REGISTRATION NO. 33-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIRMINGHAM UTILITIES, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-0878647
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
230 Beaver Street
Ansonia, Connecticut 06401
(203) 735-1888
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
PAUL V. ERWIN
Treasurer
Birmingham Utilities, Inc.
230 Beaver Street
Ansonia, Connecticut 06401
(203) 735-1888
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
ROBERT J. METZLER II, ESQUIRE
Tyler Cooper & Alcorn
CityPlace - 35th Floor
Hartford, Connecticut 06103-3488
Approximate date of commencement of proposed sale to the public: From time to
time following the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[X]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of shares Amount to be aggregate offering aggregate registration
to be registered registered price per unit* offering price fee
<S> <C> <C> <C> <C>
Common Stock,
no par value 70,000 shares $10.50 $735,000.00 $253.45
* Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act
of 1933 based on the average of high and low prices of the Common Stock reported on the NASDAQ Small-Cap Market
on June 6, 1995.
</TABLE>
________________________________
BIRMINGHAM UTILITIES, INC.
230 BEAVER STREET
ANSONIA, CONNECTICUT 06401
June 13, 1995
Dear Shareholder:
We are pleased to announce the adoption of the Birmingham Utilities, Inc.
Dividend Reinvestment Plan (the "Plan"), which provides shareholders with a
convenient way of purchasing additional shares in Birmingham Utilities, Inc. by
reinvesting their cash dividends in additional shares of Common Stock without
paying brokerage fees or other expenses. Enclosed you will find the Plan
Prospectus, written in a question and answer format, along with an enrollment
form which will make it easy for you to elect the to participate in the Plan.
I hope you will read the Plan Prospectus thoroughly. I think you will
agree that we are making every effort not only to increase the value of your
shares, but also to increase your convenience in being a shareholder of
Birmingham Utilities, Inc.
Sincerely,
Betsy Henley-Cohn
Chairwoman of the Board
PROSPECTUS
____________________
BIRMINGHAM UTILITIES, INC.
DIVIDEND REINVESTMENT PLAN
This Prospectus relates to 70,000 shares of Common Stock, no
par value per share (the "Common Stock"), of Birmingham Utilities,
Inc. (the "Company") registered for issuance and sale under the
Company's Dividend Reinvestment Plan (the "Plan"). The Plan
provides participants with a convenient method of purchasing shares
of Common Stock by reinvesting their cash dividends in additional
shares of Common Stock. An Enrollment Form is enclosed with this
Prospectus and may also be obtained from the Agent for the Plan or
the Company. The telephone number and address of the Agent and the
Company are set forth in Question 29.
Participants in the Plan may:
Automatically reinvest cash dividends on all or a portion
of the shares of Common Stock registered in their names
or held in their Plan accounts.
Deposit share certificates with the Plan's agent for
safekeeping.
Shares of Common Stock will be purchased by the agent for the
Plan from the Company. The purchase price per share of newly
issued shares of Common Stock purchased directly from the Company
through the Plan on any Investment Date (as such term is defined in
the Plan) will be the average of the high and low sales price of a
share of Common Stock on the NASDAQ Small-Cap Market as reported
for that date by NASDAQ or, if no sales price is reported for that
date, the average of the bid quotations for the Common Stock on
that date as reported by NASDAQ; provided, however, that if no such
sales or quotations are reported by NASDAQ for such Investment
Date, the purchase price of a share of Common Stock on such date
shall be the average of the high and low sales price or, if no
sales price is reported for that date, the average of the bid
quotations as reported by NASDAQ for the business day immediately
after that Investment Date on which such sales or quotations are
reported. No shares of Common Stock will be sold by the Company to
the Plan at less than the par value, if any, of such shares. The
last sales price of the Common Stock on June 6, 1995, on the NASDAQ
Small-Cap Market, was $10.50 per share.
Shareholders of the Company who do not choose to participate
in the Plan will receive cash dividends, as declared, in the usual
manner.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is June 13, 1995.
TABLE OF CONTENTS
Available Information..........................................1
Documents Incorporated by Reference............................1
Description of the Plan
Purpose............................................2
Advantages.........................................2
Administration.....................................3
Participation......................................4
Purchases..........................................6
Costs..............................................7
Taxes..............................................7
Reports to Participants............................8
Dividends on Fractions of Shares...................8
Certificates for Shares............................9
Termination of Participation......................10
Other Information.................................11
The Company...................................................13
Use of Proceeds...............................................13
Common Stock..................................................14
Dividends.....................................................14
Experts.......................................................15
Legal Opinions................................................15
Indemnification...............................................15
AVAILABLE INFORMATION
Birmingham Utilities, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934,
as amended (the "1934 Act") and in accordance therewith files
reports, proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the
Public Reference Room of the Commission, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the
Commission's regional offices at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and 75 Park Place, 14th
Floor, New York, New York 10007. Copies of this material can also
be obtained at prescribed rates from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated by reference in
this Prospectus:
(A) Annual Report on Form 10-K for the year ended
December 31, 1994;
(B) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
(C) Current Reports of Form 8-K dated April 12, 1995 and May
2, 1995;
(D) Proxy Statement, dated April 17, 1995, in connection
with the annual meeting of shareholders held on May
17, 1995.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any more recent incorporated document
modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of this
Prospectus has been delivered, on the written or oral request of
any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents. Requests for
such copies should be directed to Anne A. Hobson, Secretary,
Birmingham Utilities, Inc., 230 Beaver Street, Ansonia Connecticut
06401 (telephone: (203)735-1888).
