., Thermal Energies, Inc., Precision Power, Inc.,
its subsidiaries, and United Bridgeport Energy, Inc.
- At the time United Illuminating distributes its United
Resources stock to UIL Holdings, the fair market value of that
stock (representing the aggregate fair market value of all of
the shares of stock of American Payment Systems, Inc., Thermal
Energies, Inc., Precision Power, Inc., its subsidiaries, and
United Bridgeport Energy, Inc.) does not exceed 10% of the
fair market value of United Illuminating's net assets and 30%
of the fair market value of United Illuminating's gross
assets. United Illuminating estimates that, at September 30,
1999, the fair market value of its United Resources, Inc.
stock was less than 1% of the fair market value of either
United Illuminating's net assets or its gross assets.
Wiggin & Dana's opinion is not binding in any manner upon the Internal Revenue
Service. The statements and conclusions are based on existing Federal income tax
law, regulations, judicial interpretations, and other published guidance, all of
which are subject to change and differing interpretation.
The above discussion is limited to a summary of material Federal income
tax consequences of the plan of merger and share exchange to United Illuminating
shareowners and UIL Holdings. It does not address the tax consequences of any
other transaction to which a United Illuminating shareowner may have been or may
become a party and which is beyond the knowledge and control of United
Illuminating. The discussion also does not address non-income, state, local or
foreign tax consequences associated with the plan of merger and share exchange.
It does not address all aspects of Federal income taxation that may be relevant
in the particular circumstances of each shareowner or to certain types of
shareowners including
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insurance companies, tax-exempt entities, financial institutions or
broker-dealers, foreign corporations, foreign estates and trusts, persons who
are not citizens or residents of the United States, and persons who acquired
United Illuminating common stock under an employee stock purchase plan, or
otherwise as compensation.
Each United Illuminating shareowner is urged to consult his, her or its
own tax advisor as to the particular tax consequences of the share exchange for
that shareowner, including the effect and applicability of Federal, state, local
and foreign income and other tax laws.
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DESCRIPTION OF UIL HOLDINGS CAPITAL STOCK
GENERAL
UIL Holdings has 39,000,000 shares of authorized capital stock,
consisting of 30,000,000 shares of common stock, 5,000,000 shares of preferred
stock, and 4,000,000 shares of preference stock. There are 100 shares of UIL
Holdings common stock presently outstanding, all of which are owned of record
and beneficially by United Illuminating, and no shares of UIL Holdings preferred
stock or preference stock are outstanding.
Upon completion of the plan of merger and share exchange, UIL Holdings
will have issued and outstanding a number of shares of its common stock that is
equal to the number of shares of United Illuminating common stock that were
issued and outstanding immediately prior to the effective time of the plan of
merger and share exchange, owned by those persons who owned United Illuminating
common stock immediately prior to the effective time of the plan of merger and
share exchange, except for the number of shares owned by those persons who
properly exercise their dissenters' rights. The number and designation of the
authorized shares of capital stock of UIL Holdings and the absence of
outstanding shares of UIL Holdings preferred stock and preference stock will not
change as a result of the plan of merger and share exchange.
The following is a summary of the rights and privileges of the owners
of UIL Holdings capital stock. UIL Holdings certificate of incorporation and
bylaws, as they will be in effect at and after the effective time of the plan of
merger and share exchange, are set forth in Exhibits C and D, respectively,
attached to this proxy statement and prospectus.
PREFERRED STOCK
UIL Holdings authorized preferred stock will be issuable in one or more
series, from time to time, as the Board of Directors of UIL Holdings may
determine. Each series of UIL Holdings preferred stock will be issued in the
number of shares and will have the relative rights, preferences and limitations
and the conversion and redemption terms as are prescribed by resolutions of the
board of directors of UIL Holdings, all to the extent and in the manner provided
by applicable law.
PREFERENCE STOCK
UIL Holdings authorized preference stock will be issuable in one or more
series, from time to time, as the board of directors of UIL Holdings may
determine. Each series of UIL Holdings preference stock will be issued in the
number of shares and will have the relative rights, preferences and limitations
and the conversion and redemption terms as are provided by resolutions of the
board of directors of UIL Holdings, all to the extent and in the manner provided
by applicable law.
COMMON STOCK
DIVIDEND RIGHTS. Subject to the limitations, if any, specified with
respect to the preferred stock and the preference stock, or any series
thereof, issued by UIL Holdings from time to time, dividends may be
paid on shares of UIL Holdings common stock, out of the funds legally
available therefor, when and as declared by UIL Holdings board of
directors.
LIQUIDATION RIGHTS. Subject to the limitations, if any, specified with
respect to the preferred stock and the preference stock, or any series
thereof, issued by UIL Holdings from time to time, in the event of any
dissolution or other winding up of UIL Holdings, whether voluntary or
involuntary, the assets of UIL Holdings available for payment and
distribution to shareholders will be distributed ratably to the holders
of UIL Holdings common stock.
VOTING RIGHTS. Except as otherwise provided in any statute of the State
of Connecticut or as otherwise specified with respect to the preferred
stock or any series thereof of UIL Holdings, all voting power vests
exclusively in the owners of UIL Holdings common stock.
MISCELLANEOUS. UIL Holdings common stock has no cumulative voting
rights, preemptive or conversion rights or redemption or sinking fund
provisions, and the outstanding shares of UIL Holdings common stock
will be fully paid and non-assessable. Except for restrictions on
transfer imposed upon UIL Holdings common stock as the result of
any applicable laws, including applicable Federal and state securities
laws, UIL Holdings common stock is freely transferable and not subject
to any restrictions on alienability.
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LISTING OF UIL HOLDINGS COMMON STOCK
UIL Holdings will apply to have its common stock listed on the New York
Stock Exchange. It is expected that the listing will become effective at the
effective time of the plan of merger and share exchange, subject to the rules of
the New York Stock Exchange. UIL Holdings expects to use "UIL" as its stock
exchange ticker symbol, which is the symbol currently used for United
Illuminating. Information concerning the stock exchange ticker symbol and
quotation listings in newspapers will be announced to shareowners as soon as it
is available. UIL Holdings reserves the right to terminate its listing on any
exchange in the future, upon notice to shareowners and compliance with its
listing agreements.
DIVIDENDS
UIL Holdings does not now, nor does it intend to, conduct directly any
business operations from which it will derive any revenues. Dividends on UIL
Holdings common stock will depend upon the earnings, financial condition and
capital requirements of United Illuminating and, to a lesser extent, UIL
Holdings' other subsidiaries. In addition, payment of dividends on the United
Illuminating common stock will continue to be subject to the rights of owners of
any outstanding United Illuminating preferred stock and preference stock with
respect to dividends.
UIL Holdings expects to declare and pay quarterly dividends on its
common stock on the same schedule as that now followed by United Illuminating
with respect to United Illuminating common stock dividends. The quarterly
dividend most recently declared by the United Illuminating board of directors on
United Illuminating common stock was 72 cents per share, payable on January 3,
2000 to owners of record at the close of business on December 9, 1999.
DIRECTORS AND MANAGEMENT OF UIL HOLDINGS
The directors of United Illuminating will also become the directors of
UIL Holdings at the effective time, and they will serve as the directors of UIL
Holdings until the first special meeting of shareowners of UIL Holdings
following the effective time of the plan of merger and share exchange.
The following persons, each of who is currently an executive officer of
United Illuminating, will hold, at least initially, in addition to the office
held by him with United Illuminating, the following office of UIL Holdings:
NAME TITLE
---- -----
Nathaniel D. Woodson Chairman of the Board of Directors and Chief
Executive Officer
Robert L. Fiscus Vice Chairman of the Board of Directors, Chief
Financial Officer,
Treasurer and Secretary
Information concerning United Illuminating's executive officers is set
forth in United Illuminating's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998. This information is incorporated into this proxy
statement and prospectus by reference.
OFFICER EMPLOYMENT CONTRACTS
United Illuminating has entered into employment agreements with its
officers, each of which includes provisions that will become applicable if there
is a change in control of United Illuminating. None of these provisions will
become applicable by reason of the implementation of the plan of merger and
share exchange.
STOCK OPTION AND OTHER PLANS
If the plan of merger and share exchange is completed, the United
Illuminating Dividend Reinvestment and Common Stock Purchase Plan and all
employee stock option, stock ownership and stock purchase plans will be assumed
by UIL Holdings and UIL Holdings common stock will be delivered instead of
United Illuminating common stock under the plans.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for United Illuminating common stock
is American Stock Transfer & Trust Company. American Stock Transfer & Trust
Company will also be the transfer agent and registrar for UIL Holdings common
stock.
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FINANCIAL STATEMENTS
United Illuminating's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as amended, contains United Illuminating's consolidated
financial statements and other financial information.
United Illuminating's Quarterly Report on Form 10-Q for the
period ending September 30, 1999 contains an unaudited consolidated balance
sheet of United Illuminating as of September 30, 1999 and unaudited
consolidated statements of income and cash flows for the period January 1,
1999 through September 30, 1999 and for the corresponding period January 1,
1998 through September 30, 1998.
Separate financial statements of UIL Holdings are not presented in this
proxy statement and prospectus because UIL Holdings is an inactive company
without material assets or liabilities or an operating history. Pro forma
financial effects of the plan of merger and share exchange are not set forth in
this proxy statement and prospectus since, on a consolidated basis, no change
will result from the plan of merger and share exchange.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE HOLDING COMPANY
STRUCTURE.
