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EX-99 - EX-99 - UIL HOLDINGS CORP | y03946exv99.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 13, 2010
(Exact name of registrant as specified in its charter)
Connecticut of Incorporation) |
1-15052 File Number) |
06-1541045 Identification No.) |
157 Church Street, New Haven, Connecticut |
06506 |
Registrants 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 managements intentions, plans, beliefs, expectations
or forecasts for the future including, without limitation, the Registrants 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 companys
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
Registrants 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 Registrants 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 Registrants 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
(d)
|
Exhibits The following exhibit is furnished as part of this report: | |
99
|
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 |
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Date: September 13, 2010 | By | /s/ Steven P. Favuzza | ||
Steven P. Favuzza | ||||
Vice President and Controller |
Exhibit Index
Exhibit | Description | |
99
|
Slides. |