1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 1999 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 0-8084
Connecticut Water Service, Inc.
(Exact name of registrant as specified in its charter)
Connecticut 06-0739839
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
93 West Main Street, Clinton, CT 06413-1600
(Address of principal executive offices) (Zip Code)
(860) 669-8636
(Registrant's telephone number, including area code)
Not Applicable
(Former name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a count. Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
4,546,850
Number of shares of common stock outstanding, March 31, 1999
2
CONNECTICUT WATER SERVICE, INC.
Financial Report
March 31, 1999 and 1998
TABLE OF CONTENTS
PART I, ITEM 1: FINANCIAL STATEMENTS
Consolidated Balance Sheets at March 31, 1999
and December 31, 1998 Page 3
Consolidated Statements of Capitalization at
March 31, 1999 and December 31, 1998 Page 4
Consolidated Statements of Income for Three Months
Ended March 31, 1999 and 1998 Page 5
Consolidated Statements of Retained Earnings for Three
Months Ended March 31, 1999 and 1998 Page 6
Consolidated Statements of Cash Flows for Three Months
Ended March 31, 1999 and 1998 Page 7
Notes to Consolidated Financial Statements Page 8
PART I, ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations Page 9
PART II, ITEM 4: Submission of Matters to a Vote
of Security Holders Page 13
PART II, ITEM 6: Item 6(a) - Exhibits Page 14
Signature Page Page 15
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AT MARCH 31, 1999 AND DECEMBER 31, 1998
(IN THOUSANDS)
MARCH 31,
1999 DEC. 31,
ASSETS (UNAUDITED) 1998
- ------ ----------- --------
Utility Plant
Utility Plant $ 220,582 $ 220,455
Construction Work in Progress 5,241 4,459
Utility Plant Acquisition Adjustments (1,253) (1,253)
--------- ---------
224,570 223,661
Accumulated Provision for Depreciation (57,404) (56,335)
--------- ---------
Net Utility Plant 167,166 167,326
--------- ---------
Investments 1,933 1,900
--------- ---------
Current Assets
Cash 1,062 53
Accounts Receivable (Less Allowance, 1999- $231; 1998 - $160) 4,214 4,841
Accrued Unbilled Revenues 2,561 2,776
Materials and Supplies, at Average Cost 692 664
Prepayments and Other Current Assets 934 197
--------- ---------
Total Current Assets 9,463 8,531
--------- ---------
Deferred Charges and Regulatory Assets
Unamortized Debt Issuance Expense 5,816 5,870
Income Taxes 9,022 8,998
Postretirement Benefits Other Than Pension 1,150 1,150
Other Costs 897 811
--------- ---------
Total Deferred Charges and Regulatory Assets 16,885 16,829
--------- ---------
TOTAL ASSETS $ 195,447 $ 194,586
========= =========
CAPITALIZATION AND LIABILITIES
Capitalization (See accompanying statements)
Common Stockholders' Equity $ 58,071 $ 57,945
Preferred Stock 772 772
Long-Term Debt 62,493 62,501
--------- ---------
Total Capitalization 121,336 121,218
--------- ---------
Current Liabilities
Interim Bank Loans Payable 3,724 1,895
Accounts Payable and Accrued Taxes and Interest 6,244 7,819
Other 2,353 2,442
--------- ---------
Total Current Liabilities 12,321 12,156
--------- ---------
Long-Term Liabilities
Advances for Construction 15,089 14,746
Contributions in Aid of Construction 19,877 19,878
Deferred Federal Income Taxes 15,148 14,898
Unfunded Future Income Taxes 8,500 8,500
Unfunded Postretirement Benefits Other Than Pension 1,150 1,150
Unamortized Investment Tax Credits 2,026 2,040
--------- ---------
Total Long-Term Liabilities 61,790 61,212
--------- ---------
TOTAL CAPITALIZATION AND LIABILITIES $ 195,447 $ 194,586
========= =========
The accompanying notes are an integral part of these financial statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CAPITALIZATION
AT MARCH 31, 1999 AND DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31,
1999 DEC. 31,
(UNAUDITED) 1998
----------- --------
Common Stockholders' Equity
Common Stock Without Par Value Authorized - 7,500,000 Shares; 44,203 44,195
Shares Issued and Outstanding: 1999 - 4,546,850; 1998 - 4,536,285 (1,385) (1,385)
Stock Issuance Expense
Retained Earnings 15,253 15,135
-------- --------
Total Common Stockholders' Equity 58,071 57,945
-------- --------
Cumulative Preferred Stock of Connecticut Water Service, Inc.
