Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
-----------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to __________
Commission File Number 1-8060
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AQUARION COMPANY
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-0852232
---------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
835 Main Street, Bridgeport, Connecticut 06601
---------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(203) 335-2333
_________________________________________________________________
(Former name former address and former fiscal year, if changes
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 14 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------ ------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of November 6, 1996:
Common Stock
No Par Value (Stated Value: $1) 6,999,798
------------------------------- -----------------
Class Number of Shares
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
AQUARION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
Quarter Ended Nine Months Ended
September 30, September 30,
------------- ---------------
1996 1995 1996 1995
---- ---- ---- ----
(In thousands, except share data)
Operating revenues $ 31,101 $ 29,999 $ 86,136 $ 84,015
--------- --------- --------- ---------
Costs and expenses:
Operating 11,239 10,511 31,150 30,322
General and
administrative 4,148 5,497 13,073 13,943
Depreciation 3,154 2,907 9,507 8,721
Interest expense 2,554 2,327 7,333 6,620
Taxes other than income
taxes 3,350 3,242 10,086 9,455
------- ------- ------- -------
Total costs and expenses 24,445 24,484 71,149 69,061
------- ------- ------- -------
6,656 5,515 14,987 14,954
Allowance for funds used
during construction 364 221 927 509
------- ------- ------- -------
Income before income taxes 7,020 5,736 15,914 15,463
Income taxes 2,884 2,494 6,539 6,723
------- ------- ------- -------
Net income $ 4,136 $ 3,242 $ 9,375 $ 8,740
======== ======== ======== ========
Per share $ 0.60 $ 0.48 $ 1.36 $ 1.29
========= ======== ======== ========
Weighted average common
shares outstanding 6,950,889 6,811,252 6,910,312 6,778,430
========= ========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
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AQUARION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
UNAUDITED
Quarter Ended Nine Months Ended
September 30, September 30,
------------- -----------------
1996 1995 1996 1995
---- ---- ---- ----
(In thousands, except share data)
RETAINED EARNINGS
Beginning of period $18,226 $16,736 $18,583 $16,628
Net income 4,136 3,242 9,375 8,740
------ ------ ------ ------
22,362 19,978 27,958 25,368
Deduct: Cash dividends
declared on common
stock, $.405 per
share per quarter
in 1996 and 1995 2,823 2,715 8,419 8,105
------ ------ ------ ------
End of period $19,539 $17,263 $19,539 $17,263
====== ====== ====== ======
The accompanying notes are an integral part of these consolidated
financial statements.
-3-
AQUARION COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
ASSETS 1996 1995
------------ -----------
(Unaudited)
(In thousands)
Property, plant and equipment $ 465,758 $ 432,480
Less: accumulated depreciation 144,568 136,726
--------- ---------
Net property, plant and
equipment 321,190 295,754
--------- ---------
Current assets:
Cash and cash equivalents 76 635
--------- --------
Accounts receivable:
Customers 18,626 15,859
Miscellaneous 995 1,263
--------- --------
19,621 17,122
Less: allowance for doubtful
accounts 2,313 2,916
--------- --------
17,308 14,206
Accrued revenues 10,626 9,108
Inventories 3,926 4,105
Prepaid expenses 10,018 7,737
--------- --------
Total current assets 41,954 35,791
Goodwill 10,379 10,270
Recoverable income taxes 44,922 44,922
Other assets 27,760 27,243
--------- ---------
$ 446,205 $ 413,980
========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
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AQUARION COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND September 30, December 31,
SHAREHOLDERS' EQUITY 1996 1995
------------ -----------
(Unaudited)
(In thousands, except share data)
Shareholders' equity:
Preferred stock, no par value,
authorized 2,500,000 shares not
to exceed aggregate value of
$25,000,000, issuable in $ $
series-none issued - -
Common stock, stated value: $1
Authorized-16,000,000 shares
Issued- 7,044,288 shares in
1996 and 6,936,574 shares in
1995 7,044 6,937
Capital in excess of stated value 100,565 98,213
Retained earnings 19,539 18,583
--------- ---------
127,148 123,733
Less: cost of treasury stock, 73,257
shares in 1996 and 81,291
shares in 1995 2,021 2,231
--------- ---------
Total shareholders' equity 125,127 121,502
--------- ---------
Redeemable preferred stock of 285 285
--------- ---------
Long-term debt and other obligations 141,387 131,991
--------- ---------
Current liabilities:
Short-term borrowings, unsecured 29,200 11,600
Current maturities of long-term debt 39 62
Accounts payable and accrued 13,517 15,221
Dividends payable 2,823 2,776
Accrued interest 1,957 2,023
Taxes other than income taxes 1,679 1,713
Income taxes 1,156 1,805
--------- ---------
Total current liabilities 50,371 35,200
--------- ---------
Advances for construction 28,083 26,264
Contributions in aid of construction 24,041 23,959
Deferred land sale gains 984 620
Accrued postretirement benefit cost 4,462 3,065
Recoverable income taxes 5,944 5,944
Deferred taxes 65,521 65,150
--------- ---------
$ 446,205 $ 413,980
========= ==========
The accompanying notes are an integral part of these consolidated
financial statements.
