SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BIRMINGHAM UTILITIES, INC.
................................................................................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
...........................................................................
2) Aggregate number of securities to which transaction applies:
...........................................................................
3) Per unit price or other underlying value of tranaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
...........................................................................
4) Proposed maximum aggregate value of transaction:
...........................................................................
5) Total fee paid:
...........................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.......................................................
2) Form, Schedule or Registration Statement No.:
.......................................................
3) Filing Party:
Birmingham Utilities, Inc.
.......................................................
4) Date Filed:
April 11, 1997
.......................................................
BIRMINGHAM UTILITIES, INC.
230 Beaver Street
Ansonia, Connecticut 06401
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 14, 1997
To the Holders of Common Stock of Birmingham Utilities, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of
Birmingham Utilities, Inc. (hereinafter called the "Company") has been called
and will be held at the principal office of the Company, 230 Beaver Street,
Ansonia, Connecticut 06401, on Wednesday, May 14, 1997 at 2:00 P.M., local
time, for the purpose of considering and acting upon the following matters:
1. To elect directors of the Company.
2. To approve independent auditors for the Company.
3. To transact any and all other business which may lawfully come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 11, 1997,
as the record date for determining the stockholders of the Company entitled to
notice of and to vote at such meeting and any adjournment thereof.
If you cannot be present in person at the meeting, please date and sign the
enclosed form of proxy and return it promptly in the post-paid envelope
furnished herewith.
By Order of the Board of Directors,
ANNE A. HOBSON
Secretary
April 15, 1997
BIRMINGHAM UTILITIES, INC.
230 Beaver Street
Ansonia, Connecticut 06401
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To be Held May 14, 1997
April 15, 1997
This Proxy Statement accompanies the Notice of Annual Meeting of
Stockholders of Birmingham Utilities, Inc. (hereinafter called "the Company")
to be held at the principal office of the Company, 230 Beaver Street, Ansonia,
Connecticut 06401, on Wednesday, May 14, 1997, at 2:00 P.M., local time (the
"Meeting").
GENERAL
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company. The solicitation will be made by mail and the cost
will be borne by the Company. Forms of proxies and proxy material may also
be distributed through brokers, custodians and other like parties to the
beneficial owners of stock.
Proxies in the accompanying form received by the Company will be voted, in
accordance with the terms and specifications made thereon, at the Meeting or any
adjournment thereof; any such proxy may, however, be revoked at any time before
it is voted by notice in writing to the Secretary of the Company.
As of April 11, 1997, the Company had outstanding 759,069 shares of Common
Stock (no par value), and only holders of Common Stock of record at the close
of business on that date will be entitled to vote at the Meeting or any
adjournment thereof. Each share is entitled to one vote.
A plurality of votes cast by the shares of Common Stock entitled to vote
at the Meeting in person or by proxy is required for approval of election of
directors. Abstentions and other non-votes, such as the failure of a nominee
or other record holder to vote or forward proxies to beneficial owners in
sufficient time to be voted at the Meeting, have a neutral effect upon the
matters presented for vote, except that in order to have a quorum, a majority
of the shares of Common Stock entitled to vote must be present at the Meeting
in person or by proxy. In certain circumstances, a shareholder will be
considered to be present for quorum purposes but will not be deemed to have
voted in the election of directors or in connection with other matters presented
for approval at the Meeting. Such circumstances will exist where a shareholder
is present but specifically abstains from voting, or where shares of Common
Stock are represented at the Meeting by a proxy conferring authority to vote on
certain matters but not for the election of directors or on other matters.
The Board of Directors knows of no business other than those items listed
in the Notice of Annual Meeting which may be presented to the Meeting.
1. ELECTION OF DIRECTORS
The By-laws provide for not less than seven nor more than fifteen Directors
to be elected at the Annual Meeting of Stockholders, each to serve for the
ensuing year and until his or her successor is elected and has qualified. The
Board of Directors recommends that the number of Directors be fixed at ten and
the enclosed proxy confers authority to vote for no more than ten nominees. The
names of the ten nominees for election as Directors are set forth below, and the
following information is furnished with respect to them. All nominees except
Messrs. Adanti and Da Silva served as Directors in 1996 and were elected by the
shareholders. All nominees listed below have consented to serve, and the Board
of Directors knows of no reason why any of them would not be available.