Series A Voting, $20 Par Value; Authorized, Issued and
Outstanding 15,000 Shares, Redeemable at $21.00 Per Share 300 300
Series $.90 Non-Voting, $16 Par Value; Authorized 50,000 Shares
Issued and Outstanding 29,499 Shares, Redeemable at $16.00 Per Share 472 472
-------- --------
Total Preferred Stock of Connecticut Water Service, Inc. 772 772
-------- --------
Long-Term Debt
The Connecticut Water Company
First Mortgage Bonds
5 7/8% Series R, due 2022 14,800 14,800
6.65% Series S, due 2020 8,000 8,000
5 3/4% Series T, due 2028 5,000 5,000
5.3% Series U, due 2028 4,550 4,550
6.94% Series V, due 2029 12,050 12,050
-------- --------
44,400 44,400
Unsecured Water Facilities Revenue Refinancing Bonds
5.05% 1998 Series A, due 2028 10,000 10,000
5.125% 1998 Series B, due 2028 8,000 8,000
Other
5.5% Unsecured Promissory Note 124 132
-------- --------
18,124 62,532
Less Current Portion (31) (31)
-------- --------
Total Long-Term Debt 62,493 62,501
-------- --------
TOTAL CAPITALIZATION $121,336 $121,218
======== ========
The accompanying notes are an integral part of these financial statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1999 1998
(UNAUDITED) (UNAUDITED)
----------- -----------
Operating Revenues $ 8,858 $ 8,672
------- -------
Operating Expenses
Operation and Maintenance 3,778 3,588
Depreciation 1,038 936
Federal and State Income Taxes 720 860
Municipal Taxes 862 813
Payroll Taxes 165 171
------- -------
Total Operating Expenses 6,563 6,368
------- -------
Utility Operating Income 2,295 2,304
------- -------
Other Income (Deductions)
Interest 59 24
Allowance for Funds Used During Construction 118 130
Gain on Sale of Property 5 0
Non-Water Sales Earnings 37 28
Miscellaneous Income (Deductions) (2) (3)
Taxes on Other Income (12) (17)
------- -------
Total Other Income (Deductions) 205 162
------- -------
Interest and Debt Expense
Interest on Long-Term Debt 922 867
Other Interest Charges 66 162
Amortization of Debt Expense 54 47
------- -------
Total Interest and Debt Expense 1,042 1,076
------- -------
Net Income Before Preferred Dividends 1,458 1,390
Preferred Stock Dividend Requirement 10 10
------- -------
Net Income Applicable to Common Stockholders $ 1,448 $ 1,380
======= =======
Weighted Average Common Shares Outstanding 4,540 4,534
======= =======
Basic and Fully Diluted Earnings Per Average Common Share $ 0.32 $ 0.30
======= =======
Dividends Per Common Share $0.29333 $ 0.290
======= =======
The accompanying notes are an integral part of these financial statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1999 1998
(UNAUDITED) (UNAUDITED)
----------- -----------
Balance at Beginning of Period $15,135 $13,490
Net Income 1,458 1,390
------- -------
16,593 14,880
------- -------
Dividends Declared:
Cumulative Preferred, Class A, $.20 per share 3 3
Cumulative Preferred, Series $.90, $.225 per share 7 7
Common Stock - 1999 $.29333 per share; 1998 $.29 per share 1,330 1,313
------- -------
1,340 1,323
------- -------
Balance at End of Period $15,253 $13,557
======= =======
The accompanying notes are an integral part of these financial statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(IN THOUSANDS)
1999 1998
(UNAUDITED) (UNAUDITED)
----------- -----------
Operating Activities:
Net Income Before Preferred Dividends $ 1,458 $ 1,390
------- -------
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation (including $31 in 1999, $31 in 1998 charged to other accounts) 1,070 967
Change in Assets and Liabilities:
(Increase) Decrease in Accounts Receivable and Accrued Unbilled Revenues 842 7
(Increase) Decrease in Other Current Assets (765) (1,023)
(Increase) Decrease in Other Non-Current Items (65) (201)
Increase (Decrease) in Accounts Payable, Accrued Expenses and