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AQUARION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
Nine Months Ended
-----------------
September 30,
-----------------
1996 1995
---- ----
(In thousands)
Cash flows from operating activities:
Net income $ 9,375 $ 8,740
Adjustments reconciling net income to net
cash provided by operating activities:
Depreciation and amortization 10,259 9,394
Allowance for funds used during
construction (927) (509)
Provision for losses on accounts
receivable (318) 590
Deferred and prepaid income taxes, net (531) 872
Proceeds from sale of surplus
land, net of gains 297 1,446
Change in assets and liabilities (Note 3) (7,060) (8,271)
------ ------
Net cash provided by operating
activities 11,095 12,262
------ ------
Cash flows from investing activities:
Capital additions, excluding an allowance
for funds used during construction (29,375) (29,849)
Acquisition of business, less cash
acquired (2,558) -
Advances and contributions in aid of
construction 1,985 1,949
Refunds on advances for construction (539) (160)
Other investing activities (526) 105
------ ------
Net cash used in investing activities (31,013) (27,955)
------ ------
Cash flows from financing activities:
Net proceeds from short-term
borrowings 15,900 10,100
Proceeds from the issuance of common
stock, net 2,460 2,001
Principal payments on long-term debt (39) (4,057)
Proceeds from the issuance of long-
term debt 9,411 14,903
Common dividends paid (8,373) (8,065)
Bond finance charges - (373)
------ ------
Net cash provided by financing
activities 19,359 14,509
------ ------
Net decrease in cash and cash equivalents (559) (1,184)
Cash and cash equivalents, beginning of
period 635 1,335
------ ------
Cash and cash equivalents, end of period $ 76 $ 151
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
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AQUARION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
Aquarion Company (Aquarion) is a holding company whose
subsidiaries are engaged both in the regulated utility business
of public water supply and in various nonutility businesses.
Aquarion's utility subsidiaries, Bridgeport Hydraulic Company
(BHC), BHC's subsidiaries, Stamford Water Company (SWC), New
Canaan Water Company (NCWC) and Ridgefield Water Supply Company
(RWSC); and Sea Cliff Water Company (SCWC) (collectively, the
Utilities) collect, treat and distribute water for residential,
commercial and industrial customers, to other utilities for
resale and for private and municipal fire protection. The
Utilities provide water to customers in 30 communities with a
population of approximately 500,000 people in Connecticut and
Long Island, including communities served by other utilities to
which BHC makes water available on a wholesale basis for back-up
supply or peak demand purposes through BHC's Southwest Regional
Pipeline. BHC is the largest investor-owned water company in
Connecticut and, with its subsidiaries and SCWC, is among the ten
largest investor-owned water companies in the nation. The
Utilities are regulated by several Connecticut and New York
agencies, including the Connecticut Department of Public Utility
Control (DPUC) and the New York Public Service Commission (PSC).
Aquarion and its subsidiaries (collectively, the Company) are
also engaged in various nonutility activities. The Company
conducts an environmental testing laboratory business through its
Industrial and Environmental Analysts, Inc. (IEA) group of
laboratories which analyze contaminants in hazardous waste, soil,
air and water. Additionally, the Company is engaged in various
utility management service businesses through Hydrocorp, Inc.
(Hydrocorp) and Aquarion Management Services, Inc. (AMS), owns a
timber processing business through Timco, Inc. (Timco) and owns a
real estate subsidiary, Main Street South Corporation (MSSC).
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying consolidated financial statements of the
Company have been prepared in accordance with generally accepted
accounting principles for interim financial information, with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X and,
as applied in the case of rate-regulated public utilities, comply
with the Uniform System of Accounts and rate making practices
prescribed by the authorities. Accordingly, they do not include
all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. The results of operations are
not necessarily indicative of the results of operations for the
calendar year. Water consumption is less in the first quarter of
the year than during the warmer months. The laboratory testing
business is seasonal as well with traditionally lower first
quarter revenues. Other factors affecting the comparability of
various accounting periods include the timing of rate increases
granted the Utilities and the timing and magnitude of property
sales. For further information, refer to the consolidated
financial statements and accompanying footnotes included in the
Company's Annual Report on Form 10-K for the year ended December
31, 1995.
