UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2000
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THE UNITED ILLUMINATING COMPANY
(Exact name of registrant as specified in its charter)
Connecticut 1-6788 06-0571640
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(State, or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
157 Church Street, New Haven, Connecticut 06506
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 499-2000
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None
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On March 17, 2000, a proposal to reorganize the Registrant's current
corporate structure under an Agreement and Plan of Merger and Share Exchange was
submitted to a vote of the owners of the Registrant's common stock at a special
meeting of the shareowners. No other equity securities of the Registrant are
issued and outstanding.
Under the plan of merger and share exchange proposed, the Registrant's
current corporate structure will be reorganized into a holding company
structure, with the Registrant becoming a wholly-owned subsidiary of UIL
Holdings Corporation, and with all of the issued and outstanding shares of the
Registrant's common stock being exchanged on a share-for-share basis for UIL
Holdings Corporation common stock.
At the special meeting of the shareowners, the proposal was approved by the
affirmative vote of the owners of two-thirds of the issued and outstanding
shares of the Registrant's common stock. At the close of business on January 18,
2000, the record date for the meeting, 14,334,922 shares of the Registrant's
common stock were issued and outstanding, each share being entitled to one vote
on the proposal. The number of share votes cast For, Against, or Abstain, and
the number of shares for which no vote was cast, were as follows:
NUMBER OF SHARES
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For 10,060,745
Against 1,017,239
Abstain 268,332
No Vote Cast 2,988,606
In addition to the shareowner approval described above, the Registrant must
obtain the approval of 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.
Applications for approval have been filed with these agencies; but the
Registrant cannot predict when, or if, these regulatory approvals will be
obtained.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE UNITED ILLUMINATING COMPANY
Registrant
Date: 03/22/2000 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
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