Other Current Liabilities (1,665) (1,507)
Increase (Decrease) in Deferred Federal Income Taxes and
Investment Tax Credits, Net 211 211
------- -------
Total Adjustments (372) (1,546)
------- -------
Net Cash Provided by (Used for) Operating Activities 1,086 (156)
------- -------
Investing Activities:
Gross Additions to Utility Plant (including Allowance for Funds
Used During Construction of $118 in 1999 and $130 in 1998) (910) (1,314)
------- -------
Financing Activities:
Proceeds from Interim Bank Loans 3,724 5,571
Repayment of Interim Bank Loans (1,895) (8,811)
Proceeds from Issuance of Common Stock 8 63
Net Proceeds from Issuance of Long-Term Debt 0 8,000
Repayment of Long-Term Debt (7) (8)
Advances, Contributions and Funds From Others for Construction, Net 343 49
Costs Incurred to Issue Long-Term Debt, Preferred Stock, and Common Stock 0 (1,221)
Cash Dividends Paid (1,340) (1,323)
------- -------
Net Cash Provided by (Used in) Financing Activities 833 2,320
------- -------
Net Increase (Decrease) in Cash 1,009 850
Cash at Beginning of Year 53 346
------- -------
Cash at End of Period $ 1,062 $ 1,196
======= =======
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Interest (Net of Amounts Capitalized) $ 1,599 $ 1,020
State and Federal Income Taxes $ 370 $ 325
The accompanying notes are an integral part of these financial statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements included herein have been prepared by
CONNECTICUT WATER SERVICE, INC. (the Company), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission and reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for interim periods. Certain information and footnote
disclosures have been omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these consolidated financial
statements be read in conjunction with the financial statements and the notes
thereto included in the Company's latest annual report on 10-K.
The results for interim periods are not necessarily indicative of
results to be expected for the year since the consolidated earnings are subject
to seasonal factors.
2. Earnings per average common share are calculated by dividing net income
applicable to common stock by the average number of shares of common stock
outstanding during the respective periods as detailed:
3 Months Ended 12 Months Ended
--------------------- -----------------------------------
3/31/99 3/31/98 3/31/99 3/31/98 12/31/98
--------- --------- --------- --------- ---------
Common Shares Outstanding:
January 1, 1998 -- -- -- -- 4,527,636
April 1, 1998 & 1997
respectively -- 4,535,249 4,524,429 --
January 1, 1999 & 1998
respectively 4,536,285 4,527,636 -- -- --
Common Shares Issued:
To CSE - June 13, 1997 -- -- -- 60 --
To 401-K - June 30, 1997 -- -- -- 1,163 --
To CSE - September 15, 1997 -- -- -- 61 --
To 401-K - September 30, 1997 -- -- -- 1,002 --
To CSE - December 15, 1997 -- -- -- 57 --
To 401-K - December 31, 1997 -- -- -- 864 --
To PSP- February 18, 1998 -- 6,921 -- 6,921 6,921
To CSE - March 15, 1998 -- 102 -- 102 102
To 401-K - March 30, 1998 -- 590 -- 590 590
To CSE - June 15, 1998 -- -- 95 -- 95
To 401-K - June 30, 1998 -- -- 446 -- 446
Liquidation of Fractional Shares -- -- (587) -- (587)
To CSE - September 15, 1998 -- -- 82 -- 82
To 401-K - September 30, 1998 -- -- 528 -- 528
To CSE - December 15, 1998 -- -- 81 -- 81
To 401-K - December 31, 1998 -- -- 391 -- 391
To PSP - March 1, 1999 10,418 -- 10,418 -- --
To CSE - March 15, 1999 147 -- 147 -- --
--------- --------- ---------- --------- ---------
Common Shares Outstanding:
March 31, 1999 & 1998
respectively 4,546,850 4,535,249 4,546,850 4,535,249
========= ========= ========== =========
December 31, 1998 4,536,285
=========
