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.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or Item 22(a)(2)
of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 previoiusly 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 filing for which the offsetting fee was paid
previously. 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 Statement No.:
.................................................
3) Filing Party:
Birmingham Utilities, Inc.
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4) Dated Filed:
May 6, 1996
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BIRMINGHAM UTILITIES, INC.
230 Beaver Street
Ansonia, Connecticut 06401
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held June 12, 1996
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, June 12, 1996 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 select 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 26,
1996, 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
May 3, 1996
BIRMINGHAM UTILITIES, INC.
230 Beaver Street
Ansonia, Connecticut 06401
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To be Held June 12, 1996
May 3, 1996
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, June 12, 1996, 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 April 26, 1996, the Company had outstanding 753,586 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 majority of votes present in person or by proxy is required for
approval of Proposals 1 (Election of Directors) and 2 (Selection of
Independent Auditors) to be considered at the Meeting. 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 no effect upon those matters proposed for vote
at the Meeting.
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 nine and the enclosed proxy confers authority to vote for no more
than eight nominees. The names of the nine nominees for election as Directors
are set forth below, and the following information is furnished with respect
to them. All nominees except Mr. Sauerteig served as Directors in 1994 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.
NOMINEES FOR DIRECTORS
Name Age Business Experience During Director
The Last Five Years Since
and Other Directorships
Stephen P. Ahern 66 Vice President, Ogden Allied Security 1994
Services; Principal, Ahern Builders
Edward G. Brickett 66 Retired; Director of Finance, 1979
Town of Southington, Connecticut,
until June 1995
James E. Cohen 49 Lawyer in Practice in Derby; Director, 1982
Great Country Bank (1987-1993)
Betsy Henley-Cohn 43 Chairwoman of the Board of 1981
Directors of the Company
since May of 1992; Chairman and Treasurer,
Joseph Cohn & Sons, Inc. (painting
contractors); Director, United Illuminating
Corp.; Director, Aristotle Corp.;
Director, Society for Savings Bancorp, Inc.
(1985-1993).
Aldore J. Rivers 62 President of the Company 1986
B. Lance Sauerteig 50 Lawyer in Practice in Westport; Principal
in BLS Strategic Capital, Inc. (financial
and investment advisory company);
previously, President, First Spring
Corporation, 1986-1994 (private family
investment management company);
Director, Offitbank (a New York based
private investment management bank)
Kenneth E. Schaible 54 Senior Vice President, Webster Bank; 1994
previously, President, Shelton Savings
Bank and Shelton Bancorp., Inc., 1967
to 1995
Charles T. Seccombe 69 President and Treasurer, Seccombe's 1967
Men's Shop, Inc. (retail clothing
business)
David Silverstone 49 Lawyer in Practice in Hartford 1994
The Board of Directors' Audit Committee, consisting of Messrs. Seccombe,
Brickett and Schaible, performs the function of recommending the engagement
and reviewing the performance of the Company's independent public
accountants. The Audit Committee met two times in 1995. The Board of
Directors' Personnel and Pension Committee, consisting of Ms. Henley-Cohn
(ex-officio) and Messrs. Ahern, Brickett and Seccombe, 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 three times in 1995. In 1995, five
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.
Seccombe's Men's Shop, owned by Mr. Seccombe, in downtown Ansonia has
been utilized as a collection facility for the paying of bills and will be
used in that capacity in the future.
Mr. Silverstone is a partner in the law firm of Silverstone & Koontz,
which represented the Company on rate matters in 1995 and may do so in the
future.
Nominations and Proposals 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 1997 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, 1997.
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 26, 1996.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership Of Class
Group consisting of Cohn Realty & Investment, 181,550 Shares (1) 24.13%
Betsy Henley-Cohn, John J. Crawford, as
custodian for Juri Henley-Cohn, and as
custodian for Jesse Henley-Cohn, Joel Cohn
Revocable Trust 1A, Betsy Cohn Spray Trust,
Harry Berkowitz Revocable Trust, Betsy Cohn
Income Trust, Rosenfield-Weisman Trust,
441 Chapel St., New Haven, CT 06510, and
Ruth Weisman, 26 Kohary Drive, New Haven,
CT 06515.
