<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED March 31, 1998 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 0-8084
Connecticut Water Service, Inc.
(Exact name of registrant as specified in its charter)
Connecticut 06-0739839
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
93 West Main Street, Clinton, CT 06413-1600
(Address of principal executive offices) (Zip Code)
(860) 669-8636
(Registrant's telephone number, including area code)
Not Applicable
(Former name, 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 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a count. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
3,023,499
Number of shares of common stock outstanding, March 31, 1998
<PAGE> 2
CONNECTICUT WATER SERVICE, INC.
Financial Report
March 31, 1998 and 1997
TABLE OF CONTENTS
PART I, ITEM 1: FINANCIAL STATEMENTS
Consolidated Balance Sheets at March 31, 1998
and December 31, 1997 Page 3
Consolidated Statements of Capitalization at
March 31, 1998 and December 31, 1997 Page 4
Consolidated Statements of Income for Three Months
Ended March 31, 1998 and 1997 Page 5
Consolidated Statements of Income for Twelve Months
Ended March 31, 1998 and 1997 Page 6
Consolidated Statements of Retained Earnings for Three
Months Ended March 31, 1998 and 1997 Page 7
Consolidated Statements of Retained Earnings for Twelve
Months Ended March 31, 1998 and 1997 Page 7
Consolidated Statements of Cash Flows for Three Months
Ended March 31, 1998 and 1997 Page 8
Notes to Consolidated Financial Statements Page 9
PART I, ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations Page 10
PART II, ITEM 4: Submission of Matters to a Vote
of Security Holders Page 11
PART II, ITEM 6: Item 6(a) - Exhibits Page 12
Signature Page Page 13
<PAGE> 3
Page 3
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AT MARCH 31, 1998 AND DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31,
1998 DEC. 31,
ASSETS (UNAUDITED) 1997
- ------ ----------- ----
Utility Plant
<S> <C> <C>
Utility Plant $ 207,502 $ 207,476
Construction Work in Progress 11,170 9,882
Utility Plant Acquisition Adjustments (1,255) (1,255)
--------- ---------
217,417 216,103
Accumulated Provision for Depreciation (53,313) (52,346)
--------- ---------
Net Utility Plant 164,104 163,757
--------- ---------
Investments 1,737 1,570
--------- ---------
Current Assets
Cash 1,196 346
Accounts Receivable (Less Allowance, 1998- $160; 1997 - $126) 4,939 4,568
Accrued Unbilled Revenues 2,306 2,684
Materials and Supplies, at Average Cost 685 643
Prepayments and Other Current Assets 1,096 115
--------- ---------
Total Current Assets 10,222 8,356
--------- ---------
Deferred Charges
Unamortized Debt Issuance Expense 6,197 5,023
Income Taxes 8,647 8,623
Postretirement Benefits Other Than Pension 1,220 1,220
Other Costs 809 728
--------- ---------
Total Deferred Charges 16,873 15,594
--------- ---------
TOTAL ASSETS $ 192,936 $ 189,277
========= =========
CAPITALIZATION AND LIABILITIES
Capitalization (See accompanying statements)
Common Stockholders' Equity $ 56,199 $ 56,069
Preferred Stock 772 772
Long-Term Debt 62,524 54,532
--------- ---------
Total Capitalization 119,495 111,373
--------- ---------
Current Liabilities
Interim Bank Loans Payable 5,571 8,811
Accounts Payable and Accrued Taxes and Interest 6,527 7,775
Other 1,949 2,208
--------- ---------
Total Current Liabilities 14,047 18,794
--------- ---------
Long-Term Liabilities
Advances for Construction 15,252 15,203
Contributions in Aid of Construction 18,750 18,750
Deferred Federal Income Taxes 14,088 13,838
Unfunded Future Income Taxes 8,000 8,000
Unfunded Postretirement Benefits Other Than Pension 1,220 1,220
Unamortized Investment Tax Credits 2,084 2,099
--------- ---------
Total Long-Term Liabilities 59,394 59,110
--------- ---------
TOTAL CAPITALIZATION AND LIABILITIES $ 192,936 $ 189,277
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
Page 4
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CAPITALIZATION
AT MARCH 31, 1998 AND DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31,
1998 DEC. 31,
(UNAUDITED) 1997
----------- ----
<S> <C> <C>
Common Stockholders' Equity
Common Stock Without Par Value Authorized - 7,500,000 Shares;
Shares Issued and Outstanding: 1998 - 3,023,499; 1997 - 3,018,424 $43,991 $43,928
Stock Issuance Expense (1,349) (1,349)
Retained Earnings 13,557 13,490
------ ------
Total Common Stockholders' Equity 56,199 56,069
------ ------
Cumulative Preferred Stock of Connecticut Water Service, Inc.
Series A Voting, $20 Par Value; Authorized, Issued and
Outstanding 15,000 Shares, Redeemable at $21.00 Per Share 300 300
Series $.90 Non-Voting, $16 Par Value; Authorized 50,000 Shares
Issued and Outstanding 29,499 Shares, Redeemable at $16.00 Per Share 472 472
--- ---
Total Preferred Stock of Connecticut Water Service, Inc. 772 772
--- ---
Long-Term Debt
The Connecticut Water Company
First Mortgage Bonds
6.9% Series Q, due 2021 (less $10,000 held in trust by Trustee in 1998) 0 10,000
5 7/8% Series R, due 2022 14,800 14,800
6.65% Series S, due 2020 8,000 8,000
5 3/4% Series T, due 2028 5,000 5,000
5.3% Series U, due 2028 4,550 4,550
6.94% Series V, due 2029 12,050 12,050
------ ------
44,400 54,400
Unsecured Water Facilities Revenue Refinancing Bonds
5.05% 1998 Series A, due 2028 10,000 0
5.125% 1998 Series B, due 2028 8,000 0
Other
5.5% Unsecured Promissory Note 153 161
-------- --------
62,553 54,561
Less Current Portion (29) (29)
-------- --------
Total Long-Term Debt 62,524 54,532
-------- --------
TOTAL CAPITALIZATION $119,495 $111,373
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
Page 5
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
1998 1997
(UNAUDITED) (UNAUDITED)
----------- -----------
<S> <C> <C>
Operating Revenues $ 8,672 $ 9,012
----------- -----------
Operating Expenses
Operation 3,142 3,164
Maintenance 446 410
Depreciation 936 870
Federal Income Taxes 713 733
Connecticut Corporation Business Taxes 147 155
Municipal Taxes 813 812
Payroll Taxes 171 169
Connecticut Gross Earnings Tax 0 450
----------- -----------
Total Operating Expenses 6,368 6,763
----------- -----------
Utility Operating Income 2,304 2,249
----------- -----------
Other Income (Deductions)
Interest 24 24
Allowance for Funds Used During Construction 130 153
Gain on Sale of Property 0 120
Non-Water Sales Earnings 28 46
Miscellaneous Income (Deductions) (3) (2)
Taxes on Other Income (17) (97)
----------- -----------
Total Other Income (Deductions) 162 244
----------- -----------
Interest and Debt Expense
Interest on Long-Term Debt 867 865
Other Interest Charges 162 123
Amortization of Debt Expense 47 47
----------- -----------
Total Interest and Debt Expense 1,076 1,035
----------- -----------
Net Income 1,390 1,458
Preferred Stock Dividend Requirement 10 10
----------- -----------
Net Income Applicable to Common Stockholders $ 1,380 $ 1,448
=========== ===========
Weighted Average Common Shares Outstanding 3,022,000 3,014,000
=========== ===========
Earnings Per Average Common Share $ 0.46 $ 0.48
=========== ===========
Dividends Per Common Share $ 0.435 $ 0.43
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
Page 6
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31,
1998 1997
(UNAUDITED) (UNAUDITED)
----------- -----------
<S> <C> <C>
Operating Revenues $ 38,161 $ 38,517
----------- -----------
Operating Expenses
Operation 13,076 12,785
Maintenance 1,988 1,628
Depreciation 3,571 3,365
Federal Income Taxes 3,641 3,841
Connecticut Corporation Business Taxes 817 900
Municipal Taxes 3,271 3,290
Payroll Taxes 503 474
Connecticut Gross Earnings Tax 481 1,927
Organizational Charges 424 0
----------- -----------
Total Operating Expenses 27,772 28,210
----------- -----------
Utility Operating Income 10,389 10,307
----------- -----------
Other Income (Deductions)
Interest 122 179
Allowance for Funds Used During Construction 552 438
Gain on Sale of Property 63 139
Non-Water Sales Earnings 156 11
Miscellaneous Income (Deductions) (66) (69)
Taxes on Other Income (135) (117)
----------- -----------
Total Other Income (Deductions) 692 581
----------- -----------
Interest and Debt Expense
Interest on Long-Term Debt 3,462 3,460
Other Interest Charges 695 367
Amortization of Debt Expense 188 188
----------- -----------
Total Interest and Debt Expense 4,345 4,015
----------- -----------
Net Income 6,736 6,873
Preferred Stock Dividend Requirement 38 38
----------- -----------
Net Income Applicable to Common Stockholders $ 6,698 $ 6,835
=========== ===========
Weighted Average Common Shares Outstanding 3,018,000 3,007,000
=========== ===========
Earnings Per Average Common Share $ 2.22 $ 2.27
=========== ===========
Dividends Per Common Share $ 1.735 $ 1.71
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 7
Page 7
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
1998 1997
(UNAUDITED) (UNAUDITED)
----------- -----------
<S> <C> <C>
Balance at Beginning of Period $13,490 $11,939
Net Income 1,390 1,458
------- -------
14,880 13,397
------- -------
Dividends Declared:
Cumulative Preferred, Class A, $.20 per share 3 3
Cumulative Preferred, Series $.90, $.225 per share 7 7
Common Stock - 1998 $.435 per share; 1997 $.43 per share 1,313 1,296
------- -------
1,323 1,306
------- -------
Balance at End of Period $13,557 $12,091
======= =======
FOR THE TWELVE MONTHS ENDED MARCH 31, 1998 AND 1997
Balance at Beginning of Period $12,091 $10,398
Net Income 6,736 6,873
------- -------
18,827 17,271
------- -------
Dividends Declared:
Cumulative Preferred, Class A, $.80 per share 12 12
Cumulative Preferred, Series $.90, $.90 per share 26 26
Common Stock - 1998 $1.735 per share; 1997 $1.71 per share 5,232 5,142
------- -------
5,270 5,180
------- -------
Balance at End of Period $13,557 $12,091
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 8
Page 8
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
1998 1997
(UNAUDITED) (UNAUDITED)
----------- -----------
<S> <C> <C>
Operating Activities:
Net Income Before Preferred Dividends of Parent $ 1,390 $ 1,458
------- -------
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation (including $31 in 1998, $28 in 1997 charged to other accounts) 967 898
Change in Assets and Liabilities:
(Increase) Decrease in Accounts Receivable and Accrued Unbilled Revenues 7 43
(Increase) Decrease in Other Current Assets (1,023) (797)
(Increase) Decrease in Other Non-Current Items (201) (301)
Increase (Decrease) in Accounts Payable, Accrued Expenses and
Other Current Liabilities (1,507) (976)
Increase (Decrease) in Deferred Federal Income Taxes and
Investment Tax Credits, Net 211 235
------- -------
Total Adjustments (1,546) (898)
------- -------
Net Cash Provided by (Used for) Operating Activities (156) 560
------- -------
Investing Activities:
Gross Additions to Utility Plant (including Allowance for Funds
Used During Construction of $130 in 1998 and $153 in 1997) (1,314) (1,532)
------- -------
Financing Activities:
Proceeds from Interim Bank Loans 5,571 8,096
Repayment of Interim Bank Loans (8,811) (5,795)
Proceeds from Issuance of Common Stock 63 52
Proceeds from Issuance of Long-Term Debt 8,000 0
Repayment of Long-Term Debt (8) 0
Advances, Contributions and Funds From Others for Construction, Net of (Refunds) 49 (51)
Costs Incurred to Issue Long-Term Debt, Preferred Stock, and Common Stock (1,221) (22)
Cash Dividends Paid (1,323) (1,306)
------- -------
Net Cash Provided by (Used in) Financing Activities 2,320 974
------- -------
Net Increase (Decrease) in Cash 850 2
Cash at Beginning of Year 346 35
------- -------
Cash at End of Period $ 1,196 $ 37
======= =======
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Interest (Net of Amounts Capitalized) $ 1,020 $ 998
Income Taxes $ 325 $ 275
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 9
Page 9
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements included herein have been prepared by
CONNECTICUT WATER SERVICE, INC. (the Company), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission and reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for interim periods. Certain information and footnote
disclosures have been omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these consolidated financial
statements be read in conjunction with the financial statements and the notes
thereto included in the Company's latest annual report on 10-K.
