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
is applies:
[ ] 2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
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 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 15, 1998
BIRMINGHAM UTILITIES, INC.
230 Beaver Street
Ansonia, Connecticut 06401
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 13, 1998
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 13, 1998 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 13, 1998, 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, 1998
BIRMINGHAM UTILITIES, INC.
230 Beaver Street
Ansonia, Connecticut 06401
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To be Held May 13, 1998
April 15, 1998
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 13, 1998, 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 13, 1998, the Company had outstanding 762,575
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
nine and the enclosed proxy confers authority to vote for no
more than nine nominees. The names of the nine nominees for
election as Directors are set forth below, and the following
information is furnished with respect to them. All nominees
served as Directors in 1997 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.
NOMINEES FOR DIRECTORS
<TABLE>
<S> <C> <C> <C>
Name Age Business Experience During Director Since
The Last Five Years and Other
Directorships
Stephen P. Ahern 68 Vice President, Unicco Security 1994
Services; Principal, Ahern Builders
Edward G. Brickett 68 Retired; Director of Finance, 1979
Town of Southington, Connecticut,
until June 1995
James E. Cohen 51 Lawyer in Practice in Derby; 1982
Director, Great Country Bank
(1987-1993)
Betsy Henley-Cohn 45 Chairwoman of the Board of Directors 1981
of the Company; Chairman and Treasurer,
Joseph Cohn & Sons, Inc. (construction
subcontractors); Director, United
Illuminating Corp.; Director, Aristotle
Corp.; Director, Citizens Bank of
Connecticut; Director, Society for
Savings Bancorp, Inc. (1985-1993)
(a management company); President
B.I.D., Inc. (land development and home
building company); Managing Partner,
Connecticut Commercial Investors, LLC
(a commercial real estate and investment
partnership); Chairman of Shelton Inland
Wetlands Commission; Board of Governors
Unquowa School; Director of Great
Country Bank (1991-1995); Director
Griffin Hospital (1987-1990)
Aldore J. Rivers 64 President of the Company 1986
B. Lance Sauerteig 52 Lawyer in Practice in Westport; 1996
Principal 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 company)
Kenneth E. Schaible 56 Bank Consultant and Real Estate 1994
Developer; previously, Senior Vice
President, Webster Bank, 1995-1996;
President, Shelton Savings Bank
and Shelton Bancorp., Inc., 1967 to 1995
David Silverstone 51 Group Vice President, The Southern 1994
Connecticut Gas Company; Lawyer in
Practice in Hartford until
March 31, 1998
</TABLE>
The Board of Directors' Audit Committee consisted of
Messrs. Brickett, da Silva and Schaible, during 1997. It
performs the function of recommending the engagement and
reviewing the performance of the Company's independent public
accountants. The Audit Committee met one time in 1997. The
Board of Directors' Personnel and Pension Committee consisted
of Ms. Henley-Cohn (ex-officio) and Messrs. Ahern, Brickett,
Sauerteig and Silverstone 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 5 times in 1997. In 1997, seven 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 was, until March 31,1998, a partner in the
law firm of Silverstone & Koontz, which represented the Company
on rate matters in 1997.
Mr. Sauerteig is a principal in the law firm of Levett,
Rockwood and Sanders, which provided legal services to the
Company in past years 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 1999 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, 1999.
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, 1998.
<TABLE>
<S> <C> <C>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership Of Class
Group consisting of
Cohn Realty & Investment, 185,960 Shares (1) 24.25%
Betsy Henley-Cohn, John
J. Crawford, as custodian
for Juri Henley-Cohn, and
as custodian for
Jesse Henley-Cohn, Joel
Cohn Revocable Trusts 1A, 2A
and 2B, Betsy Cohn Spray
Trust, Harry Berkowitz Revocable
Trust, Betsy Cohn Income Trust,
80 Hamilton Street,
New Haven, CT 06511, and
Ruth Weisman,
26 Kohary Drive, New Haven,
CT 06515.
James E. Cohen, 315 Main Street,
Derby, CT 06418 39,098 Shares (2) 5.10%
John J. Crawford, 70 Indian Road,
Guilford, CT 06437 66,262 Shares (3) 8.74%
</TABLE>
(1) Of the 185,960 shares owned by this Group, Betsy
Henley-Cohn owns options to purchase 10,000 shares of the
Company's Common Stock under the Company's 1994 Stock Incentive
Plan, which options are exercisable within 60 days of April
13, 1998, the record date for the Company's 1998 Annual Meeting
of Stockholders (the "Record Date"). 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 36,000 shares; John J. Crawford, as
custodian for Juri Henley-Cohn, has beneficial ownership of
21,900 shares; John J. Crawford, as custodian for Jesse
Henley-Cohn, has beneficial ownership of 22,206 shares; Joel
Cohn Revocable Trust 1A has beneficial ownership of 26,380
shares; Joel Cohn Revocable Trust 2A has beneficial ownership
of 1,500 shares; Joel Cohn Revocable Trust 2B has beneficial
ownership of 1,000 shares; Betsy Cohn Spray Trust has
beneficial ownership of 32,188 shares; Betsy Cohn Income Trust
has beneficial ownership of 10,960 shares; Harry Berkowitz
Revocable Trust has beneficial ownership of 16,098 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. Except for the options owned by Betsy
Henley-Cohn described above, 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 and from other information available to the
Company.
