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UIL Holdings 10-K 2009
uil_form10k-ayearended123109.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
              

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, 2008
OR
[   ]
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

UIL Logo
 
(Exact name of registrant as specified in its charter)

Connecticut
 
06-1541045
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer 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
                                                                                                                                                                      

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

Title of each class
Name of each exchange on which registered
   
Common Stock, no par value
New York Stock Exchange

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

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  [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes  [   ]  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  [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.   [  ]

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

Large accelerated filer  [X]
Accelerated filer  [   ]
Non-accelerated filer  [   ]
     
Non-accelerated filer (Do not check if a smaller reporting company) [   ]
Smaller reporting company  [   ]
 

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

The aggregate market value of the registrant’s voting stock held by non-affiliates on June 30, 2008 was $741,514,093 computed on the basis of the average of the high and low sale prices of said stock reported in the listing of composite transactions for New York Stock Exchange listed securities, published in The Wall Street Journal on July 1, 2008.

The number of shares outstanding of the registrant’s only class of common stock, as of February 16, 2009 was 25,274,026.

DOCUMENTS INCORPORATED BY REFERENCE
Document                                                                                Part of this Form 10-K into which document is incorporated
Definitive Proxy Statement for Annual Meeting of the Shareholders to be held on May 13, 2009                   III

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K/A is hereby filed to include Exhibit 23 Consent of Independent Registered Public Accounting Firm that was inadvertently omitted from the original filing.  Except as described above, no other changes have been made to the original Form 10-K filed on February 18, 2009.

Part IV

Item 15.  Exhibits, Financial Statement Schedules.

(a) All other documents and schedules have been omitted as they are not applicable to this Amendment.
   
   (b) Exhibits:
  
Pursuant to Rule 12b-32 under the Securities Exchange Act of 1934, certain of the following listed exhibits, which are annexed as exhibits to previous statements and reports filed by UIL Holdings Corporation (Commission File Number 1-15052) (UIL) and/or The United Illuminating Company (Commission File Number 1-6788) (UI), are hereby incorporated by reference as exhibits to this report.  Such statements and reports are identified by reference numbers as follows:

(1)
 
Filed with UI and UIL Quarterly Report (Form 10-Q) for fiscal quarter ended September 30, 2000.
(2)
 
Filed with UIL Quarterly Report (Form 10-Q) for fiscal quarter ended June 30, 2002.
(3)
 
Filed with UI Registration Statement No. 33-40169, effective August 12, 1991.
(4)
 
Filed with UI Registration Statement No. 2-57275, effective October 19, 1976.
(5)
 
Filed with UI Annual Report (Form 10-K) for fiscal year ended December 31, 1995.
(6)
 
Filed with UI Annual Report (Form 10-K) for fiscal year ended December 31, 1996.
(7)
 
Filed with UI Registration Statement No. 2-60849, effective July 24, 1978.
(8)
 
Filed with UIL Quarterly Report (Form 10-Q) for fiscal quarter ended September 30, 2002.
(9)
 
Filed with UI Annual Report (Form 10-K) for fiscal year ended December 31, 2000.
(10)
 
Filed with UIL Quarterly Report (Form 10-Q) for fiscal quarter ended March 31, 2003.
(11)
 
Filed with UI Annual Report (Form 10-K) for fiscal year ended December 31, 2003.
(12)
 
Filed with UIL Quarterly Report (Form 10-Q) for fiscal quarter ended March 31, 2004.
(13)
 
Filed with UIL Current Report (Form 8-K) dated November 8, 2004.
(14)
 
Filed with UIL Current Report (Form 8-K) dated July 8, 2005.
(15)
 
Filed with UIL Current Report (Form 8-K) dated January 10, 2006.
(16)
 
Filed with UIL Current Report (Form 8-K) dated July 25, 2005.
(17)
 
Filed with UIL Annual Report (Form 10-K) for fiscal year ended December 31, 2004.
(18)
 
Filed with UIL Current Report (Form 8-K) dated September 26, 2005.
(19)
 
Filed with UIL Current Report (Form 8-K) dated November 28, 2005.
(20)
 
Filed with UIL Quarterly Report (Form 10-Q) for fiscal quarter ended March 31, 2006.
(21)
 
Filed with UIL Quarterly Report (Form 10-Q) for fiscal quarter ended June 30, 2006.
(22)
 
Filed with UIL Quarterly Report (Form 10-Q) for fiscal quarter ended September 30, 2006.
(23)
 
Filed with UIL Annual Report (Form 10-K) for fiscal year ended December 31, 2006.
(24)
 
Filed with UIL Quarterly Report (Form 10-Q) for fiscal quarter ended March 31, 2007.
(25)
 