The results for interim periods are not necessarily indicative of
results to be expected for the year since the consolidated earnings are subject
to seasonal factors.
2. Earnings per average common share are calculated by dividing net income
applicable to common stock by the average number of shares of common stock
outstanding during the respective periods as detailed:
<TABLE>
<CAPTION>
3 Months Ended 12 Months Ended
-------------- ---------------
3/31/98 3/31/97 3/31/98 3/31/97 12/31/97
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Common Shares Outstanding:
January 1, 1997 -- -- -- -- 3,012,083
April 1, 1997 & 1996
respectively -- 3,016,286 2,991,038 --
January 1, 1998 & 1997
respectively 3,018,424 3,012,083 -- -- --
Common Shares Issued:
To DRIP - June 15, 1996 -- -- -- 18,299 --
To 401-K - June 30, 1996 -- -- -- 754 --
To PSP - July 1, 1996 -- -- -- 687 --
To 401-K - September 30, 1996 -- -- -- 655 --
To 401-K - December 31, 1996 -- -- -- 650 --
To PSP- February 14, 1997 -- 3,526 -- 3,526 3,526
To 401-K - March 30, 1997 -- 677 -- 677 677
To CSE - June 13, 1997 -- -- 40 -- 40
To 401-K - June 30, 1997 -- -- 775 -- 775
ToTo CSE - September 15, 1997 -- -- 41 -- 41
To 401-K - September 30, 1997 -- -- 668 -- 668
To CSE - December 15, 1997 -- -- 38 -- 38
To 401-K - December 31, 1997 -- -- 576 -- 576
To PSP - February 18, 1998 4,614 -- 4,614 -- --
To CSE - March 15, 1998 68 -- 68 -- --
To 401-K - March 30, 1998 393 -- 393 -- --
-------- --------- --------- --------- ---------
Common Shares Outstanding:
March 31, 1998 & 1997
respectively 3,023,499 3,016,286 3,023,499 3,016,286
========= ========= ========= =========
December 31, 1997 3,018,424
=========
Weighted Average Common Shares Outstanding:
Days outstanding basis* 3,022,494 3,013,821 3,018,417 3,007,459 3,016,279
========= ========= ========= ========= =========
</TABLE>
* Basic and Fully diluted are the same
DRIP = Dividend Reinvestment Plan
PSP = Performance Stock Program
401-K = Company contribution to employees' 401-K savings plan
CSE = Common Stock Equivalents
<PAGE> 10
Page 10
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
PART I, ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CORPORATE RESOURCES
At March 31, 1998 the Company had $3,429,000 of unused lines of interim
bank loan credit available.
On April 24, 1998 the Connecticut Water Company refinanced its Series
Q, $10,000,000 6.9% tax-exempt First Mortgage Bonds, issued in 1991 with
proceeds from $10,000,000 of 5.05% 1998 Series A unsecured tax-exempt water
facilities revenue refinancing bonds, issued for that purpose on March 25, 1998.
Long term debt as of March 31, 1998 is shown net of $10 million held in trust to
repay the Series Q Bond on its April 24, 1998 call date.
Additionally, $8,000,000 of 5.125% tax-exempt 1998 Series B unsecured
water facilities revenue refinancing bonds were issued on March 25, 1998. The
proceeds of this bond issue were used to reduce interim bank loans payable.
RESULT OF OPERATIONS
THE FOLLOWING FACTORS HAD A SIGNIFICANT EFFECT UPON THE COMPANY'S NET
INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED WITH THE NET INCOME
FOR THE SAME PERIOD LAST YEAR.
Net income applicable to common stock for the three months ended March
31, 1998 decreased from that of March 31, 1997 by $68,000, or $.02 per average
common share. The decrease in net income resulted from a $82,000 decrease in
other income and a $41,000 increase in interest and debt expense partially
offset by a $55,000 increase in utility operating income.
Other income decreased primarily due to 1997 land sales. In the first
quarter of 1997 a $72,000 net gain on land sales was realized. The Company has
established a program to sell various, relatively small, discrete parcels of
land, where appropriate. While the sales of non-watershed excess land is
expected to continue in 1998 and beyond, the timing of such sales cannot be
predicted. As a result, fluctuations in other income between years is not
unusual or unexpected.
The increase in interest and debt expense is primarily due to higher
average balances of interim bank loans outstanding in 1998 than in 1997 at
slightly higher average interest rates.
The net increase in operating income is primarily due to:
- increased operating revenues resulting from an increase in
number of water customers served by the Subsidiary and the
annual increase in the base on which fire protection charges
are calculated
- decreased income taxes due to decreased taxable income and a
reduction in the state corporate income tax rate
partially offset by
- increased depreciation expense.
<PAGE> 11
Page 11
RESULTS OF OPERATIONS (CONTINUED)
Operating revenues were reduced approximately $400,000 in 1998 due to
the reduction in rates, primarily to reflect the elimination of the gross
earnings tax, implemented during the second half of 1997. Operating expenses
were similarly reduced by a $450,000 reduction in gross earnings tax partially
offset by a $50,000 increase in FAS 106 post retirement benefit costs other than
pension.
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
PART II, ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 24, 1998, at its annual meeting, the stockholders of
Connecticut Water Service, Inc. elected the following directors for a three year
term until 2001:
<TABLE>
<CAPTION>
Number of Common Shares Cast
----------------------------
Abstentions
Affirmative Negative and Non-Votes
----------- -------- -------------
<S> <C> <C> <C>
Marshall T. Chiaraluce 2,600,905 0 23,966
Charles E. Gooley 2,593,934 0 30,937
Marcia L. Hincks 2,596,875 0 27,996
Robert F. Neal 2,593,882 0 30,989
</TABLE>
Preferred Series A stockholders cast 7,414 affirmative votes for each
of the Directors listed above. There were 150 abstentions for each of the
Directors listed above.
Directors whose term of office continue until 1999 are Harold E.
Bigler, Jr., Astrid T. Hanzalek, Frederick E. Hennick, Donald B. Wilbur.
Directors whose term of office continue until 2000 are Francis E.
Baker, Rudolph E. Luginbuhl, Harvey G. Moger, Warren C. Packard.
Other matters voted on at the annual meeting are the appointment of
Arthur Andersen LLP as independent auditor and proposed amendments to the
Company's Certificate and Bylaws:
<TABLE>
<CAPTION>
Number of Shares Cast
---------------------
Abstentions
Arthur Andersen LLP Affirmative Negative and Non-Votes
- ------------------- ----------- -------- -------------
<S> <C> <C> <C>
Common Stock 2,556,332 32,654 53,937
Preferred Series A Stock 7,139 250 175
</TABLE>
<PAGE> 12
Page 12
Amendments to Company's Certificate and Bylaws:
<TABLE>
<CAPTION>
Number of Shares Cast
---------------------
Abstentions
Cumulative Voting Affirmative Negative and Non-Votes
- ----------------- ----------- -------- -------------
<S> <C> <C> <C>
Common Stock 2,532,489 30,881 53,937
Preferred Series A Stock 7,139 150 275
</TABLE>
Corrective Amendment:
<TABLE>
<CAPTION>
Number of Shares Cast
---------------------
Abstentions
Cumulative Voting Affirmative Negative and Non-Votes
- ----------------- ----------- -------- -------------
<S> <C> <C> <C>
Common Stock 2,521,684 31,746 63,877
Preferred Series A Stock 7,289 0 275
</TABLE>
Indemnification Amendment:
<TABLE>
<CAPTION>
Number of Shares Cast
---------------------
Abstentions
Cumulative Voting Affirmative Negative and Non-Votes
- ----------------- ----------- -------- -------------
<S> <C> <C> <C>
Common Stock 2,469,133 75,995 72,178
Preferred Series A Stock 7,139 150 275
</TABLE>
Corporate Governance Amendment:
<TABLE>
<CAPTION>
Number of Shares Cast
---------------------
Abstentions
Cumulative Voting Affirmative Negative and Non-Votes
- ----------------- ----------- -------- -------------
<S> <C> <C> <C>
Common Stock 2,492,817 40,022 63,675
Broker 20,793
Preferred Series A Stock 7,139 150 275
</TABLE>
Each share of common stock is entitled to three votes and each share of
Cumulative Preferred Stock, Series A, is entitled to one vote.
PART II, ITEM 6(a): EXHIBITS
Exhibits to Part I:
Exhibit 3.1 - Amended and Restated Certificate of
Incorporation of Connecticut Water Service, Inc.
Exhibit 3.3 - Amended and Restated Bylaws of Connecticut Water
Service, Inc.
Exhibit 3.4 - Amended and Restated Certificate of
Incorporation of The Connecticut Water Company.
<PAGE> 13
Page 13
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.
Connecticut Water Service, Inc.
(Registrant)
Date: May 13, 1998 By: /s/ David C. Benoit
-----------------------------------
David C. Benoit
Vice President - Finance
Date: May 13, 1998 By: /s/ Peter J. Bancroft
-----------------------------------
Peter J. Bancroft
Assistant Treasurer
<PAGE> 1
EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
of
CONNECTICUT WATER SERVICE, INC.
FIRST: The name of the corporation is CONNECTICUT WATER SERVICE,
INC. (the "Company").
SECOND: The Company is to be located in the Town of Clinton, County of
Middlesex and State of Connecticut.
THIRD: Except as specifically limited by the provisions of Paragraph
F of this Article Third, the nature of the business to be transacted and the
purposes to be promoted or carried out by the Company are as follows:
A. To purchase, subscribe for, or otherwise acquire and own, hold, use,
sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of
shares of stock, bonds, debentures, notes, evidences of indebtedness, and other
securities, contracts, or obligations of any public service company or public
utility company or of any corporation or corporations, person or persons, trust
or trusts, or partnership or partnerships, and to pay therefor in whole or in
part in cash or by exchanging therefor stocks, bonds, or other evidences of
indebtedness or securities of this or any other corporation, and while the owner
or holder of any such stocks, bonds, debentures, notes, evidences of
indebtedness or other securities, contracts, or obligations, to receive,
collect, and dispose of the interest, dividends and income arising therefrom,
and to possess and exercise in respect thereof, all the rights, powers and
privileges of ownership, including all voting powers on any stocks so owned.
B. To aid, either by loans or by guaranty of securities or in any other
manner, any corporation, person, trust or partnership, any shares of stock, or
any bonds, debentures, evidences of indebtedness or other securities whereof are
held by the Company or in which the Company shall have any interest, and to do
any acts designed to protect, preserve, improve, or enhance the value of any
property at any time held or controlled by the Company or in which it at that
time may be interested.
C. To purchase, lease, option, hold, improve, deal in, mortgage and
sell real estate and interests in real estate and personal property; to develop
and operate watersheds, reservoirs, wells, water pipelines and water properties
in any manner not inconsistent with law.
