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file filename
EX-99 - EX-99 - UIL HOLDINGS CORPy03946exv99.htm
Washington, D.C. 20549
Date of Report (Date of earliest event reported): September 13, 2010
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of Incorporation)
File Number)
(IRS Employer
Identification No.)
157 Church Street, New Haven, Connecticut
(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 September 13, 2010, UIL Holdings Corporation (the “Registrant”) disclosed the information contained in the slides attached hereto as Exhibit 99, which includes information with respect to (i) renewable energy requirements, (ii) the effect on budgeted capital expenditures and rate base of the pending acquisition of Connecticut Energy Corporation, parent of The Southern Connecticut Gas Company, CTG Resources, Inc., parent of Connecticut Natural Gas Corporation, and Berkshire Energy Resources, parent of The Berkshire Gas Company (the “Acquisition”), and (iii) expected tax benefits related to the Acquisition.
Certain statements contained herein and in Exhibit 99, 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 Registrant’s expectations with respect to the benefits, costs and other anticipated financial impacts of the proposed gas company acquisition 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 Registrant’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, 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 Registrant’s 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 the Registrant believes are appropriate. The foregoing and other factors are discussed and should be reviewed in the Registrant’s most recent Annual Report on Form 10-K and other subsequent filings with the Securities and Exchange Commission. Forward-looking statements included herein speak only as of the date hereof and the Registrant 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 Registrant is furnishing the information in this Current Report on Form 8-K and in Exhibit 99 to comply with Regulation FD. Such information, including Exhibit 99, 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, shall not be deemed incorporated by reference into any filing under the Securities Exchange Act or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
  Exhibits — The following exhibit is furnished as part of this report:



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.
Date: September 13, 2010  By   /s/ Steven P. Favuzza    
    Steven P. Favuzza   
    Vice President and Controller   



Exhibit Index
Exhibit   Description