BIRMINGHAM UTILITIES, INC.
DIVIDEND REINVESTMENT PLAN
DESCRIPTION OF THE PLAN
The following question and answer statement is the text of the
Dividend Reinvestment Plan (the "Plan") of Birmingham Utilities,
Inc. (the "Company"). The Plan was adopted by the Company's Board
of Directors, effective upon receipt of approval of the Plan by the
Connecticut Department of Public Utility Control on May 24, 1995.
There are 70,000 shares of the Company's Common Stock, no par value
per share (the "Common Stock") reserved for issuance and sale under
the Plan. Upon the allocation or issuance of 70,000 shares of
Common Stock under the Plan, the Plan will terminate.
PURPOSE:
1. What is the purpose of the Plan?
The purpose of the Plan is to provide the Company's
shareholders of record with a simple and convenient method of
purchasing shares of Common Stock by reinvesting cash dividends in
additional shares of the Common Stock without payment of any
brokerage commission or service charge. Purchases of newly issued
Common Stock under the Plan provide additional equity capital for
the Company.
ADVANTAGES:
2. What are the advantages of the Plan to participants?
(a) As a participant in the Plan, you may have cash
dividends on some or all of your shares automatically reinvested in
additional shares of Common Stock.
(b) You do not pay any brokerage commissions or service
charges in connection with purchases under the Plan.
(c) Your funds will be fully invested because the Plan
permits fractions of shares to be credited to your account.
Dividends on such fractions will be reinvested in additional shares
or fractions thereof and such shares credited to your account.
(d) Since the Agent that administers the Plan holds and acts
as custodian of shares purchased under the Plan, you may also elect
to deposit certificates for shares of Common Stock held in your
name with the Agent if you wish dividends to be reinvested on those
shares. This relieves you of the responsibility for the
safekeeping of certificates and protects you against loss, theft or
destruction of such certificates. Participants who wish to avail
themselves of the safekeeping feature of the Plan should mail their
certificates to American Stock Transfer & Trust Company, 40 Wall
Street - 46th Floor, New York, New York 10005, Attention: Dividend
Reinvestment Department - Birmingham Utilities, Inc. Certificates
should be sent by registered or certified mail, return receipt
requested, accompanied by a completed Enrollment Form specifying
that (i) the shares are furnished for safekeeping, and
(ii) dividends on all such shares are to be reinvested pursuant to
the Plan. The participant's aggregate account balance under the
Plan reflected on quarterly statements will include the shares
deposited for safekeeping.
(e) Regular statements of account will provide you with a
record of each transaction to simplify your recordkeeping.
ADMINISTRATION:
3. Who administers the Plan for participants?
American Stock Transfer & Trust Company (the "Agent") has been
designated by the Company to administer the Plan as agent for the
participants, to purchase and hold shares of Common Stock acquired
through the Plan, to keep records and send statements of account to
each participant and to perform other duties related to the Plan.
Shares purchased for you under the Plan will be held by or through
the Agent until termination of your participation in the Plan or
until a written request is received from you for withdrawal of all
or part of your shares. Shares purchased under the Plan and held
by the Agent will be registered in its name or the name of one of
its nominees. The Company may replace the Agent at any time. In
the event that the Agent should cease to administer the Plan, the
Company will make such other arrangements as it deems appropriate
for the administration of the Plan.
You may contact the Agent by writing to:
Birmingham Utilities, Inc. Dividend Reinvestment
Plan
c/o American Stock Transfer & Trust Company
Dividend Reinvestment Dept.
40 Wall Street - 46th Floor
New York, New York 10005
or by telephoning the Agent at (800) 278-4353 or (212) 936-5100
between 8:00 a.m. and 5:00 p.m. Eastern Time.
PARTICIPATION:
4. Who is eligible to participate?
All shareholders of the Company are eligible to participate in
the Plan. See Question 28 for information concerning termination
by the Company of participation by a Plan participant. If Common
Stock is registered in a street or nominee name and the beneficial
holder wishes to participate in the Plan, the beneficial holder
must either make appropriate arrangements with his or her broker to
participate in the Plan on the beneficial holder's behalf or have
all or part of such shares transferred to the beneficial holder's
name prior to enrolling in the Plan.
5. How does an eligible applicant participate in the Plan?
Eligible shareholders of the Company may join the Plan by
completing and signing an Enrollment Form and returning it to the
Agent. A return envelope is provided with the Enrollment Form for
this purpose. Where the Common Stock is registered in more than
one name (i.e., joint tenants, trustees, etc.), all registered
holders must sign the Enrollment Form.