<PAGE> 2
-2-
D. To enter into, make and perform any contracts suitable or convenient
to the business of the Company with any person, firm, association, corporation,
municipality or body politic; to borrow or raise moneys without limit as to
amount; to draw, make, accept, endorse, execute, pledge, issue, sell or
otherwise dispose of promissory notes, drafts, warrants, bonds, debentures and
other instruments, whether negotiable or nonnegotiable, transferable or
nontransferable, and evidences of indebtedness whether secured by mortgage or
otherwise, as well as to secure the same, and all obligations arising therefrom,
by mortgage or otherwise, either alone or jointly with any other person or
corporation, of the whole or any part of the property of the corporations
presently owned or to be acquired; to confer upon the holders of any of these
obligations such powers, rights, and privileges as from time to time may be
deemed advisable by the Board of Directors, except as may be specifically
prohibited by law; to loan money with or without collateral or other security.
E. To do any or all of the things herein set forth to the same extent
as natural persons might or could do, as principals, agents, contractors or
otherwise, and either alone or in company with others.
F. Notwithstanding any contrary provisions of law or of this Article
Third, said corporation and any and all subsidiaries are hereby expressly
prohibited from engaging in any business or activity that it not then subject to
regulation by the Connecticut Public Utilities Commission (or any regulatory
body which may succeed to the jurisdiction of said Commission) unless said
Commission shall approve such business or activity or unless said Commission
shall have waived the requirements of, or shall have approved an amendment to,
or deletion of the provisions of this Paragraph F.
FOURTH: The amount of the capital stock of the Company hereby
authorized is (a) $300,000, divided into 15,000 shares of Cumulative Preferred
Stock of the par value of $20 each, (b) $800,000, divided into 50,000 shares of
Cumulative Preferred Stock of the par value of $16 each, (c) $10,000,000,
divided into 400,000 shares of Cumulative Preferred Stock of the par value of
$25 each, (d) 7,500,000 shares of Common Stock without par value, and (e)
1,000,000 shares of Preference Stock, $1 par value.
A. The voting powers, restrictions and qualifications of the Common
Stock shall be as follows:
1. The holders of the Common Stock shall each be entitled to
three (3) votes per share.
2. No holder of Common Stock shall be entitled as such as a
matter of right to subscribe for or purchase any part of any stock of any class
of the Company or securities
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convertible into such stock now or hereafter authorized or issued.
B. The general preferences, voting powers, restrictions and
qualifications of the Cumulative Preferred Stock of the par value of $20 per
share, of the Cumulative Preferred Stock of the par value of $16 per share, and
of the Cumulative Preferred Stock of the par value of $25 per share and
applicable to all such classes of Cumulative Preferred Stock (hereinafter called
the "Preferred Stock") shall be as follows:
1. General. The Board of Directors is authorized from time to
time to establish the series and to fix and determine the variations among
series of any class of Preferred Stock; to fix and determine the dividend rate,
the redemption prices, the amounts to be paid upon liquidation and any other
terms, limitations, rights and preferences of any series of any class of
Preferred Stock to the extent not fixed and determined by this Amended and
Restated Certificate of Incorporation; and from time to time to issue any shares
of Preferred Stock in one or more series, in such amounts, on such terms and
conditions and for such consideration as may be determined by the Board of
Directors and without first offering said shares to the stockholders and without
giving the stockholders the right to subscribe thereto.
2. Dividends. The holders of any series of Preferred Stock of
any class shall receive, when declared by the Board of Directors, preferential
quarterly dividends at such rate and payable on such dividend payment dates in
each year as said Board may determine at the time of its vote to issue said
series, such dividends to be payable to Preferred Stockholders of record on such
dates as may be fixed by said Board, but not more than forty-five (45) days
before each dividend date.
Dividends on each share of the Preferred Stock shall be cumulative from
the date of issue thereof or from such date as the Board of Directors may
determine at the time of its vote to issue such share.
Unless full cumulative dividends to the last preceding dividend date
shall have been paid or set apart for payment on all outstanding shares of
Preferred Stock, no dividend shall be paid on any junior stock. The term "junior
stock" as used herein means stock of the Company subordinate to the Preferred
Stock in respect of dividends or payment in case of liquidation.
3. Redemption or Purchase of Preferred Stock. All or any part
of any series of the Preferred Stock at any time outstanding may be called by
vote of the Board of Directors for redemption at any time and in the manner
hereinbelow provided. If less than all of any series of any class of Preferred
Stock is so called, the Company shall determine by lot the shares of such series
of Preferred Stock to be called. The redemption prices with respect to any
series of any class of Preferred Stock shall be determined by the Board of
Directors at the time of its vote
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to issue said series.
No call of less than all of the Preferred Stock of any class
outstanding shall be made without setting aside an amount equal to the dividends
accumulated to the redemption date fixed in such call on all of the Preferred
Stock of such class then outstanding and not called.
All or any part of any series of any class of Preferred Stock may be
called for redemption without calling any part or all of any other series or
class of Preferred Stock.
The sums payable in respect of any Preferred Stock so called shall be
payable at the office of the Company or an incorporated bank or trust company in
good standing designated by the Company. Notice of such call, stating the
redemption date and the place where the stock so called is payable, shall be
mailed not less than thirty (30) days before the redemption date to each holder
of stock so called at his address as it appears upon the books of the Company.
If the Company shall, before the redemption date, deposit with such
bank or trust company all sums payable with respect to the Preferred Stock so
called, then, after such mailing and deposit, the holders of the Preferred Stock
so called for redemption shall cease to have any right to future dividends or
other rights or privileges as stockholders in respect of such stock and shall be
entitled only to the payment on the redemption date of the sums so deposited
with such bank or trust company for their respective accounts. Stock so redeemed
may be reissued but only subject to the limitations imposed by this Article
Fourth upon the issue of Preferred Stock.
At any time when there is no default in the payment of any dividend on
the Preferred Stock and there is no event of default with respect thereto, the
Company may purchase all or any of the then outstanding shares of the Preferred
Stock of any series of any class upon the best terms reasonably obtainable, but
not exceeding the then current redemption price of such shares.
4. Amounts Payable on Liquidation. The provisions relating to
the amount payable to the holder of shares of any series of any class of
Preferred Stock upon liquidation, dissolution or winding-up of the Company shall
be determined by the Board of Directors at the time of its vote to issue said
series. If the net assets of the Company shall be insufficient to pay said
amounts in full, then the entire net assets of the Company shall be distributed
among the holders of the shares of all classes of Preferred Stock, who shall
receive amounts proportionate to the respective involuntary liquidation values
of such shares.
5. Voting Rights. Except as otherwise provided by this Article
Fourth or as provided by law, the holders of the Preferred Stock shall have no
voting power or right to notice of any meeting.
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Whenever dividends on any share of the Preferred Stock of any class
shall be in arrears in an amount equal to or exceeding six (6) quarterly
dividends thereon, or whenever the Company shall fail to set aside moneys for
any sinking fund provided for any series of Preferred Stock, or whenever there
shall have occurred some default in the observance of any of the Preferred Stock
provisions or some default on which action has been taken to declare due prior
to their stated maturity any debentures or bonds on the Company by their holders
or the trustee of any mortgage or trust indenture of the Company, or whenever
the Company shall have been declared bankrupt or a receiver of its property
shall have been appointed (any of said conditions being herein called an "event
of default"), then the holders of the Preferred Stock shall be given notice of
all stockholders' meetings and shall have the right, voting as one class, to
elect the smallest number of directors necessary to constitute a majority of the
Board of Directors of the Company. When all such arrears of dividends shall have
been paid and the current quarterly dividend thereon for the current quarterly
dividend period shall have been declared and set apart for payment, or when the
Company shall have made up the deficiency in any such sinking fund or any other
event of default shall have terminated, such right and power of the holders of
the Preferred Stock shall cease, subject to being again revived on any
subsequent default in the payment of dividends or application of moneys to any
such sinking fund or occurrence of any event of default.
When the holders of the Preferred Stock shall have acquired such right
to elect a majority of the Board of Directors, or such right shall cease, the
Company shall, within seven (7) days from the delivery to the Company of a
written request therefor by (a) the holders of ten percent (10%) or more of the
then outstanding Preferred Stock in the event the holders of Preferred Stock
shall have acquired the right to elect a majority of the Board of Directors, or
(b) any stockholder in the event such right shall have ceased, cause a special
meeting of the stockholders to be held within thirty (30) days from the delivery
of such request for the purpose of electing a new Board of Directors. Forthwith,
upon the election and qualification of the new Board of Directors, the terms of
office of the existing directors shall terminate.
6. Action Requiring Consent of Preferred Stockholders. So long
as any shares of any class of Preferred stock are outstanding, and unless a
greater vote or consent shall then be required by law, the Company shall not,
without the affirmative vote of at least two-thirds of the then outstanding
shares of each class of Preferred Stock, each class voting separately, given at
a meeting the notice of which shall be mailed to all holders of Preferred Stock
and shall state the general character of the matters to be submitted thereat:
(a) increase the authorized amounts of any class of
Preferred Stock or authorize or create, or increase the authorized amount of,
any additional class of stock ranking prior to any class of Preferred Stock as
to payment of dividends or payment in case of liquidation, dissolution or
winding-up of the Company, or authorize or create, or increase the
authorized amount of, any class of stock or obligations convertible to or
evidencing the right to
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purchase any class of stock ranking prior to any class of Preferred Stock as to
payment of dividends or payment in case of liquidation, dissolution or
winding-up of the Company; or
(b) make any changes in the preferences, voting
powers, restrictions and qualifications relating to any class of Preferred
Stock, or change the par value thereof, except that no reduction of the dividend
rate, redemption prices or amount to be paid in case of liquidation, dissolution
or winding-up of the Company in respect to any share of Preferred stock may be
made without the consent of the holder thereof.
7. No Preemptive Right. No holder of Preferred Stock shall
have any right, whether preferential, preemptive or otherwise, to subscribe for
any issue of stock of any class of the Company, whether or not now authorized,
or for any issue of bonds, notes, obligations or other securities which the
Company may at any time issue and whether or not the same be convertible into
stock of the Company of any class.
8. Nonconvertibility of Preferred Stock. The Preferred Stock
is not convertible into shares of any other class of stock of the Company.
C. Voting Rights of $20 Par Preferred. The holders of the Cumulative
Preferred Stock of the par value of $20 per share, in addition to the voting
rights otherwise provided in this Article Fourth and as provided by law, shall
each be entitled to one (1) vote per share, voting with holders of the Common
Stock.
D. Terms of Cumulative Preferred Stock - Series A
Pursuant to the general preferences, voting powers, restrictions and
qualifications of the cumulative preferred stock of the Company authorized by
the stockholders at their annual meeting held on April 17, 1957, a series of
such preferred stock shall be designated "Cumulative Preferred Stock - Series A"
and in addition to said general preferences, voting powers, restrictions and
qualifications, the dividend rate, the redemption prices, and the amounts
payable on liquidation shall be as follows:
1. Dividends on said Cumulative Preferred Stock - Series A
shall be at the rate of $.80 per share per annum, and no more, and shall be
cumulative from July 15, 1957. Said dividends, when declared, shall be payable
on the fifteenth (15th) days of January, April, July and October in each year.
2. Redemption prices of said Cumulative Preferred Stock -
Series A shall be $22.50 per share if redeemed on or before July 15, 1967 and
$21.00 per share if redeemed after July 15, 1967, plus in all cases that portion
of the quarterly dividend accrued thereon to the
<PAGE> 7
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redemption date and all unpaid dividends thereon, if any.
3. Amount payable on liquidation to each holder of said
Cumulative Preferred Stock - Series A upon any voluntary liquidation,
dissolution or winding-up of the Company shall be the then current redemption
price thereof, and, if such action is involuntary, $20.00 per share; plus in
each case, all dividends accrued and unpaid to the date of such payment.