NOTE 2 - INVENTORIES
- --------------------
Inventories were comprised of the following (in thousands):
September 30, December 31,
1996 1995
------------- -----------
(Unaudited)
Lumber and logs $ 1,875 $ 2,180
Materials and supplies 2,051 1,925
------ ------
$ 3,926 $ 4,105
====== ======
NOTE 3 - SUPPLEMENTAL DISCLOSURE FOR CONSOLIDATED STATEMENTS
OF CASH FLOWS
- ------------------------------------------------------------
Changes in assets and liabilities for the nine month period ended
September 30, are set forth below (in thousands):
1996 1995
------ ------
(Unaudited)
Increase in accounts receivable $(3,818) $(1,941)
Decrease (increase) in inventory 215 (842)
Increase in prepayments (2,243) (1,034)
(Decrease) increase in accounts
payable and accrued liabilities (454) 626
Decrease in interest and taxes payable (776) (2,741)
Net changes in other noncurrent
balance sheet items 16 (2,339)
------ ------
$(7,060) $(8,271)
====== ======
Supplemental cash flow information:
Cash paid for:
Interest $7,137 $6,586
Income taxes $7,527 $8,775
NOTE 4 - SALE OF SURPLUS LAND
- -----------------------------
For the first nine months of 1996, the Company sold
approximately 25 acres of surplus land for a total of
$1,024,000. Total gains approximated $358,000, or $.05 per
share.
-8-
NOTE 5 - ACQUISITIONS
- ---------------------
On May 30, 1996, the Company acquired Sea Cliff Water
Company, a subsidiary of Emcor Group, Inc., for approximately
$2,600,000 in cash. SCWC, which has approximately 4,300
customers, serves a portion of Nassau County in Long Island, New
York, and has approximate annual revenues of $2,000,000.
On October 12, 1995, the Company completed the acquisition
of NCWC and RWSC for 123,053 shares of Aquarion common stock with
a market value of $2,828,692 and the repayment of certain
indebtedness of The New Canaan Company (NCC) in the amount of
$100,000. Immediately after the acquisition closed, the parties
completed a property exchange whereby the Monroe Environmental
Leasing Partnership (MELP) transferred to NCWC a commercial
building and the property on which it is situated, NCWC
transferred a reservoir and related property to the Second Taxing
District of Norwalk (STD) and STD in turn paid $2,200,000 to
MELP, which also received $214,157 from Aquarion. The property
exchange resulted in net income to Aquarion of approximately
$1,100,000, or 16 cents per share in 1995. The acquisition was
accounted for as a pooling of interests, and the Company did not
restate the previous year's financial statements due to the
limited impact on consolidated operating results in 1995.
NOTE 6 - RATE MATTERS
- ---------------------
On October 18, 1996, BHC filed an application with the DPUC
for a Construction-Work-in-Progress (CWIP) rate surcharge of
8.05 percent of current revenues to recover 90 percent of the
carrying costs, through September 30, 1996, of capital used in
the construction of a filtration plant at its Hemlocks Reservoir
in Fairfield, Connecticut. This plant, mandated by the Federal
Safe Drinking Water Act of 1974 (SDWA), as amended, is estimated
to cost approximately $50,000,000. This application updated the
CWIP rate surcharge of 6.93 percent granted in September 1996.
BHC will continue to file quarterly applications for increases in
the CWIP rate surcharge as construction continues through 1997,
at which time the filtration facilities are expected to be
operational and subject to general ratemaking regulations.
On July 31, 1996, BHC received approval from the DPUC for a
6.5 percent water service rate increase designed to provide a
$4,000,000 increase in annual water service revenues. As part of
the decision, BHC will be allowed to re-open the application in
1997 to include the full cost of construction of the Hemlocks
filtration plant, as well as all corresponding operating
expenses, property taxes and depreciation expense. If approved,
water service rates at that time will increase by approximately
an additional 11 percent, plus a cumulative CWIP rate surcharge,
which is estimated to be 10 percent at that time.
On April 3, 1996, SWC, NCWC and RWSC collectively, received
a final decision from the DPUC, which became effective on April
25, 1996, allowing for a 5.1 percent increase, designed to
provide a $782,000 increase in annual water service revenues.
As part of the decision, the DPUC approved SWC's proposal to
equalize the meter rates and service charges of all three
companies.