6. Is partial participation possible under the Plan?
Yes. If you are a participant in the Plan and you want to
reinvest the dividends on only some of your shares, you must sign
the Enrollment Form and indicate the number of such shares under
the "Partial Dividend Reinvestment" option. See Question 8 below.
7. When may an eligible applicant join the Plan?
A shareholder of record may join the Plan at any time by
completing and signing an Enrollment Form and returning it to the
Agent. An Enrollment Form may be obtained by telephone or written
request to the Agent or the Company.
If the signed Enrollment Form is received by the Agent prior
to the record date for the next dividend payment, reinvestment of
your dividends will begin with the next dividend. If the
Enrollment Form arrives after this deadline, it will be necessary
to delay reinvestment until the next dividend payment. Dividends
have historically been paid at the end of March, June, September
and December. The dividend record date is generally ten days to
two weeks prior to the dividend payment date. Dividends will be
invested in Common Stock on the dividend payment date (an
"Investment Date").
8. What options are included in the Enrollment Form?
The Enrollment Form provides for the following options:
(A) "FULL DIVIDEND REINVESTMENT" -- the participant directs
the Company to pay to the Agent for reinvestment in accordance with
the Plan all cash dividends on all of the shares of Common Stock
then or subsequently registered in the participant's name.
(B) "PARTIAL DIVIDEND REINVESTMENT" -- the participant
directs the Company to pay to the Agent for reinvestment in
accordance with the Plan all cash dividends on that portion of
shares of Common Stock registered in the participant's name and
designated in the appropriate space on the Enrollment Form.
(C) "SAFEKEEPING" -- the participant may elect to deposit
certificates with the Agent for safekeeping and must elect to
reinvest dividends on all of such shares (i.e., all shares held for
safekeeping must participate in dividend reinvestment. In order to
elect partial dividend reinvestment, shares of Common Stock must be
registered in the participant's name and not credited to the
participant's account under the Plan as are shares held for
safekeeping).
Once you elect reinvestment, cash dividends paid on shares of
Common Stock registered in your name or held in your Account will
be reinvested in additional shares of Common Stock. If you have
specified partial reinvestment for shares registered in your name,
that portion of such dividend payment not being reinvested will be
sent to you by check in the usual manner.
9. How may a participant change reinvestment amounts under the
Plan?
As a participant, you may change your reinvestment levels at
any time by requesting a new Enrollment Form and returning it to
the Agent at the address set forth in Question 3.
A change in reinvestment amount will be effective as of the
Investment Date, provided that the participant's request is
received on or before the applicable dividend record date.
PURCHASES:
10. How does the Agent acquire the shares of Common Stock for the
Plan?
The Company will issue new Common Stock to the Agent.
11. What will be the price of shares purchased under the Plan?
The purchase price per share of newly issued shares of Common
Stock purchased directly from the Company through the Plan on any
Investment Date will be the average of the high and low sales price
of a share of Common Stock on the NASDAQ Small-Cap Market as
reported for that date by NASDAQ or, if no sales price is reported
for that date, the average of the bid quotations for the Common
Stock on that date as reported by NASDAQ; provided, however, that
if no such sales or quotations are reported by NASDAQ for such
Investment Date, the purchase price of a share of Common Stock on
such date shall be the average of the high and low sales price or,
if no sales price is reported for that date, the average of the bid
quotations as reported by NASDAQ for the business day immediately
after that Investment Date on which such sales or quotations are
reported. No shares of Common Stock will be sold by the Company to
the Plan at less than the par value, if any, of such shares.
The Agent will make every effort to invest funds in Common
Stock as soon as practicable on or after each Investment Date.
Shares acquired from the Company will be purchased for
participants' accounts as of the close of business on the relevant
Investment Date. Dividend and voting rights will commence upon
settlement, which is normally the date of purchase.
12. How many shares will be purchased for participants?
The number of shares purchased for you depends on the amount
of your reinvested dividends and the purchase price per share on
the Investment Date. Your account will be credited with that
number of shares, including fractions computed to three decimal
places, equal to the total amount of your reinvested dividends
divided by the applicable purchase price per share.
COSTS:
13. Are there any out-of-pocket costs to participants in
connection with purchases under the Plan?
The Company pays all costs of administration of the Plan.
There are no brokerage fees or commissions charged to participants
in connection with the purchase of shares under the Plan. See
Questions 17 and 20 regarding fees assessed for sales of Common
Stock.
TAXES:
14. What are the income tax consequences of participation in the
Plan?
Under federal tax law, reinvested cash dividends will be taxed
as ordinary income to the extent that cash would have been ordinary
income to such shareholder. Reinvestment of dividends does not
relieve a participant of any income tax which may be payable on
such dividends.
Shareholders who elect to participate in the Plan will have a
basis in the shares acquired under the Plan equal to the price of
the shares purchased for their account. Upon a sale of such stock
(whether by you or by the Agent at your request), the difference
between the sales proceeds and the shareholder's basis will be
taxable. If such a sale is made within one year of acquisition,
any gain (or loss) will be treated as short-term capital gain (or
loss). If the sale is made after one year, the gain (or loss) will
be treated as a long-term capital gain (or loss). The holding
period for shares acquired pursuant to the Plan will begin on the
day following the purchase of such shares.