E. Terms of Cumulative Preferred Stock - $.90 Series
Pursuant to the general preferences, voting powers, restrictions and
qualifications of the Company's cumulative preferred stock of the par value of
$16 per share as set forth in the Company's Amended and Restated Certificate of
Incorporation as amended by Amendment Resolution adopted by the stockholders and
the Board of Directors at their special meetings held August 15, 1962, a series
of such Preferred Stock of the par value of $16 per share shall be designated
"Cumulative Preferred Stock - $.90 Series" and, in addition to said general
preferences, voting powers, restrictions and qualifications, the dividend rate,
the redemption prices and the amount payable on liquidation of said series of
Preferred Stock shall be as follows:
1. Dividends on said Cumulative Preferred Stock - $.90 Series
shall be at the rate of $.90 per share per annum and no more and shall be
cumulative from the date of its original issue. Said dividends, when declared,
shall be payable on the first (1st) days of February, May, August and November
in each year.
2. Redemption Prices of said Cumulative Preferred Stock - $.90
Series shall be $17.00 per share if redeemed on or before July 31, 1966 and
$16.00 per share if redeemed after July 31, 1966, plus in all cases that portion
of the quarterly dividend accrued thereon to the redemption date and all unpaid
dividends thereon, if any.
3. Amounts payable on liquidation to each holder of said
Cumulative Preferred Stock - $.90 Series upon any voluntary liquidation,
dissolution or winding-up of the Company shall be the then current redemption
price thereof, and, if such action is involuntary, shall be $16.00 per share,
plus in each case all dividends accrued and unpaid to the date of such payment.
F. Terms of Preference Stock. The Preference Stock shall rank after,
and be junior to, the Preferred Stock with respect to payment of dividends, the
amount payable upon shares in event of involuntary liquidation and the amount
payable upon shares in event of voluntary liquidation. To the extent this
Amended and Restated Certificate of Incorporation has not fixed or determined
the terms, limitations and relative rights and preferences of the Preference
Stock,
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including without limitation, the voting rights thereof (including a
determination of the number of votes per share of such Preference Stock), or has
not established series and fixed and determined the variations as among series,
the Board of Directors shall have the authority to do so from time to time. No
holder of Preference Stock shall be entitled as such as a matter of right to
subscribe for or purchase any part of any stock of any class of the Company or
securities convertible into such stock now or hereafter authorized, except as
may otherwise be specifically provided in the resolution or resolutions adopted
by the Board of Directors at the time shares of Preference Stock are first
issued.
FIFTH: (a)(i) The Board of Directors shall consist of not less than
nine or more than fifteen persons (exclusive of directors, if any, elected by
the holders of one or more series of Preference Stock, which may at any time be
outstanding, voting separately as a class or series pursuant to the provisions
of this Amended and Restated Certificate of Incorporation applicable thereto),
the exact number to be fixed from time to time within the foregoing limits
exclusively by the Board of Directors pursuant to a resolution adopted by the
Board of Directors. The number of positions on the Board of Directors, as fixed
in accordance with the foregoing, is referred to herein as the "number of
directorships."
The directors (exclusive of directors, if any, elected by the holders
of one or more series of Preference Stock voting separately as a class or
series) shall be classified, with respect to the time for which they severally
hold office, into three classes, as nearly equal in number as possible, one
class to hold office initially for a term expiring at the annual meeting of
stockholders to be held in 1989, another class to hold office initially for a
term expiring at the annual meeting of stockholders, to be held in 1990, and
another class to hold office initially for a term expiring at the annual meeting
of stockholders to be held in 1991, with the members of each class to hold
office until their successors are elected and qualified. At each annual meeting
of the stockholders of the Company, the successors to the class of directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election. The election of directors need not be by written
ballot.
(ii) Subject to the rights of holders of any one or more
series of Preference Stock then outstanding with respect to directors elected by
the holders of such Preference Stock, advance notice of nominations for the
election of directors and advance notice of business or proposals to be brought
before stockholder meetings by a stockholder, other than nominations or
proposals brought by or at the direction of the Board of Directors, shall be
given in the manner provided in the Bylaws.
(iii) Except as otherwise provided pursuant to the provisions
of Section 5 of Paragraph B of Article Fourth of this Amended and Restated
Certificate of Incorporation and
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subject to the rights, if any, of holders of any one or more series of
Preference Stock then outstanding with respect to directors elected by the
holders of such Preference Stock, newly created directorships resulting from any
increase in the number of directorships shall be filled by the concurring vote
of the directors holding a majority of the directorships, which number of
directorships shall be the number prior to the vote of the increase. Vacancies
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled by the concurring vote of the remaining
directors then in office, though less than a quorum of the Board of Directors.
Any director elected in accordance with the two preceding sentences shall hold
office for the remainder of the full term of the class of directors in which the
new directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified. No decrease in the number of
directorships constituting the entire Board of Directors shall shorten the term
of any incumbent director.
(iv) Any director of the Company may resign at any time by
giving written notice thereof to the Company. Such resignation shall take effect
at the time specified therefor, and unless otherwise specified with respect
thereto, the acceptance of such resignation shall not be necessary to make it
effective. Except as otherwise provided pursuant to the provisions of Section 5
of Paragraph B of Article Fourth of this Amended and Restated Certificate of
Incorporation and subject to the rights of holders of any one or more series of
Preference Stock then outstanding with respect to directors elected by the
holders of such Preference Stock, any director may be removed from office at any
time, but only for cause as defined below and only by the affirmative vote of
the holders of at least a majority of the combined voting power of all of the
then-outstanding shares of all classes and series of the Company's capital stock
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class, it being understood that for all purposes of
this Article Fifth, each share of the Voting Stock shall have the number of
votes granted to it pursuant to Article Fourth of this Amended and Restated
Certificate of Incorporation. For purposes of this Article Fifth, the term cause
is defined as conviction of a felony or gross negligence or willful misconduct
in the performance of a duty to the Company, as determined by the Board of
Directors.
(v) Notwithstanding the foregoing, whenever the holders of any
one or more series of Preference Stock shall have the right, voting separately
as a class or series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of this Amended
and Restated Certificate of Incorporation and the resolution or resolutions
applicable thereto adopted by the Board of Directors pursuant to Article Fourth
hereof. Directors so elected shall not be divided into classes unless expressly
provided by such terms, and, during the prescribed terms of office of such
directors, the Board of Directors shall consist of such directors in addition to
the number of directors determined as provided in Section (a)(i) of this Article
Fifth.
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(b) The Board of Directors and the stockholders shall have the power to
make, alter, amend and repeal the Bylaws of the Company as provided in the
Bylaws; provided, however, that, notwithstanding any other provisions of this
Amended and Restated Certificate of Incorporation or the Bylaws or any provision
of law which might otherwise permit a lesser vote or no vote, but in addition to
any affirmative vote of the holders of any particular class or series of the
Voting Stock required by law, the Bylaws or this Amended and Restated
Certificate of Incorporation, the affirmative vote of the holders of at least 80
percent of the combined voting power of all the then-outstanding shares of the
Voting Stock, voting together as a single class, shall be required to alter,
amend or repeal any provision of the Bylaws which is to the same effect as or
which is referred to in any provision of this Article Fifth.
(c) Except as otherwise provided pursuant to the provisions of Section
5 of Paragraph B of Article Fourth of this Amended and Restated Certificate of
Incorporation, special meetings of stockholders of the Company may be called
only by the Board of Directors pursuant to a resolution adopted by the
concurrent vote of the directors holding a majority of the total number of
directorships. The general purpose or purposes for which a special meeting is
called shall be stated in the notice thereof, and no other business shall be
transacted at such meeting.
(d) The Board of Directors of the Company, when evaluating any offer of
another party (1) to make a tender or exchange offer for any equity security of
the Company, (2) to merge or consolidate the Company with or into another
corporation, or (3) to purchase or otherwise acquire all or a substantial part
of the properties and assets of the Company or any of its subsidiaries, may, in
connection with the exercise of its judgment in determining what it reasonably
believes is in the best interests of the Company as a whole, give consideration
to all such factors as the Board of Directors determines to be relevant,
including, without limitation:
(i) interests of the Company's stockholders, long-term as well
as short-term, including the possibility that those interests may be best served
by the continued independence of the Company;
(ii) the interests of the customers of The Connecticut Water
Company;
(iii) whether the proposed transaction might violate federal
or state law;
(iv) the form and amount of consideration being offered in the
proposed transaction not only in relation to the then-current market price for
the outstanding capital stock of the Company, but also in relation to the market
price for the capital stock of the Company over a period of years, the estimated
price that might be achieved in a negotiated sale of the Company or The
Connecticut Water Company as a whole or in part to either public or private
entities or through orderly liquidation, the estimated further value of the
Company, the premiums
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over market price paid for the securities of other corporations in similar
transactions, current political, economic and other factors bearing on
securities prices, and the Company's financial condition and future prospects;
and
(v) the social, legal and economic effects upon employees,
customers, suppliers and others having similar relationships with the Company or
The Connecticut Water Company, and the communities in which the Company and The
Connecticut Water Company conduct business, including, without limitations, the
public interest obligations imposed on The Connecticut Water Company as an
operating public utility and the effect or impact of any such transaction on the
ability of the Company, any subsidiaries or any successor entity to provide
prudent, adequate and effective water supply service to the areas served by The
Connecticut Water Company.
In connection with such evaluation, the Board of Directors may conduct
such investigations and engage in such legal proceedings as the Board of
Directors may determine.
(e) Notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of the Voting Stock required by law or
this Restated Certificate of Incorporation, the affirmative vote of the holders
of at least 80 percent of the combined voting power of all of the
then-outstanding shares of the Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal this Article Fifth.
SIXTH: The personal liability of any person who is or was a director of
the Company to the Company or its stockholders for monetary damages for breach
of duty as a director is hereby limited to the amount of the compensation
received by the director for serving the Company during the year or years in
which the violation occurred so long as such breach did not (i) involve a
knowing and culpable violation of law by the director, (ii) enable the director
or an associate, as defined in Section 33-840 of the Connecticut General
Statutes, to receive an improper personal economic gain, (iii) show a lack of
good faith and a conscious disregard for the duty of the director to the Company
under circumstances in which the director was aware that his or her conduct or
omission created an unjustifiable risk of serious injury to the Company, (iv)
constitute a sustained and unexcused pattern of inattention that amounted to an
abdication of the director's duty to the Company, or (v) create liability under
Section 33-757 of the Connecticut General Statutes. Any lawful repeal or
modification of this provision of the Amended and Restated Certificate of
Incorporation of the Company by the stockholders and the Board of Directors of
the Company shall not adversely affect any right or protection of a person who
is or was a director of the Company existing at or prior to the time of such
repeal or modification.
<PAGE> 12
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SEVENTH: (a) The Company shall, to the fullest extent permitted by law,
indemnify its directors from and against any and all of the liabilities,
expenses and other matters referred to in or covered by the Connecticut Business
Corporation Act. In furtherance and not in limitation thereof, the Company shall
indemnify each director for liability, as defined in subsection (5) of Section
33-770 of the Connecticut General Statutes, to any person for any action taken,
or any failure to take any action, as a director, except liability that (i)
involved a knowing and culpable violation of law by the director, (ii) enabled
the director or an associate, as defined in Section 33-840 of the Connecticut
General Statutes, to receive an improper personal economic gain, (iii) showed a
lack of good faith and a conscious disregard for the duty of the director to the
Company under circumstances in which the director was aware that his or her
conduct or omission created an unjustifiable risk of serious injury to the
Company, (iv) constituted a sustained and unexcused pattern of inattention that
amounted to an abdication of the director's duty to the Company, or (v) created
liability under Section 33-757 of the Connecticut General Statutes; provided
that nothing in this sentence shall affect the indemnification of or advance of
expenses to a director for any liability stemming from acts or omissions
occurring prior to the effective date of this Article SEVENTH.
The Company shall indemnify each officer of the Company who is not a
director, or who is a director but is made a party to a proceeding in his or her
capacity solely as an officer, to the same extent as the Company is permitted to
provide the same to a director, and may indemnify such persons to the extent
permitted by Section 33-776 of the Connecticut General Statutes.
The indemnification provided for herein shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(b) Expenses incurred by a director or officer of the Company in
defending a civil or criminal action, suit or proceeding shall be paid for or
reimbursed by the Company to the fullest extent permitted by law in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall be ultimately determined that such director or officer is not entitled
to be indemnified by the Company.
