SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 3 TO 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 1, 1996 ------------- THE UNITED ILLUMINATING COMPANY (Exact name of registrant as specified in its charter) Connecticut 1-6788 06-0571640 - ----------------------------- ------------ ------------------ (State, or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 157 Church Street, New Haven, Connecticut 06506 - ----------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code (203) 499-2000 - ------------------------------ -------------- None ------------------------------------------------------------ (Former name or former address, if changed since last report) ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT. On December 11, 1995, the Board of Directors of the Registrant voted to employ Price Waterhouse LLP as the principal accountant to audit the Registrant's financial statements for the fiscal year 1996. The engagement of Coopers & Lybrand L.L.P., which has been employed as the principal accountant to audit the Registrant's financial statements for the fiscal year 1995, terminated when that audit was completed on March 1, 1996. The reports of Coopers & Lybrand L.L.P. on the financial statements of the Registrant for the fiscal years 1993, 1994 and 1995 have not contained any adverse opinion or a disclaimer of opinion, and neither of these reports was qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years 1993, 1994, 1995 and through March 1, 1996, the Registrant had no disagreement with Coopers & Lybrand L.L.P. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure; and no event of the kinds listed in paragraphs (v) (A) through (D) of Regulation S-K Item 304(a)(1) occurred. Neither the Registrant, nor any other person on behalf of the Registrant, has, at any time during the fiscal years 1993, 1994, 1995 and/or through March 1, 1996, consulted Price Waterhouse LLP on items that (1) were or should have been subject to SAS 50 or (2) concerned the subject matter of a disagreement or reportable event with Coopers & Lybrand L.L.P. (as described in Regulation S-K Item 304(a)(2)). - 2 - Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit Table Item Exhibit Number Number Description - ------- ------- ----------- (16) (2) Letter of Coopers & Lybrand L.L.P. - 3 - 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 March 6, 1996 By /s/ Robert L. Fiscus - --------------------- ---------------------------- Robert L. Fiscus President and Chief Financial Officer - 4 -