Weighted Average Common Shares Outstanding:
Days outstanding basis* 4,539,900 4,533,741 4,529,145 4,527,627 4,535,150
========= ========= ========== ========= =========
* Basic and Fully diluted are the same
PSP = Performance Stock Program
401-K = Company contribution to employees' 401-K savings plan
CSE = Common Stock Equivalents
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
PART I, ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CORPORATE RESOURCES
At March 31, 1999 the Company had $5,276,000 of unused lines of interim
bank loan credit available.
RESULT OF OPERATIONS
THE FOLLOWING FACTORS HAD A SIGNIFICANT EFFECT UPON THE COMPANY'S NET
INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1999 AS COMPARED WITH THE NET INCOME
FOR THE SAME PERIOD LAST YEAR.
Net income applicable to common stock for the three months ended March
31, 1999 increased from that of March 31, 1998 by $68,000, or $.02 per average
common share. The increase in net income resulted, in part, from a $186,000
increase in revenue. In addition, the Company experienced lower interest and
debt expense through a combination of long-term debt refinancing, during the
second quarter of 1998, and the accounting for common stock equivalent shares
outstanding. Income taxes were lower in part due to a reduction in the state
income tax rate and an increase in the state tax credit for investment in
equipment and machinery. These items which increased net income were partially
offset by normal increases in operating expenses.
YEAR 2000
Like many organizations, the Company is currently evaluating and
responding to its exposure to the Year 2000 problem. In general terms, the
problem arises from the fact that many existing computer systems and other
equipment containing date-sensitive embedded technology (including
non-information technology equipment and systems) use only two digits to
identify a year in the date field, with the assumption that the first two digits
of the year are always "19". As a result, such systems may misinterpret dates
after December 31, 1999, which may result in miscalculations, other malfunctions
or the total failure of such systems. Additional problems arise from the fact
that the Year 2000 is a special case leap year. Because the Company is dependent
upon the proper functioning of computer systems and other equipment containing
date-sensitive embedded technology, a failure of such systems and equipment to
be Year 2000 compliant could have a material adverse effect on the Company. If
not remedied, potential risks include business interruption or shutdown,
financial loss, regulatory actions and legal liability.
The Company has established a team of senior managers to address the
Year 2000 problem. This team is currently evaluating the Company's exposure to
the Year 2000 problem and has prepared, and is executing a plan for managing the
risks and costs associated therewith. The DPUC is reviewing the readiness of
nine utilities, of which the Company is one.
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The Company's general process of addressing the Year 2000 problem can
be broken down into the following steps: (a) inventorying systems, equipment and
other items (including those of third parties) that potentially present a Year
2000 problem, (b) assigning priorities to identified items, (c) assessing the
Year 2000 compliance of the items determined to be material to the Company
through internal testing and outside certification,(d) repairing or replacing
items determined to be non-compliant, and (e) designing and implementing
contingency plans around items that are identified to be subject to, a Year 2000
problem but unable to be tested or otherwise determined to be compliant.
