SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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The United Illuminating Company
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The United Illuminating Company
157 Church Street
P. O. Box 1564
New Haven, CT 06506-0901
203.499.2000
[Logo of UI]
February 24, 2000
Dear Fellow Shareowner:
On January 24, 2000, we were pleased to advise you of The United Illuminating
Company's outstanding performance for 1999, as we announced near-record earnings
during a year of extensive change to our company and industry. Our expectations
are that this performance will continue throughout this year.
In connection with this changing environment, we have one final step we need to
take to complete the transition into a restructured utility company. We recently
sent you proxy materials in connection with the important Special Meeting of the
Shareowners scheduled for March 17, 2000. At this meeting you will be asked to
approve the Company's proposal to reorganize The United Illuminating Company's
current corporate structure by forming a holding company. THE UI BOARD OF
DIRECTORS HAS UNANIMOUSLY APPROVED THIS PROPOSAL AND RECOMMENDS THAT YOU VOTE
FOR APPROVAL OF THE HOLDING COMPANY STRUCTURE.
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There are three important points to consider as you review this issue:
o We are moving to a holding company structure primarily to satisfy the
requirements of Connecticut's 1998 Electric Utility Restructuring Law.
o UI is the only utility company in Connecticut that currently does not
operate under a holding company structure.
o This change will not have an effect on the quarterly dividend. In fact, the
Company has publicly stated on several occasions that it intends to
continue the dividend at the present level.
Your Board believes the reorganized holding company structure will assure
compliance with the Connecticut General Statutes. This new structure also will
provide the regulated and non-regulated businesses with the managerial,
structural and financial flexibility to meet the challenges of the future
competitive marketplace.
We urge you to carefully read the Proxy Statement and Prospectus that we
previously mailed to you. It provides detailed and important information
regarding the proposed holding company structure.
Approval of the holding company proposal requires the affirmative vote of 9.6
million shares out of all 14.3 million outstanding shares. As of February 23,
approximately 5.9 million shares have been voted, of which 93.5 percent are
supporting this action. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU
OWN. Remember, if you do not vote, it will have the same effect as a vote
against the holding company. If you have not already done so, please sign, date
and return the enclosed proxy card today in the postage-paid envelope provided.
Thank you for taking the time to consider and vote on this most important
issue.If you have additional questions or need additional material, please call
our proxy solicitor, Georgeson Shareholder Communications, Inc. at
1-800-223-2064, or Susan Allen of UI at (203) 499-2311.
Sincerely,
/s/ Nathaniel D. Woodson
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Nathaniel D. Woodson
Chairman, President and Chief Executive Officer