-----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, MPXkeD5GMKjJT6mENCTGdlTaU7XmWDqR1vZi3YUpsMMbrcmBcfK4r8QQA/dChuSB gdw+4SfZRzuBNhpf3PoD1Q== 0001082510-04-000422.txt : 20041102 0001082510-04-000422.hdr.sgml : 20041102 20041102130936 ACCESSION NUMBER: 0001082510-04-000422 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041102 FILER: 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15052 FILM NUMBER: 041112506 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 10-Q/A 1 uil_10q-a063004.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004 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 1-15995 UIL HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) CONNECTICUT 06-1541045 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 157 CHURCH STREET, NEW HAVEN, CONNECTICUT 06506 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 203-499-2000 NONE (Former name, former address and former fiscal year, if changed since last report.) 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 whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES X NO ---- ----- The number of shares outstanding of the issuer's only class of common stock, as of October 29, 2004, was 14,556,206. EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A constitutes an amendment to our quarterly report on Form 10-Q for the period ended June 30, 2004, which was previously filed with the Securities and Exchange Commission (SEC) on August 6, 2004. This amendment is being filed for the purpose of adding information required under Part II "Other Information," Item 2, "Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities", which was inadvertently omitted from the previous filing. During the quarterly period covered by this report, a subsidiary of UIL Holdings Corporation (UIL Holdings) purchased 10,204 shares of UIL Holdings common stock to satisfy a contractual earn-out obligation related to a previous acquisition by the subsidiary. In addition, Part I "Financial Information", Item 4 "Controls and Procedures" has been amended to address this omission. The certifications required by Section 302 and 906 of the Sarbanes-Oxley Act of 2002 are also provided. Except for the information set forth in this Amendment No. 1 on Form 10-Q/A, no other information included in UIL Holdings' quarterly report on Form 10-Q for the period ended June 30, 2004, which was filed with the SEC on August 6, 2004, is hereby updated or amended, and such report is hereby incorporated by reference. The filing of this Form 10-Q/A shall not be deemed an admission that the original filing, when made, included any untrue statement of material fact or omitted to state a material fact necessary in order to make the statements made therein not misleading. ITEM 4. CONTROLS AND PROCEDURES. UIL Holdings maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports to the Securities and Exchange Commission (SEC) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to UIL Holdings' management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of "disclosure controls and procedures" in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, through United Capital Investments, Inc. and United Bridgeport Energy, Inc., UIL Holdings has minority investments in certain other entities. As UIL Holdings does not control or manage these entities, its disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those it maintains with respect to its subsidiaries. UIL Holdings carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of UIL Holdings' disclosure controls and procedures as of June 30, 2004. Based on the foregoing, UIL Holdings' Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures contained a deficiency and was therefore not effective as of June 30, 2004. Management has found that it failed to gather some information regarding a stock repurchase and subsequent unregistered issuance for disclosure required in Form 10-Q. Management has deemed this omission to be a deficiency and has subsequently corrected its disclosure control process via better dissemination of new SEC regulations and required feedback to and from all pertinent company parties. There have been no changes in UIL Holdings' internal control over financial reporting during the quarter ended June 30, 2004 that have materially affected, or are reasonably likely to materially affect UIL Holdings' internal control over financial reporting. PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES. UIL Holdings issued 10,204 shares of common stock on April 30, 2004 to satisfy a contractual earn-out obligation arising from the acquisition of 4Front Systems, Inc. (4Front) by UIL Holdings' indirect subsidiary Xcelecom. The shares were issued in reliance on an exemption from the registration requirements of the Securities Act of 1933 pursuant to Section 3(a)(10) in connection with which the State of North Carolina approved the issuance of shares under the acquisition agreement between Xcelecom and 4Front.
TOTAL NUMBER OF MAXIMUM NUMBER OF SHARES PURCHASED AS SHARES THAT MAY YET TOTAL NUMBER OF AVERAGE PRICE PAID PART OF PUBLICLY BE PURCHASED UNDER PERIOD SHARES PURCHASED* PER SHARE ANNOUNCED PLANS THE PLANS - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- April 10,204 $46.68 None None - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- May - - None None - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- June - - None None - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Total 10,204 $46.68 None None - ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
*All shares were purchased in open market transactions to satisfy a contractual earn-out obligation arising from the acquisition of 4Front. All shares purchased by Xcelecom were subsequently transferred to former stockholders of 4Front to whom the earn-out payment was due. The effects of this transaction did not change the number of outstanding shares of UIL Holdings common stock. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits. Exhibit Table Item Exhibit Number Number Description --------- ------ ----------- (31) 31.1 Certification of Periodic Financial Report. (31) 31.2 Certification of Periodic Financial Report. (32) 32 Certification of Periodic Financial Report. 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 thereunto duly authorized. UIL HOLDINGS CORPORATION Date 11/02/2004 /s/ Louis J. Paglia ----------------------- ------------------------------------------ Louis J. Paglia Executive Vice President and Chief Financial Officer EX-31 2 uil_exh31-1.txt CEO CERT EXHIBIT 31.1 CERTIFICATION I, Nathaniel D. Woodson, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of UIL Holdings Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 2, 2004 /s/ Nathaniel D. Woodson ------------------------------------- Nathaniel D. Woodson Chairman of the Board of Directors, President and Chief Executive Officer EX-31 3 uil_exh31-2.txt CFO CERT EXHIBIT 31.2 CERTIFICATION I, Louis J. Paglia, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of UIL Holdings Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 2, 2004 /s/ Louis J. Paglia ---------------------------- Louis J. Paglia Executive Vice President and Chief Financial Officer EX-32 4 uil_exh32.txt CERTS EXHIBIT 32 CERTIFICATION OF PERIODIC FINANCIAL REPORT ------------------------------------------ Pursuant to 18 U.S.C. 1350, the undersigned, Nathaniel D. Woodson and Louis J. Paglia, the chief executive officer and chief financial officer, respectively, of UIL Holdings Corporation (the "issuer"), do each hereby certify that the report on Form 10-Q/A to which this certification is attached as an exhibit (the "report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the issuer. /s/ Nathaniel D. Woodson - ------------------------------------------ Nathaniel D. Woodson Chairman of the Board of Directors, President and Chief Executive Officer (chief executive officer) UIL Holdings Corporation November 2, 2004 /s/ Louis J. Paglia - ------------------------------------------ Louis J. Paglia Executive Vice President and Chief Financial Officer (chief financial officer) UIL Holdings Corporation November 2, 2004 -----END PRIVACY-ENHANCED MESSAGE-----