Registration No. 33-64003
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE UNITED ILLUMINATING COMPANY
(Exact name of Registrant as specified in its charter)
CONNECTICUT O6-0571640
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
157 CHURCH STREET, NEW HAVEN, CONNECTICUT 06506
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 499-2000
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COPIES TO:
SUSAN E. ALLEN WILLIAM C. BASKIN, JR., ESQ.
157 CHURCH STREET WIGGIN & Dana LLP
NEW HAVEN, CONNECTICUT 06506 ONE CENTURY TOWER
(203) 499-2000 NEW HAVEN, CONNECTICUT 06508-1832
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: Not applicable
If the only securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to dividend or interest reinvestment plans,
check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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(c) 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, check
the following box. [ ]
1
EXPLANATORY NOTE
On November 6, 1995, The United Illuminating Company (the "Company") filed a
Registration Statement (Registration No. 33-64003) 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 $213,560,000 aggregate principal amount of bonds,
denominated Seabrook 1 Secured Lease Obligation Bonds (the "Bonds"), of an Owner
Trustee to which the Company had sold and from which the Company had leased a
portion of the Company's ownership interest in a one-unit, nuclear-fueled
electric generating plant located in Seabrook, New Hampshire. The Registration
Statement was declared effective on December 27, 1995. On November 12, 1997, the
Owner Trustee issued and sold $203,088,000 aggregate principal amount of the
Bonds, $101,700,000 by an underwritten public offering and $101,388,000 by sale
to the Company. The Owner Trustee applied the proceeds of the sale of the Bonds
to the redemption of $198,648,000 aggregate principal amount of outstanding
bonds and the redemption premiums thereon.
The Company is filing this Post-Effective Amendment No. 2 to Registration
Statement No. 33-64003 to deregister the $10,472,000 aggregate principal amount
of the Bonds that have not been issued and sold, and to terminate said
registration statement.
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SIGNATURES
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 June 27,
2002.
THE UNITED ILLUMINATING COMPANY
By: /s/ Robert L. Fiscus
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Robert L. Fiscus
(Vice Chairman of the Board of Directors)
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/Nathaniel D. Woodson Director, Chairman of the Board June 27, 2002
- ----------------------------- of Directors and Chief Executive
Nathaniel D. Woodson Officer
(Principal Executive Officer)
/s/ Gregory E. Sages Chief Financial Officer June 27, 2002
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Gregory E. Sages
(Principal Financial and
Accounting Officer)
/s/ Robert L. Fiscus Director June 27, 2002
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Robert L. Fiscus
* Director June 27, 2002
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John F. Croweak
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* Director June 27, 2002
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F. Patrick McFadden, Jr.
* Director June 27, 2002
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Betsy Henley-Cohn
*
Director June 27, 2002
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David E.A. Carson
* Director June 27, 2002
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John L. Lahey
*
Director June 27, 2002
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Marc C. Breslawsky
* Director June 27, 2002
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Thelma R. Albright
*/s/ Charles J. Pepe
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By: Charles J. Pepe
(Attorney-in-Fact)