SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Birmingham Utilities, Inc.
(Name of Issuer)
Common Stock (no par value)
(Title of Class of Securities)
036546 0
(CUSIP Number)
Ms. Betsy Henley-Cohn
80 Hamilton Street
New Haven, Connecticut 06511
(203) 772-2420
with a copy to:
Robert J. Metzler II, Esq.
Tyler Cooper & Alcorn, LLP
CityPlace - 35th Floor
Hartford, Connecticut 06103
(860) 725-6200
(Name, address and telephone number of person authorized
to receive notices and communications)
April 1, 2000
(Dates of events which require
filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this Schedule because of
Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
PAGE 2
CUSIP No. 036546 0
(1) Name of Reporting Person and Social Security Number:
Betsy Henley-Cohn ###-##-####
(2) Check the Appropriate Box if a Member of a Group:
(a) (b)
(3) SEC USE ONLY:
(4) Source of Funds: (WC)
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(3): [ ]
(6) Citizenship: United States
Number of Shares Beneficially Owned by Reporting Person With:
(7) Sole Voting Power: 20,000
(8) Shared Voting Power: 159,496
(9) Sole Dispositive Power: 20,000
(10) Shared Dispositive Power: 159,496
(11) Aggregate Amount Beneficially Owned By Reporting
Person: 179,496
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
(13) Percent of Class Represented by Amount in Row (11):
11.28%
(14) Type of Reporting Person: IN
PAGE 3
Item 1. Security and Issues.
This Statement relates to the Common Stock, no par value
("Common Stock"), of Birmingham Utilities, Inc. (the "Company"),
a Connecticut corporation. The address of the Company's
principal executive offices is 230 Beaver Street, Ansonia,
Connecticut 06401.
Item 2. Identity and Background.
This Schedule is filed by Betsy Henley-Cohn. The business
address of Ms. Henley-Cohn is 80 Hamilton Street, New Haven,
Connecticut 06511.
Ms. Henley-Cohn's present principal employment is as
Chairwoman of the Board of Directors of the Company and
Chairwoman and Treasurer of Joseph Cohn & Sons, Inc., a
construction subcontractor, with its principal office and place
of business at 80 Hamilton Street, New Haven, Connecticut 06511.
Ms. Henley-Cohn has not, during the last 5 years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as
a result of which such person is or was subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws. Ms. Henley-Cohn is a United States Citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of the Company's Common Stock held by Ms. Henley-
Cohn and reflected in this Schedule 13D were purchased by her
from time to time during the past twenty years. The source of
all funds utilized to effect the purchase of the shares was from
the personal funds of Ms. Henley-Cohn. All such shares of Common
Stock were acquired by purchase.
Item 4. Purpose of Transaction.
The shares of the Company's Common Stock held by Ms. Henley-
Cohn were acquired by her from time to time over the past twenty
years. The initial acquisition of Common Stock by parties
affiliated with Ms. Henley-Cohn was disclosed pursuant to a
Schedule 13D filed with the Securities and Exchange Commission
(the "Commission") on November 3, 1980, as amended by Amendment
No. 1 to the Schedule 13D filed with the Commission on September
15, 1981 (collectively, the "Original 13D"). The Original 13D
was filed on behalf of a group of shareholders of the Company
(the "Original Group") comprised of Joseph H. Sylvester, Eugene
D. Micci, James E. Cohen, James E. Cohen as Custodian for Daniel
Cohen, James E. Cohen as Custodian for Matthew Cohen, David B.
Cohen, Ruth Weisman, Stella Berkowitz, Betsy Henley-Cohn as
Custodian for Juri Henley-Cohn, Cohn Realty, Joseph Cohn & Sons
Incorporated Profit Sharing Plan, and Joseph Cohn & Sons
Incorporated Pension Trust.
PAGE 4
Since the date of the Original 13D, both the members and the
holdings of the Original Group have undergone significant
changes. A number of members of the Original Group are now
deceased, while other members no longer hold Common Stock. Given
these significant changes, and the inability of all members of
the Original Group to execute an appropriate amendment to the
Original 13D, Ms. Henley-Cohn is filing this Schedule 13D for
purposes of restating and superseding the disclosure set forth in
the Original 13D.
Ms. Henley-Cohn acquired the Common Stock to which this
Schedule 13D relates in the belief that the stock represents a
favorable investment opportunity. There are presently no plans
or proposals to purchase additional shares of Common Stock or to
dispose of the shares of Common Stick presently held. However,
additional shares may be purchased from time to time as
investment circumstances warrant. There are no present plans or
proposals which relate to, or would result in, an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation of the Company, the sale or transfer of a material
amount of the assets of the Company, any change in the present
management of the Company (which includes Ms. Henley-Cohn as
Chairwoman and Chief Executive Officer of the Company), any
material change in the present capitalization or dividend policy
of the Company, any other material change in the Company's
business or corporate structure, any changes in the Company's
charter or bylaws which may impede the acquisition of control of
the Company by any person, causing any class of securities of the
Company to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association,
causing any class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or
any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Ms. Henley-Cohn has beneficial ownership of 179,496
shares of Common Stock, or approximately 11.28% of the Common
Stock outstanding. Of these shares, Ms. Henley-Cohn owns 20,000
shares directly, 72,000 shares through Cohn Realty & Investment,
a Connecticut general partnership, 65,376 shares through the
Betsy Cohn Spray Trust, and 22,120 shares through the Betsy Cohn
Income Trust. Ms. Henley-Cohn does not own or have the right to
acquire, directly or indirectly, any other shares.
For purposes of this Schedule 13D, the percentage of Common
Stock beneficially owned was calculated with reference to
1,591,625 shares outstanding.
PAGE 5
(b) Ms. Henley-Cohn, individually, has sole power to direct
the vote, and sole power to direct the disposition, of 20,000
shares beneficially owned by her, and has shared power to vote,
and shared power to direct the disposition, of 159,496 shares
beneficially owned by her.
(c) None of the persons identified in paragraph (a) of this
Item 5 has engaged in any transaction in Common Stock of the
Company during the past sixty days.
(d) Ms. Henley-Cohen or other beneficiaries of the Betsy
Cohn Spray Trust and Betsy Cohn Income Trust generally have the
right to receive or the Power to direct the receipt of dividends
from, or the proceeds from the sale of, 87,496 of the shares of
Common Stock included in paragraph (a) of this Item 5. No other
person is known to have the right to receive or the power to
direct the receipt of dividends from, or from the proceeds from
the sale of, shares described in paragraph (a) of this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Betsy Henley-Cohn does not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect
to any securities of the Company which relate to such matters as
transfer or voting of any of such securities, finder's fees,
joint ventures, loan or option agreements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies; and no such contracts, arrangements,
understandings or relationships exist between or among her and
the Company.
Item 7. Material to be Filed as Exhibits.
None. (Signature Page Follows)
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Statement is true, complete and correct.
Dated: April 5, 2000
Betsy Henley-Cohn