Filed with UIL Quarterly Report (Form 10-Q) for fiscal quarter ended June 30, 2007.
(26)
 
Filed with UIL Annual Report (Form 10-K) for fiscal year ended December 31, 2007.
(27)
 
Filed with UIL Quarterly Report (Form 10-Q) for fiscal quarter ended June 30, 2008.
(28)
 
Filed with UIL Current Report (Form 8-K) dated August 1, 2008.
(29)
 
Filed with UIL Quarterly Report (Form 10-Q) for fiscal quarter ended September 30, 2008.
(30)
 
Filed with UIL Annual Report (Form 10-K) for fiscal year ended December 31, 2008.

 
2

 


Exhibit
Table
Item No.
 
Exhibit
No.
 
Reference
No.
 
 
Description
(2)
2.1
(20)
Restated Purchase Agreement by and among TransEnergie HQ, Inc., TransEnergie U.S. Ltd., United Capital Investments, Inc., Cross-Sound Cable Company, LLC, BBI CSC LLC, Babcock & Brown Infrastructure Limited, Babcock & Brown Investor Services Ltd., Hydro-Quebec, and United Resources, Inc., dated February 14, 2006.
(2)
2.1(a)
(20)
Amendment No. 1 to Restated Purchase Agreement by and among TransEnergie HQ, Inc., TransEnergie U.S. Ltd., United Capital Investments, Inc., Cross-Sound Cable Company, LLC, BBI CSC LLC, Babcock & Brown Infrastructure Limited, Babcock & Brown Investor Services Ltd., Hydro-Quebec, and United Resources, Inc., dated February 22, 2006.
(2)
2.1(b)
(20)
Amendment No. 2 to Restated Purchase Agreement by and among TransEnergie HQ, Inc., TransEnergie U.S. Ltd., United Capital Investments, Inc., Cross-Sound Cable Company, LLC, BBI CSC LLC, Babcock & Brown Infrastructure Limited, Babcock & Brown Investor Services Ltd., Hydro-Quebec, and United Resources, Inc., dated February 24, 2006.
(2)
2.2
(20)
Settlement Agreement and Release by and among United Bridgeport Energy, Inc., Duke Bridgeport Energy, LLC, UIL Holdings Corporation, Duke Capital, LLC, Bridgeport Energy LLC, and NC Development and Design Company, LLC, dated January 31, 2006.
(2)
2.3
(22)
Stock Purchase Agreement by and among UIL Holdings Corporation, Xcelecom, Inc. and NWN Corporation for all of the outstanding stock of 4Front Systems, Inc., The Datastore, Incorporated, and Datanet Services, Inc., dated August 29, 2006.
(2)
2.4
(23)
Securities Purchase Agreement by and among UIL Holdings Corporation, Xcelecom, Inc. and ODEC Holding Corporation for all of the outstanding stock of Orlando Diefenderfer Electrical Contractors, Inc., dated October 30, 2006.
(2)
2.5
(23)
Securities Purchase Agreement by and among UIL Holdings Corporation, Xcelecom, Inc. and TEI Acquisition Corporation for all of the outstanding stock of Terry’s Electric, Inc., dated November 30, 2006.
(2)
2.6
(23)
Securities Purchase Agreement by and among UIL Holdings Corporation, Xcelecom, Inc. and Allan Brite-Way Electrical Contractors, Inc., as a wholly owned subsidiary of SAIDS LLC, and SAIDS LLC for all of the outstanding  stock of Allan Brite-Way Electrical Contractors, Inc., dated December 29, 2006.
(2)
2.7
(23)
Securities Purchase Agreement by and among UIL Holdings Corporation, Xcelecom, Inc. and Phalcon LTD. for all of the outstanding stock and membership units of McPhee Electric LTD, LLC, JBL Electric, Inc. and JE Richards, Inc., dated December 29, 2006.
(3)
3.1
(25)
Certificate of Incorporation of UIL Holdings Corporation, as amended through May 11, 2007.
(3)
3.2
(29)
Bylaws of UIL Holdings Corporation as amended through September 22, 2008.
(4)
4.1
(3)
Indenture, dated as of August 1, 1991, from The United Illuminating Company to The Bank of New York, Trustee.
(4)
4.2
(28)
Note Purchase Agreement, dated July 29, 2008.
(4)
4.3
(29)
Guaranty Agreement dated September 5, 2008 (portions of this exhibit have been omitted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment).
(4)
4.4
(30)
Redacted version of Guaranty Agreement dated October 29, 2008 (portions of this exhibit have been omitted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment).