A participant may also realize a gain or loss upon withdrawal
from the Plan and receipt of a cash payment for a fraction of a
share. The amount of such gain or loss will be the difference
between the amount received for the fraction of a share and the tax
basis thereof.
In the case of participants (including foreign shareholders)
who elect to have their dividends reinvested and whose dividends
are subject to United States income tax or backup withholding, an
amount equal to the dividends payable to such participants, less
the amount of tax required to be withheld, will be applied to the
purchase of shares of Common Stock under the Plan. The filing of
any documentation required to obtain a reduction in United States
withholding tax will be the responsibility of the participant.
The Company believes the foregoing is an accurate summary of
the federal income tax consequences of participation in the Plan as
of the date of this Prospectus. This summary may not reflect every
possible situation that could result from participation in the
Plan. Therefore, each participant is urged to consult his or her
own tax advisor to determine the particular federal, state and
local tax consequences resulting from participation in the Plan and
the subsequent disposal of shares purchased pursuant to the Plan.
If you do not reside in the United States, your income tax
consequences will vary from jurisdiction to jurisdiction. In
addition, the foregoing rules may not be applicable to certain
participants in the Plan, such as tax exempt entities (e.g.,
pension funds and IRAs).
REPORTS TO PARTICIPANTS:
15. What kind of reports will be sent to participants in the Plan?
Each participant will receive a quarterly statement showing
the amount invested, the purchase price, the number of shares
purchased, deposited, sold, transferred, or withdrawn, the total
shares accumulated, and other information for each quarter. The
quarterly statement will consolidate all shares held by the Agent
for the participant and other shares registered in the
participant's name. Each participant should retain these
statements in order to establish the cost basis of shares purchased
under the Plan for income tax and other purposes. Duplicate
statements will be available from the Agent.
In addition, the Agent will deliver to participants on or
before January 31 of each year a Form 1099 reporting dividend
income for Federal income tax purposes. Participants will also
receive copies of the same communications sent to all other holders
of the Common Stock, including the Company's Annual Report, the
Notice of Annual Meeting and the Proxy Statement for the Annual
Meeting.
DIVIDENDS ON FRACTIONS OF SHARES:
16. Will participants be credited with dividends on fractions of
shares?
Dividends on fractions, as well as on whole shares, will be
credited to your account and will be reinvested in additional
shares of Common Stock.
17. May a participant sell shares in his or her Plan account?
Participants may request the Agent to sell any number of whole
shares held in their Plan accounts by giving written instructions
to the Agent. The Agent will make the sale as promptly as
practicable and, in no event later than ten business days following
receipt of the request. The participant will receive the proceeds,
less applicable brokerage fees or commissions and transfer tax, if
any. Proceeds of shares sold through the Plan will be paid to the
participant by check. No check will be mailed prior to settlement,
which typically occurs three business days after the sale of
shares.
No participant shall have the authority or power to direct the
date or price at which Common Stock may be sold. Requests must
indicate the number of shares to be sold and not the dollar amount
to be attained. Any request that does not clearly indicate the
number of shares to be sold will be returned to the participant
with no action taken. A request to sell all shares held in a
participant's account will be treated as a withdrawal from the Plan
(see "Termination of Participation" below).
CERTIFICATES FOR SHARES:
18. Will certificates be issued for shares purchased?
Certificates will not be issued to you for shares credited to
your account unless you request the Agent in writing to do so or
unless your account is terminated. The number of shares (including
fractional shares) credited to your account under the Plan will be
shown on each statement of your account. This service eliminates
the need for safekeeping by you to protect against loss, theft or
destruction of stock certificates.
You may request in writing that the Agent send you a
certificate for all or part of the whole shares credited to your
account. This request should be mailed to:
American Stock Transfer & Trust Company
Dividend Reinvestment Dept.
40 Wall Street - 46th Floor
New York, New York 10005
Any remaining whole shares and fractions of a share will continue
to be credited to your account. Withdrawal of shares in
certificate form in no way affects dividend reinvestment.
Shares credited to your account under the Plan may not be
pledged or assigned. If you want to pledge or assign such shares,
you must request that a certificate for such shares be issued in
your name.
Certificates for fractional shares will not be issued under
any circumstances.
An institution that is participating in the Plan and is
required by law to maintain physical possession of certificates may
request a special arrangement regarding the issuance of
certificates for shares purchased under the Plan. This request
should be mailed to the Agent at the above address.
19. In whose name will certificates be registered when issued to
participants?
Accounts under the Plan are maintained in the name in which
your shares are registered at the time you enter the Plan.
Consequently, certificates for whole shares purchased under the
Plan will be similarly registered when issued to you upon your
request.
TERMINATION OF PARTICIPATION:
20. How does a participant terminate participation in the Plan?
In order to terminate participation in the Plan, a participant
must notify the Agent in writing that he or she wishes to do so.
A form of such notice is provided on a tear-off stub at the bottom
of the account statement and should be mailed to:
American Stock Transfer & Trust Company
Dividend Reinvestment Dept.