By Order of the Board of Directors
__________ __, ____ ROBERT L. FISCUS, VICE CHAIRMAN,
CHIEF FINANCIAL
OFFICER, TREASURER AND SECRETARY
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EXHIBIT A
AGREEMENT AND PLAN OF MERGER AND SHARE EXCHANGE
AGREEMENT AND PLAN OF MERGER AND SHARE EXCHANGE, dated as of
________________, 1999 (this "Agreement"), by and among The United Illuminating
Company, a specially chartered Connecticut corporation ("UI"), UIL Holdings
Corporation, a Connecticut corporation ("Holdings"), and United Mergings, Inc.,
a Connecticut corporation ("Mergings").
WHEREAS, the authorized capital stock of UI consists of (a) 30,000,000
shares of common stock, without par value (the "UI Common Stock"), (b) 1,119,612
shares of preferred stock, $100.00 par value per share, (c) 2,400,000 shares of
preferred stock, $25.00 par value per share, and (d) 5,000,000 shares of
preferred stock designated as preference stock, $25.00 par value per share; and
WHEREAS, the authorized capital stock of Holdings consists of 30,000,000
shares of common stock, without par value (the "Holdings Common Stock"), of
which 100 shares are issued and outstanding as of the date hereof and held
beneficially and of record by United Illuminating (b) 1,000,000 shares of
preferred stock, $100.00 par value per share, (c) 4,000,000 shares of preferred
stock, $25.00 par value per share, and (d) 4,000,000 shares of preferred stock
designated as preference stock, $25.00 par value per share; and
WHEREAS, the authorized capital stock of Mergings consists of 10,000
shares of common stock, without par value (the "Mergings Common Stock") of which
100 shares are issued and outstanding as of the date hereof and held
beneficially and of record by Holdings; and
WHEREAS, the respective Boards of Directors of United Illuminating,
Holdings and Mergings have deemed it advisable and in the best interests of
United Illuminating, Holdings and Mergings and their respective shareholders
that (i) Mergings be merged with and into United Illuminating, with UI being the
surviving corporation, (ii) each outstanding share of Mergings Common Stock be
converted into one share of UI Common Stock, (iii) each outstanding share of UI
Common Stock (excluding shares with respect to which dissenters' rights have
been properly exercised) be converted into one share of Holdings Common Stock,
and (iv) each share of Holdings Common Stock owned by UI be cancelled, all upon
the terms and conditions herein provided (the "Plan of Merger and Share
Exchange"); and
WHEREAS, United Illuminating as the sole shareowner of Holdings, and
Holdings as the sole shareowner of Mergings, have each approved the Plan of
Merger and Share Exchange, and the Board of Directors of UI has recommended that
the shareowners of UI who are entitled to vote thereon approve the Plan of
Merger and Exchange at a Special Meeting of the Shareowners of UI;
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, United Illuminating, Holdings and Mergings hereby agree to merge
and exchange shares in accordance with the following plan:
ARTICLE I
MERGER AND SHARE EXCHANGE
On the Effective Date (as defined in Article III hereof) (i) Mergings
shall be merged (the "Merger") with and into United Illuminating with UI being
the surviving corporation (United Illuminating as constituted after the
Effective Time, is sometimes referred to herein as the "Surviving Corporation"),
(ii) each outstanding share of Mergings Common Stock shall be automatically
converted into and exchanged for one share of UI Common Stock, (iii) each
outstanding share of UI Common Stock (excluding shares with respect to which
dissenters' rights have been properly exercised) shall be automatically
converted into and exchanged for one share of Holdings Common Stock, and
(iv) each share of Holdings Common Stock owned by UI shall be automatically
cancelled. The exchange of shares of UI Common Stock for shares of Holdings
Common Stock, the related exchange of shares of Mergings Common Stock for shares
of UI Common Stock and the related cancellation of shares of Holdings Common
Stock owned by United Illuminating are hereinafter referred to as the "Share
Exchange".
None of the other securities of United Illuminating, including its
issued and outstanding preferred stock and preference stock, if any, shall be
converted, exchanged or otherwise affected by the Merger or the Share Exchange.
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ARTICLE II
EFFECT OF MERGER AND SHARE EXCHANGE
The Merger and the Share Exchange shall be effected in accordance with,
and be subject to, the provisions of the applicable statutes of the State of
Connecticut. The effect of the Merger and the Share Exchange shall be that
provided herein and in Section 33-820 of the Connecticut Business Corporation
Act ("CBCA").
ARTICLE III
EFFECTIVE DATE
Subject to the satisfaction or waiver of the conditions and obligations
of the parties hereto, the Merger and the Share Exchange shall be effective at
the close of business on the date of the filing of a Certificate of Merger and
Share Exchange with the Secretary of the State of the State of Connecticut (the
"Effective Date").
ARTICLE IV
TERMS AND CONDITIONS OF MERGER AND SHARE EXCHANGE
A. On the Effective Date, the Certificate of Incorporation of UI as in
existence on the Effective Date shall, without any further action on the part of
the shareowners of UI or Mergings, be the Certificate of Incorporation of the
Surviving Corporation. The Bylaws of UI shall be the Bylaws of the Surviving
Corporation until altered, amended or repealed.
B. On the Effective Date, (i) each certificate that prior thereto
represented an outstanding share or outstanding shares of UI Common Stock shall
be deemed for all corporate purposes to evidence the ownership of the same
number of shares of Holdings Common Stock, (ii) each certificate that prior
thereto represented outstanding shares of Mergings Common Stock shall be deemed
for all corporate purposes to evidence the ownership of the same number of
shares of the Surviving Corporation's Common Stock, and (iii) each certificate
held by UI that prior thereto represented outstanding shares of Holdings Common
Stock shall be cancelled.
C. On and after the Effective Date, the members of the Board of
Directors of UI shall be the members of the Board of Directors of the Surviving
Corporation, the officers of UI shall be the officers of the Surviving
Corporation, and said directors shall hold office until the next annual meeting
of the shareowners of the Surviving Corporation or as otherwise provided by law
or the Bylaws of the Surviving Corporation.
ARTICLE V
CONDITIONS PRECEDENT
The consummation of the Merger and the Share Exchange is subject to the
following conditions precedent:
A. the approval of the Plan of Merger and Share Exchange by the
shareowners of UI;
B. the approval for listing, upon official notice of issuance, by the
New York Stock Exchange, of the Holdings Common Stock to be issued in accordance
with the Plan of Merger and Share Exchange;
C. the receipt of such orders, authorizations, approvals or waivers
from regulatory bodies, boards or agencies as are required in connection with
the Merger and the Share Exchange;
D. the receipt by UI of a tax opinion acceptable to UI's Board of
Directors as to the Federal income tax consequences of the Merger and the Share
Exchange;
E. the satisfaction of the respective obligations of the parties hereto
in accordance with the terms and conditions herein contained; and
F. the execution and filing of the appropriate Certificate of Merger
and Share Exchange with the Secretary of the State of the State of Connecticut.
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ARTICLE VI
AMENDMENTS, MODIFICATIONS, WAIVERS AND TERMINATION
This Agreement may be amended, modified or supplemented, or compliance
with any provision or condition hereof may be waived, at any time, by the mutual
consent of the Boards of Directors of United Illuminating, Holdings and
Mergings; provided, however, that no such amendment, modification, supplement or
waiver shall be made or effected, if such amendment, modification, supplement or
waiver, in the judgment of the Board of Directors of United Illuminating would
materially and adversely affect the shareowners of United Illuminating.
This Agreement may be terminated and the Plan of Merger and Share
Exchange and related transactions abandoned at any time prior to the time the
Certificate of Merger and Share Exchange is filed with the Secretary of the
State of the State of Connecticut, if the Board of Directors of UI determines,
in its sole discretion, that consummation of the Merger and the Share Exchange
would be inadvisable or not in the best interests of UI or its shareowners.
ARTICLE VII
SHAREOWNER APPROVAL
This Agreement shall be submitted to the shareowners of UI entitled to
vote with respect to the Plan of Merger and Share Exchange for their approval as
provided by the CBCA. United Illuminating as the sole shareowner of Holdings,
and Holdings, as the sole shareowner of Mergings, have each authorized and
approved the Plan of Merger and Share Exchange.
ARTICLE VIII
FURTHER ASSURANCES
In case at any time after the Effective Date any further action is
necessary or desirable to carry out the purposes of this Agreement, each of the
parties will take such further action (including the execution and delivery of
such further instruments and documents) as any other party may request, all at
the sole cost and expense of the requesting party.
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IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority granted by their respective Boards of Directors, has caused this
Agreement and Plan of Merger and Share Exchange to be executed by its duly
authorized officer, as of the date first above written.
THE UNITED ILLUMINATING COMPANY
By:__________________________________
Name: Robert L. Fiscus
Title: Vice Chairman of the Board
of Directors
and Chief Financial Officer
UIL HOLDINGS CORPORATION
By:__________________________________
Name: Robert L. Fiscus
Title: Vice Chairman of the Board
of Directors
and Chief Financial Officer
UNITED MERGINGS, INC.