 
3

 


Exhibit
Table
Item No.
 
Exhibit 
No.
 
Reference
No.
 
 
Description
(10)
10.1
(4)
Stockholder Agreement, dated as of July 1, 1964, among the various stockholders of Connecticut Yankee Atomic Power Company, including The United Illuminating Company.
(10)
10.2a
(4)
Power Contract, dated as of July 1, 1964, between Connecticut Yankee Atomic Power Company and The United Illuminating Company.
(10)
10.2b
(5)
Additional Power Contract, dated as of April 30, 1984, between Connecticut Yankee Atomic Power Company and The United Illuminating Company.
(10)
10.2c
(6)
1987 Supplementary Power Contract, dated as of April 1, 1987, supplementing Exhibits 10.2a and 10.2b.
(10)
10.2d
(6)
1996 Amendatory Agreement, dated as of December 4, 1996, amending Exhibits 10.2b and 10.2c.
(10)
10.2e
(6)
First Supplement to 1996 Amendatory Agreement, dated as of February 10, 1997, supplementing Exhibit 10.2d.
(10)
10.3
(4)
Capital Funds Agreement, dated as of September 1, 1964, between Connecticut Yankee Atomic Power Company and The United Illuminating Company.
(10)
10.4
(7)
Capital Contributions Agreement, dated October 16, 1967, between The United Illuminating Company and Connecticut Yankee Atomic Power Company.   (Exhibit
(10)
10.5
(11)
Amended and restated Transmission Line Agreement, dated May 15, 2003, between the State of Connecticut Department of Transportation and The United Illuminating Company
(10)
10.6
(8)
Agreement and Supplemental Agreement, effective June 9, 2002, between The United Illuminating Company and Local 470-1, Utility Workers Union of America, AFL-CIO.
(10)
10.7*
(14)
Employment Agreement, dated as of July 8, 2005, between The United Illuminating Company and Richard J. Nicholas.
(10)
10.7a*
(27)
First Amendment, dated August 4, 2008, to Employment Agreement, dated as of July 8, 2005, between The United Illuminating Company and Richard J. Nicholas.
(10)
10.8*
(14)
Performance Share Agreement for TSR Performance Shares, dated July 8, 2005, between UIL Holdings Corporation and Richard J. Nicholas.
(10)
10.9*
(18)
Stock Option Agreement, dated September 26, 2005, between UIL Holdings Corporation and Richard J. Nicholas.
(10)
10.10*
(14)
Employment Agreement, dated as of July 8, 2005, between The United Illuminating Company and Susan E. Allen.
(10)
10.11*
(13)
Performance Share Agreement for Annual Performance Shares, dated as of November 8, 2004, between UIL Holdings Corporation and Susan E. Allen.
(10)
10.12*
(13)
Employment Agreement, dated as of November 8, 2004, between UIL Holdings Corporation and Deborah C. Hoffman.
(10)
10.13*
(14)
First Amendment, dated July 8, 2005, to Employment Agreement, dated as of November 8, 2004, between UIL Holdings Corporation and Deborah C. Hoffman.
(10)
10.14*
(15)
Employment Agreement, dated as of January 10, 2006, between UIL Holdings Corporation and James P. Torgerson.
(10)
10.14a*
(27)
First Amendment, dated August 4, 2008, to Employment Agreement, dated as of January 10, 2006, between UIL Holdings Corporation and James P. Torgerson.
(10)
10.15*
(10)
UIL Holdings Corporation 1999 Amended and Restated Stock Plan, as Amended and Restated effective March 24, 2003.
(10)
10.15a*
(16)
First Amendment to the UIL Holdings Corporation 1999 Amended and Restated Stock Plan, dated July 26, 2005.
(10)
10.15b*
(24)
Second Amendment to the UIL Holdings Corporation 1999 Amended and Restated Stock Plan, dated March 27, 2007.
(10)
10.15c*
(25)
Third Amendment to the UIL Holdings Corporation 1999 Amended and Restated Stock Plan, dated December 23, 2007.

 
4

 


Exhibit
Table
Item No.
 
Exhibit
No.
 
Reference
No.
 