Since 1996, the Company has been implementing a new Management
Information System (MIS) encompassing operational and administrative
applications. In addition to enhanced customer service technology and increased
administrative and operational efficiencies, the new system is certified to be
Year 2000 compliant. The integration of the new system is now complete. The
costs of implementing the new system totalled approximately $2 million, which
the Company has capitalized. The Company has done preliminary internal testing
of the MIS and intends to complete its Year 2000 testing of MIS, during the
second quarter of 1999. The Company has found no indication that the MIS is not
Year 2000 compliant as certified by its software or hardware vendors.
The Company also is evaluating the Year 2000 compliance of systems and
equipment which are not linked to the MIS and is in the process of identifying
the items that could be impacted by the Year 2000 problem. The Company expects
that this inventory of items which are subject to Year 2000 susceptibility will
be completed by the end of the second quarter 1999. Once the Company determines
that an item may present a Year 2000 problem, the Company contacts the supplier
to obtain adequate assurance that it is Year 2000 compliant or determines and
addresses any non-compliance. In addition, wherever practical, the Company
independently tests the item for compliance. The Company has obtained supplier
compliance certification for approximately 80% of the items that it has
inventoried as potentially non-compliant and has completed testing or has gotten
vendor certification on approximately 50% of such items. The Company estimates
that this assessment process will be completed by the end of the second quarter
of 1999, and anticipates deploying and testing all repairs and replacements of
non-compliant systems and equipment by the end of August, 1999.
In addition to its own systems and equipment, the Company depends upon
the proper function of computer systems and other date-sensitive equipment of
outside parties. These parties include other water companies, banks,
telecommunications service providers and electric and other utilities. The
Company has initiated communications with such parties to determine the extent
to which they are vulnerable to the Year 2000 issue and, in certain
circumstances, to coordinate joint testing. The Company has not yet received
sufficient information about their remediation plans to predict the outcome of
their efforts. If the third parties with which the Company interacts have Year
2000 problems that are not remedied, resulting problems could include the loss
of telecommunications and electrical service, the receipt of inaccurate
financial and billing-related information, and the disruption of capital flows
potentially resulting in liquidity stress.
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Due to the uncertainties presented by such third party Year 2000
problems, and the possibility that, despite its efforts, the Company is
unsuccessful in preparing its internal systems and equipment for the Year
2000,the Company will have completed contingency plans for dealing with the most
reasonably likely worst case scenario. Such plans include manual backups for
crucial automated systems, the use of electrical generators capable of
sustaining operations through a power failure, and enhanced transition-period
staffing to compensate for automation and communication failures. The Company's
assessment of its most reasonably likely worst case scenario and the exact
nature and scope of its contingency plans will be affected by the Company's
continued Year 2000 assessment and testing. The Company expects to complete such
assessment and contingency plans during the second and third quarter of 1999 and
to have all contingency systems in place and fully tested by the fourth quarter
of 1999. As the Company already has extensive disaster-contingency systems in
place, it does not believe that the cost of preparing or effecting Year 2000
contingency plans will be material.
The Company does not believe that the costs of addressing the Year 2000
problem, excluding the costs of the MIS, will be material to the Company's
financial condition. The Company anticipates spending approximately $300,000 for
effecting its Year 2000 program in 1999. The Company has funded, and expects to
continue to fund, the costs of its Year 2000 efforts through its operating cash
flow.
The costs of the Company's Year 2000 program and the timetable for
completing its Year 2000 preparations are based on current estimates, which
reflect numerous assumptions about future events, including the continued
availability of certain resources, the timing and effectiveness of third-party
remediation plans and other factors. The Company can give no assurance that
these estimates will be achieved, and actual results could differ materially
from those currently anticipated. In addition, there can be no assurance that
the Company's Year 2000 program will be effective or that its contingency plans
will be sufficient. Specific factors that might cause such material differences
include, but are not limited to, the availability and cost of personnel trained
in this area, the ability to locate and correct relevant computer software codes
and embedded technology, the results of internal and external testing and the
timeliness and effectiveness of remediation efforts of third parties.
ACQUISITION
On April 16, 1999, the Company issued 39,130 shares of its Common Stock
in exchange for all the outstanding Common Stock of Gallup Water Service, Inc.