By:__________________________________
Name: Robert L. Fiscus
Title: Vice Chairman of the Board
of Directors
and Chief Financial Officer
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EXHIBIT B
COPY OF
SECTIONS 33-855 THROUGH 33-872
OF THE
CONNECTICUT BUSINESS CORPORATION ACT
PART XIII. DISSENTERS' RIGHTS
(A) RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES
SECTION 33-855. DEFINITIONS.
As used in sections 33-855 to 33-872, inclusive:
(1) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action or the surviving or acquiring corporation by merger
or share exchange of that issuer.
(2) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under section 33-856 and who exercises that right when and in
the manner required by sections 33-860 to 33-868, inclusive.
(3) "Fair value", with respect to a dissenter's shares, means the value
of the shares immediately before the effectuation of the corporate action to
which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action.
(4) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans or, if none, at a rate that is fair and
equitable under all the circumstances.
(5) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares to
the extent of the rights granted by a nominee certificate on file with a
corporation.
(6) "Beneficial shareholder" means the person who is a beneficial owner
of shares held in a voting trust or by a nominee as the record shareholder.
(7) "Shareholder" means the record shareholder or the beneficial
shareholder.
SECTION 33-856. RIGHT TO DISSENT.
(a) A shareholder is entitled to dissent from, and obtain payment of
the fair value of his shares in the event of, any of the following corporate
actions:
(1) Consummation of a plan of merger to which the corporation is a
party (A) if shareholder approval is required for the merger by section 33-817
or the certificate of incorporation and the shareholder is entitled to vote on
the merger or (B) if the corporation is a subsidiary that is merged with its
parent under section 33-818;
(2) Consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired, if the shareholder
is entitled to vote on the plan;
(3) Consummation of a sale or exchange of all, or substantially all, of
the property of the corporation other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange,
including a sale in dissolution, but not including a sale pursuant to court
order or a sale for cash pursuant to a plan by which all or substantially all of
the net proceeds of the sale will be distributed to the shareholders within one
year after the date of sale;
(4) An amendment of the certificate of incorporation that materially
and adversely affects rights in respect of a dissenter's shares because it: (A)
Alters or abolishes a preferential right of the shares; (B) creates, alters or
abolishes a right in respect of redemption, including a provision respecting a
sinking fund for the redemption or repurchase, of the shares; (C) alters or
abolishes a preemptive right of the holder of the shares to acquire shares or
other securities; (D) excludes or limits the
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right of the shares to vote on any matter, or to cumulate votes, other than a
limitation by dilution through issuance of shares or other securities with
similar voting rights; or (E) reduces the number of shares owned by the
shareholder to a fraction of a share if the fractional share so created is to
be acquired for cash under section 33-668; or
(5) Any corporate action taken pursuant to a shareholder vote to the
extent the certificate of incorporation, bylaws or a resolution of the board of
directors provides that voting or nonvoting shareholders are entitled to dissent
and obtain payment for their shares.
(b) Where the right to be paid the value of shares is made available to
a shareholder by this section, such remedy shall be his exclusive remedy as
holder of such shares against the corporate transactions described in this
section, whether or not he proceeds as provided in sections 33-855 to 33-872,
inclusive.
SECTION 33-857. DISSENT BY NOMINEES AND BENEFICIAL OWNERS.
(a) A record shareholder may assert dissenters' rights as to fewer than
all the shares registered in his name only if he dissents with respect to all
shares beneficially owned by any one person and notifies the corporation in
writing of the name and address of each person on whose behalf he asserts
dissenters' rights. The rights of a partial dissenter under this subsection are
determined as if the shares as to which he dissents and his other shares were
registered in the names of different shareholders.
(b) A beneficial shareholder may assert dissenters' rights as to the
shares held on his behalf only if: (1) He submits to the corporation the record
shareholder's written consent to the dissent not later than the time the
beneficial shareholder asserts dissenters' rights; and (2) he does so with
respect to all shares of which he is the beneficial shareholder or over which he
has power to direct the vote.
Sections 33-858, 33-859. Reserved for future use.
(B) PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS
SECTION 33-860. NOTICE OF DISSENTERS' RIGHTS.
(a) If proposed corporate action creating dissenters' rights under
section 33-856 is submitted to a vote at a shareholders' meeting, the meeting
notice shall state that shareholders are or may be entitled to assert
dissenters' rights under sections 33-855 to 33-872, inclusive, and be
accompanied by a copy of said sections.
(b) If corporate action creating dissenters' rights under section
33-856 is taken without a vote of shareholders, the corporation shall notify in
writing all shareholders entitled to assert dissenters' rights that the action
was taken and send them the dissenters' notice described in section 33-862.
SECTION 33-861. NOTICE OF INTENT TO DEMAND PAYMENT.
(a) If proposed corporate action creating dissenters' rights under
section 33-856 is submitted to a vote at a shareholders' meeting, a shareholder
who wishes to assert dissenters' rights (1) shall deliver to the corporation
before the vote is taken written notice of his intent to demand payment for his
shares if the proposed action is effectuated and (2) shall not vote his shares
in favor of the proposed action.
(b) A shareholder who does not satisfy the requirements of subsection
(a) of this section is not entitled to payment for his shares under sections
33-855 to 33-872, inclusive.
SECTION 33-862. DISSENTERS' NOTICE.
(a) If proposed corporate action creating dissenters' rights under
section 33-856 is authorized at a shareholder's meeting, the corporation shall
deliver a written dissenters' notice to all shareholders who satisfied the
requirements of section 33-861.
(b) The dissenters' notice shall be sent no later than ten days after
the corporate action was taken and shall:
(1) State where the payment demand must be sent and where and when
certificates for certificated shares must be deposited;
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(2) Inform holders of uncertificated shares to what extent transfer of
the shares will be restricted after the payment demand is received;
(3) Supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the terms of the proposed
corporate action and requires that the person asserting dissenters' rights
certify whether or not he acquired beneficial ownership of the shares before
that date;
(4) Set a date by which the corporation must receive the payment
demand, which date may not be fewer than thirty nor more than sixty days after
the date the subsection (a) of this section notice is delivered; and
(5) Be accompanied by a copy of sections 33-855 to 33-872, inclusive.
SECTION 33-863. DUTY TO DEMAND PAYMENT.
(a) A shareholder sent a dissenters' notice described in section 33-862
must demand payment, certify whether he acquired beneficial ownership of the
shares before the date required to be set forth in the dissenters' notice
pursuant to subdivision (3) of subsection (b) of said section and deposit his
certificates in accordance with the terms of the notice.
(b) The shareholder who demands payment and deposits his share
certificates under subsection (a) of this section retains all other rights of a
shareholder until these rights are cancelled or modified by the taking of the
proposed corporate action.
(c) A shareholder who does not demand payment or deposit his share
certificates where required, each by the date set in the dissenters' notice, is
not entitled to payment for his shares under sections 33-855 to 33-872,
inclusive.
SECTION 33-864. SHARE RESTRICTIONS.
(a) The corporation may restrict the transfer of uncertificated shares
from the date the demand for their payment is received until the proposed
corporate action is taken or the restrictions released under section 33-866.
(b) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until these
rights are cancelled or modified by the taking of the proposed corporate action.
SECTION 33-865. PAYMENT.
(a) Except as provided in section 33-867, as soon as the proposed
corporate action is taken, or upon receipt of a payment demand, the corporation
shall pay each dissenter who complied with section 33-863 the amount the
corporation estimates to be the fair value of his shares, plus accrued interest.
(b) The payment shall be accompanied by: (1) The corporation's balance
sheet as of the end of a fiscal year ending not more than sixteen months before
the date of payment, an income statement for that year, a statement of changes
in shareholders' equity for that year and the latest available interim financial
statements, if any; (2) a statement of the corporation's estimate of the fair
value of the shares; (3) an explanation of how the interest was calculated; (4)
a statement of the dissenter's right to demand payment under section 33-860; and
(5) a copy of sections 33-855 to 33-872, inclusive.
SECTION 33-866. FAILURE TO TAKE ACTION.
(a) If the corporation does not take the proposed action within sixty
days after the date set for demanding payment and depositing share certificates,
the corporation shall return the deposited certificates and release the transfer
restrictions imposed on uncertified shares.
(b) If after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a new
dissenters' notice under section 33-862 and repeat the payment demand procedure.
SECTION 33-867. AFTER-ACQUIRED SHARES.
(a) A corporation may elect to withhold payment required by section
33-865 from a dissenter unless he was the beneficial owner of the shares before
the date set forth in the dissenters' notice as the date of the first
announcement to news media or to shareholders of the terms of the proposed
corporate action.
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(b) To the extent the corporation elects to withhold payment under
subsection (a) of this section, after taking the proposed corporate action, it
shall estimate the fair value of the shares, plus accrued interest, and shall
pay this amount to each dissenter who agrees to accept it in full satisfaction
of his demand. The corporation shall send with its offer a statement of its
estimate of the fair value of the shares, an explanation of how the interest was
calculated and a statement of the dissenters' rights to demand payment under
section 33-868.
SECTION 33-868. PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER.
(a) A dissenter may notify the corporation in writing of his own
estimate of the fair value of his shares and amount of interest due, and demand
payment of his estimate, less any payment under section 33-865, or reject the
corporation's offer under section 33-867 and demand payment of the fair value of
his shares and interest due, if:
(1) The dissenter believes that the amount paid under section 33-865 or
offered under section 33-867 is less than the fair value of his shares or that
the interest due is incorrectly calculated;
(2) The corporation fails to make payment under section 33-865 within
sixty days after the date set for demanding payment; or
(3) The corporation, having failed to take the proposed action, does
not return the deposited certificates or release the transfer restrictions
imposed on uncertificated shares within sixty days after the date set for
demanding payment.
