BIWLimited
Annual Meeting of Stockholders
September 26, 2007
2:00 pm
John J. Sullivans Restaurant
557 Wakelee Avenue
Ansonia, CT
Purpose of This Meeting
Approve the agreement and plan of merger with the
South Central Regional Water Authority
South Central Regional Water Authority
Approve adjournment of this meeting, if necessary,
to solicit additional proxies if there are insufficient
votes to approve the agreement and plan of merger
to solicit additional proxies if there are insufficient
votes to approve the agreement and plan of merger
To elect the slate of Directors listed in the proxy
statement dated August 15, 2007
statement dated August 15, 2007
To approve the appointment of Dworken, Hillman,
LaMorte & Sterczala, PC as the company’s
independent auditors
LaMorte & Sterczala, PC as the company’s
independent auditors
The Merger Itself
RWA’s merger subsidiary will merge into BIW and BIW will
continue as the surviving corporation
continue as the surviving corporation
When Completed
You will receive $23.75 in cash for each of your shares of BIW
common stock
common stock
As a Result of the Merger
BIW will no longer be a publicly traded company
Price quotation will no longer be available
You will no longer be a stock holder of or have any ownership
interest in BIW
interest in BIW
RWA will receive 100% of any future earnings and growth of
BIW
BIW
Reasons for the Merger
Per share merger consideration represents a 40% premium over the
closing sale price for BIW common stock on the last trading day prior to
approval by your Board of Directors
closing sale price for BIW common stock on the last trading day prior to
approval by your Board of Directors
The familiarity of the Board of Directors with the business, operations,
financial condition and prospects of BIW
financial condition and prospects of BIW
The fact that the merger consideration will consist entirely of cash and
therefore will not be subjected to any market risk prior to closing
therefore will not be subjected to any market risk prior to closing
Your board’s belief that it cannot be predicted whether another
attractive acquisition opportunity might become available in the future
attractive acquisition opportunity might become available in the future
Cash consideration of $23.75 is 3.6 times the book value of the
company on June 30, 2007. This multiple compares favorably to many
water company mergers over the last ten years
company on June 30, 2007. This multiple compares favorably to many
water company mergers over the last ten years
The per share price paid of $23.75 represents an annual 13.5% return
on the value of your holdings without dividends from January 1, 1998,
the time when the Company began its land sale program
on the value of your holdings without dividends from January 1, 1998,
the time when the Company began its land sale program
Status of Proposed Transaction – Critical Events
Signed Agreement with the RWA on June 29, 2007
BIW/RWA/CT Water - file application with DPUC for approval on
July 13, 2007
July 13, 2007
RWA - file application with its Regional Policy board on July 18, 2007
DPUC Schedule of Events
Public hearing – Ansonia – August 22, 2007
Hearing – New Britain – August 24, 2007
Late File hearing – September 6, 2007
Briefs filed – September 13, 2007
Reply Briefs due – September 27, 2007
Draft Decision due – October 10, 2007
Written Exceptions – October 12, 2007
Final Decision – October 17, 2007
Mandatory 45 day approval period
Status of Proposed Transaction – Critical Events - cont.
RWA Schedule of Events
Public hearing – presentation to RWA Regional Policy Board -
September 10, 2007
September 10, 2007
Regional Policy Board approval – September 20, 2007
Remainder of Schedule
30 to 45 days following DPUC approval RWA sells bonds
Closing expected early to mid December
Summary
End of an Era
Birmingham Water Company formed August 30, 1859
President of the United States – James Buchanan
Ansonia Water Company formed July 9, 1864
President of the United States – Abraham Lincoln
The Fountain Water Company formed August 28, 1872
President of the United States – Ulysses S. Grant
Birmingham Water Company – Past Presidents
John I. Howe – 1859-1862
William E. Downs – 1862-1869
Stephen W. Summers – 1869-1885
William B. Wooster – 1885-1900
Charles E. Clark – 1900-1913
Charles H. Nettleton – 1913-1925
George E. Barber – 1925-1940
James B. Atwater – 1940-1958
Harold R. Bacon – 1958-1971
Summary cont.
Ansonia Water Company – Past Presidents
J.H. Bartholomew – 1864-1878
Thomas Wallace – 1878-1895
Dana Bartholomew – 1896-1900
A.H. Bartholomew – 1900-1902
Theodore L. Bristol – 1902-1955
Lardner H. Skull – 1955-1967
John B. Dearborn – 1968-1971
Ansonia Derby Water Company – Birmingham Utilities
John B. Dearborn – 1971-1985
John J. Crawford – 1985
Aldore J. Rivers – 1985-1998
John S. Tomac – 1998-2007