40 Wall Street - 46th Floor
New York, New York 10005
Upon termination of participation in the Plan, a certificate
for whole shares credited to a participant's account under the Plan
will be issued and a check will be issued for any fraction of a
share. Cash payments for fractional shares will be based upon the
market price of the Common Stock at the time such fraction is sold.
On termination, a participant may request that all the whole
shares credited to his or her account in the Plan be sold and the
sale will be made by the Agent within ten business days of the
Agent's receipt of the participant's request. A participant will
receive the proceeds from such sale, less any brokerage fees or
commissions and any applicable transfer tax.
21. When may a participant terminate participation in the Plan?
Termination may occur at any time. If the request to
terminate is received on or prior to a dividend record date, the
withdrawal will be effective for the applicable dividend payment
date. If the request to terminate is received later than the
dividend record date, any cash dividend paid on that dividend
payment date will be reinvested in a participant's account. The
request for termination will then be processed as promptly as
practicable following such dividend payment date.
All subsequent dividends will be paid to you by check unless
you re-enroll in the Plan, which you may do at any time.
OTHER INFORMATION:
22. What happens when a participant sells or transfers some or all
of the shares registered in his or her name?
If a participant disposes of some or all of the shares
registered in his or her name, that transfer will not affect
participation in the Plan. The Agent will continue to reinvest the
dividends on shares credited to a participant's account under the
Plan, subject to the right to withdraw from the Plan at any time.
23. If the Company has a rights offering, how will the rights on
the Plan shares be handled?
In the event of a rights offering, the Agent will distribute
rights to purchase additional shares of the Company's Common Stock
or other securities that are received by the Agent with respect to
shares held in the participant's account, including shares held for
safekeeping, as soon as practicable. Rights on shares of stock
registered in the name of a participant will be mailed directly to
the participant in the same manner as to holders of stock not
participating in the Plan. Rights based on a fraction of a share
held in a participant's account will be sold and the net proceeds
will be invested in the same manner as dividends as of the next
investment date.
24. What happens if the Company issues a dividend payable in stock
or declares a stock split?
Any dividend payable in Common Stock or split shares
distributed by the Company on shares credited to a participant's
account under the Plan, including shares held for safekeeping, will
be added to that account.
Stock dividends or split shares distributed on shares
registered in the participant's name will be mailed directly to the
participant in the same manner as to shareholders who are not
participating in the Plan.
25. How will a participant's shares held by the Agent be voted at
shareholders' meetings?
Proxy materials will be sent to participants in connection
with any annual or special meeting of shareholders. Whole and
fractional shares held for you by the Agent under the Plan will be
voted as you direct.
26. What are the responsibilities of the Company and the Agent
under the Plan?
Neither the Company nor the Agent (nor any of their respective
agents, representatives, employees, officers, directors or
subcontractors) will be liable in administering the Plan for any
act done in good faith nor for any good faith omission to act,
including, without limitation, any claim of liability arising out
of failure to terminate a participant's account upon death or with
respect to the prices at which shares are purchased for a
participant's account, the times when purchases are made or with
respect to any fluctuation in market value of the Common Stock.
Participants should recognize that the Company cannot assure
a profit or protect against a loss on the shares purchased under
the Plan.
27. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, the Board of
Directors of the Company may amend, supersede or terminate the Plan
at any time, including the period between a dividend record date
and a dividend payment date. The Board of Directors may increase
the number of shares which may be issued by the Company under the
Plan, but may not increase the number of authorized shares of the
Common Stock without shareholder approval. Notice of any material
amendment, or any suspension or termination of the Plan, will be
mailed to all participants. No such event will affect any shares
then credited to a participant's account. Upon any whole or
partial termination of the Plan, certificates for whole shares
credited to a participant's account under the Plan will be issued
to the participant and a cash payment will be made for any fraction
of a share.
28. May the Company terminate participation by a Plan participant?
If a participant does not own at least one whole share
registered in the participant's name or held through the Plan, the
participant's participation in the Plan may be terminated. The
Company may also terminate any participant's participation in the
Plan after written notice in advance mailed to such participant at
the address appearing on the Agent's records. Participants whose
participation in the Plan has been terminated will receive
certificates for whole shares held in their accounts and a check
for the cash value of any fractional shares held in their Plan
accounts. The value of fractional shares will be based upon the
market price of the Common Stock at the time payment is made.
29. How may shareholders obtain answers to other questions
regarding the Plan?
Any additional questions should be addressed to:
Birmingham Utilities, Inc. Dividend Reinvestment
Plan
c/o American Stock Transfer & Trust Company
Dividend Reinvestment Dept.
40 Wall Street - 46th Floor
New York, New York 10005
Telephone No.: (800) 278-4353 or (212) 936-5100
or
Anne A. Hobson, Secretary
Birmingham Utilities, Inc.
230 Beaver Street
Ansonia, Connecticut 06401
Telephone No.: (203) 735-1888
THE COMPANY
Birmingham Utilities, Inc. is a Connecticut corporation. The
Company's principal executive offices are located at 230 Beaver
Street, Ansonia, Connecticut 06401. The Company's telephone number
is (203) 735-1888.