(b) A dissenter waives his right to demand payment under this section
unless he notifies the corporation of his demand in writing under subsection (a)
of this section within thirty days after the corporation made or offered payment
for his shares.
SECTIONS 33-869, 33-870. RESERVED FOR FUTURE USE.
(C) JUDICIAL APPRAISAL OF SHARES
SECTION 33-871. COURT ACTION.
(a) If a demand for payment under section 33-868 remains unsettled, the
corporation shall commence a proceeding within sixty days after receiving the
payment demand and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding within
the sixty-day period, it shall pay each dissenter whose demand remains unsettled
the amount demanded.
(b) The corporation shall commence the proceeding in the superior court
for the judicial district where a corporation's principal office or, if none in
this state, its registered office is located. If the corporation is a foreign
corporation without a registered office in this state, it shall commence the
proceeding in the superior court for the judicial district where the registered
office of the domestic corporation merged with or whose shares were acquired by
the foreign corporation was located.
(c) The corporation shall make all dissenters, whether or not residents
of this state, whose demands remain unsettled parties to the proceeding as in an
action against their shares and all parties must be served with a copy of the
petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced
under subsection (b) of this section is plenary and exclusive. The court may
appoint one or more persons as appraisers to receive evidence and recommend
decision on the question of fair value. The appraisers have the powers described
in the order appointing them, or in any amendment to it. The dissenters are
entitled to the same discovery rights as parties in other civil proceedings.
(e) Each dissenter made a party to the proceeding is entitled to
judgment (1) for the amount, if any, by which the court finds the fair value of
his shares, plus interest, exceeds the amount paid by the corporation, or (2)
for the fair value, plus accrued interest, of his after-acquired shares for
which the corporation elected to withhold payment under section 33-867.
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SECTION 33-872. COURT COSTS AND COUNSEL FEES
(a) The court in an appraisal proceeding commenced under section 33-871
shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The court shall
assess the costs against the corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously or not
in good faith in demanding payment under section 33-868.
(b) The court may also assess the fees and expenses of counsel and
experts for the respective parties, in amounts the courts finds equitable: (1)
Against the corporation and in favor of any or all dissenters if the court finds
the corporation did not substantially comply with the requirements of sections
33-860 to 33-868, inclusive; or (2) against either the corporation or a
dissenter, in favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted arbitrarily, vexatiously
or not in good faith with respect to the rights provided by sections 33-855 to
33-872, inclusive.
(c) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the corporation, the
court may award to these counsel reasonable fees to be paid out of the amounts
awarded the dissenters who were benefited.
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EXHIBIT C
CERTIFICATE OF INCORPORATION
OF
UIL HOLDINGS CORPORATION
SECTION 1. The name of the corporation is UIL HOLDINGS CORPORATION (the
"Corporation").
SECTION 2. The purpose of the Corporation is to engage in the
businesses and activities that a corporation is authorized to engage in by
virtue of the Connecticut Business Corporation Act in effect on the effective
date hereof and as it may be amended or superseded from time to time after the
effective date hereof.
SECTION 3. The street address of the Corporation's initial registered
office is 157 Church Street, New Haven, Connecticut; and the name of the
corporation's initial registered agent at that office is Kurt Mohlman.
SECTION 4. The name of the Corporation's incorporator is Robert L.
Fiscus, whose address is 86 Cricket Lane, Shelton, Connecticut.
SECTION 5. The classes of shares, and the number of shares of each
class, that the Corporation is authorized to issue are as follows:
(a) COMMON STOCK. Thirty million (30,000,000) shares of a class of
shares designated "Common Stock," without par value. The Common Stock shares of
the Corporation shall have unlimited voting rights and shall be entitled to
receive the net assets of the Corporation upon its dissolution. Each share of
the Common Stock of the Corporation shall have preferences, limitations and
relative rights that are identical with those of the other shares of the Common
Stock of the Corporation.
(b) PREFERRED STOCK - $100 PAR VALUE. One million (1,000,000) shares
of a class of shares designated "Preferred Stock - $100 Par Value," having a
par value of $100 per share. Before the issuance of any shares of the
Preferred Stock - $100 Par Value of the Corporation, the Board of Directors
of the Corporation shall determine the preferences, limitations and relative
rights, within the limits prescribed by statute, of such class of shares that
shall be identical among all of the shares of such class of shares. Shares of
the Preferred Stock - $100 Par Value of the Corporation shall be issued in
one or more series. Before the issuance of the shares of any series of the
Preferred Stock - $100 Par Value, the Board of Directors of the Corporation
shall give such series a distinguishing designation and shall determine the
preferences, limitations and relative rights, within the limits prescribed by
statute, of such series of shares. Each share of a series of the Preferred
Stock - $100 Par Value of the Corporation shall have preferences, limitations
and relative rights that are identical with those of the other shares of such
series of shares and, except to the extent otherwise provided in the
description of the preferences, limitations and relative rights prescribed
for such series of shares by the Board of Directors of the Corporation, with
those of the other shares of the Preferred Stock - $100 Par Value of the
Corporation.
(b) PREFERRED STOCK - $25 PAR VALUE. Four million (4,000,000) shares
of a class of shares designated "Preferred Stock - $25 Par Value," having a
par value of $25 per share. Before the issuance of any shares of the
Preferred Stock - $25 Par Value of the Corporation, the Board of Directors of
the Corporation shall determine the preferences, limitations and relative
rights, within the limits prescribed by statute, of such class of shares that
shall be identical among all of the shares of such class of shares. Shares of
the Preferred Stock -$25 Par Value of the Corporation shall be issued in one
or more series. Before the issuance of the shares of any series of the
Preferred Stock - $25 Par Value, the Board of Directors of the Corporation
shall give such series a distinguishing designation and shall determine the
preferences, limitations and relative rights, within the limits prescribed by
statute, of such series of shares. Each share of a series of the Preferred
Stock - $25 Par Value of the Corporation shall have preferences, limitations
and relative rights that are identical with those of the other shares of such
series of shares and, except to the extent otherwise provided in the
description of the preferences, limitations and relative rights prescribed
for such series of shares by the Board of Directors of the Corporation, with
those of the other shares of the Preferred Stock - $25 Par Value of the
Corporation.
(b) PREFERENCE STOCK. Four million (4,000,000) shares of a class of
shares designated "Preference Stock," having a par value of $25 per share.
Before the issuance of any shares of the Preference Stock of the Corporation,
the Board of Directors of the Corporation shall determine the preferences,
limitations and relative rights, within the limits prescribed by statute, of
such class of shares that shall be identical among all of the shares of such
class of shares. Shares of the Preference
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Stock of the Corporation shall be issued in one or more series. Before the
issuance of the shares of any series of the Preference Stock, the Board of
Directors of the Corporation shall give such series a distinguishing
designation and shall determine the preferences, limitations and relative
rights, within the limits prescribed by statute, of such series of shares.
Each share of a series of the Preference Stock of the Corporation shall have
preferences, limitations and relative rights that are identical with those of
the other shares of such series of shares and, except to the extent otherwise
provided in the description of the preferences, limitations and relative
rights prescribed for such series of shares by the Board of Directors of the
Corporation, with those of the other shares of the Preference Stock of the
Corporation.
SECTION 6. All corporate powers of the Corporation shall be
exercised by or under authority of, and the business and affairs of the
Corporation shall be managed under the direction of, a Board of Directors
consisting of not less than three nor more than fifteen individuals, with the
number fixed in, and increased or decreased from time-to-time by amendment
of, the Bylaws of the Corporation, each of which individuals shall be a
shareowner of the Corporation.
SECTION 7. No person who is or was a director of the Corporation
shall be personally liable to the Corporation or its shareowners for monetary
damages for breach of duty as a director in an amount that exceeds the
compensation received by the director for serving the Corporation during the
year of the violation, if such breach did not (A) involve a knowing and
culpable violation of law by the director, (B) enable the director or an
associate, as defined in Section 33-840 of the Connecticut General Statutes
on the effective date hereof and as it may be amended or superseded from time
to time after the effective date hereof, to receive an improper personal
economic gain, (C) show a lack of good faith and a conscious disregard for
the duty of the director to the Corporation under circumstances in which the
director was aware that his or her conduct or omission created an
unjustifiable risk of serious injury to the Corporation, (D) constitute a
sustained and unexcused pattern of inattention that amounted to an abdication
of the director's duty to the Corporation, or (E) create liability under
Section 33-757 of the Connecticut General Statutes as constituted on the
effective date hereof and as it may be amended or superseded from time to
time after the effective date hereof.