(c) The Company may indemnify and pay for or reimburse the expenses of
employees and agents not otherwise entitled to indemnification pursuant to this
Article Seventh on such terms and conditions as may be established by the Board
of Directors.
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(d) No amendment to or repeal of this Article Seventh shall apply to or
have any effect on the indemnification of any director, officer, employee or
agent of the Company for or with respect to any acts or omissions of such
director, officer, employee or agent occurring prior to such amendment or
repeal, nor shall any such amendment or repeal apply to or have any effect on
the obligations of the Company to pay for or reimburse in advance expenses
incurred by a director, officer, employee or agent of the Company in defending
any action, suit or proceeding arising out of or with respect to any acts or
omissions occurring prior to such amendment or repeal.
EIGHTH: Reference in this Amended and Restated Certificate of
Incorporation to a provision of the General Statutes of Connecticut or any
provision of Connecticut law set forth in such Statutes is to such provision of
the General Statutes of Connecticut, Revision of 1958, as amended, or the
corresponding provision(s) of any subsequent Connecticut law. Reference in this
Amended and Restated Certificate of Incorporation to a provision of the
Connecticut Business Corporation Act is to such provision of the codification in
the Connecticut General Statutes of the Connecticut Business Corporation Act, as
amended, or the corresponding provision(s) of any subsequent Connecticut law.
<PAGE> 14
EXHIBIT 3.3
AMENDED AND RESTATED
BYLAWS
of
CONNECTICUT WATER SERVICE, INC.
ARTICLE I
GENERAL
These Bylaws are intended to supplement and implement applicable
provisions of law and of the Certificate of Incorporation of Connecticut Water
Service, Inc. (the "Corporation") with respect to the regulation of the affairs
of the Corporation.
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 1. Place of Meeting: Stockholders' meetings shall be held at
the principal office of the Corporation or at such other place, either within or
without the State of Connecticut, as shall be designated in the notice of
meeting.
SECTION 2. Annual Meeting; Business at Annual Meeting: The annual
meeting of the stockholders shall be held in each year at the place, on the date
and at the hour designated in the call therefor. At such meeting the
stockholders shall elect the Board of Directors and shall transact such other
business as shall properly be brought before them. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the
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Board of Directors, (b) otherwise properly brought before the meeting by or at
the direction of the Board of Directors or (c) otherwise properly brought before
the meeting by a stockholder.
For business to be properly brought before a annual meeting by a
stockholder, the business must be an appropriate matter to be acted on by the
stockholders at an annual meeting and the stockholder must have given proper and
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received by
the Secretary of the Corporation at the principal executive offices of the
Corporation not later than the close of business on a day which is not less that
120 days prior to the anniversary date of the immediately preceding annual
meeting. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (a) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder and (d) any material interest of the
stockholder in such business. The presiding officer of an annual meeting shall
determine whether such proposal is or is not an appropriate matter to be acted
on by the stockholders at such annual meeting, and, if the facts warrant that a
matter of business was not properly brought before the meeting in accordance
with the provisions of this Section 2, and if he should so determine, he shall
so declare to the meeting and any such business not properly brought before the
meeting shall not be acted on at the meeting.
SECTION 3. Special Meetings: Subject to Article Fourth, Section 5 of
the Corporation's Certificate of Incorporation, special meetings of stockholders
of the Corporation may be called only by the Board of Directors pursuant to a
resolution adopted by the concurring vote of Directors holding a majority of the
total number of directorships. The general purpose or purposes for which a
special meeting is called shall be stated in the notice thereof, and no other
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business shall be transacted at such meeting. No proposal may be brought before
a special meeting unless it is directly related to the business specified in the
notice of such meeting and it is properly brought before such meeting. To be
properly brought before a special meeting, a proposal must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder.
For a proposal to be properly brought by a stockholder before a special
meeting (other than nominations for election of Directors, which shall be
governed by Article II, Section 7 of these Bylaws), the stockholder must have
given proper and timely notice thereof in writing to the Secretary of the
Corporation. To be a timely stockholder's notice must be delivered to or mailed
and received by the Secretary of the Corporation at the principal executive
offices of the Corporation not later than the close of business on the tenth day
following the date on which notice of such meeting is first mailed to
stockholders. A stockholder's notice to the Secretary shall set forth as to such
proposal the stockholder proposes to bring before a special meeting: (a) a brief
description of the matter desired to be brought before the special meeting and
the reasons why such proposal is directly related to the business contained in
the notice of meeting; (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such matter; (c) the class and
number of shares of the Corporation which are beneficially owned by the
stockholder; and (d) any material interest of the stockholder in the proposal.
The presiding officer of a special meeting shall determine whether such proposal
is or is not directly related to the business of the meeting as stated in the
notice thereof, and, if the facts warrant that such proposal was not properly
brought before the meeting in accordance with the provisions of this Section 3,
and if he should so determine, he shall so declare to the meeting and any such
proposal not properly brought before the meeting shall not be acted on at the
meeting.
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SECTION 4. Notice of Meeting: Written notice of the date, time and
place of each annual meeting and any special meeting, and in case of a special
meeting, the general purpose or purposes for such meeting, shall be mailed or
delivered, at least ten (10) but not more than sixty (60) days prior to the date
of such meeting, to each stockholder entitled to vote at such a meeting at his
residence or usual place of business, as shown on the records of the
Corporation, provided that any one or more of such stockholders, as to himself
or themselves, may waive such notice in writing or by attendance without protest
at such meeting.
SECTION 5. Quorum: The holders of a majority of the shares of the
issued and outstanding stock entitled to vote at a meeting, present either in
person or by proxy, shall constitute a quorum for the transaction of business at
such meeting of the stockholders. If a quorum be not present at such meeting,
the stockholders present in person or by proxy may adjourn to such future time
as shall be agreed upon by them, and notice of such adjournment shall be given
to the stockholders not present or represented at the meeting.
SECTION 6. Stockholders' Action Without Meeting: Any action which,
under any provision of the Connecticut Business Corporation Act, may be taken at
a meeting of stockholders may be taken without such a meeting if a consent in
writing, setting forth the action so taken or to be taken, is signed severally
or collectively by all of the persons who would be entitled to vote upon such
action at a meeting or by their duly authorized attorneys. The Secretary of the
Corporation shall file such consent or consents with the minutes of the
stockholders' meetings.
SECTION 7. Advance Notice of Nominations: No person shall be eligible
for election as a director at any annual or special meeting of stockholders
unless such person was nominated by or at the direction of the Board of
Directors or by any stockholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the following procedures.
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A nomination by a stockholder shall be made only if such stockholder had given
proper and timely notice in writing of such stockholder's intent to make such
nomination to the Secretary of the Corporation. To be timely a stockholder's
notice must be delivered to or mailed and received by the Secretary of the
Corporation at the principal executive offices of the Corporation not later than
(i) with respect to an election to be held at an annual meeting of stockholders,
the close of business on a day which is not less that 120 days prior to the
anniversary date of the immediately preceding annual meeting, and (ii) with
respect to an election to be held at a special meeting of stockholders called
for the election of directors, the close of business on the tenth day following
the date on which notice of such meeting is first mailed to stockholders. Each
such notice shall set forth: (a) the name and address of the person or persons
to be nominated; (b) the name and address, as they appear on the Corporation's
books, of the stockholder making such nomination; (c) the class and number of
shares of the Corporation which are beneficially owned by the stockholder; (d) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in persons or
by proxy at the meeting to nominate the person or persons specified in the
notice; (e) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (f) such other information regarding each nominee proposed by
the stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (g)
the consent of each nominee to serve as a director of the Corporation if so
elected. The presiding officer of the meeting shall determine, if the facts
warrant that such nomination was not made in accordance with the provision of
this Section 7, and if he should so determine, he shall so declare to the
meeting and any nominations not properly made shall be disregarded.
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ARTICLE III
SHARES
Share certificates shall be in a form adopted by the Board of Directors
and shall be signed by the President and by the Secretary. Such certificates
shall bear the seal of the Corporation. The name of the persons to whom issued,
the number of such shares which such certificate represents, the consideration
for which the shares were issued and the date of issue shall be entered on the
Corporation's books.
ARTICLE IV
DIRECTORS
SECTION 1. Number. Election and Term of Office: The Board of Directors
shall consist of no fewer than nine or more than fifteen persons (exclusive of
directors, if any, elected by the holders of one or more series of Preference
Stock, which may at any time be outstanding, voting separately as a class
pursuant to the provisions of the Corporation's Certificate of Incorporation
applicable thereto), the exact number to be fixed from time to time within the
foregoing limits exclusively by the Board of Directors pursuant to a resolution
adopted by the Board of Directors. The number of positions of the Board of
Directors, as fixed in accordance with the foregoing, is referred to herein as
the "number of directorships." The directors shall be classified (exclusive of
directors, if any, elected by the holders of one or more series of Preference
Stock voting separately as a class) as provided in Article Fifth of the
Corporation's Certificate of Incorporation, and the term of office of each
director shall be as provided therein. No director shall be eligible for
re-election as a director of the Corporation after such director shall have
attained the age of 70; and no officer of the Corporation, other than a person
who has served as Chief Executive Officer of the Corporation, shall be eligible
for re-election as a
<PAGE> 20
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director of the Corporation after such person shall no longer be an officer of
the Corporation or shall have attained the age of 65.
SECTION 2. Resignation and Removal of Directors: Any director of the
Corporation may resign and any director may be removed from office, but only in
accordance with the provisions of Article Fifth of the Corporation's Certificate
of Incorporation.
SECTION 3. Vacancies: Newly created directorships resulting from any
increase in the authorized number of directorships and vacancies on the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled by the Board of Directors in
accordance with the provisions of Article Fifth of the Corporation's Certificate
of Incorporation, and any director elected to fill any newly created
directorship or vacancy shall hold office for such term as is specified therein.
SECTION 4. Powers: The property, business and affairs of the
Corporation shall be managed by the directors who may exercise all power and do
all the things that may be done by the Corporation subject to provisions of law,
the statutes of the State of Connecticut, the Certificate of Incorporation,
these Bylaws and any vote of the stockholders.
SECTION 5. Committees: The Board of Directors, by the affirmative vote
of directors holding a majority of the number of directorships, may appoint from
the directors an executive committee and/or such other committees as it may deem
appropriate and may, to the extent permitted by law, delegate to such committees
any of the powers of the Board of Directors. A majority of the committee shall
have the power to act. All committees shall keep full records of their
proceedings and shall report the same to the Board of Directors.
<PAGE> 21
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SECTION 6. Compensation: The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as directors, or both. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
SECTION 7. Directors Emeritus: There shall be a class of Directors
Emeritus, eligibility for which shall be limited to those directors who have
served for thirty (30) or more consecutive years on the Board of Directors of
the Corporation or its predecessor companies and who, by reason of attaining the
age of seventy (70), have become ineligible for further election to the Board of
Directors of the Corporation. Election to the position of Director Emeritus
shall be for life, unless such a person earlier resigns, and shall be effective
upon the affirmative vote of a majority of directors present at a duly
constituted meeting of the Corporation's Board of Directors. The position of
Director Emeritus shall be in recognition of past contributions to the
Corporation, and any person so elected shall have no duties or responsibilities
to the Corporation. No Director Emeritus shall be entitled to vote on any matter
presented to the Board, nor shall any Director Emeritus be counted for the
purposes of determining a quorum. The Board of Directors by annual resolution
may invite one or more Directors Emeritus to attend Board meetings for the
succeeding twelve (12) months, in which event such person or persons shall be
compensated at the same rate paid to each director for attendance at such
meetings.
ARTICLE V
MEETINGS OF DIRECTORS
SECTION 1. Annual Meetings: A regular meeting of the Board of Directors
shall be held without notice immediately after the annual meeting of
stockholders, or as soon thereafter as
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convenient. At such meeting, the Board of Directors shall choose and appoint the
officers of the Corporation who shall hold their offices, subject to prior
removal by the Board of Directors, until the next annual meeting or until their
successors are chosen and qualify.