<TABLE>
<CAPTION>
NOMINEES FOR DIRECTORS
Name Age Business Experience During Director
The Last Five Years Since
and Other Directorships
<S> <C> <C> <C>
Michael J. Adanti 56 President, Southern Connecticut State
University; Director, Griffin Hospital ---
Stephen P. Ahern 67 Vice President, Ogden Allied Security 1994
Services; Principal, Ahern Builders
Edward G. Brickett 67 Retired; Director of Finance, 1979
Town of Southington, Connecticut,
until June 1995
James E. Cohen 50 Lawyer in Practice in Derby; Director, 1982
Great Country Bank (1987-1993)
Betsy Henley-Cohn 44 Chairwoman of the Board of Directors of 1981
the Company since May of 1992; Chairman
and Treasurer, Joseph Cohn & Sons, Inc.
(painting contractors); Director, United
Illuminating Corp.; Director, Aristotle
Corp.; Director, Society for Savings
Bancorp, Inc. (1985-1993)
Alvaro da Silva 51 President, DSA Corp (a management company); ___
President BID, Inc. (residential land
development); Managing Member. Connecticut
Commercial Investors, LLC (commercial real
estate development); Chairman of the Inland
Wetlands Commission, Shelton, CT
Aldore J. Rivers 63 President of the Company 1986
B. Lance Sauerteig 51 Lawyer in Practice in Westport; Principal 1996
in BLS Strategic Capital, Inc. (financial
and investment advisory company); previously,
President, First Spring Corporation, 1986-1994
(private family investment management company);
Director, Offitbank (a New York based private
investment management bank)
Kenneth E. Schaible 55 Bank Consultant and Real Estate Developer; 1994
previously, Senior Vice President, Webster
Bank, 1995-1996; President, Shelton Savings
Bank and Shelton Bancorp., Inc., 1967 to
1995
David Silverstone 50 Lawyer in Practice in Hartford 1994
</TABLE>
The Board of Directors' Audit Committee consisted of Messrs. Brickett,
Schaible, Silverstone and Charles T. Seccombe during 1996. It performs the
function of recommending the engagement and reviewing the performance of the
Company's independent public accountants. The Audit Committee met two times in
1996. The Board of Directors' Personnel and Pension Committee consisted of
Ms. Henley-Cohn (ex-officio) and Messrs. Ahern, Brickett, Sauerteig and Seccombe
and performs the function of reviewing Executive Officer compensation and
proposing the same to the full Board of Directors for action. It also proposes
to the full Board overall payroll pool levels and pension plan arrangements for
all employees. The Personnel and Pension Committee met four times in 1996. In
1996, five meetings of the Board of Directors were held, and all Directors
attended at least 75% of the meetings of the full Board and Committees on which
they served.
Mr. Cohen is a partner in the law firm of Cohen & Thomas, which has
represented the Company on occasions in past years; the Company may continue to
employ that firm on occasion in the future.
Mr. Silverstone is a partner in the law firm of Silverstone & Koontz, which
represented the Company on rate matters in 1995 and may do so in the future.
Mr. Sauerteig is a principal in the law firm of Levett, Rockwood and
Sanders, which provided legal services to the Company in 1996 and may do so in
the future.
Nominations and Proposals by Shareholders
The Board's Nominating Committee consists of the Board as a whole and will
consider director nominees presented by the Shareholders for election at the
1997 Annual Meeting of Shareholders. Shareholders may make recommendations
for director-nominees by submitting names, in writing, to the Secretary of
the Company not later than February 1, 1998.
Security Ownership of Management and Certain Beneficial Owners
(a) The following table sets forth certain information with respect to the
only persons, to the knowledge of the Company, who own as much as 5% of the
Company's stock, as of February 28, 1997.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership Of Class
<S> <C> <C> <C>
Group consisting of Cohn Realty & Investment, 181,550 Shares (1) 23.95%
Betsy Henley-Cohn, John J. Crawford, as
custodian for Juri Henley-Cohn, and as
custodian for Jesse Henley-Cohn, Joel Cohn
Revocable Trust 1A, Betsy Cohn Spray Trust,
Harry Berkowitz Revocable Trust, Betsy Cohn
Income Trust, Rosenfield-Weisman Trust, 441
Chapel St., New Haven, CT 06510, and Ruth
Weisman, 26 Kohary Drive, New Haven, CT 06515.
John J. Crawford, 70 Indian Road, Guilford, 66,262 Shares (2) 8.74%
CT 06437
</TABLE>
(1) Of the 181,550 shares owned by this Group, Cohn Realty & Investment (a
Connecticut general partnership consisting of three investment trusts
whose managing agent is Betsy Henley-Cohn, whose beneficiaries are
certain members of the Cohn Family and whose Trustees are Rhoda Cohn
and Stanley Bergman) has beneficial ownership of 35,640 shares; John J.
