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): July 20, 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 1. Changes in Control of Registrant
Share Exchange
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On July 20, 2000, The United Illuminating Company ("UI") and UIL Holdings
Corporation ("UIL Holdings") completed a statutory share exchange, pursuant to
which the outstanding common stock, without par value, of UI was exchanged, on a
share-for-share basis, for shares of UIL Holdings common stock, without par
value. As a result of the transaction, UI is now a wholly-owned subsidiary of
UIL Holdings. The share exchange was effected pursuant to the terms of an
Agreement and Plan of Merger and Share Exchange, dated as of January 24, 2000,
among UI, UIL Holdings and United Mergings, Inc., and was approved by UI's
shareholders on March 17, 2000. The formation of the holding company structure
was approved by the Federal Energy Regulatory Commission on March 31, 2000 and
by the Nuclear Regulatory Commission on July 18, 2000.
The common stock of UIL Holdings has been listed on the New York Stock Exchange,
and began trading under the symbol UIL on July 21, 2000.
Immediately following the share exchange, UI transferred the stock of its
subsidiary, United Resources, Inc. ("URI"), to UIL Holdings. URI is a
Connecticut corporation that was wholly owned by UI immediately prior to this
transfer. URI holds all of the issued and outstanding stock of four subsidiaries
that engage in non-utility business ventures. The subsidiaries are (1) American
Payment Systems, Inc., (2) PPI Holdings, Inc., (3) United Bridgeport Energy,
Inc., and (4) United Capital Investments, Inc. PPI Holdings, Inc. owns six
additional subsidiaries, each of which is engaged in a non-regulated business.
The six subsidiaries of PPI Holdings, Inc. are (1) Thermal Energies, Inc., (2)
Precision Constructors, Inc., (3) Allan Electric Co., Inc., (4) Precision Power,
Inc., (5) The DataStore Incorporated, and (6) Orlando Diefenderfer Electrical
Contractors, Inc. United Capital Investments, Inc. owns one additional
subsidiary, Souwestcon Properties, Inc., that is engaged in a non-regulated
business.
UIL Holdings does not have any significant assets other than the common stock of
UI and URI.
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: 07/21/2000 By: /s/ Robert L. Fiscus
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Robert L. Fiscus
Vice Chairman of the Board of Directors
and Chief Financial Officer