SECTION 8. The Corporation shall be obligated to indemnify a director
for liability, as defined in subdivision (5) of Section 33-770 of the
Connecticut General Statutes on the effective date hereof and as it may be
amended or superseded from time to time after the effective date hereof, to any
person for any action taken, or any failure to take any action, as a director,
except liability that (a) involved a knowing and culpable violation of law by
the director, (b) enabled the director or an associate, as defined in Section
33-840 of the Connecticut General Statutes on the effective date hereof and as
it may be amended or superseded from time to time after the effective date
hereof, to receive an improper personal gain, (c) showed a lack of good faith
and a conscious disregard for the duty of the director to the Corporation under
circumstances in which the director was aware that his conduct or omission
crated an unjustifiable risk of serious injury to the Corporation, (d)
constituted a sustained and unexcused pattern of inattention that amounted to an
abdication of the director's duty to the Corporation or (e) created liability
under Section 33-757 of the Connecticut General Statutes as constituted on the
effective date hereof and as it may be amended or superseded from time to time
after the effective date hereof.
Dated at New Haven, Connecticut, this 17th day of March, 1999.
/s/ Robert L. Fiscus
Incorporator
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EXHIBIT D
BYLAWS
OF
UIL HOLDINGS CORPORATION
(A CONNECTICUT CORPORATION)
--------------------
ARTICLE I.
OFFICES.
SECTION 1. PRINCIPAL OFFICE. The location of the principal office of the
Corporation shall be in the Town of New Haven County of New Haven in the State
of Connecticut.
SECTION 2. OTHER OFFICES. The Corporation may also have other offices at such
other places within or without the State of Connecticut as the Board of
Directors or the President may from time to time determine or as the business of
the Corporation may require.
ARTICLE II.
MEETINGS OF SHAREOWNERS.
SECTION 1. ANNUAL MEETING. The annual meeting of the shareowners shall be held
at the principal office of the Corporation in the State of Connecticut, or at
such other place as the Board of Directors or the President may determine, on
the first Wednesday of April in each year, unless another date shall be
designated by the Board of Directors, in which case such meeting shall be held
on the date so designated, for the purpose of electing a Board of Directors and
for the transaction of any other business that may legally come before the
meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareowners may be called
at any time by the President, or in his absence or disability by a Vice
President, and shall be called on the request in writing or by a vote of a
majority of the Board of Directors or upon the written request of the holders of
not less than 35 percent of the voting power of all shares entitled to vote at
the meeting. Special meetings of the shareowners may be held at such place
within the State of Connecticut as is specified in the notice or call of such
meeting.
SECTION 3. NOTICE OF MEETINGS. A written or printed notice of each meeting of
shareowners, stating the place, day and hour of the meeting and the general
purpose or purposes for which it is called, shall be mailed, postage prepaid, by
or at the direction of the Secretary, to each shareowner of record entitled to
vote at such meeting, addressed to the shareowner at the shareowner's last known
post office address as last shown on the stock records of the Corporation, not
less than ten days nor more than sixty days before the date of the meeting.
SECTION 4. QUORUM. At any meeting of the shareowners, the owners of a majority
of the voting power of the shares entitled to vote, present in person or by
proxy, shall constitute a quorum for such meeting, except as otherwise expressly
provided by statute, the Certificate of Incorporation of the Corporation or
these Bylaws. In the absence of a quorum, the owners of a majority of the voting
power of the shares entitled to vote, present in person or by proxy, may adjourn
the meeting to a new date, time or place, from time to time, not exceeding
thirty days at any one time, without further notice, until a quorum shall
attend, and thereupon any business may be transacted that might have been
transacted at the meeting as originally called.
Except where otherwise expressly provided by statute, the Certificate of
Incorporation of the Corporation or these Bylaws, when a quorum is present at
any duly held meeting, directors shall be elected by a plurality of the votes
cast by the owners of the voting power of shares entitled to vote in the
election of directors, and any other action to be voted on shall be approved
if the votes favoring the action cast by the owners of the voting power of
the shares entitled to vote on the matter exceed the votes opposing the
action cast by such shareowners.
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SECTION 5. VOTING. Each owner of a share that may be voted on a particular
subject matter at any meeting of shareowners shall be entitled to one vote, in
person or by proxy, for each such share standing in his name on the books of the
Corporation on the record date for such meeting. All voting at meetings of
shareowners shall be by voice vote, except that the vote for the election of
directors shall be by ballot and except where a vote by ballot is required by
law or is determined to be appropriate by the officer presiding at such meeting.
SECTION 6. INSPECTORS OF PROXIES AND TELLERS. The Board of Directors or, in the
absence of action by the Board of Directors, the President or, in the absence or
disability of the President, the chairman of the meeting may appoint two persons
(who may be officers or employees of the Corporation) to serve as Inspectors of
Proxies and the same persons or two other persons (who may be officers or
employees of the Corporation) to serve as Tellers at any meeting of shareowners.
The determination by such persons of the validity of proxies and the count of
shares voted shall be final and binding on all shareowners.
ARTICLE III.
DIRECTORS.
SECTION 1. GENERAL POWERS. The property, affairs and business of the Corporation
shall be managed by its Board of Directors, which may exercise all the powers of
the Corporation except such as are by law or statute or by the Certificate of
Incorporation of the Corporation or by these Bylaws expressly conferred upon or
reserved to the shareowners.
SECTION 2. NUMBER AND TERM OF OFFICE. The number of directorships shall be
thirteen. Directors shall be elected to hold office until the next annual
meeting of the shareowners and until their successors shall have been elected
and qualified.
SECTION 3. VACANCIES. Subject to the provisions of the second paragraph of this
Section, in case of any vacancy among the directors through death, resignation,
disqualification, failure of the shareowners to elect as many directors as the
number of directorships fixed by Section 2 of this Article III, or any other
cause except the removal of a director, the directors in office, although less
than a quorum, by the affirmative vote of the majority of such other directors,
or the sole director in office if there be only one, may fill such vacancy;
provided that the shareowners entitled to vote may also fill any such vacancy.
If any such vacancy occurs in respect of a director elected by a particular
class of shares voting as a class, and if such class is still entitled to fill
such directorship, the remaining directors elected by such class, by the
affirmative vote of a majority of such remaining directors, or the sole
remaining director so elected if there be only one, may fill such vacancy;
provided the shareowners of such class may also fill any such vacancy.
The resignation of a director shall be effective at the time specified therein
and, unless otherwise specified therein, the acceptance of a resignation shall
not be necessary to make it effective.
SECTION 4. REMOVAL OF DIRECTORS. Any director may be removed from office either
with or without cause at any time, and another person may be elected in his or
her stead to serve for the remainder of his or her term at any special meeting
of the shareowners called for the purpose, by vote of a majority of all the
shares outstanding and entitled to vote.
SECTION 5. PLACE OF MEETING. The directors may hold their meetings and have one
or more offices and keep the books of the Corporation (except as otherwise at
any time may be provided by law or statute) at such place or places within or
without the State of Connecticut as the Board of Directors may from time to time
determine.
SECTION 6. ORGANIZATION MEETINGS OF THE BOARD. The newly elected Board of
Directors may meet for the purpose of organization, for the election of
officers, and for the transaction of other business, immediately following
the adjournment of the annual meeting of the shareowners or at such other
time and place as shall be fixed by the shareowners at the annual meeting,
and if a quorum be then present no prior notice of such meeting shall be
required to be given to the directors. The time and place of such
organization meeting may also be fixed by written consent of the newly
elected directors, or such organization meeting may be called by the
President upon reasonable notice.
SECTION 7. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held at such times and places within or without the State of Connecticut as the
Board of Directors shall from time to time designate.
SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board of Directors (if one there be)
or by the President or, in the absence or disability of the President, by a Vice
President, or
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by a majority of the directors, and shall be called upon the written request
of two directors. Special meetings of the Board shall be held at such place,
either within or without the State of Connecticut, as shall be specified in
the call of the meeting.
SECTION 9. NOTICE OF MEETINGS. The Secretary of the Corporation shall give
reasonable notice to each director of each regular or special meeting, either by
mail, telegraph, telefax, electronic mail, telephone or personally, which notice
shall state the time and place of the meeting.
SECTION 10. QUORUM. A majority of the number of directorships shall constitute a
quorum for the transaction of business, except where otherwise provided by
statute or by these Bylaws, but a majority of those present at any regular or
special meeting, if there be less than a quorum, may adjourn the same from time
to time without notice until a quorum be had. The act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as otherwise may be provided by statute or by
these Bylaws.
SECTION 11. COMPENSATION OF DIRECTORS. The Board of Directors shall have
authority to fix the compensation of directors and of members of committees of
the directors, including reasonable allowances for expenses incurred in
connection with their duties.
SECTION 12. ACTION WITHOUT MEETING. If all of the directors severally or
collectively consent in writing to any action taken or to be taken by the
Corporation, and the number of such directors constitutes a quorum for such
action, such action shall be as valid corporate action as though it had been
authorized at a meeting of the Board of Directors. The Secretary shall file each
such consent with the minutes of the meetings of the Board of Directors.
ARTICLE IV.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES.
SECTION 1. APPOINTMENT. The Board of Directors, by resolution adopted by the
affirmative vote of directors holding a majority of the directorships, may
appoint an Executive Committee, consisting of four or more directors, one of
whom shall be the Chairman of the Board of Directors (if one there be) to serve
during the pleasure of the Board, and may fill vacancies in such committee. The
Executive Committee shall have and may exercise all of the authority of the
Board of Directors, except as otherwise may be provided by statute or by these
Bylaws.
SECTION 2. MINUTES. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors.
SECTION 3. OTHER COMMITTEES. The Board of Directors, by resolution adopted by
the affirmative vote of directors holding a majority of the directorships, shall
appoint an Audit Committee and may appoint any other committee or committees
consisting of two or more directors to serve during the pleasure of the Board,
which committees shall have and may exercise such authority of the Board of
Directors as shall be provided in such resolution.