 
Description
(10)
10.16*
(27)
Amended and restated UIL Holdings Corporation Change In Control Severance Plan dated August 4, 2008.
(10)
10.17*
(9)
Non-Employee Directors’ Common Stock and Deferred Compensation Plan of UIL Holdings Corporation, as amended through December 31, 2000.
(10)
10.18*
(1)
UIL Holdings Corporation Non-Employee Directors Change in Control Severance Plan.
(10)
10.19*
(21)
UIL Holdings Corporation Deferred Compensation Plan, as originally adopted effective January 27, 2003, reflecting amendments through March 24, 2003.
(10)
10.19a*
(19)
Second Amendment to the UIL Holdings Corporation Deferred Compensation Plan.
(10)
10.19b*
(24)
Third Amendment to the UIL Holdings Corporation Deferred Compensation Plan, dated March 27, 2007.
(10)
10.20*
(12)
UIL Holdings Corporation Senior Executive Incentive Compensation Program.
(10)
10.21*
(17)
UIL Holdings Corporation Executive Incentive Compensation Program
(10)
10.21a*
(17)
First Amendment to UIL Holdings Corporation Executive Incentive Compensation Program
(10)
10.22*
(17)
Form of Annual Performance Share Agreement under the UIL Holdings Corporation 1999 Amended and Restated Stock Plan
(10)
10.23*
(24)
Employment Agreement, dated February 28, 2007, between UIL Holdings Corporation and Linda L. Randell.
(10)
10.23a*
(27)
First Amendment, dated August 4, 2008, to Employment Agreement, dated as of February 28, 2007, between UIL Holdings Corporation and Linda L. Randell.
(10)
10.24*
(26)
Employment Agreement, dated January 26, 2004, between The United Illuminating Company and Anthony J. Vallillo.
(10)
10.24a*
(26)
First Amendment, dated, November 18, 2004 to Employment Agreement, dated as of January 26, 2004, between The United Illuminating Company and Anthony J. Vallillo.
(10)
10.24b*
(26)
Second Amendment, dated, November 28, 2005 to Employment Agreement, dated as of January 26, 2004, between The United Illuminating Company and Anthony J. Vallillo.
(10)
10.24c*
(27)
Third Amendment, dated August 4, 2008, to Employment Agreement, dated as of January 26, 2004, between The United Illuminating Company and Anthony J. Vallillo.
(10)
10.25*
(26)
Employment Agreement, dated March 26, 2004, between The United Illuminating Company and Richard J. Reed.
(10)
10.25a*
(26)
First Amendment, dated, November 18, 2004 to Employment Agreement, dated as of March 26, 2004, between The United Illuminating Company and Richard J. Reed.
(10)
10.25b*
(27)
Second Amendment, dated August 4, 2008, to Employment Agreement, dated as of March 26, 2004, between The United Illuminating Company and Richard J. Reed.
(10)
10.26*
(26)
Employment Agreement, dated July 1, 2005, between The United Illuminating Company and Steven P. Favuzza.
(10)
10.27*
(27)
UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan dated May 14, 2008
(10)
10.28*
(27)
The United Illuminating Company Deferred Compensation Plan Grandfathered Benefits Provisions dated August 4, 2008.
(10)
10.29*
(27)
The United Illuminating Company Deferred Compensation Plan Non-Grandfathered Benefits Provisions dated August 4, 2008.

 
5

 


Exhibit
Table
Item No.
 
Exhibit
No.
 
Reference
No.
 
 
Description
(10)
10.30*
(27)
The United Illuminating Company Supplemental Executive Retirement Plan Grandfathered Benefits Provisions dated August 4, 2008.
(10)
10.31*
(27)
The United Illuminating Company Supplemental Executive Retirement Plan Non-Grandfathered Benefits Provisions dated August 4, 2008.
(14)
14
(22)
UIL Holdings Corporation Code of Ethics for the Chief Executive Officer, Presidents, and Senior Financial Officers. (Exhibit 14)
(21)
21
(2)
List of subsidiaries of UIL Holdings Corporation.   (Exhibit 21a)
(23)
23
 
Consent of Independent Registered Public Accounting Firm.
(31)
31.1
 
Certification of Periodic Financial Report.
(31)
31.2
 
Certification of Periodic Financial Report.
(32)
32
 
Certification of Periodic Financial Report.
                   
*      Management contract or compensatory plan or arrangement.
**
UIL Holdings agrees to furnish a supplementary copy of any omitted schedules to this Agreement to the Securities and Exchange Commission upon request.

The foregoing list of exhibits does not include instruments defining the rights of the holders of certain long-term debt of UIL Holdings Corporation and its subsidiaries where the total amount of securities authorized to be issued under the instrument does not exceed ten percent (10%) of the total assets of UIL Holdings Corporation and its subsidiaries on a consolidated basis; and UIL Holdings Corporation hereby agrees to furnish a copy of each such instrument to the Securities and Exchange Commission on request.


 
6

 

SIGNATURES


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

 
UIL HOLDINGS CORPORATION

Date:  March  2, 2009
By                /s/ James P. Torgerson        
 
James P. Torgerson
 
      President and Chief Executive Officer


7


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