Registration No. 33-55461
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
WITHDRAWAL OF
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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THE UNITED ILLUMINATING COMPANY UNITED CAPITAL FUNDING PARTNERSHIP L.P.
(Exact name of Registrant as (Exact name of Registrant as specified in
specified in its charter ) its charter)
CONNECTICUT DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
06-0571640 06-1404034
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
157 CHURCH STREET, 157 CHURCH STREET,
NEW HAVEN, CONNECTICUT 06506 NEW HAVEN, CONNECTICUT 06506
(203) 499-2000 (203) 499-2000
(Address, including zip code, and telephone number, (Address, including zip
code, and telephone number, including area code, of Registrant's principal
executive offices) including area code, of Registrant's principal executive
offices)
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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)
Approximate date of commencement of proposed sale to the public: Not Applicable
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434 please
check the following box: [ ]
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EXPLANATORY NOTE
On September 13, 1994, The United Illuminating Company (the "Company") and
United Capital Funding Partnership L.P. (the "Partnership") filed a Registration
Statement (Registration No. 33-55461) under the Securities Act of 1933, on Form
S-3, for the offering on a delayed or continuous basis pursuant to Rule 415
under said Act of $100,000,000 aggregate amount of limited partnership
interests, denominated Preferred Capital Securities, Series A, liquidation
preference $25 per security ("Preferred Securities") of the Partnership and/or
Junior Subordinated Deferrable Interest Debentures ("Debentures") of the
Company. The Registration Statement was declared effective on October 31, 1994.
On April 3, 1995, the Partnership issued and sold 2,000,000 ($50,000,000)
Preferred Securities, by an underwritten public offering. The Partnership
applied the proceeds of the sale of the Preferred Securities, together with a
related capital contribution from the Company, as the sole general partner of
the Partnership, to purchase $50,506,000 principal amount of Debentures from the
Company. No public offering of the Debentures has taken place.
The Partnership and the Company are filing this Post-Effective Amendment
No. 2 to Registration Statement No. 33-55461 to deregister the $50,000,000 of
Preferred Securities and/or Debentures that have not been issued and sold.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, United Capital
Funding Partnership L.P. has duly caused this Post-Effective Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Haven, State of Connecticut, on
December 13, 1999.
UNITED CAPITAL FUNDING PARTNERSHIP L.P.
By THE UNITED ILLUMINATING COMPANY
Its General Partner
By: /s/ Robert L. Fiscus
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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, the United
Illuminating Company has caused this Post-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Haven, State of Connecticut, on December 13,
1999.
THE UNITED ILLUMINATING COMPANY
By: /s/ Robert L. Fiscus
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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 Post-Effective
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Nathaniel D. Woodson Director, Chairman of the December 13, 1999
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Nathaniel D. Woodson Board of Directors, President
(Principal Executive Officer) and Chief Executive Officer
/s/ Robert L. Fiscus Director, Vice Chairman of the December 13, 1999
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Robert L. Fiscus Board of Directors, Chief Financial
(Principal Financial and Officer , Treasurer and Secretary
Accounting Officer)
/s/ John F. Croweak Director December 13, 1999
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John F. Croweak
/s/ F. Patrick McFadden, Jr. Director December 13, 1999
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F. Patrick McFadden, Jr.
/s/ Betsy Henley-Cohn Director December 13, 1999
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Betsy Henley-Cohn
/s/ Frank R. O'Keefe, Jr. Director December 13, 1999
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Frank R. O'Keefe, Jr.
/s/ James A. Thomas Director December 13, 1999
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James A. Thomas
</TABLE>