ARTICLE V.
OFFICERS, AGENTS AND ATTORNEYS.
SECTION 1. EXECUTIVE OFFICERS. The executive officers of the Corporation
shall be a Chairman of the Board of Directors, if the Board of Directors so
determine, and a President, one or more Vice Presidents, a Secretary and a
Treasurer, all of whom shall be elected by the Board of Directors. The Board
of Directors may also appoint such additional officers, including, but not
limited to, one or more Assistant Secretaries and Assistant Treasurers, as in
their judgment may be necessary, who shall have authority to perform such
duties as may from time to time be designated by the Board of Directors or by
the President. Any two of said offices may be held by the same person, except
that the same person shall not be President and a Vice President.
SECTION 2. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS. The
Chairman of the Board of Directors (if one there be) when present shall preside
at all meetings of the Board of Directors and of the shareowners. He or she
shall have such powers and shall perform such duties as may from time to time be
assigned to him or her by the Board of Directors.
If so designated by the Board of Directors, the Chairman of the Board of
Directors shall be the chief executive officer of the Corporation and, as such,
he or she, and not the President, shall have and possess all of the powers and
discharge all of the
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duties assigned to the President in these Bylaws, except that (1) in the
absence, disability or death of the Chairman of the Board of Directors, the
President shall have and possess all of such powers and discharge all of such
duties, (2) the Board of Directors may delegate one or more of such powers
and duties to the President, (3) the Chairman of the Board of Directors shall
not have the power or duty of signing certificates for the shares of the
Corporation and (4) both the Chairman of the Board of Directors and the
President shall be included among those officers who may act with respect to
shares of other corporations held by the Corporation and who may sign or
countersign checks, drafts and notes of the Corporation under the provisions
of Sections 5 and 6, respectively, of Article VII of these Bylaws.
SECTION 3. POWERS AND DUTIES OF THE PRESIDENT. The President shall be the chief
executive officer of the Corporation unless the Board of Directors designates
the Chairman of the Board of Directors as the chief executive officer of the
Corporation; he or she may sign, with the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, certificates for the shares of the
Corporation, and he or she shall sign and execute, in the name of the
Corporation, all deeds, mortgages, bonds, contracts or other instruments
authorized by the Board of Directors, except in cases where the signing and
execution thereof shall be delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation; and, in general, shall
perform all the duties incident to the office of the President; provided,
however, that any or all of the powers and duties of the President above set
forth may be delegated by the Board of Directors by vote or by a contract of the
Corporation approved by the Board of Directors, to some other officer, agent or
employee of the Corporation. In the absence of the Chairman of the Board of
Directors, or if there shall be no Chairman of the Board of Directors, the
President shall preside at all meetings of the Board of Directors and of the
shareowners.
SECTION 4. POWERS AND DUTIES OF THE VICE PRESIDENTS. In the absence, disability
or death of the President, a Vice President shall have and possess all the
powers and discharge all the duties of the President, and the Board of Directors
may designate the particular Vice President, if more than one, thus to possess
the powers and discharge the duties of the President. Any Vice President may
also sign, with the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, certificates for the shares of the Corporation, and shall
perform such other duties as from time to time may be assigned to him or her by
the Board of Directors or by the President.
SECTION 5. POWERS AND DUTIES OF THE SECRETARY. It shall be the duty of the
Secretary to act as Secretary of all meetings of the Board of Directors and of
the shareowners of the Corporation and keep the minutes thereof in a proper book
or books to be provided for that purpose; he or she shall see that all notices
required to be given by the Corporation are duly given or served; he or she may
sign, with the President or a Vice President, certificates for the shares of the
Corporation; he or she shall have the custody of the seal of the Corporation
and, on behalf of the Corporation, he or she may attest and affix the corporate
seal to such instruments as may require the same; and he or she shall in general
perform all of the duties incident to the office of Secretary, and such other
duties as may from time to time be assigned to him or her by the Board of
Directors or by the President.
SECTION 6. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall have the
care and custody of all the funds and securities of the Corporation which may
come into his or her hands and shall deposit all such funds to the credit of
the Corporation in such banks, trust companies or other depositaries as shall
be designated by the Board of Directors or pursuant to its authorization; he
or she shall enter, or cause to be entered, regularly, in books to be kept by
him or her for that purpose, full and adequate account of all moneys received
and paid by him or her on account of the Corporation, and shall render a
detailed statement of his or her accounts and records to the Board of
Directors as often as it shall require the same; he or she may endorse for
deposit or collection all negotiable instruments requiring endorsement for or
on behalf of the Corporation; he or she may sign all receipts and vouchers
for payments made to the Corporation; he or she may sign, with the President
or a Vice President, certificates for the shares of the Corporation; and he
or she shall in general perform all the duties incident to the office of
Treasurer, and such other duties as may from time to time be assigned to him
or her by the Board of Directors or by the President.
SECTION 7. POWERS AND DUTIES OF ASSISTANT SECRETARY AND ASSISTANT TREASURER. In
the absence, disability or death of the Secretary or whenever the convenience of
the Corporation shall make it advisable, an Assistant Secretary shall have and
possess all the powers and discharge all the duties of the Secretary; and in the
absence, disability or death of the Treasurer or whenever the convenience of the
Corporation shall make it advisable, an Assistant Treasurer shall have and
possess all the powers and discharge all the duties of the Treasurer.
SECTION 8. AGENTS AND ATTORNEYS. The Board of Directors may appoint such agents,
attorneys and representatives of the Corporation with such powers and to perform
such acts and duties on behalf of the Corporation as the Board of Directors may
determine, so far as the same shall not be inconsistent with the law or statutes
of the State of Connecticut, the Certificate of Incorporation of the
Corporation, or these Bylaws.
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SECTION 9. SALARIES. The salaries of the officers, including the Chairman of the
Board of Directors (if one there be) and the President, may be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving a salary by reason of the fact that he or she is also a director of
the Corporation.
SECTION 10. CERTAIN OFFICERS TO GIVE BONDS. Every officer, agent or employee of
the Corporation who may receive, handle or disburse money for its account or who
may have any of the Corporation's property in his or her custody or be
responsible for its safety or preservation, may be required, in the discretion
of the Board of Directors or the Executive Committee to give bond, in such sum
and with such sureties and in such form as shall be satisfactory to the Board of
Directors or the Executive Committee, for the faithful performance of the duties
of his or her office and for the restoration to the Corporation, in the event of
his or her death, resignation or removal from office, of all books, papers,
vouchers, moneys and other property of whatsoever kind in his or her custody
belonging to the Corporation.
SECTION 11. REMOVAL OF OFFICERS. Any officer elected or appointed by the
directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of all of the directors, but nothing in this Section shall
operate to invalidate, impair or otherwise affect any employment contract
entered into by the Corporation which contract has been authorized or ratified
by the affirmative vote of a majority of all the directors. The election or
appointment of an officer for a given term shall not of itself create contract
rights.
SECTION 12. VACANCIES. All vacancies among the officers from whatsoever cause
may be filled by the Board of Directors.
ARTICLE VI.
SHARES AND CERTIFICATES FOR SHARES.
SECTION 1. CERTIFICATES OF SHARES. Every shareowner of the Corporation shall be
entitled to a certificate or certificates, signed by, or, if the certificates
are signed by a transfer agent acting on behalf of the Corporation, bearing the
facsimile signatures of, the President or a Vice President and the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary, and under the
seal of the Corporation or with a facsimile of such seal affixed, certifying the
number and class of shares of the Corporation owned by such shareowner. The
names and addresses of all persons owning shares of the Corporation, with the
number of shares owned by each and the date or dates of issue of the shares held
by each, shall be entered in books kept for that purpose by the proper officers
or agents of the Corporation.
The Corporation shall be entitled to treat the owner of record of any share or
shares as the owner in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it has actual or other notice
thereof, save as expressly provided by the statutes of the State of Connecticut
or the United States of America.
SECTION 2. LOST CERTIFICATES. If a share certificate be lost, destroyed or
mutilated, another may be issued in its stead upon satisfactory proof of such
loss, destruction or mutilation and upon the giving of a bond of indemnity
satisfactory to the Corporation, unless this requirement be dispensed with by
the President, a Vice President, the Treasurer, or the Board of Directors,
and upon compliance with such other conditions as the Board of Directors may
require.
SECTION 3. TRANSFERS. Shares shall be transferable on the records of the
Corporation by the owner of record thereof, or by such owner's attorney
thereunto duly authorized, upon the surrender and cancellation of a certificate
or certificates for a like number of shares of the same class and of the same
series where there are more than one series in a class, with such proof of the
authenticity of the signature of such holder or of such attorney and such proof
of the authority of such attorney as the Corporation may require.
SECTION 4. REGULATIONS. The Board of Directors may make such regulations as it
may deem expedient concerning the issue, transfer and registration of shares.
SECTION 5. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint one
or more transfer agents and registrars, or a transfer agent only, and may
require all share certificates to bear the signature of such a transfer agent,
and, if a registrar shall also have been appointed, the signature of such a
registrar.