USE OF PROCEEDS
The Company does not know either the number of shares that
will ultimately be purchased directly from the Company under the
Plan or the prices at which such shares will be sold. The Company
intends to add any proceeds it receives from sales of its shares to
the general funds of the Company to be available for general
corporate purposes, including capital expenditures or investments
in the Company's water distribution system. The Company is unable
to estimate the amount of the proceeds that will be devoted to any
specific purpose.
COMMON STOCK
The Company has 2,000,000 shares of authorized Common Stock,
without par value, of which 749,168 shares were outstanding as of
the date of this prospectus. The Company also has authorized
150,000 shares of Preferred Stock, $100 par value, none of which is
outstanding.
The following statements are brief summaries of certain
information relating to the Company's Common Stock. These
summaries do not purport to be complete and are subject in all
respects to the applicable provisions of the Company's Certificate
of Incorporation with respect to certain rights of the holders of
Common Stock.
Each share of the Company's Common Stock is entitled to
dividends when and as declared by the Board of Directors out of
sources legally available therefor, subject to the limitations set
forth under "Dividends". Each share of Common Stock is entitled to
one vote on all matters. On liquidation, the holders of Common
Stock are entitled to share pro rata the net assets of the Company
remaining after the payment of creditors. The Board of Directors
is authorized to issue all unissued shares of the Company's Common
Stock from time to time, without any further action or
authorization by stockholders. The holders of Common Stock have no
preemptive or conversion rights. The shares of Common Stock
presently outstanding are, and the shares reserved for issuance
under the Plan will be upon issue, fully paid and nonassessable.
The Board of Directors is authorized to issue all unissued
shares of Preferred Stock and to fix for each series the dividend
rate, redemption prices, sinking fund provisions and conversion and
certain other rights. Any future issues of Preferred Stock will
increase the preference of such stock, as a class, over Common
Stock as to matters such as dividends and liquidation rights.
DIVIDENDS
Under the most restrictive terms of the Amended and Restated
Mortgage Indenture accompanying the Company's first mortgage bonds,
retained earnings of $186,434 were available for dividends at March
31, 1995, after the payment of the cash dividend on that date.
There are no other present restrictions on the Company's present or
future ability to pay such dividends from those retained earnings
and net earnings thereafter. The Company expects that quarterly
dividends will continue to be paid in the future, dependent upon
the Company's future earnings, financial requirements and other
factors.
EXPERTS
The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Birmingham
Utilities, Inc. for the year ended December 31, 1994 have been so
incorporated in reliance on the reports of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
expert in auditing and accounting.
Future financial statements incorporated herein by reference
to documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, as provided
under the caption "Documents Incorporated by Reference", will be so
incorporated in reliance on the related reports of Dworken,
Hillman, LaMorte & Sterczala, P.C., and any other independent
accountants, given on the authority of such independent accountants
as experts in auditing and accounting, to the extent that the
particular firm has examined such financial statements and
consented to the incorporation of their reports herein.
LEGAL OPINIONS
The validity of shares of the Common Stock offered hereby will
be passed upon for the Company by Tyler Cooper & Alcorn, CityPlace
- - - 35th Floor, Hartford, Connecticut 06103-3488.
INDEMNIFICATION
Pursuant to the statutes of the State of Connecticut, a
director, officer or employee of a corporation is entitled, under
specified circumstances, to indemnification by the corporation
against reasonable expenses, including attorney's fees, incurred by
him in connection with the defense of a civil or criminal
proceeding to which he has been made, or threatened to be made, a
party by reason of the fact that he was a director, officer or
employee. In certain circumstances, indemnity is provided against
judgments, fines and amounts paid in settlement. In general,
indemnification is not available where the director, officer or
employee has been adjudged to have breached his duty to the
corporation or where he did not act in good faith. Specific court
approval is required in some cases. The foregoing statement is
subject to the detailed provisions of Section 33-320a of the
Connecticut Stock Corporation Act. Article 9 of the Company's
By-Laws provides that its shareholders, directors, officers and
employees shall be indemnified to the extent allowed in
Section 33-320a of the Connecticut Stock Corporation Act. In
addition, the Company maintains an insurance policy providing
coverage for certain liabilities of directors and officers,
including liabilities under the federal securities laws.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
--------------------
No dealer, salesman or any other person has been authorized to
give any information, or to make any representations, other than
those contained in this Prospectus in connection with the offer
contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having
been authorized by the Company or by any dealer or agent. This
Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction.
The delivery of this Prospectus at any time does not, under
any circumstances, imply that information herein is correct as of
any time subsequent to the date hereof.
--------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee............... $ 253.45
National Association of Securities Dealers, Inc. ........... 0
Transfer agent's fees....................................... 3,600
Costs of printing and engraving............................. 1,500
Legal fees and expenses..................................... 10,000
Accounting fees and expenses................................ 1,000
Blue sky fees and expenses.................................. 3,000
Miscellaneous expenses...................................... 180
Total.............................................$19,533.45
All of the above amounts are estimated except for the Securities
and Exchange Commission filing fee and the National Association of Securities
Dealers, Inc.
