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EX-99.1 - EX-99.1 - UIL HOLDINGS CORPy03551exv99w1.htm
 
 
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): May 25, 2010
(UIL LOGO)
(Exact name of registrant as specified in charter)
         
Connecticut   1-15052   06-1541045
         
(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
Not Applicable
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 7.01 Regulation FD Disclosure
On May 25, 2010, UIL Holdings Corporation (the “Company”) disclosed the information contained in the slides attached hereto as Exhibit 99.1, which include information with respect to the Purchase Agreement by and between Iberdrola USA, Inc. (f/k/a Energy East Corporation) and the Company relating to the sale to the Company of the stock of (i) Connecticut Energy Corporation, the owner of The Southern Connecticut Gas Company, (ii) CTG Resources, Inc., the owner of Connecticut Natural Gas Corporation, and (iii) Berkshire Energy Resources, the owner of The Berkshire Gas Company.
Certain statements contained in Exhibit 99.1 regarding matters that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). These include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future, including, without limitation, the Company’s expectations with respect to the benefits, costs and other anticipated financial impacts of the proposed transaction; future financial and operating results of the Company; the Company’s plans, objectives, expectations and intentions with respect to future operations and services; approval of the proposed transaction by governmental regulatory authorities; the availability of financing; the satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction. Such forward-looking statements are based on the Company’s expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements. Such risks and uncertainties include, but are not limited to: general economic conditions, conditions in the debt and equity markets, legislative and regulatory changes, changes in demand for electricity and other products and services, changes in financial markets, unanticipated weather conditions, changes in accounting principles, policies or guidelines, and other economic, competitive, governmental, and technological factors affecting the operations, timing, markets, products, services, and prices of the Company and its subsidiaries. Examples of such risks and uncertainties specific to the transaction include, but are not limited to: the possibility that the proposed transaction is delayed or does not close, including due to the failure to receive required regulatory approvals, the taking of governmental action (including the passage of legislation) to block the transaction, or the failure of other closing conditions; the possibility that the expected benefits will not be realized, or will not be realized within the expected time period; and the ability to issue equity and debt securities upon terms and conditions that the Company believes are appropriate. The foregoing and other factors are discussed and should be reviewed in the Company’s most recent Annual Report on Form 10-K, and other subsequent filings with the Securities and Exchange Commission. Forward-looking statements included in Exhibit 99.1 speak only as of the date hereof and the Company undertakes no obligation to revise or update such statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or circumstances.
The Company is furnishing the information in this Current Report on Form 8-K and in Exhibit 99.1 to comply with Regulation FD. Such information, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act regardless of any general incorporation language in such filing.

 


 

Item 9.01 Financial Statements and Exhibits
(d)   Exhibits
 
    Exhibit Description
 
99.1   Slides

 


 

SIGNATURES
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.
         
  UIL HOLDINGS CORPORATION
Registrant
 
 
Date: May 25, 2010  By   /s/ Richard J. Nicholas    
    Richard J. Nicholas   
    Executive Vice President and
Chief Financial Officer