SECTION 6. RECORD DATE. The Board of Directors, by resolution, may fix a date as
the record date for the purpose of determining the shareowners entitled to
notice of and to vote at any meeting of shareowners or any adjournment thereof,
or entitled to receive payment of any dividend or other distribution, or for any
other purpose, such date in any case to be not
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earlier than the date such action is taken by the Board of Directors and not
more than seventy days, and, in case of a meeting of shareowners, not less
than ten full days, immediately preceding the date on which the particular
event requiring such determination of shareowners is to occur. If no record
date is so fixed, the date on which notice of a meeting is mailed shall be
the record date for the determination of shareowners entitled to notice of
and to vote at such meeting and the date on which the resolution of the Board
of Directors declaring such dividend or other distribution is adopted shall
be the record date for the determination of shareowners entitled to receive
payment of such dividend or other distribution. Shareowners actually of
record at a record date shall be the only shareowners entitled to receive
notice of or to vote at the meeting, or receive the dividend or other
distribution, or otherwise participate in respect of the event or
transaction, to which such date relates, except as otherwise provided by
statute.
ARTICLE VII.
MISCELLANEOUS.
SECTION 1. SEAL. The seal of the Corporation shall be circular in form and shall
bear the name of the Corporation around the circumference and the figures "1999"
in the center.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall end December
31st in each year, or otherwise, as the Board of Directors may determine.
SECTION 3. INSPECTION OF BOOKS. The Board of Directors shall determine from time
to time whether and, if allowed, when and under what conditions and regulations
the accounts and books of the Corporation (except such as may by statute be
specifically required to be open to inspection), or any of them, shall be open
to the inspection of the shareowners, and the shareowners' rights in this
respect are and shall be restricted and limited accordingly.
SECTION 4. WAIVER OF NOTICE. Whenever any notice of time, place, purpose or any
other matter, including any special notice or form of notice, is required or
permitted to be given to any person by law or statute, the Certificate of
Incorporation, these Bylaws or a resolution of shareowners or directors, a
written waiver of notice signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice. The Secretary shall cause any such waiver to be filed
with or entered upon the records of the Corporation or, in the case of a waiver
of notice of a meeting, the records of the meeting. The attendance of any person
at a meeting without protesting, prior to or at the commencement of the meeting,
the lack of proper notice shall be deemed to be a waiver by such person of
notice of such meeting.
SECTION 5. VOTING SHARES OF OTHER CORPORATIONS. Unless otherwise ordered by
the Board of Directors or by the Executive Committee, the President, the
Secretary or the Treasurer shall have full power and authority on behalf of
the Corporation to attend and to act and vote at any meetings of shareholders
of any corporation in which the Corporation may hold shares, and at any such
meeting shall possess and exercise any and all the rights and powers incident
to the ownership of such shares and which as the owner thereof the
Corporation might have possessed and exercised if present; or the President
may in his or her discretion give a proxy or proxies in the name of the
Corporation to any other person or persons, who may vote said shares and
exercise any and all other rights in regard to it as here accorded to the
officers. The Board of Directors by resolution from time to time may limit or
curtail such power.
SECTION 6. AUDITS. The Board of Directors of the Corporation shall cause an
audit of the books and affairs of the Corporation to be made annually during the
period between the close of each fiscal year and the next annual meeting, such
audit to be made by such firm or individuals, not associated or connected with
the Corporation, as the directors may determine.
ARTICLE VIII.
AMENDMENTS.
These Bylaws may be altered, amended, added to or repealed (a) by the
affirmative vote of the owners of a majority of the voting power of shares
entitled to vote thereon or (b) by the affirmative vote of directors holding a
majority of the directorships. Any notice of a meeting of the shareowners or of
the Board of Directors at which these Bylaws are to be altered, amended, added
to or repealed shall include notice of such proposed action.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 33-772 of the Connecticut Business Corporation Act (the "CBCA")
provides that a corporation must indemnify a director who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to which he was a
party because he was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding. In addition, Section 33-771
of the CBCA permits Connecticut corporations to indemnify an individual who is a
party to a proceeding because he is a director against liability incurred in the
proceeding if: (A) he conducted himself in good faith; (B) He reasonably
believed (i) in the case of conduct in his official capacity, that his conduct
was in the best interests of the corporation: and (ii) in all other cases, that
his conduct was at least not opposed to the best interests of the corporation;
and (C) in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful. Section 33-776 of the CBCA provides that a
Connecticut corporation may indemnify an officer, employee or agent of the
corporation who is a party to a proceeding because he is an officer, employee or
agent of the corporation to the same extent that a director may be indemnified
under Section 33-771 of the CBCA, as described above. An officer, employee or
agent of a Connecticut corporation who is not a director is entitled to
mandatory indemnification under Section 33-772 to the same extent to which a
director may be entitled to indemnification under such Section, as described
above.
Section 7 of the registrant's certificate of incorporation provides
in pertinent part that no person who is or was a director of the Corporation
shall be personally liable to the Corporation or its shareowners for monetary
damages for breach of duty as a director in an amount that exceeds the
compensation received by the director for serving the Corporation during the
year of the violation, if such breach did not (A) involve a knowing and
culpable violation of law by the director, (B) enable the director or an
associate, as defined in Section 33-840 of the CBCA to receive an improper
personal economic gain, (C) show a lack of good faith and a conscious
disregard for the duty of the director to the Corporation under circumstances
in which the director was aware that his or her conduct or omission created
an unjustifiable risk of serious injury to the Corporation, (D) constitute a
sustained and unexcused pattern of inattention that amounted to an abdication
of the director's duty to the Corporation, or (E) create liability under
Section 33-757 of the CBCA.
Section 8 of the registrant's certificate of incorporation provides in
pertinent part that the Corporation shall be obligated to indemnify a director
for liability, as defined in subdivision (5) of Section 33-770 of the CBCA to
any person for any action taken, or any failure to take any action, as a
director, except liability that (a) involved a knowing and culpable violation of
law by the director, (b) enabled the director or an associate, as defined in
Section 33-840 of the Connecticut General Statutes to receive an improper
personal gain, (c) showed a lack of good faith and a conscious disregard for the
duty of the director to the Corporation under circumstances in which the
director was aware that his conduct or omission crated an unjustifiable risk of
serious injury to the Corporation, (d) constituted a sustained and unexcused
pattern of inattention that amounted to an abdication of the director's duty to
the Corporation or (e) created liability under Section 33-757 of the CBCA.
Section 33-777 of the CBCA provides that a Connecticut corporation may
purchase and maintain insurance on behalf of an individual who is a director,
officer, employee or agent of the corporation or who, while a director, officer,
employee or agent of the corporation, serves at the corporation's request as a
director, officer, partner, trustee, employee or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan or
other entity, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee or agent,
whether or not the corporation would have power to indemnify against the same
liability.
The registrant's excess liability insurance policy indemnifies its
directors, officers and employees 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 the registrant has not
provided reimbursement, by reason of such director or officer or employee's
being or having been a director, officer or employee of the registrant or of
another corporation for which he or she is serving or has served at the request
of the registrant as a director, officer or employee.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS.
The exhibits designated by an asterisk are filed herewith. Exhibits not
so designated have been filed with the Commission, and are incorporated herein
by reference.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Agreement and Plan of Merger and Share Exchange,
dated ____________, 1999, among the registrant, The United
Illuminating Company and United Mergings, Inc. (incorporated
by reference to Exhibit A to the Proxy Statement and
Prospectus included herein).
3.1 Certificate of Incorporation of the registrant (incorporated
by reference to Exhibit C to the Proxy Statement and
Prospectus included herein).
3.2 Bylaws of the registrant (incorporated by reference to Exhibit
D to the Proxy Statement and Prospectus included herein).
5 and 8* Opinion of Wiggin & Dana.
23.1 The consent of Wiggin & Dana is contained in the Opinion of
Wiggin & Dana filed as Exhibit 5 and 8.
23.2* Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney is set forth on the signature page to this
registration statement.
99* Form of Proxy.
(B) FINANCIAL STATEMENTS.
The United Illuminating Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, as amended, contains The United
Illuminating Company's consolidated financial statements and certain other
financial information. Copies of such consolidated financial statements and
other financial information are also included in The United Illuminating
Company's Annual Report to Shareowners, which is mailed to owners of record of
UI Common Stock. Additional copies of the Annual Report to Shareowners may be
obtained without charge upon request as stated under "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE," above.
United Illuminating's Quarterly Report on Form 10-Q for the period
ending June 30, 1999, as amended, contains an unaudited consolidated balance
sheet of United Illuminating as of June 30, 1999 and unaudited consolidated
statements of income and cash flows for the period January 1, 1999 through June
30, 1999 and for the corresponding period January 1, 1998 through June 30, 1998.
Additional copies of the Quarterly Report may be obtained without charge upon
request as stated under "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE,"
above.
Separate financial statements of Holdings are not presented in this
Registration Statement because Holdings is an inactive company without material
assets or liabilities or an operating history. Pro forma financial effects of
the Plan of Exchange are not set forth herein since, on a consolidated basis, no
change will result from the Plan of Exchange.
ITEM 22. 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.
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(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 registrant'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.
C. (1) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by any person
or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect
to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(2) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes 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.
D. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director or
controlling person of the registrant in the successful defense of any
action suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
E. The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
F. The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears below
hereby appoints the Agent for Service named in this registration statement, as
his attorney-in-fact to sign in his name and behalf, in any and all capacities
stated below, and to file with the Securities and Exchange Commission, any and
all amendments, including post-effective amendments, to this registration
statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New Haven, State of
Connecticut on November 9, 1999.