Item 15. Indemnification of Directors and Officers by the
Registrant.
Pursuant to the statutes of the State of Connecticut, a
director, officer or employee of a corporation is entitled, under
specified circumstances, to indemnification by the corporation
against reasonable expenses, including attorney's fees, incurred by
him in connection with the defense of a civil or criminal
proceeding to which he has been made, or threatened to be made, a
party by reason of the fact that he was a director, officer or
employee. In certain circumstances, indemnity is provided against
judgments, fines and amounts paid in settlement. In general,
indemnification is not available where the director, officer or
employee has been adjudged to have breached his duty to the
corporation or where he did not act in good faith. Specific court
approval is required in some cases. The foregoing statement is
subject to the detailed provisions of Section 33-320a of the
Connecticut Stock Corporation Act. Article 9 of the registrant's
by-laws provides that its shareholders, directors, officers and
employees shall be indemnified to the extent allowed in
Section 33-320a of the Connecticut Stock Corporation Act. In
addition, the Company maintains an insurance policy providing
coverage for certain liabilities of directors and officers,
including liabilities under the federal securities laws.
Item 16. List of Exhibits
See Exhibit Index.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a
post-effective amendment to this
registration statement:
(i) To include any prospectus
required by Section 10(a)(3)
of the Securities Act of
1933;
(ii) To reflect in the prospectus
any facts or events arising
after the effective date of
the registration statement
(or the most recent
post-effective amendment
thereof) which, individually
or in the aggregate,
represent a fundamental
change in the information set
forth in the registration
statement. Notwithstanding
the foregoing, any increase
or decrease in volume of
securities offered (if
the total dollar value of
securities offered would not
exceed that which was
registered) and any deviation
from the low or high end of
the estimated maximum offering
range may be reflected in the
form of prospectus filed with
the Commission pursuant to
Rule 424(b) if, in the
aggregate, the changes in volume
and price represent no more
than 20% change in the
maximum aggregate offering price
set forth in the "Calculation
of Registration Fee" table in
the effective registration
statement;
(iii) To include any material
information with respect to
the plan of distribution not
previously disclosed in the
registration statement or any
material change to such
information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is
on Form S-3 or Form S-8 and the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
each such post-effective amendment shall be
deemed to be a new registration statement
relating to the securities offered
therein, and the offering of such
securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the
securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Ansonia, State of Connecticut, on the 8th day of June, 1995.
BIRMINGHAM UTILITIES, INC.
(Registrant)
By /s/ Aldore J. Rivers
Aldore J. Rivers
Its duly authorized President
By /s/ Paul V. Erwin
Paul V. Erwin
Its duly authorized Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
/s/ Edward G. Brickett /s/ David Silverstone
Edward G. Brickett, Director David Silverstone, Director
Date: June 8, 1995 Date: June 8, 1995
/s/ James E. Cohen /s/ Aldore J. Rivers
James E. Cohen, Director Aldore J. Rivers, President
Date: June 8, 1995 and Director
Date: June 8, 1995
/s/ Charles T. Seccombe /s/ Stephen P. Ahern
Charles T. Seccombe, Director Stephen P. Ahern, Director
Date: June 8, 1995 Date: June 8, 1995
/s/ Kenneth E Schaible
Kenneth E. Schaible, Director
Date: June 8, 1995
/s/ Betsy Henley-Cohn
Betsy Henley-Cohn, Chairwoman of the
Board of Directors
Date: June 8, 1995
Aldore J. Rivers, by signing his name hereto, does sign this
document on behalf of the persons indicated above pursuant to
powers of attorney duly executed by such persons.
By /s/ Aldore J. Rivers
Aldore J. Rivers
Attorney-in-Fact
Exhibit No. Page
3.(i) Certificate of Incorporation of Birmingham Utilities,
Inc. (incorporated by reference to Exhibit (3) of
The Ansonia Derby Water Company's Annual Report on
Form 10-K for the period ending December 31, 1994).
3.(ii) By-Laws of Birmingham Utilities, Inc. (incorporated
by reference to Exhibit (3) of The Ansonia Derby Water
Company's Annual Report on Form 10-K for the period
ending December 31, 1994).
4 Amended and Restated Mortgage Indenture by and between
The Ansonia Derby Water Company and The Connecticut
National Bank as Trustee, ated as of August 9, 1991
(incorporated herein by reference to Exhibit (4)(i) of
The Ansonia Derby Water Company's Annual Report on
Form 10-K for the period ending December 31, 1991).
5 Opinion of Tyler Cooper & Alcorn as to the legality
of the Common Stock offered under this Registration
Statement.
10 Commercial Term and Revolving Loan Agreement by and
between Birmingham Utilities, Inc. and Fleet Bank,
N.A., dated April 29, 1994 (incorporated herein by
reference to Exhibit 10(1) of Birmingham Utilities,
Inc.'s Quarterly Report on Form 10-Q, as amended,
for the period ended June 30, 1994).
23 Consent of Price Waterhouse.
23.1 Consent of Tyler Cooper & Alcorn (incorporated by
reference to Exhibit 5 of this Registration
Statement).