Crawford, as custodian for Juri Henley-Cohn, has beneficial ownership of
21,785 shares; John J. Crawford, as custodian for Jesse Henley-Cohn, has
beneficial ownership of 22,091 shares; Joel Cohn Revocable Trust 1A has
beneficial ownership of 26,060 shares; Betsy Cohn Spray Trust has
beneficial ownership of 32,188 shares; Betsy Cohn Income Trust has
beneficial ownership of 10,640 shares; Harry Berkowitz Revocable Trust
has beneficial ownership of 16,098 shares; Rosenfield-Weisman Trust
has beneficial ownership of 7,000 shares; and Ruth Weisman has
beneficial ownership of 10,228 shares. Betsy Henley-Cohn has either a
controlling or a beneficial interest in Cohn Realty & Investment, Betsy
Cohn Spray Trust and Betsy Cohn Income Trust. No member of the Group
owns or has the right to acquire, directly or indirectly, any other
shares. Unless otherwise indicated, the named beneficial owner of the
shares has sole voting and dispositive power with respect thereto. The
information set forth in this footnote is derived from filings with the
Securities and Exchange Commission made by the Group.
(2) Includes 5,830 shares held jointly by Mr. Crawford and his wife, 22,091
shares held by Mr. Crawford as custodian for the benefit of Jesse Henley-
Cohn, and 21,785 shares held by Mr. Crawford as custodian for the
benefit of Juri Henley-Cohn. Mr. Crawford has sole voting power over
the shares held for the benefit of Jesse Henley-Cohn and Juri Henley-
Cohn, but has no family relationship with Jesse Henley-Cohn or Juri
Henley-Cohn. The 22,091 shares held in trust for the benefit of Jesse
Henley-Cohn and the 21,785 shares held in trust for the benefit of Juri
Henley-Cohn are also included in the shares set forth in footnote (1),
above, as being held by John J. Crawford as custodian for Jesse
Henley-Cohn and Juri Henley-Cohn.
(b) The following table sets forth certain information concerning
ownership of the Company's Shares by management:
<TABLE>
<CAPTION>
Common Shares
Beneficially Owned Percent
Name As of February 28, 1997 of Class
<S> <C> <C>
Stephen P. Ahern 13,403 (1) 1.77
Edward G. Brickett 3,550 .47
James E. Cohen 33,598 (2) 4.43
Betsy Henley-Cohn 181,550 (3) 23.95
Aldore J. Rivers 2,051 .27
B. Lance Sauerteig 200 .03
Kenneth E. Schaible 980 .13
Charles T. Seccombe 8,169 (4) 1.08
David Silverstone 109 .01
Executive Officers, Directors and
Nominees as a group, 9 in number 243,610 32.10%
</TABLE>
(1) Includes 1,700 shares owned by Ahern Family Limited Partnership.
(2) Includes 32,598 shares held by Mr. Cohen as the David B. Cohen, Family
Trust, and 1,000 shares held in a brokerage custodial account for Mr.
Cohen's benefit.
(3) Ms. Henley-Cohn is a member of the shareholder group described in the
preceding table. The 181,550 shares set forth in this table is the
aggregate number of shares held by all of the members of the group.
See note (1) to the preceding table for information concerning shares
beneficially held by Ms. Henley-Cohn.
(4) All of which are held in a Trust, of which Mr. Seccombe is the Grantor and
Trustee.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten-percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the Company.
Based solely on review of copies of such forms furnished to the Company,
or written representations that no reconciliation forms were required, the
Company believes that during fiscal year ending December 31, 1996, all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten-percent shareholders were complied with.
Compensation of Directors and Executive Officers
Directors: The Company's Directors, except for Ms. Henley-Cohn and Mr.
Rivers, received an annual fee of $3,000 plus $500 for each full Board meeting
and $300 for each Committee meeting actually attended in 1995. Ms. Henley-Cohn
received an annual salary of $49,139 for services in pursuit of land sales
during 1996 and as Chairwoman of the Board of Directors.
Executive Officers: During 1994, the Company had no Executive Officer
whose total annual salary exceeded $100,000. The Company has no long-term
incentive plans.
The following table sets forth the annual cash compensation for Mr. Rivers,
the Company's Chief Executive Officer, for each of 1994, 1995 and 1996.
<TABLE>
<CAPTION>
Annual Compensation
Name and Securities
Principal Position Year Salary* Bonus Underlying Options**
<S>
Aldore J. Rivers, <C> <C> <C> <C>
President, CEO and Director 1994 $ 92,945 N/A 10,000
1995 $101,404 $2,500 N/A
1996 $105,404 N/A N/A
* Includes the economic benefit of premiums on a split-dollar life insurance
policy pursuant to which Mr. Rivers is the insured and the Company is the owner
and paid the premiums in 1994, 1995 and 1996.