SECTION 2. Regular Meetings: All other regular meetings of the Board of
Directors may be held without notice at such date, time and place as the Board
of Directors may determine and fix by resolutions.
SECTION 3. Special Meetings: Special meetings of the Board of Directors
may be held upon call of the President, or upon call of any one (1) or more
directors.
SECTION 4. Notice: Written or oral notice of the date, time and place
of all special meetings of the Board of Directors shall be given to each
director personally or mailed to his/her residence or usual place of business at
least two (2) days prior to the date of the meeting, provided that any one or
more directors, as to himself or themselves, may waive such notice in writing
before or after a meeting or by attendance without protest at such meeting.
SECTION 5. Quorum: Directors holding a majority of the number of
directorships shall constitute a quorum. Except as otherwise provided by law,
the Certificate of Incorporation or these Bylaws, all questions shall be decided
by vote of a majority of the directors present at any meeting of the Board of
Directors at which a quorum is present.
SECTION 6. Director Participation in Meeting By Telephone: A director
may participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment enabling all directors
participating in the meeting to hear one another, and participation in a meeting
pursuant to this Article V, Section 6 shall constitute presence in person at
such meeting.
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SECTION 7. Directors' Action Without Meeting: If all the directors
severally or collectively consent in writing to any action taken or to be taken
by the Corporation, such action shall be as valid as though it has been
authorized at a meeting of the Board of Directors. The Secretary of the
Corporation shall file such consent or consents with the minutes of the meeting
of the Board of Directors.
ARTICLE VI
OFFICERS
SECTION 1. Title, Election and Duties: The Board of Directors shall
appoint a President, one or more Vice Presidents, a Secretary, a Treasurer and
such other officers as the Board of Directors may from time to time deem
appropriate. The duties of the officers of the Corporation shall be such as are
specified below and such as usually pertain to such offices, as well as such as
may be prescribed from time to time by the Board of Directors.
SECTION 2. President: The President shall preside at all meetings of
the Board of Directors and stockholders, shall have general charge and direction
of the business of the Corporation and shall perform such other duties as are
properly required of him by the Board of Directors.
SECTION 3. Vice President: A Vice President shall act in the place of
the President in the event of the absence or incapacity of the President and
shall have such other duties as may from time to time be prescribed by the Board
of Directors.
SECTION 4. Secretary: The Secretary shall keep the minutes of the
meetings of stockholders and the Board of Directors and shall give notice of all
such meetings as required in these Bylaws. He shall have custody of such
minutes, the seal of the Corporation and the stock
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certificate records of the Corporation, except to the extent some other person
is authorized to have custody and possession thereof by a resolution by the
Board of Directors.
SECTION 5. Treasurer: The Treasurer shall keep the fiscal accounts of
the Corporation including an account of all moneys received or disbursed.
ARTICLE VII
SEAL
The corporate seal shall consist of a circular disc with the name of
the Corporation and the words "Connecticut" and "Seal" thereon.
ARTICLE VIII
[RESERVED]
ARTICLE IX
AMENDMENTS
These Bylaws may be amended, added to, rescinded or repealed by the
affirmative vote of directors holding a majority of the authorized directorships
or by the affirmative vote of a majority of the voting power of the shares
entitled to vote thereon, provided notice of the proposed change was given in
the notice of the meeting, or, in the case of a meeting of the Board of
Directors, in a notice given not less than two (2) days prior to the meeting;
provided, however, that, notwithstanding any other provisions of these Bylaws or
any provisions of law or the Corporation's Certificate of
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Incorporation which might otherwise permit a less vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the Voting Stock (as that term is defined in Article Fifth of the
Corporation's Certificate of Incorporation) required by law, the Corporation's
Certificate of Incorporation or these Bylaws, the affirmative vote of the
holders of at least 80 percent of the combined voting power of all the
then-outstanding shares of the Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal Sections 2, 3, or 7 of ARTICLE II of
these Bylaws, Section 1, 2 or 3 of ARTICLE IV of these Bylaws or this proviso in
this ARTICLE IX.
ARTICLE IX
REFERENCES
Reference in these Bylaws to a provision of the General Statutes of
Connecticut or any provision of Connecticut law set forth in such Statutes is to
such provision of the General Statutes of Connecticut, Revision of 1958, as
amended, or the corresponding provision(s) of any subsequent Connecticut law.
Reference in these Bylaws to a provision of the Connecticut Business Corporation
Act is to such provision of the codification in the Connecticut General Statutes
of the Connecticut Business Corporation Act, as amended, or the corresponding
provision(s) of any subsequent Connecticut law.
<PAGE> 1
EXHIBIT 3.4
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
of
THE CONNECTICUT WATER COMPANY
FIRST: The name of the corporation is THE CONNECTICUT WATER
COMPANY (the "Corporation").
SECOND: The Corporation is to be located in the Town of Clinton, County
of Middlesex and State of Connecticut.
THIRD: The nature of the business to be transacted by the Corporation
shall be that of a water company and any other business permitted to be
transacted by a corporation formed under the Connecticut Business Corporation
Act, and the Corporation may engage in any lawful act or activity for which
corporations may be formed under the Connecticut Business Corporation Act. The
Corporation shall have all of the powers granted to business corporations under
the Connecticut Business Corporation Act. In addition, the Corporation shall
have all of the powers, rights and franchises granted to Connecticut public
service companies or water companies generally, or specially granted to the
Corporation or any company from which the Corporation has acquired such powers,
rights and franchises through merger, acquisition or otherwise (such companies
hereinafter referred to as "constituent companies"), by the provisions of the
Connecticut General Statutes or Connecticut Special Acts, including, without
limitation, the powers, rights and franchises, whether of a public or private
nature, and the special rights, privileges and immunities, to engage in any
business and to carry on its business in any area granted to the Corporation or
its constituent companies by the provisions of the Connecticut Special Acts
listed in Exhibit A to this Certificate of Incorporation, any other Connecticut
Special Acts now or hereafter granted to or acquired by the Corporation or any
companies which may now or hereafter be constituent companies of the
Corporation, and any supplements or amendments to any of said Connecticut
Special Acts, and the Corporation shall continue to be entitled to such
franchises and special rights, privileges and immunities without reciting such
provisions in this Certificate of Incorporation.
FOURTH: The Board of Directors of the Corporation, when evaluating any
offer of another party (i) to make a tender or exchange offer for any equity
security of the Corporation, (ii) to merge or consolidate the Corporation with
or into another corporation, or (iii) to purchase or otherwise acquire all or a
substantial part of the properties and assets of the Corporation or any of its
subsidiaries, may, in connection with the exercise of its judgment in
determining what it reasonably believes is in the best interests of the
Corporation as a whole, give consideration to all
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such factors as the Board of Directors determines to be relevant, including,
without limitation:
1. interests of the Corporation's stockholders, long-term as
well as short- term, including the possibility that those interests may be best
served by the continued independence of the Corporation;
2. the interests of the customers of the Corporation;
3. whether the proposed transaction might violate federal or
state law;
4. the form and amount of consideration being offered in the
proposed transaction not only in relation to the then-current market price for
the outstanding capital stock of the Corporation, but also in relation to the
market price for the capital stock of the Corporation over a period of years,
the estimated price that might be achieved in a negotiated sale of the
Corporation or Connecticut Water Service, Inc. as a whole or in part to either
public or private entities or through orderly liquidation, the estimated further
value of the Corporation, the premiums over market price paid for the securities
of other corporations in similar transactions, current political, economic and
other factors bearing on securities prices, and the Corporation's financial
condition and future prospects; and
5. the social, legal and economic effects upon employees,
customers, suppliers and others having similar relationships with the
Corporation or Connecticut Water Service, Inc., and the communities in which the
Corporation and Connecticut Water Service, Inc. conduct business, including,
without limitation, the public interest obligations imposed on the Corporation
as an operating public utility and the effect or impact of any such transaction
on the ability of the Corporation, any subsidiaries or any successor entity to
provide prudent, adequate and effective water supply service to the areas served
by the Corporation.
In connection with such evaluation, the Board of Directors may conduct
such investigations and engage in such legal proceedings as the Board of
Directors may determine.
FIFTH: The personal liability of any person who is or was a Director of
the Corporation to the Corporation or its stockholders for monetary damages for
breach of duty as a Director is hereby limited to the amount of the compensation
received by the Director for serving the Corporation during the year or years in
which the violation occurred so long as such breach did not (i) involve a
knowing and culpable violation of law by the Director, (ii) enable the Director
or an associate, as defined in Section 33-840 of the Connecticut General
Statutes, to receive an improper personal economic gain, (iii) show a lack of
good faith and a conscious disregard for the duty of the Director to the
Corporation under circumstances in which the Director was aware that his or her
conduct or omission created an unjustifiable risk of serious
<PAGE> 3
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injury to the Corporation, (iv) constitute a sustained and unexcused pattern of
inattention that amounted to an abdication of the Director's duty to the
Corporation, or (v) create liability under Section 33-757 of the Connecticut
General Statutes. Any lawful repeal or modification of this provision of the
Certificate of Incorporation of the Corporation by the stockholders and the
Board of Directors of the Corporation shall not adversely affect any right or
protection of a person who is or was a Director of the Corporation existing at
or prior to the time of such repeal or modification.
SIXTH: A. The Corporation shall, to the fullest extent permitted by
law, indemnify its Directors from and against any and all of the liabilities,
expenses and other matters referred to in or covered by the Connecticut Business
Corporation Act. In furtherance and not in limitation thereof, the Corporation
shall indemnify each Director for liability, as defined in subsection (5) of
Section 33-770 of the Connecticut General Statutes, to any person for any action
taken, or any failure to take any action, as a Director, except liability that
(i) involved a knowing and culpable violation of law by the Director, (ii)
enabled the Director or an associate, as defined in Section 33-840 of the
Connecticut General Statutes, to receive an improper personal economic gain,
(iii) showed a lack of good faith and a conscious disregard for the duty of the
Director to the Corporation under circumstances in which the Director was aware
that his or her conduct or omission created an unjustifiable risk of serious
injury to the Corporation, (iv) constituted a sustained and unexcused pattern of
inattention that amounted to an abdication of the Director's duty to the
Corporation, or (v) created liability under Section 33-757 of the Connecticut
General Statutes; provided that nothing in this sentence shall affect the
indemnification of or advance of expenses to a Director for any liability
stemming from acts or omissions occurring prior to the effective date of this
Article SIXTH.
The Corporation shall indemnify each officer of the Corporation who is
not a Director, or who is a Director but is made a party to a proceeding in his
or her capacity solely as an officer, to the same extent as the Corporation is
permitted to provide the same to a Director, and may indemnify such persons to
the extent permitted by Section 33-776 of the Connecticut General Statutes.
The indemnification provided for herein shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested Directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a Director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.
B. Expenses incurred by a Director or officer of the Corporation in
defending a civil or criminal action, suit or proceeding shall be paid for or
reimbursed by the Corporation
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to the fullest extent permitted by law in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such Director or officer to repay such amount if it shall be ultimately
determined that such Director or officer is not entitled to be indemnified by
the Corporation.
C. The Corporation may indemnify and pay for or reimburse the expenses
of employees and agents not otherwise entitled to indemnification pursuant to
this Article SIXTH on such terms and conditions as may be established by the
Board of Directors.
D. No amendment to or repeal of this Article SIXTH shall apply to or
have any effect on the indemnification of any Director, officer, employee or
agent of the Corporation for or with respect to any acts or omissions of such
Director, officer, employee or agent occurring prior to such amendment or
repeal, nor shall any such amendment or repeal apply to or have any effect on
the obligations of the Corporation to pay for or reimburse in advance expenses
incurred by a Director, officer, employee or agent of the Corporation in
defending any action, suit or proceeding arising out of or with respect to any
acts or omissions occurring prior to such amendment or repeal.