(Gallup). It also issued 8,696 shares of its Common Stock for the office
building housing the Gallup operations. The merger qualified as a tax-free
reorganization and will be accounted for as a pooling of interests. In this
report, March financial statements have not been restated for this subsequent
transaction. Condensed Statements of Income and Condensed Balance Sheets of
Gallup are as follows:
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The Gallup Water Service, Incorporated
Condensed Statements of Income
(In thousands, except per share amounts)
Twelve Months Ended
December 31,
1998 1997
---- ----
Operating Revenues $583 $592
Operating Expense 486 528
Operating Income 97 64
Other Income 3 6
Interest and Debt Expense 31 38
Net Income Applicable to Common Shareholders $ 69 $ 32
CWS Common Stock Shares Issued for
Gallup stock (in thousands) 39 39
Earnings Per Share on CWS Shares Issued to
Acquire Gallup $1.77 $.82
The Gallup Water Service, Incorporated
Condensed Balance Sheets
(In thousands)
December 31,
1998 1997
---- ----
ASSETS
Net Utility Plant $1,378 $1,374
Current Assets 225 235
Other Assets 157 203
------ ------
Total Assets $1,760 $1,812
====== ======
CAPITALIZATION AND LIABILITIES
Shareholders Equity $ 460 $ 387
Long-Term Debt 255 283
Current Liabilities 19 126
Other Liabilities and Deferred Credits 1,026 1,016
------ ------
Total Capitalization and Liabilities $1,760 $1,812
====== ======
FORWARD LOOKING INFORMATION
This report, including management's discussion and analysis, contains
certain forward looking statements regarding the Company's results of operations
and financial position. These forward looking statements are based on current
information and expectations, and are subject to risks and uncertainties, which
could cause the Company's actual results to differ materially from expected
results.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
PART II, ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 23, 1999, at its annual meeting, the stockholders of
Connecticut Water Service, Inc. elected the following directors for,
Number of Common Shares Cast
----------------------------
Abstentions
Affirmative Negative and Non-Votes
----------- -------- -------------
a two year term until 2001:
Arthur C. Reeds 3,218,535 0 39,937
a three year term until 2002:
Harold E. Bigler 3,211,274 0 47,198
Mary Ann Hanley 3,216,622 0 41,850
Ronald D. Lengyel 3,220,893 0 37,579
Donald B. Wilbur 3,220,447 0 38,025
Preferred Series A stockholders cast 10,029 affirmative votes for each
of the Directors listed above. There were 150 abstentions for each of the
Directors listed above.
Directors whose term of office continue until 2000 are Francis E.
Baker, Rudolph E. Luginbuhl, Harvey G. Moger, Warren C. Packard.
Directors whose term of office continue until 2001 are Marcia L. Hicks,
Marshall T. Chiaraluce, Robert F. Neal.
Other matters voted on at the annual meeting are the appointment of
Arthur Andersen LLP as independent auditor and proposed amendments to the
Company's Performance Stock Program:
Number of Shares Cast
---------------------
Abstentions
Arthur Andersen LLP Affirmative Negative and Non-Votes
- ------------------- ----------- -------- -------------
Common Stock 3,188,616 39,267 30,589
Preferred Series A Stock 9,779 250 150
Performance Stock Program:
Number of Shares Cast
---------------------
Abstentions
Voting Affirmative Negative and Non-Votes
- ------ ----------- -------- -------------
Common Stock 2,800,407 332,497 125,568
Preferred Series A Stock 9,054 150 975
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PART II, ITEM 6(A): EXHIBITS
Exhibits to Part I:
Exhibit 10.23 - Amended and Restated to Company's Performance
Stock Program effective April 23, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Connecticut Water Service, Inc.
(Registrant)
Date: May 7, 1999 By /s/ David C. Benoit
-----------------------
David C. Benoit
Vice President - Finance
Date: May 7, 1999 By: /s/ Peter J. Bancroft
----------------------
Peter J. Bancroft
Assistant Treasurer