24 Power of Attorney authorizing Aldore J. Rivers
and Paul V. Erwin to sign the Registration Statement
and Amendments thereto on behalf of the Directors
and Officers of Birmingham Utilities, Inc.
99 Form of Dividend Reinvestment Plan Enrollment Card.
EXHIBIT 5
June 9, 1995
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549-1004
Re: Birmingham Utilities, Inc. Dividend Reinvestment Plan/Registration
Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Birmingham Utilities, Inc., a Connecticut
corporation (the "Company"), and in that capacity we have examined from time to
time such documents, corporate records and other instruments as we deem
necessary or appropriate to allow us to render the opinion which follows. More
particularly, we are familiar with the Registration Statement on Form S-3, which
the Company is filing to register shares of Birmingham Utilities, Inc. Common
Stock, No Par Value (the "Common Stock"), to be sold pursuant to the provisions
of the Birmingham Utilities, Inc. Dividend Reinvestment Plan (the "Plan"), under
the Securities Act of 1933, as amended. In rendering this opinion, we have
assumed that there will be no change in applicable law between the date of this
opinion and the date of issuance of the shares pursuant to such Registration
Statement.
On the basis of our examination, we are of the opinion that, when issued
and sold in accordance with the terms of the Plan, the shares of Common Stock
to which such Registration Statement relates will be legally issued, fully paid
and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement referred to above and to the reference to us under "Legal
Opinions" in the Prospectus.
Very truly yours,
TYLER COOPER & ALCORN
By /s/ Robert J. Metzler, II
Robert J. Metzler, II, a Partner
RJM:ldm
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 24, 1995 appearing on page 15 of the Birmingham Utilities, Inc. Annual
Report on Form 10-K for the year ended December 31, 1994. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
New York, New York
June 9, 1995
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned directors of Birmingham Utilities, Inc., hereby
severally constitute Aldore J. Rivers and Paul V. Erwin, and each of them
singly, our true and lawful attorneys with full power of substitution, to
sign for us and in our names in the capacities listed below, the Registration
Statement on Form S-3 filed herewith and any and all amendments to such
Registration Statement, and generally to do all such things in our names and
on our behalf in our capacities as directors to enable Birmingham Utilities,
Inc. to comply with the provisions of the Securities Act of 1933, as amended,
all requirements of the Securities and Exchange Commission, and all
requirements of any other applicable law or regulation, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or
either of them, to such Registration Statement and any and all amendments
thereto, including post-effective amendments.
Signatures Title Date
/s/ Betsy Henley-Cohn Director and Chairman of June 7, 1995
Betsy Henley-Cohn the Board
/s/ Stephen P. Ahern Director June 7, 1995
Stephen P. Ahern
/s/ Edward G. Brickett Director June 7, 1995
Edward G. Brickett
/s/ James E. Cohen Director June 7, 1995
James E. Cohen
/s/ Aldore J. Rivers Director June 7, 1995
Aldore J. Rivers
/s/ Kenneth E. Schaible Director June 7, 1995
Kenneth E. Schaible
/s/ Charles T. Seccombe Director June 7, 1995
Charles T. Seccombe
/s/ David Silverstone Director June 7, 1995
David Silverstone
EXHIBIT 99
BIRMINGHAM UTILITIES, INC.
DIVIDEND REINVESTMENT PLAN
ENROLLMENT FORM
Check only one of the following options:
[ ] FULL DIVIDEND REINVESTMENT. I want to reinvest
dividends on all shares registered in my name.
[ ] PARTIAL DIVIDEND REINVESTMENT. I want to reinvest
dividends on only shares registered in my
name.
[ ] SAFEKEEPING. I hereby transmit to the Agent for
safekeeping in my name the following certificates
representing shares of BIRMINGHAM UTILITIES, INC.
(Requires full dividend reinvestment on shares
held for safekeeping.)
You need not endorse the certificate for this purpose:
Certificate Number Number of Shares
________________________ ____________________
________________________ _____________________
________________________ _____________________
________________________ _____________________
________________________ _____________________
________________________ _____________________
To enroll in the plan, please sign the reverse side.
THIS IS NOT A PROXY
Completion and return of this form appoints American Stock Transfer &
Trust Company your agent and authorizes your enrollment in the
BIRMINGHAM UTILITIES, INC. Dividend Reinvestment Plan, as indicated.
DO NOT RETURN THIS FORM UNLESS YOU INTEND TO PARTICIPATE IN THE PLAN.
Your participation is subject to the terms of the plan as described in the
prospectus.
You may withdraw from the plan at any time by notifying American Stock
Transfer & Trust Company in writing.
Please return this card in the envelope provided to:
Birmingham Utilities, Inc. Dividend Reinvestment Plan
c/o American Stock Transfer & Trust Company
Dividend Reinvestment Dept.
40 Wall Street - 46th Floor
New York, New York 10005
Please enroll me in the Plan as indicated above.
...........................................
...........................................
(Sign here exactly as name appears at left)
(All stockholders must sign)
..........................................
Date