-9-
NOTE 7 - SUBSEQUENT EVENT
- -------------------------
On October 3, 1996, BHC issued a $30,000,000 unsecured note
in consideration for a loan of the proceeds from the issuance by
the Connecticut Development Authority of an equal amount of tax-
exempt Water Facilities Revenue Bonds (CDA bonds). The tax-
exempt CDA bonds bearing interest at 6.0 percent have a 40 year
maturity and are subject to alternative minimum tax. BHC has the
option to have these bonds redeemed at a price ranging from 102
percent on September 1, 2006 to 100 percent on September 1, 2010
and thereafter. The proceeds of this bond issuance are to be used
to offset costs incurred in the construction of the Hemlocks
Reservoir Filtration Project, the filtration facilities at BHC's
Lakeville and Norfolk Reservoirs and other facilities consisting
of transmission and distribution mains, service lines, meters and
hydrants for the purpose of supplying safe potable water to the
general public within the Company's service area. Under the terms
of the CDA bonds, proceeds are to be requisitioned from a
construction fund held by a trustee for planned capital
improvements. On October 3, 1996, the Company requisitioned
approximately $16,756,000 for the projects and reduced short term
borrowings to $11,300,000.
See Note 6 for additional rate increases granted subsequent
to September 30, 1996.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
- ----------------------------------------------------------
Management's Discussion and Analysis of the Results of
Operations and Financial Condition contained in Aquarion's Annual
Report on Form 10-K for the year ended December 31, 1995
(1995 Form 10-K) should be read in conjunction with the comments
below.
Capital Resources and Liquidity
- -------------------------------
Capital Expenditures
--------------------
The Company invested $29,375,000 in property, plant and
equipment in the first nine months of 1996, compared with
$29,849,000 for the same 1995 period. The Utilities accounted
for approximately $28,397,000 of plant additions during the
current nine month period, including $16,882,000 expended on SDWA
mandated filtration facilities. Management estimates that
capital expenditures will total $39,000,000 in 1996, of which
approximately $37,500,000 will be for water utility construction
programs.
Financing Activities
--------------------
Due to the magnitude of the Company's construction programs
and the capital-intensive nature of the public water supply
business, financing has been provided from both internal and
external sources. Historically, the Company's ability to finance
its capital expenditures has depended substantially on rate
relief. Pursuant to DPUC regulations, BHC is receiving
additional revenues through the implementation of a CWIP rate
surcharge in conjunction with the construction of its Hemlocks
Reservoir filtration plant. The current surcharge of 6.93
percent is designed to increase the Company's revenues by
$4,500,000 on an annual basis. The company will continue to file
applications for this surcharge quarterly during the construction
period.
-10-
The percentage of capital expenditures financed by net cash
from operating activities was 38 percent and 41 percent for the
nine months ended September 30, 1996 and 1995, respectively.
(See "Consolidated Financial Statements-Consolidated Statements
of Cash Flows.") The remainder has been provided from external
financing sources. The Company obtained funds of $1,985,000
from advances and contributions in aid of construction from
developers and customers for the nine months ended September 30,
1996.
The Company obtained funds of $2,562,000 from issuances of
Common Stock under its Dividend Reinvestment and Common Stock
purchase plan (the "Plan") for the nine months ended
September 30, 1996.
Funds from external sources historically have been borrowed
on a short-term basis and periodically refinanced through long-
term debt or equity issues. Annually in May, the unsecured
revolving credit agreements are subject to renewal with the five
banks. In 1996 the agreement between the Company and one of the
participating banks was not renewed and Fleet Bank acquired
Natwest Bank, both of which are participating banks in the
agreement. These agreements now provide $40,000,000 ($20,000,000
with one bank, $10,000,000 with the two remaining banks) of
short-term credit availability on a committed basis. At
September 30, 1996, $29,200,000 of short-term borrowings under
the agreements was outstanding, which was subsequently reduced to
$11,300,000 on October 3, 1996.
Future Financing Requirements
-----------------------------
The Company's ability to finance future utility construction
programs depends substantially on rate relief. Rate relief has
an impact on cash flow from operating activities and consequently
affects the Company's ability to obtain external financing.
Additionally, rate relief will have an impact on the Company's
ability to generate sufficient cash flows to provide a reasonable
return in the form of dividends to the Company's shareholders.
The type, amount and timing of new financings will be based on
the Company's general financial policies regarding
capitalization, as well as on market conditions and other
economic factors.
Results of Operations for the nine months and
three months ended September 30, 1996 and 1995
- ----------------------------------------------
Net income for the nine months ended September 30, 1996 was
$9,375,000 compared with $8,740,000 for the same 1995 period.
Net income for the three months ended September 30, 1996 was
$4,136,000 versus $3,242,000 for the third quarter of 1995.
