-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HV1m7xKk2h0XO9ztphkZGTxcF5jwenCf8ZS3POGe39IPFc+EpC/bestU0/42cM2Z I6WA+bGXv5+emG/6hukCfg== 0000950159-02-000039.txt : 20020414 0000950159-02-000039.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950159-02-000039 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UIL HOLDINGS CORP CENTRAL INDEX KEY: 0001082510 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 061541045 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-77978 FILM NUMBER: 02533849 BUSINESS ADDRESS: STREET 1: 157 CHURCH ST CITY: NEW HAVEN STATE: CT ZIP: 06510 BUSINESS PHONE: 2034992000 MAIL ADDRESS: STREET 1: 157 CHURCH ST CITY: NEW HAVEN STATE: CT ZIP: 06510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE ARNOLD L CENTRAL INDEX KEY: 0001024134 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O CHASE ENTERPRISES STREET 2: ONE COMMERCIAL PLAZA CITY: HARTFORD STATE: CT ZIP: 06103-3599 BUSINESS PHONE: 8605491674 MAIL ADDRESS: STREET 1: C/O CHASE ENTERPRISES STREET 2: ONE COMMERCIAL PLAZA CITY: HARTFORD STATE: CT ZIP: 06103-3599 SC 13G 1 achase-uil13g.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )1 UIL HOLDINGS CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 902748 10 2 ------------------------------------------------------------------------------- (CUSIP Number) December 31, 2001 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |X| Rule 13d-1(d) __________ 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 902748 10 2 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Arnold L. Chase - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 237,800 shares SHARES ---------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 0 shares REPORTING ---------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 12,800 shares ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 225,000 shares - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 237,800 shares - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9 ) 1.7 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: UIL HOLDINGS CORPORATION Item 1(b). Address of Issuer's Principal Executive Offices: 157 Church Street New Haven, CT 06510 Item 2(a). Name of Person Filing: Arnold L. Chase (the "reporting person") Item 2(b). Address of Principal Business Office or, if None, Residence: Chase Enterprises One Commercial Plaza Hartford, Connecticut 06103 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: common stock, no par value ("Common Stock") Item 2(e). CUSIP Number: 902748 10 2 Item 3. Not applicable. Item 4. Ownership.* (a) Amount Beneficially Owned: 237,800 shares (b) Percent of Class: 1.7 % (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 237,800 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 12,800 shares (iv) Shared power to dispose or to direct the disposition of: 225,000 shares * The reporting person holds an aggregate of 8,300 of the shares of Common Stock beneficially owned by him as custodian for his four children (i.e., the reporting person holds a portion of these 8,300 shares as custodian for each child), holds currently exercisable options to purchase 1,500 shares and holds options that will become exercisable within 60 days to purchase 3,000 shares. The reporting person has the sole power to vote, direct the vote of, dispose of and direct the disposition of such shares. This schedule does not relate to (and, in accordance with Rule 13d-4 under the Act, the reporting person expressly declares that the filing of this statement shall not be construed as an admission that he is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of) any of the (i) 79,200 shares of Common Stock, or 0.6% of the shares of Common Stock outstanding, owned by Cheryl A. Chase, the reporting person's sister, (ii) 600,000 shares of Common Stock, or 4.2 % of the shares of Common Stock outstanding, owned by Rhoda L. Chase, the reporting person's mother, (iii) 215,000 shares of Common Stock, or 1.5% of the shares of Common Stock outstanding, owned by DTC Holdings Corporation ("DTCHC"), a company which is owned and controlled by the Chase family, as described below, (iv) 146,000 shares of Common Stock, or 1.0% of the shares of Common Stock outstanding, owned by The Darland Trust, a trust of which Cheryl A. Chase and her children are the beneficiaries, (v) 71,000 shares of Common Stock, or 0.5% of the shares of Common Stock outstanding, owned by The Rhoda and David Chase Family Foundation, Inc., a charitable foundation established by members of the Chase family, (vi) 33,000 shares of Common Stock, or 0.2% of the shares of Common Stock outstanding, owned by The Cheryl Chase and Stuart Bear Family Foundation, Inc., a charitable foundation established by members of the Chase family, or (vii) 26,500 shares of Common Stock, or 0.2% of the shares of Common Stock outstanding, owned by The Sandra and Arnold Chase Family Foundation, Inc., a charitable foundation established by members of the Chase family. David T. Chase, the father of the reporting person and Cheryl A. Chase, and husband of Rhoda L. Chase, may be deemed to be a beneficial owner of 79,000 of the shares of Common Stock referred to in clause (i) of the immediately preceding sentence, and all of the shares of Common Stock referred to in clauses (ii) and (iv) of the immediately preceding sentence. DTCHC, formerly known as American Ranger, Inc., is a wholly-owned subsidiary of D.T. Chase Enterprises, Inc. ("DTCE"), a holding company for various Chase family interests. David T. Chase, Arnold L. Chase and Cheryl A. Chase are the directors and executive officers of DTCHC and the directors and three of the executive officers of DTCE. All of the outstanding stock of DTCE is owned by David T. Chase (42.34%), Rhoda L. Chase (6.30%), Arnold L. Chase (4.21%), Cheryl A. Chase (7.58%), Arnold Chase Accumulation Trust I (3.65%), Arnold Chase Accumulation Trust II (7.57%), Cheryl A. Chase Accumulation Trust I (3.32%), Cheryl A. Chase Accumulation Trust II (6.53%), five trusts for the benefit of Arnold Chase's children of which Stanley N. Bergman and Arnold Chase are co-trustees (6.06% in the aggregate), and five trusts for the benefit of Cheryl A. Chase's children of which Stanley N. Bergman and Cheryl A. Chase are co-trustees (6.06% in the aggregate), The Dara Freedman Grantor Trust for the benefit of Dara Freedman of which Kenneth Musen is trustee (1.75%), and The Sandra Chase Grantor Trust for the benefit of Sandra Chase and her children of which Kenneth Musen is trustee (4.63%). This filing is being made because of the relationships between the reporting person and the other persons named in this Item. The reporting person has not agreed to act together with the foregoing persons or with any other person or entity for the purpose of acquiring, holding, voting or disposing of shares of Common Stock and the reporting person disclaims membership in any "group" with respect to the Common Stock for purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Each of David T. Chase and the reporting person has the power to direct the dividends from, and the proceeds from the sale of, 225,000 of the shares of the Common Stock beneficially owned by the reporting person. Dividends on, and the proceeds from the sale of, the 8,300 shares of Common Stock held by the reporting person as custodian for his children will be received by the reporting person as such custodian. No other person, other than the reporting person, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the reporting person. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 1, 2002 /s/ Arnold L. Chase ---------------------------------- Arnold L. Chase -----END PRIVACY-ENHANCED MESSAGE-----