-----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, TUmsDLkXtyUfdOcbVlY8mqan1qY5OkVqZJX2s0Oo8bJ1AcE8A1iDQFBGs3sLm6h+ W5OD6eiXWJK3PKoqnGewhw== 0000950159-02-000752.txt : 20021203 0000950159-02-000752.hdr.sgml : 20021203 20021203154902 ACCESSION NUMBER: 0000950159-02-000752 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021203 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77978 FILM NUMBER: 02847345 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 RHODA L/ CENTRAL INDEX KEY: 0000938178 IRS NUMBER: 048264407 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O CHASE ENTERPRISES STREET 2: ONE COMMERCIAL PLZ CITY: HARTFORD STATE: CT ZIP: 06103- BUSINESS PHONE: 2035491674 MAIL ADDRESS: STREET 1: C/O COMMERCIAL ENTERPRISES STREET 2: ONE COMMERCIAL PLZ CITY: HARTFORD STATE: CT ZIP: 06103 SC 13G/A 1 uil-rchase13ga1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 )1 UIL HOLDINGS CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 902748 10 2 ------------------------------------------------------------------------------- (CUSIP Number) November 18, 2002 ------------------------------------------------------------------------------- (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) |X| Rule 13d-1(c) |_| 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 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Rhoda 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 0 shares SHARES ------------------------------------------------------ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 625,000 shares REPORTING ------------------------------------------------------ PERSON 7 SOLE DISPOSITIVE POWER WITH 0 shares ------------------------------------------------------ 8 SHARED DISPOSITIVE POWER 625,000 shares - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 625,000 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 ) 4.3 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * See Instructions. 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: Rhoda L. Chase (the "reporting person") Item 2(b). Address of Principal Business Office or, if None, Residence: Chase Enterprises 280 Trumbull Street 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: 625,000 shares (b) Percent of Class: 4.3 % (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 625,000 shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 625,000 shares On November 18, 2002, the reporting person transferred 625,000 shares of Common Stock to RLC Investments LLC, a limited liability company managed by her husband, David Chase ("RLC Investments"). Rhoda owns ninety-eight (98) non-voting units and one (1) voting unit in RLC Investments. David Chase owns one (1) non-voting unit in RLC Investments. * 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 she is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of) any of the (i) 79,000 shares of Common Stock, or 0.6% of the shares of Common Stock outstanding, owned by Cheryl A. Chase, the reporting person's daughter, (ii) 225,000 shares of Common Stock, or 1.6 % of the shares of Common Stock outstanding, owned by Arnold L. Chase, the reporting person's son, (iii) 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, (iv) 225,000 shares of Common Stock, or 1.6% of the shares of Common Stock outstanding, owned by DTC Family Investments LLC ("DTCFI"), a limited liability company managed by the reporting person's husband, David Chase, who has sole voting and dispositive power, (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. Aside from the shares owned by the reporting person, David T. Chase, the reporting person's spouse and father of Arnold L. Chase and Cheryl A. Chase, may be deemed to be a beneficial owner of all of the shares of Common Stock referred to in clauses (i), (ii), (iii) and (iv) of the immediately preceding sentence. 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. The reporting person has the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of Common Stock beneficially owned by her. The reporting person shares this power with David T. Chase with respect to 625,000 shares of Common Stock owned by RLC Investments. No other 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 or Control Person. 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: November 28, 2002 /s/ Rhoda L. Chase ------------------------ Rhoda L. Chase -----END PRIVACY-ENHANCED MESSAGE-----