During the first nine months of 1996, net income reflects the
improved operating results of the Company's public water supply
segment, as well as lower income taxes and reduced bad debt
expense, partially offset by a wetter than normal summer, lower
property sales in 1996 and continued pricing pressure on the
Laboratories, as well as the Timber processing business.
Operating revenues increased $2,121,000 and $1,102,000 for
the nine months and three months ended September 30, 1996 from
the comparable 1995 periods. Revenues from the Utilities
increased $3,815,000 and $753,000, respectively, due to the
acquisition of NCWC, RWSC and SCWC and
-11-
additional CWIP rate surcharge revenues in 1996, partially offset
by a wetter than normal year in 1996. Timber processing revenues increased
$399,000 and $520,000, respectively, due to an increase in sales
volume in the third quarter. Revenues from the Laboratories
decreased $1,106,000 for the nine months ended September 30, 1996
reflecting the impact of lower sampling receipts in 1996 combined
with continued industry pricing pressures. Property sales
decreased $1,002,000 and $207,000, respectively, due to lower
volume in the land sales program.
Operating expenses increased $828,000 and $728,000 for the
nine months and three months ended September 30, 1996 from the
comparable 1995 periods. Operating expenses at the Utilities
increased $1,100,000 and $208,000, respectively, which was
primarily the result of higher costs associated with water
treatment and distribution. The decrease in operating expenses of
$625,000 and $143,000, respectively, for the Real Estate segment
is directly the result of the lower sales volume in 1996. Timber
processing experienced an increase in operating expenses of
$474,000 and $481,000, respectively, which was largely
attributable to higher operating costs associated with the
increased sales volume.
General and administrative expenses decreased $870,000
and $1,349,000, respectively, for the nine months and three
months ended September 30, 1996 from the comparable 1995 period.
This decrease reflects the effect of reduced bad debt expense in
1996 and the non recurring retirement benefits for the former
chairman in 1995, partially offset by increased costs for
health insurance, employee benefits and other administrative
expenses in 1996 and a non recurring insurance rebate in 1995.
Depreciation expense increased $786,000 and $247,000 for
the nine months and three months ended September 30, 1996 from
the 1995 comparable periods due to general plant additions at the
Utilities.
Interest expense for the nine months and three months
ended September 30, 1996 was $713,000 and $227,000 higher than
the 1995 comparable periods due to interest expense associated
with the May 1995 debt issuance of $30,000,000 by BHC and higher
outstanding average short-term debt, primarily associated with
the filtration projects, partially offset by lower short-term
borrowing rates.
Taxes other than income taxes for the nine months and three
months ended September 30, 1996 increased $631,000 and $108,000
over the comparable 1995 periods. Increased property taxes of
$233,000 and $24,000, respectively, as well as increased payroll
and gross earnings taxes of $398,000 and $84,000, respectively,
account for these variances.
Income taxes decreased $184,000 for the nine months ended
September 30, 1996 from the comparable 1995 period due to a
lower income tax obligation in 1996. The increase in income
taxes of $390,000 for the three months ended September 30, 1996
is the result of higher taxable income in the third quarter of
1996, partially offset by a lower income tax obligation.
-12-
Significant changes in balance sheet accounts
for the nine months ended September 30, 1996
- --------------------------------------------
The increase of $1,518,000 in accrued revenues is largely
the result of higher summer revenues and CWIP surcharge at the
Utilities at September 30, 1996 versus December 31, 1995.
The increase in prepaid expenses of $2,281,000 is primarily
the result of prepaid property taxes that were paid in July and
will be expensed over the fourth quarter of 1996.
The increase of $15,900,000 in short term borrowings is
principally due to continuing construction costs for the
filtration facilities and the acquisition of SCWC. The short term
debt associated with the filtration construction costs was
refinanced on October 3, 1996 with the new CDA debt issue and
short term borrowings were reduced to $11,300,000.
PART II. OTHER INFORMATION
--------------------------
ITEM 1. - LEGAL PROCEEDINGS
- ---------------------------
All legal proceedings have previously been reported on the
Annual Report on Form 10-K in Part I, Item 3 for the year ended
December 31, 1995.
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -------------------------------------------------------------
All "Submission of Matters to a Vote of Security Holders"
have been previously reported on Form 10-Q in Part II, Item 4 for
the quarter ended March 31, 1996.
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
(a) Exhibits.
27 Financial Data Schedule (filed herewith).
-13-
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on it behalf by
the undersigned thereunto duly authorized.
AQUARION COMPANY
Date: November 8, 1996 By /s/JANET M. HANSEN
------------------------- -------------------
Janet M. Hansen
Executive Vice President,
Chief Financial Officer
and Treasurer
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