** On September 13, 1994, the Company's Board of Directors approved the
Birmingham Utilities, Inc. 1994 Stock Incentive Plan (the "1994 Plan"), subject
to approval by the Company's shareholders and by the Connecticut Department of
Public Utility Control ("DPUC"). The amounts set forth in the tables, both
above and below, represent the award of options to Mr. Rivers by the Personnel
and Pension Committee of the Board of Directors. Approval of the 1994 Plan by
the Company's shareholders and the DPUC was received in 1995. The options
awarded to Mr. Rivers vested on September 12, 1996. None of the options have
been exercised, and there were no options granted to Mr. Rivers in 1996.
</TABLE>
Employment Agreement and Split-Dollar Insurance Plan
The Company entered into an Employment Agreement with Mr. Rivers in 1990
(the "Employment Agreement"), pursuant to which the Company agreed to employ Mr.
Rivers as President of the Company until August of 1996. The Employment
Agreement was amended in 1992 and 1993.
The Employment Agreement, as amended, provides for a so-called "Split
Dollar Life Insurance" plan for the benefit of both the Company and Mr. Rivers.
The plan provides for the Company to maintain insurance on Mr. Rivers' life in
an amount not less than $150,000, and to pay to Mr. Rivers' designee $150,000
if he should die on or before the age of 65. The balance of the life insurance
proceeds, if any, may be retained by the Company. If Mr. Rivers dies after
reaching the age of 65, all death benefits of the policy are retained by the
Company. The Company has agreed to pay one hundred eighty (180) monthly
supplemental pension payments of $1,170 each to Mr. Rivers commencing when he
reaches the age of 65 and continuing until the earlier of his death or the end
of the 180-month period. The Company expects to use the proceeds of the life
insurance to reimburse itself for the supplemental pension payments that may be
made to Mr. Rivers after his 65th birthday.
THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" PROPOSAL 1.
2. INDEPENDENT AUDITORS FOR THE COMPANY
There will be brought up for consideration at the Annual Meeting a proposal
to approve the appointment of Dworken, Hillman, LaMorte & Sterczala, P.C. as
auditors for the Company to make the annual audit for the 1997 fiscal year.
The Audit Committee of the Board of Directors has recommended that the
Company retain Dworken, Hillman, LaMorte & Sterczala, P.C. as its independent
accountants for the 1997 fiscal year.
Representatives of Dworken, Hillman, LaMorte & Sterczala, P.C. will be
present at the Annual Meeting to respond to questions of shareholders, but,
although they have been offered the opportunity to do so, they do not otherwise
propose to make any statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" PROPOSAL 2.
Management knows of no other business which may come before the Meeting or
any adjournment thereof.
SHAREHOLDER PROPOSALS
If a shareholder intends to present a proposal for action at the 1998
Annual Meeting of Stockholders, such proposal must be received by the Company
on or before January 1, 1998 for inclusion in the Company's Proxy Statement
and Form of Proxy except where omission of such proposal is permitted by the
rules of the Securities & Exchange Commission.
ANNUAL REPORT
The Company's Annual Report, including the financial statements of the Company
for the fiscal year ending December 31, 1996, is mailed to the shareholders of
record herewith. The Annual Report is not part of this Proxy Statement.
The Board of Directors,
Anne A. Hobson, Secretary
BIRMINGHAM UTILITIES, INC.
230 Beaver Street
Ansonia, Connecticut 06401
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Aldore J. Rivers and Charles T. Seccombe as
as proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote as designated on the reverse side all shares of
common stock of Birmingham Utilities, Inc., held of record by the undersigned
on April 11, 1997 at the annual meeting of shareholders to be held on May 14,
1997, or any adjournment thereof.
(Continued and to be signed on other side)
X Please mark your
votes as in this
example
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote for
to the contrary all nominees
below) listed at right
1. To elect Nominees: M. J. Adanti
directors of S. P. Ahern
the Company E. G. Brickett
J. E. Cohen
(Instructions: To withhold authority to vote for any A. Da Silva
one or more individual nominees, write that nominee's B. Henley-Cohn
name in the space provided below) A. J. Rivers
B. L. Sauterteig
________________________________________ K. E. Schaible
D. Silverstone
FOR AGAINST ABSTAIN
2. To approve the appointment of Dworken,
Hillman, LaMorte & Sterczala, P.C., as the
Independent Auditors of the Corporation.
3. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this proxy will be voted FOR proposals 1 and 2.
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY.
SIGNATURE(S) ______________________________ DATE ______________
SIGNATURE(S) ______________________________ DATE ______________
Signature if jointly held
NOTE: Please sign exactly as name appears above. When shares held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
If a corporation or partnership, please sign in full name by authorized
officer or partner.