UIL HOLDINGS CORPORATION
By: /s/ Robert L. Fiscus
----------------------------------
ROBERT L. FISCUS
(VICE CHAIRMAN OF THE BOARD
OF DIRECTORS,
CHIEF FINANCIAL OFFICER, TREASURER
AND SECRETARY)
Pursuant to the requirements of the Securities Act of 1933, this
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 November 9, 1999
- ------------------------------ Board of Directors, President and
NATHANIEL D. WOODSON Chief Executive Officer
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Robert L. Fiscus Director, Vice Chairman of the Board November 9, 1999
- ------------------------------ of Directors, Chief Financial Officer,
ROBERT L. FISCUS Treasurer and Secretary
(PRINCIPAL FINANCIAL OFFICER)
</TABLE>
II-4
<PAGE>
EXHIBIT 5 AND 8
----------- --, ----
UIL Holdings Corporation
157 Church Street
New Haven, Connecticut 06506
Ladies and Gentlemen:
We have acted as counsel to UIL Holdings Corporation, a Connecticut
corporation (the "Company"), in connection with (i) the preparation and filing
of the Company's Registration Statement on Form S-4, File Number 333-74965, as
amended to date (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") relating to the registration under the Securities
Act of 1933, as amended (the "Securities Act") of 15,001,292 shares (the
"Shares") of the common stock, without par value, of the Company (the "UIL
Common Stock"), (ii) the merger (the "Merger") of the Company's wholly-owned
subsidiary, United Mergings, Inc., a Connecticut corporation ("Mergings"), with
and into The United Illuminating Company, a specially-chartered Connecticut
corporation and the holder of all of the issued and outstanding capital stock of
the Company ("UI"), and (iii) the related share exchange (the "Exchange")
whereby each issued and outstanding share of Mergings common stock will be
converted into one share of UI common stock, without par value (the "UI Common
Stock") and each outstanding share of UI Common Stock (excluding shares with
respect to which dissenters' rights have been properly exercised) will be
automatically converted into one share of UIL Common Stock.
In connection with this opinion, we have reviewed and relied upon
originals or copies, certified or otherwise authenticated to our satisfaction,
of the following: (i) the Registration Statement, (ii) the Certificate of
Incorporation and Bylaws of the Company as currently in effect, (iii) the
Agreement and Plan of Merger and Share Exchange (the "Agreement"), among the
Company, UI and Mergings, attached as Exhibit A to the Proxy Statement and
Prospectus forming a part of the Registration Statement, (iv) certain
resolutions proposed to be adopted by the Board of Directors of the Company and
UI relating to the transactions contemplated by the Registration Statement, and
(v) such other records, documents and instruments as we have deemed necessary or
appropriate in order to express the opinions hereinafter set forth.
We have assumed, with your consent, that (i) the Merger and the
Exchange will be effected in accordance with the Agreement and in the manner
described in the Registration Statement, (ii) all the provisions of the
Agreement will be complied with, (iii) the Agreement and the Proxy Statement and
Prospectus describe the entire transaction and all related transactions,
<PAGE>
(iv) the facts and representations made to us by officers and directors of the
Company and UI are true and correct, (v) the proposed resolutions to be adopted
by the Board of Directors of the Company and UI will be adopted prior to the
effective date of the Merger and Share Exchange by the affirmative votes of
members of the Boards of Directors of the Company and of UI in attendance at
meetings of said Boards of Directors at which directors holding a majority of
the directorships of each of said corporations are present, and (vi) there will
be no change in any of authorized and validly issued, and fully paid and
non-assessable when (i) the Registration the facts or representations material
to this opinion between the date of this opinion and the effective time of the
Merger and Share Exchange.
Based upon the foregoing and upon such investigation as we have deemed
necessary, we are of the opinion that the Shares registered by the Registration
Statement will be duly authorized and validly issued, and fully paid and
non-assessable when (i) the Registration Statement shall have become effective
under the Securities Act, (ii) the consummation of the Merger and the Share
Exchange shall have been approved by the affirmative vote of the holders of not
less than two-thirds of the UI common stock at a meeting of the shareowners of
UI and by the affirmative vote of UI as the sole owner of the UIL Common Stock,
(iii) UI and the Company shall have received all necessary regulatory approvals
required to consummate the Merger and the Share Exchange, and (iv) the Merger
and the Share Exchange shall have been consummated in accordance with the terms
of the Agreement.
We are further of the opinion that the statements contained in the
Proxy Statement and Prospectus under the caption "PROPOSAL 2 - APPROVAL OF
HOLDING COMPANY STRUCTURE - Certain Federal Income Tax Consequences" describing
certain Federal income tax consequences to holders of UI common stock, as
qualified therein, represents our opinion regarding the material Federal income
tax consequences of the Merger, the Share Exchange and the related
reorganization.
As members of the Connecticut bar, we do not hold ourselves out as
experts of the laws of other jurisdictions other than the laws of the United
States and all of the opinions set forth above are limited to the laws of the
State of Connecticut and the United States, and we do not express any opinion
concerning any other law.
We hereby consent to the filing of this opinion with the Commission as
Exhibits 5 and 8 to the Registration Statement. We further consent to the use of
the name of this firm in the Registration Statement and in the Proxy Statement
and Prospectus forming a part thereof. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required
pursuant to Section 7 of the rules and regulations of the Commission.
Very truly yours,
WIGGIN & DANA
By_________________________________
William C. Baskin, Jr.
<PAGE>
EXHIBIT 23.2
[Letterhead of PricewaterhouseCoopers, LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-4 (No. 333-74965) of
our reports dated February 12, 1999 appearing on page 88 and page 89 of The
United Illuminating Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
- --------- --, ----
New York, New York
<PAGE>
EXHIBIT 99
THE UNITED ILLUMINATING COMPANY
NOTICE OF SPECIAL MEETING OF THE SHAREOWNERS
Date: ________ __, ____
Time: ____ p.m.
Place: New Haven Lawn Club
193 Whitney Avenue
New Haven, Connecticut
MATTER TO BE VOTED ON:
Approval of a proposal to reorganize the Company's current corporate structure
by forming a holding company structure under an agreement and plan of merger and
share exchange.
You can vote your shares of common stock at the annual meeting if our records
show that you owned the shares on ______ __, ____.
WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT, PLEASE FILL IN, SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE THAT WE HAVE PROVIDED TO YOU.
IF YOU MAIL THE ENVELOPE TO US FROM ANYWHERE IN THE UNITED STATES, THEN YOU
DON'T HAVE TO PUT ANY POSTAGE STAMPS ON THE ENVELOPE.
- ------- --, ----
By Order of the Board of Directors
Robert L. Fiscus
Vice Chairman, Chief Financial Officer,
Treasurer and Secretary
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT In order to save us the expense of further solicitation
to ensure that a quorum is present at the special meeting, please mail your
proxy to us promptly - regardless of the number of shares you own, and
regardless of whether you plan to attend the meeting.
- --------------------------------------------------------------------------------
A DIAGRAM SHOWING THE LOCATION OF THE NEW HAVEN LAWN CLUB APPEARS ON THE [INSIDE
OF THE] BACK COVER OF THE PROXY STATEMENT AND PROSPECTUS.
- --------------------------------------------------------------------------------
DETACH PROXY CARD HERE
/X/ Please mark your votes as in this example
FOR AGAINST ABSTAIN
APPROVAL OF PROPOSAL |_| |_| |_|
TO REORGANIZE THE COMPANY'S
CURRENT CORPORATE STRUCTURE
BY FORMING A HOLDING COMPANY
STRUCTURE UNDER AN AGREEMENT
AND PLAN OF MERGER AND SHARE
EXCHANGE. (Recommended by the Board of Directors.)
<PAGE>
Signature _____________________ Signature ____________________ Date ____________
NOTE: When signing as attorney, executor, administrator, trustee or guardian,
give title as such. If signer is a corporation, sign in the corporate name by
duly authorized officer.
THE UNITED ILLUMINATING COMPANY
COMMON STOCK PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John L. Lahey, or F. Patrick McFadden,
Jr. (in the absence of Mr. Lahey), or Betsey Henley-Cohn (in the absence of
Messrs. Lahey and McFadden), as proxy, for and in the name of the undersigned
and with all powers the undersigned would possess if personally present, to vote
and all shares of the Common Stock of The United Illuminating Company that the
undersigned is entitled to vote at the Special Meeting of the Shareowners to be
held on ________, _________ __, ____, and at any adjournments thereof.
THIS PROXY, WHEN PROPERLY SIGNED AND RETURNED TO THE COMPANY, WILL BE
VOTED IN THE MANNER INDICATED ON THE REVERSE SIDE. UNLESS OTHERWISE DIRECTED ON
THE REVERSE SIDE, THE UNDERSIGNED'S VOTE WILL BE CAST FOR APPROVAL OF THE
PROPOSAL TO REORGANIZE THE COMPANY'S CURRENT CORPORATE STRUCTURE BY FORMING A
HOLDING COMPANY STRUCTURE UNDER AN AGREEMENT AND PLAN OF MERGER AND SHARE
EXCHANGE.
(CONTINUED, AND TO BE SIGNED AND DATED, ON REVERSE SIDE)
