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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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FORM 10-K/A

(Amendment No. 1)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013

 

OR

 

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to______

Commission File Number 1-15052

 

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  203‑499-2000

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Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:   None

 

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  x  No  o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes  o  No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x   No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes  x  No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405)  is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o No x

The aggregate market value of the UIL Holdings’ voting stock held by non-affiliates, computed by reference to the price at which the common equity was last sold as of the last business day of UIL Holdings’ most recently completed second fiscal quarter (June 30, 2013) was $1,914,519,791 based on a closing sales price of $38.25 per share.

The number of shares outstanding of the registrant’s only class of common stock, as of February 14, 2014 was 56,462,507.

 

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EXPLANATORY NOTE

UIL Holdings Corporation (the “Registrant”) is filing this Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on February 20, 2014 (the “Original Filing”). The purpose of this Amendment No. 1 is to the correct checkmarks in certain boxes on the cover of the Original Filing that were inadvertently incorrectly marked.

Specifically, (i) the third box, which discloses “whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days,” should be marked with a “YES,” as the Registrant has filed all such reports, and (ii) the fifth box, which discloses whether disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained in the Annual Report, and will not be contained in definitive proxy or information statements, should be left blank, as there will be disclosure of a delinquent filer in the Registrant’s definitive proxy incorporated by reference in Part III.

No other revisions or amendments have been made to any other portion of the Original Filing. This Amendment No. 1 does not otherwise update information in the Original Filing to reflect facts or events occurring subsequent to the date of the Original Filing.  Currently-dated certifications from the Registrant’s Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment No. 1.

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Part IV

Item 15.  Exhibits and Financial Statement Schedules.

The following exhibits are filed as a part of this amendment:

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, UIL Holdings Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

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