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 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 No.:
3) Filing Party:
Birmingham Utilities, Inc.
4) Date Filed:
April 6, 2000
BIRMINGHAM UTILITIES, INC.
230 Beaver Street
Ansonia, Connecticut 06401
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 10, 2000
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 10, 2000
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 3,
2000, 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 6, 2000
PAGE 1
BIRMINGHAM UTILITIES, INC.
230 Beaver Street
Ansonia, Connecticut 06401
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To be Held May 10, 2000
April 6, 2000
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 10, 2000, 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 March 15, 2000, the Company had outstanding 1,591,625
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 Proposal 1 (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 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
Ms. Burt and Mr. Adanti served as Directors in 1999 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.
PAGE 2
NOMINEES FOR DIRECTORS
<TABLE>
<S> <C> <C> <C>
Name Age Business Experience During Director
The Last Five Years Since
and Other Directorships
Michael J. Adanti 59 President, Southern Connecticut State
University -
Mary Jane Burt 46 Principal, The Laurer Group (Investment -
and Business Consultants); Previously,
President, Burt Medical Lab (1984-1988);
Director, INSITE ONE
James E. Cohen 53 Lawyer in Practice in Derby 1982
Betsy Henley-Cohn 47 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 (1997-1999)
Alvaro da Silva 54 President, DSA Corp (a management 1997
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)
Aldore J. Rivers 66 Retired; President of the Company 1986
until September 30, 1998
B. Lance Sauerteig 54 Lawyer in Practice in Westport; 1996
Principal in BLS Strategic Capital,
Inc. (financial and investment
advisory company); Principal in
Tortoise Capital Partners, LLC
(real estate investments); Director,
Offitbank (a New York based private
investment management company)
Kenneth E. Schaible 58 Bank Consultant and Real Estate 1994
Developer; previously, Senior
Vice President, Webster Bank,
1995-1996; President, Shelton Savings
Bank and Shelton Bancorp., Inc.,
1972 to 1995
David Silverstone 53 Utility Consultant; previously, Group 1994
Vice President and Chief Administrative
Officer, The Southern Connecticut Gas
Company (1998-February 2000); Lawyer in
Practice in Hartford until 1998
John S. Tomac 46 President and Treasurer of the Company: 1999
previously, Vice President and
Treasurer of the Company (1997-1998),
Assistant Controller, BHC Company,
1991-1997
</TABLE>
PAGE 3
The Board of Directors' Audit Committee consisted of Messrs.
Edward G. Brickett, da Silva and Schaible, during 1999. That Committee
performs the function of recommending the engagement and reviewing the
performance of the Company's independent public accountants. The Audit
Committee met 2 times in 1999. 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 4 times in 1999. In
1999, 5 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. 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 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 2001 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, 2001.
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, 1999. The
numbers of shares reported in this section reflect the effect of a
two-for-one split of the Company's common stock on March 18, 1999.
<TABLE>
<S> <C> <C>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership Of Class
Group consisting of Cohn 224,524 Shares (1) 13.40%
Realty & Investment,
Betsy Henley-Cohn, William
Swift as custodian for
Jesse Henley-Cohn, Betsy Cohn
Spray Trust and Betsy Cohn
Income Trust. 80 Hamilton Street,
New Haven, Connecticut 06511.
</TABLE>
(1) Of the 224,524 shares owned by this Group, Betsy Henley-Cohn owns
20,000 shares, 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 72,000 shares;
William Swift, as custodian for Jesse Henley-Cohn, has beneficial
ownership of 45,028 shares; Betsy Cohn Spray Trust has beneficial
ownership of 65,376 shares; Betsy Cohn Income Trust has
beneficial ownership of 22,120 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 and from other information
available to the Company.
PAGE 4
(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 March 15, 2000 (1) of Class (2)
Michael J. Adanti 2,000 .12%
Stephen P. Ahern 39,956 (3) 2.39
Edward G. Brickett 18,704 1.17
Mary Jane Burt 1,636 .10
James E. Cohen 77,196 (4) 4.60
Betsy Henley-Cohn 224,524 (5) 13.40
Alvaro da Silva 7,900 .47
Aldore J. Rivers 24,312 1.45
B. Lance Sauerteig 10,400 .62
Kenneth E. Schaible1 2,960 .77
David Silverstone 10,241 .61
John S. Tomac 20,400 1.22
Executive Officers, Directors
and Nominees as a group, 12
in number 450,229 26.92%
</TABLE>
(1) Includes options to purchase shares of Common Stock exercisable
within 60 days of April 3, 2000, the record date for the
Company's 2000 Annual Meeting of Stockholders (the "Record Date"),
as follows: Mr. Ahern, 10,000; Mr. Cohen, 10,000; Mr. da Silva,
7,500; Mr. Rivers, 6,312; Mr. Sauerteig, 10,000; Mr. Schaible,
10,000; Mr. Silverstone, 10,000 and Mr. Tomac 20,000.
(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 83,812 shares issuable upon the exercise
of options exercisable by all persons in the group within 60 days
of the Record Date.
(3) Includes 4,200 shares owned by Ahern Family Limited Partnership.
(4) Includes 64,196 shares held by Mr. Cohen as Trustee for the David
B. Cohen Family Trust, and 3,000 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 224,524 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, 1999, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent shareholders were
complied with.
PAGE 5
Compensation of Directors and Executive Officers
Directors: The Company's Directors, except for Ms. Henley-Cohn
and Mr. Tomac, received an annual fee of $3,000 plus $500 for each
full Board meeting and $300 for each Committee meeting actually
attended in 1999.
Executive Officers: The following table sets forth the annual
cash compensation for (i) Mr. Tomac, the Company's President and only
Executive Officer whose total annual salary exceeded $100,000, and
(ii) for Ms. Henley-Cohn, the Company's Chief Executive Officer, for
each of 1997, 1998 and 1999. The Company has no bonus or long-term
incentive plans.
<TABLE>
Annual Compensation
<S> <C> <C>
Name and
Principal Position Year Salary
John S. Tomac,
President and Director 1997 $6,538
1998 $89,399
1999 $105,098
Betsy Henley-Cohn,
Chairwoman of the Board and 1997 $52,000
Chief Executive Officer 1998 $52,719
1999 $61,000
</TABLE>
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 2000 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 2000 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.
PAGE 6
SHAREHOLDER PROPOSALS
If a shareholder intends to present a proposal for action at the
2001 Annual Meeting of Stockholders, such proposal must be received
by the Company on or before February 1, 2001 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, 1999, 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