(2) Includes 32,598 shares held by Mr. Cohen as Trustee for
the David B. Cohen Family Trust, options to purchase 5,000
shares under the Company's Stock Option Plan for Non-Employee
Directors exercisable within 60 days of the Record Date, and
1,500 shares held in a brokerage custodial account for Mr.
Cohen's benefit.
(3) Includes 5,830 shares held jointly by Mr. Crawford and his
wife, 22,206 shares held by Mr. Crawford as custodian for the
benefit of Jesse Henley-Cohn, and 21,900 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 22,206 shares held in trust for the benefit of Jesse
Henley-Cohn and the 21,900 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>
<S> <C> <C>
Common Shares
Beneficially Owned Percent
Name As of February 28, 1998 (1) of Class (2)
Stephen P. Ahern 18,377 (3) 2.40%
Edward G. Brickett 8,925 1.16
James E. Cohen 39,098 (4) 5.10
Betsy Henley-Cohn 185,960 (5) 24.25
Alvaro da Silva 100 .01
Aldore J. Rivers 12,156 1.58
B. Lance Sauerteig 825 .11
Kenneth E. Schaible 5,855 .76
David Silverstone 4490 .59
John S. Tomac 200 .03
Executive Officers,
Directors and Nominees
as a group, 10 in
number 275,986 34.26%
</TABLE>
(1) Includes options to purchase shares of Common Stock
exercisable within 60 days of the Record Date, as follows: Mr.
Ahern, 4,375; Mr. Brickett, 5,000; Mr. Cohen, 5,000; Ms.
Henley-Cohn, 10,000; Mr. Rivers, 10,000; Mr. Sauerteig, 825;
Mr. Schaible, 4,375; and Mr. Silverstone, 4,375.
(2) For the purpose of calculating the percentage of Common
Stock beneficially owned (a) by the individual persons listed
in the table, the number of options held by such person is
included in both the number of shares beneficially owned by the
person and in the total number of shares outstanding in the
class with respect to the individual person's percentage
calculation, and (b) by the directors and officers as a group,
the total number of shares beneficially owned by the group and
the total number of shares outstanding includes the 43,950
shares issuable upon the exercise of options exercisable by all
persons in the group within 60 days of the Record Date.
(3) Includes 1,700 shares owned by Ahern Family Limited
Partnership.
(4) Includes 32,598 shares held by Mr. Cohen as Trustee for
the David B. Cohen Family Trust, and 1,500 shares held in a
brokerage custodial account for Mr. Cohen's benefit.
(5) Ms. Henley-Cohn is a member of the shareholder group
described in the preceding table. The 185,960 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.
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, 1997, 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 1997. Ms. Henley-Cohn
received an annual salary of $52,000 for services in pursuit of
land sales during 1997 and as Chairwoman of the Board of
Directors.
Executive Officers: The following table sets forth the
annual cash compensation for Mr. Rivers, the Company's Chief
Executive Officer and only Executive Officer whose total annual
salary exceeded $100,000, for each of 1995, 1996 and 1997. The
Company has no long-term incentive plans.
Annual Compensation
Name and
Principal Position Year Salary* Bonus
<TABLE>
<S> <C> <C> <C>
Aldore J. Rivers,
President, CEO and Director 1995 $101,404 $2,500
1996 $105,404 N/A
1997 $111,404 N/A
</TABLE>
* 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
1995, 1996 and 1997.
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. 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 make one hundred eighty
(180) monthly supplemental pension payments of (a) $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 and (b) if he should die after reaching the
age of 65 but before the end of the 180-month period and his
spouse survives him; $585 each to her until the earlier of her
death or the expiration of the balance 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 and his spouse 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 1998 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 1998
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 1999 Annual Meeting of Stockholders, such proposal must
be received by the Company on or before January 1, 1999 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, 1997, 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 Edward G. Brickett and James E. Cohen
as proxies, each with the power to appoint his substitute, and hereby
authorize 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 13, 1998 at the annual meeting of shareholders
to be held on May 13, 1998, 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: S.P. Ahern
directors of E.G. Brickett
the Company J.E. Cohen
A. da Silva
B. Henley-Cohn
A.J. Rivers
B.L. Sauerteig
K.E. Schaible
D. Silverstone
2. To approve the appointment of Dworken, FOR AGAINST ABSTAIN
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.
SIGNATURES(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 of partner.