SEVENTH: The amount of the capital stock of the Corporation hereby
authorized is (a) $5,000,000, divided into 50,000 shares of Cumulative Preferred
Stock of the par value of $100 each, and (b) 1,000,000 shares of Common Stock
without par value.
A. The voting powers, restrictions and qualifications of the Common
Stock shall be as follows:
1. The holders of the Common Stock shall each be entitled to
one (1) vote per share.
2. No holder of Common Stock shall be entitled as such as a
matter of right to subscribe for or purchase any part of any stock of any class
of the Corporation or securities convertible into such stock now or hereafter
authorized or issued.
B. The general preferences, voting powers, restrictions and
qualifications of the Cumulative Preferred Stock of the par value of $100 per
share (hereinafter called the "Preferred Stock") shall be as follows:
1. Authorized Amount of Preferred Stock. The authorized amount
of Preferred Stock subject to this Article SEVENTH, unless increased in
accordance with the provisions of this Certificate of Incorporation, shall be
$5,000,000, consisting of 50,000 shares of the par value of $100 per share. Said
shares may, subject to the provisions of this Article
<PAGE> 5
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SEVENTH, be issued from time to time in one or more series in such amounts, on
such terms and for such considerations as may be determined and authorized by
the requisite vote of the stockholders or of the Board of Directors. The series
designation, dividend rate, redemption prices, and other special rights, if any,
of each series of the Preferred Stock shall be as determined and authorized by
the requisite vote of the stockholders or of the Board of Directors.
All shares of Preferred Stock shall be of equal rank with each other,
regardless of series, and all shares thereof shall be identical except as to the
above referenced special rights, and in respect to any or all of which there may
be variation between different series as fixed and determined by the requisite
vote of the stockholders of the Board of Directors. All shares of Preferred
Stock of any one series shall be identical with each other in all respects.
2. Dividends. The holders of any series of the Preferred Stock
shall receive, when declared by the Board of Directors, preferential dividends
at the rate provided for such series and payable quarterly on such dividend
payment dates in each year as the stockholders or said Board may determine, such
dividends to be payable to Preferred Stockholders of record on such dates as may
be fixed by vote of the stockholders or of the Board of Directors, but not more
than forty-five (45) days before each dividend payment date.
Dividends on each share of the Preferred Stock shall be cumulative from
the date of issue thereof or from such date as the stockholders or Board of
Directors may determine.
Unless full cumulative dividends to the last preceding dividend payment
date shall have been paid or set apart for payment on all outstanding shares of
Preferred Stock, no dividend (other than a dividend in shares of junior stock)
shall be paid on any junior stock. The term "junior stock" as used herein means
Common Stock or any other stock of the Corporation subordinate to the Preferred
Stock in respect of dividends or payments in liquidation.
So long as any shares of the Preferred Stock shall be outstanding, the
Corporation will not apply any sum to the redemption, retirement or purchase of
any share of any junior stock nor to the payment of any dividend or other
disbursement thereon (exclusive of dividends payable in its junior stock), if,
after such application shall have been made, the aggregate of such sum and all
sums so applied since December 31, 1974, would exceed the aggregate of its net
income since said date (treated as one accounting period), plus $500,000;
provided, however, that nothing herein contained shall be construed so as to
prevent the Corporation from retiring any shares of its junior stock in exchange
for the issue of additional shares of its junior stock, or from redeeming,
retiring or from purchasing shares of its junior stock to the extent of the cash
proceeds received from the sale of any such additional shares.
So long as any shares of the Preferred Stock shall be outstanding the
Corporation will not
<PAGE> 6
-6-
limit or restrict the payment of dividends on, or the making of any sinking fund
payments on account of, any series of the Preferred Stock unless an amount equal
to the total of the dividend requirement and sinking fund requirement on all
outstanding shares of Preferred Stock for a period of one (1) year is excluded
from such limitation or restriction on the payment of dividends or the making of
sinking fund payments.
3. Redemption or Purchase of Preferred Stock. Except as may be
otherwise provided with respect to any particular series of the Preferred Stock,
all or any part of any series of the Preferred Stock at any time outstanding may
be redeemed by vote of the Board of Directors at any time or by the operation of
a sinking fund, if any, at the then current redemption price provided for such
series and in the manner hereinbelow provided and without redeeming any part or
all of any other series of the Preferred Stock. If less than all of any series
of the Preferred Stock is to be redeemed, the transfer agent shall determine by
lot or in some other proper manner approved by the Board of Directors the shares
of such series of Preferred Stock to be redeemed.
Except for redemption effected by the operation of a sinking fund, no
redemption of less than all of the Preferred Stock outstanding shall be made
without setting aside an amount equal to the dividends accumulated to the
dividend payment date next following the redemption date fixed in such call on
all of the Preferred Stock then outstanding and not called, or to such
redemption date, if such date is a dividend payment date.
The sums payable in respect of any Preferred Stock to be redeemed shall
be payable at the office of a Connecticut incorporated bank or trust company in
good standing having a capital and surplus of not less than $1,000,000. Notice
of the redemption, stating the redemption date and the place where the
redemption price of the stock to be redeemed is payable, shall be mailed not
less than thirty (30) days before the redemption date to each holder of stock so
to be redeemed at his address as it appears upon the books of the Corporation.
The Corporation shall, before the redemption date, deposit with said
bank or trust company all sums payable with respect to the Preferred Stock so
called. After such mailing and deposit the holders of the Preferred Stock to be
redeemed shall cease to have any right to future dividends or other rights or
privileges as stockholders in respect of such stock and shall be entitled to
look for payment on and after the redemption date only to the sums so deposited
with said bank or trust company for their respective accounts. Stock so redeemed
may be reissued but only subject to the limitations imposed by this Article
SEVENTH upon the issue of Preferred Stock.
Except as may be otherwise provided with respect to any particular
series of the Preferred Stock at any time when there is no default in the
payment of any dividend on the Preferred Stock
<PAGE> 7
-7-
and there is no event of default within the meaning of Subparagraph 5 of
Paragraph B of this Article SEVENTH, the Corporation may purchase all or any of
the then outstanding shares of the Preferred Stock of any series upon the best
terms reasonably obtainable, but not exceeding the then current redemption price
of such shares.
4. Amounts Payable on Liquidation. The holders of any series
of the Preferred Stock shall receive upon any voluntary liquidation, dissolution
or winding-up of the Corporation the then current redemption price (other than
any sinking fund redemption price) of the series in question and if such action
is involuntary, $100 per share, plus in each case all dividends accrued and
unpaid to the date of such payment, before any payment in liquidation is made on
any junior stock.
If the net assets of the Corporation available for distribution on
liquidation to the holders of the Preferred Stock shall be insufficient to pay
said amount in full, then such net assets shall be distributed pro rata among
the holders of the Preferred Stock to the extent available.
5. Voting Powers. Except as provided in this Article SEVENTH
and as provided by law, the holders of the Preferred Stock shall have no voting
power or right to notice of any meeting.
Whenever dividends on any share of the Preferred Stock shall be in
arrears in an amount equal to or exceeding four (4) quarterly dividend payments,
or whenever the Corporation shall fail to meet fully any sinking fund obligation
of any series of the Preferred Stock, or whenever there shall have occurred some
default in the observance of any of the provisions of this Article SEVENTH, or
some default on which action has been taken by debenture holders, bondholders or
the trustee of any deed of trust or indenture of mortgage of the Corporation, or
whenever the Corporation shall have been declared bankrupt or a receiver of its
property shall have been appointed (any of said conditions being herein called
an "event of default"), then the holders of the Preferred Stock shall be given
notice of all stockholders' meetings and shall have the right, voting together
as a class, to elect the largest number of Directors constituting a minority of
the members of the Board of Directors of the Corporation, but in not event less
than two (2). After all arrears of dividends shall have been paid and all
sinking fund obligations shall have been fully met, and any event of default
shall have terminated, all the rights and powers of the holders of the Preferred
Stock to receive notice and to so vote shall continue for one (1) year
thereafter but shall at the end of such one (1) year period, cease, subject to
being again revived on any subsequent event of default.
When the holders of the Preferred Stock shall have acquired the right
to elect a minority of the Board of Directors, or such right shall cease, the
Corporation shall, promptly after the first delivery to the Corporation of a
written request therefor by any stockholder, cause a meeting of
<PAGE> 8
-8-
the stockholders to be held not less than forty-five (45) days nor more than
ninety (90) days after the delivery of such request for the purpose of electing
a new Board of Directors. Forthwith, upon the election and qualification of the
new Board of Directors, the terms of office of the existing Directors shall
terminate.
6. Action Requiring Consent of Preferred Stockholders. The
dividend rate or the amounts payable upon redemption or liquidation with respect
to any share of the Preferred Stock outstanding shall not be reduced without the
consent of the holder of such share.
Without the consent of the holders of two-thirds (2/3) of the total
number of shares of the Preferred Stock outstanding, the Corporation shall not:
(a) Change the general preferences, voting powers,
restrictions and qualifications of the Preferred Stock, but no other consent
shall be required for such a change.
(b) Issue any additional shares, or reissue any
reacquired shares, of Preferred Stock or of any other stock ranking on a parity
with the Preferred Stock as to dividends or assets, for any purpose other than
to refinance Preferred Stock or stock ranking on a parity with Preferred Stock
as to dividends or assets at the time outstanding to an amount not exceeding the
aggregate amount payable thereon upon involuntary liquidation, unless:
(i) the gross income of the Corporation
(computed in accordance with the Uniform Systems of Accounts prescribed by the
Department of Public Utility Control of the State of Connecticut or any
regulatory body which may succeed to the jurisdiction of said Department of
Public Utility Control) for twelve (12) consecutive calendar months ending not
more than ninety (90) days before the date of such issuance is equal to at least
one and one-half (1 1/2) times the aggregate of the annual interest charges on
all outstanding long-term indebtedness of the Corporation (excluding interest
charges on such indebtedness to be retired by the application of the proceeds
from the issuance of such shares) and the annual dividend requirements on all
Preferred Stock (including dividend requirements on any class of stock ranking
on a parity with the outstanding Preferred Stock, as to dividends or assets),
which will be outstanding immediately after the issuance of such shares; and
(ii) immediately after the issuance of such
shares the aggregate of (A) the par value of the Corporation's Preferred Stock
and (B) the principal amount of all long-term indebtedness, is not more than
seventy percent (70%) of the aggregate of (x) the principal amount of all
long-term indebtedness, (y) the par value of, or stated capital represented by
the Corporation's outstanding Preferred Stock and junior stock, and (z) the
amount of the Corporation's surplus (both capital and earned ) as stated on the
Corporation's books.
<PAGE> 9
-9-
7. Merger, Consolidation or Sale of All Assets. With the
approval of the holders of that number of shares of the Preferred Stock as may
be required by law, the Corporation may merge or consolidate with or be merged
into any other corporation, or sell or mortgage substantially all of its assets
subject to the provisions, if any, of any indenture of mortgage or deed of trust
or charter of the Corporation, or of any applicable law, provided that no such
merger or consolidation may be effected if as a result thereof any shares of
stock ranking prior to the Preferred Stock as to dividends or assets would be
and remain outstanding.
8. No Preemptive Right. The holders of the Preferred Stock
shall have no preemptive right to subscribe to any future issue of additional
shares of the Preferred Stock or of any other preferred stock or of Common Stock
or of any other class of stock now or hereafter authorized, or to any future
issue of bonds, debentures, notes or other evidences of indebtedness, whether or
not convertible into stock.
9. Immunity of Directors, Officers and Agents. No Director,
officer or agent of the Corporation shall be held personally responsible for any
action taken in good faith though subsequently adjudged to be in violation of
this Article SEVENTH.
10. Transfer Agent. The Corporation shall always have at least
one (1) transfer agent for the Preferred Stock, which may be the Corporation or
a Connecticut incorporated bank or trust company of good standing having a
capital and surplus of not less than $1,000,000.
EIGHTH: Reference in this Certificate of Incorporation to a provision
of the General Statutes of Connecticut or any provision of Connecticut law set
forth in such Statutes is to such provision of the General Statutes of
Connecticut, Revision of 1958, as amended, or the corresponding provision(s) of
any subsequent Connecticut law. Reference in this Certificate of Incorporation
to a provision of the Connecticut Business Corporation Act is to such provision
of the codification in the Connecticut General Statutes of the Connecticut
Business Corporation Act, as amended, or the corresponding provision(s) of any
subsequent Connecticut law. Reference in this Certificate of Incorporation to a
provision of the Internal Revenue Code is to such provision of the Internal
Revenue Code of 1986, as amended, or the corresponding provision(s) of any
subsequent federal income tax law.
<PAGE> 10
Exhibit A to the Amended and Restated
Certificate of Incorporation of
The Connecticut Water Company
TABLE OF CONNECTICUT SPECIAL ACTS
GRANTING RIGHTS, POWERS AND FRANCHISES TO
THE CONNECTICUT WATER COMPANY
AND ITS CONSTITUENT COMPANIES
TITLE DATE OF VOLUME OF THE PAGE
APPROVAL COMPILED
SPECIAL LAWS
OF
CONNECTICUT
OR
CONNECTICUT
SPECIAL ACTS
1. THE CONNECTICUT WATER COMPANY, FORMERLY THE CONNECTICUT
WATER AND GAS COMPANY
An Act Incorporating The
Connecticut Water and Gas
Company 07/23/1945 Vol. XXIV P. 741
An Act Amending the Charter
of The Connecticut Water
Company 05/22/1957 Vol. XXVIII P. 404
2. THE MADISON WATER COMPANY
Incorporating The Madison
Water Company 04/19/1893 Vol. XI P. 253
Amending the Charter of the
Guilford Water Company 03/29/1895 Vol. XII P. 115
3. THE CHESTER WATER SUPPLY COMPANY
Incorporating The Chester
Water Supply Company 07/06/1895 Vol. XII P. 607
<PAGE> 11
-2-
TITLE DATE OF VOLUME OF THE PAGE
APPROVAL COMPILED
SPECIAL LAWS
OF
CONNECTICUT
OR
CONNECTICUT
SPECIAL ACTS
Amending the Charters of the 05/03/1901 Vol. XIII P. 758
Deep River Water Supply
Company and The Chester
Water Supply Company
4. DEEP RIVER WATER SUPPLY COMPANY
Incorporating the Deep River 07/04/1895 Vol. XII P. 601
Water Supply Company
Amending the Charters of the 05/03/1901 Vol. XIII P. 758
Deep River Water Supply
Company and The Chester
Water Supply Company
5. CLINTON WATER COMPANY
Incorporating the Clinton 04/14/1893 Vol. XI P. 241
Water Company
Amending the Charter of the 03/29/1895 Vol. XII P. 115
Guilford Water Company
6. THE CHESTER WATER COMPANY
Amending the Charters of the 07/11/1907 Vol. XV P. 354
Guilford Water Company and
The Chester Water Company
7. GUILFORD WATER COMPANY
Incorporating the Guilford 03/16/1893 Vol. XI P. 58
Water Company
<PAGE> 12
-3-
TITLE DATE OF VOLUME OF THE PAGE
APPROVAL COMPILED
SPECIAL LAWS
OF
CONNECTICUT
OR
CONNECTICUT
SPECIAL ACTS
Amending the Charter of the 03/29/1895 Vol. XII P. 115
Guilford Water Company
Amending the Charters of the 07/11/1907 Vol. XV P. 354
Guilford Water Company and
The Chester Water Company
8. GUILFORD-CHESTER WATER COMPANY
An Act Authorizing the 05/24/1923 Vol. XIX P. 257
Guilford-Chester Water
Company to Issue Bonds
An Act Concerning Increase of 06/22/1927 Vol. XX P. 360
Capital Stock of the Guilford-
Chester Water Company
An Act Authorizing the 06/12/1929 Vol. XX P. 865
Guilford-Chester Water
Company to Increase its
Capital Stock
An Act Authorizing the 06/17/1935 Vol. XXII P. 314
Guilford-Chester Water
Company to Increase its
Capital Stock
An Act Amending the Charter 06/02/1955 Vol. XXVII P. 206
of Guilford-Chester Water
Company, Concerning
Issuance of Stock and Bonds
<PAGE> 13
-4-
TITLE DATE OF VOLUME OF THE PAGE
APPROVAL COMPILED
SPECIAL LAWS
OF
CONNECTICUT
OR
CONNECTICUT
SPECIAL ACTS
9. THE NAUGATUCK WATER COMPANY
Incorporating The Naugatuck 05/19/1887 Vol. X P. 751
Water Company
Authorizing The Naugatuck 05/25/1893 Vol. XI P. 385
Water Company to Increase its
Capital Stock
Amending the Charter of The 07/06/1895 Vol. XII P. 622
Naugatuck Water Company
Increasing the Capital Stock of 03/28/1901 Vol. XIII P. 640
The Naugatuck Water
Company
Authorizing an Increase in the 03/13/1909 Vol. XV P. 719
Capital Stock of The
Naugatuck Water Company
An Act Authorizing The 06/16/1937 Vol. XXII P. 868
Naugatuck Water Company to
Increase its Capital Stock and
Validating Previous Stock
Issues
An Act Authorizing The 09/24/1953 Vol. XXVI P. 876
Naugatuck Water Company to
Increase its Capital Stock
An Act Concerning the 12/20/1955 Vol. XXVII P. 764
Charter of The Naugatuck
Water Company, Concerning
the Borrowing of Money
<PAGE> 14
-5-
TITLE DATE OF VOLUME OF THE PAGE
APPROVAL COMPILED
SPECIAL LAWS
OF
CONNECTICUT
OR
CONNECTICUT
SPECIAL ACTS
10. BROAD BROOK WATER COMPANY
An Act Concerning Creation 06/16/1959 Vol. XXIX P. 351
of the Broad Brook Water
Company
An Act Amending the Charter 04/25/1961 Vol. XXX P. 21
of the Broad Brook Water
Company
11. THE COLLINSVILLE WATER COMPANY
Incorporating The Collinsville 06/17/1901 Vol. XIII P. 1213
Water Company
Extending the Time for 04/29/1903 Vol. XIV P. 121
Organizing The Collinsville
Water Company
Amending the Charter of The 03/30/1909 Vol. XV P. 639
Collinsville Water Company
12. THE ROCKVILLE WATER AND AQUEDUCT COMPANY
Incorporating The Rockville 03/01/1893 Vol. XI P. 27
Water and Aqueduct Company
Authorizing The Rockville 05/05/1893 Vol. XI P. 422
Water and Aqueduct Company
to Issue Bonds
Amending the Charter of The 05/18/1893 Vol. XI P. 511
Rockville Water and Aqueduct
Company
<PAGE> 15
-6-
TITLE DATE OF VOLUME OF THE PAGE
APPROVAL COMPILED
SPECIAL LAWS
OF
CONNECTICUT
OR
CONNECTICUT
SPECIAL ACTS
Amending the Charter of The 04/17/1901 Vol. XIII P. 705
Rockville Water and Aqueduct
Company
Amending A Resolution 05/18/1905 Vol. XIV P. 677
Authorizing The Rockville
Water and Aqueduct Company
to Issue Bonds
An Act Authorizing the 04/19/1923 Vol. XIX P. 138
Rockville Water and Aqueduct
Company to Issue Bonds
An Act Authorizing the 05/05/1955 Vol. XXVII P. 138
Military Department to Enter
into an Agreement with The
Rockville Water and Aqueduct
Company Concerning the
Installation and Maintenance
of a Water Main
An Act Authorizing the City of 06/17/1957 Vol. XXVIII P. 891
Rockville to Purchase the
Rockville Water and Aqueduct
Company
An Act Amending the Charter 06/29/1959 Vol. XXIX P. 484
of The Rockville Water and
Aqueduct Company
13. TERRYVILLE WATER COMPANY
Incorporating the Terryville 05/25/1893 Vol. XI P. 568
Water Company
<PAGE> 16
-7-
TITLE DATE OF VOLUME OF THE PAGE
APPROVAL COMPILED
SPECIAL LAWS
OF
CONNECTICUT
OR
CONNECTICUT
SPECIAL ACTS
Extending the Time for the 02/25/1897 Vol. XII P. 664
Organization of the Terryville
Water Company
Authorizing the Terryville 04/14/1909 Vol. XV P. 648
Water Company to Increase its
Capital Stock
An Act Amending the Charter 04/13/1917 Vol. XVII P. 864
of the Terryville Water
Company
An Act Making Operative and 03/24/1921 Vol. XVIII P. 365
Validating the Charter of the
Terryville Water Company
An Act Amending the Charter 03/24/1921 Vol. XVIII P. 366
of the Terryville Water
Company
An Act Authorizing the 05/13/1953 Vol. XXVI P. 852
Terryville Water Company to
Increase its Capital Stock
An Act Extending the Time 06/02/1955 Vol. XXVII P. 203
for Accepting an Amendment
to the Charter of the Terryville
Water Company
An Act Amending the Charter 06/29/1959 Vol. XXIX P. 548
of the Terryville Water
Company
<PAGE> 17
-8-
TITLE DATE OF VOLUME OF THE PAGE
APPROVAL COMPILED
SPECIAL LAWS
OF
CONNECTICUT
OR
CONNECTICUT
SPECIAL ACTS
14. THE THOMASTON WATER COMPANY
Incorporating The Thomaston 03/25/1879 Vol. VIII P. 269
Water Company
An Act Authorizing The 04/13/1921 Vol. XVIII P. 411
Thomaston Water Company to
Increase its Capital Stock
An Act Extending the Time 03/18/1927 Vol. XX P. 34
within which The Thomaston
Water Company May Accept
an Amendment to its Charter
An Act Amending the Charter 04/09/1937 Vol. XXII P. 613
of The Thomaston Water
Company
An Act Amending the Charter 06/29/1959 Vol. XXIX P. 549
of The Thomaston Water
Company
15. THE PINE KNOB WATER COMPANY
An Act Incorporating The Pine 06/03/1963 Vol. XXXI P. 71
Knob Water Company
16. VERNON WATER COMPANY
An Act Concerning the 06/16/1959 Vol. XXIX P. 470
Creation of the Vernon Water
Company
<PAGE> 18
-9-
TITLE DATE OF VOLUME OF THE PAGE
APPROVAL COMPILED
SPECIAL LAWS
OF
CONNECTICUT
OR
CONNECTICUT
SPECIAL ACTS
17. THE UNIONVILLE WATER COMPANY
Incorporating the Unionville 5/25/1860 Vol. V p. 343
Water Company
Incorporating The Unionville 03/10/1893 Vol. XI P. 35
Water Company
An Act Amending the Charter 4/28/53 Vol. XXVI P. 747
of the Unionville Water
Company
An Act Amending the Charter 12/20/1955 Vol. XXVII P. 738
of The Unionville Water
Company, Providing for an
Increase of its Capital Stock
An Act Amending the Charter 05/21/1971 Vol. XXXV P. 50
of The Unionville Water
Company Regarding the
Issuance of Bonds
18. THE VILLAGE WATER COMPANY OF SIMSBURY
Incorporating the Village 5/15/03 Vol. XIV P. 196
Water Company of Simsbury
An Act Amending the Charter 5/1/23 Vol. XIX P. 154
of the Village Water Company
An Act Extending the Time 4/2/25 Vol. XIX P. 654
Within Which the Village
Water Company of Simsbury
May Accept an Amendment to
its Charter.
<PAGE> 19
-10-
TITLE DATE OF VOLUME OF THE PAGE
APPROVAL COMPILED
SPECIAL LAWS
OF
CONNECTICUT
OR
CONNECTICUT
SPECIAL ACTS
19. THE ELLINGTON WATER COMPANY
An Act Incorporating the 4/1/15 Vol. XVII P. 90
Ellington Water Company
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