John J. Crawford, 70 Indian Road, Guilford,
CT 06437 66,262 Shares (2) 8.81%
(1) Of the 181,550 shares owned by this Group, 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 35,640 shares; John J.
Crawford, as custodian for Juri Henley-Cohn, has beneficial ownership
of 21,785 shares; John J. Crawford, as custodian for Jesse Henley-Cohn,
has beneficial ownership of 22,091 shares; Joel Cohn Revocable Trust 1A
has beneficial ownership of 26,060 shares; Betsy Cohn Spray Trust has
beneficial ownership of 32,188 shares; Betsy Cohn Income Trust has
beneficial ownership of 10,460 shares; Harry Berkowitz Revocable Trust
has beneficial ownership of 16,098 shares; Rosenfield-Weisman Trust has
beneficial ownership of 6,000 shares; and Ruth Weisman has beneficial
ownership of 10,228 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 a filings with the Securities
and Exchange Commission made by the Group.
(2) Includes 5,830 shares held jointly by Mr. Crawford and his wife, 22,091
shares held by Mr. Crawford as custodian for the benefit of Jesse
Henley-Cohn, and 21,785 shares held by Mr. Crawford as custodian for
the benefit of Juri Henley-Cohn. Mr. Crawford has sole voting power
over the shares held for the benefit of Jesse Henley-Cohn and Juri
Henley-Cohn, but has no family relationship with Jesse Henley-Cohn or
Juri Henley-Cohn. The 22,091 shares held in trust for the benefit of
Jesse Henley-Cohn and the 21,785 shares held in trust for the benefit of
Juri Henley-Cohn are also included in the shares set forth in footnote
(1), above, as being held by John J. Crawford as custodian for Jesse
Henley-Cohn and Juri Henley-Cohn.
(b) The following table sets forth certain information concerning
ownership of the Company's Shares by management:
Common Shares
Beneficially Owned Percent
Name As of February 21, 1995 of Class
Stephen P. Ahern 12,772 (1) 1.70
Edward G. Brickett 3,359 .45
James E. Cohen 36,497 (2) 4.85
Betsy Henley-Cohn 181,550 (3) 24.13
Aldore J. Rivers 1,940 .26
B. Lance Sauerteig 0 (4) .00
Kenneth E. Schaible 980 .13
Charles T. Seccombe 8,069 (5) 1.07
David Silverstone 103 .01
Executive Officers, Directors and
Nominees as a group, 8 in number 245,270 32.60%
(1) Includes 1,700 shares owned by Ahern Family Limited Partnership.
(2) Includes 2,899 shares held by Mr. Cohen's son, Matthew D. Cohen, 32,598
shares held by Mr. Cohen as executor of the estate of Mr. Cohen's
father, David B. Cohen, and 1,000 shares held in a brokerage custodial
account for Mr. Cohen's benefit.
(3) Ms. Henley-Cohn is a member of the shareholder group described in the
preceding table. The 181,550 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.
(4) Mr. Sauerteig had agreed to acquire qualifying shares prior to the
scheduled June 12, 1996 meeting.
(5) All of which are held in a Trust, of which Mr. Seccombe is the Grantor
and Trustee.
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, 1995, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent shareholders were complied with.
Compensation of Directors and Executive Officers
Directors: The Company's Directors, except for Ms. Henley-Cohn and Mr.
Rivers, received an annual fee of $3,000 plus $500 for each full Board
meeting and $300 for each Committee meeting actually attended in 1995. Ms.
Henley-Cohn received an annual salary of $43,500 for services in pursuit of
land sales during 1995 and as Chairwoman of the Board of Directors.
Executive Officers: During 1993 and 1994, the Company had no Executive
Officer whose total annual salary exceeded $100,000. The Company does not
have any long-term incentive plan; nor does it pay bonuses.
The following table sets forth the annual cash compensation for Mr.
Rivers, the Company's Chief Executive Officer, for each of 1993, 1994 and
1995.
Annual Compensation
Name and Securities
Principal Position Year Salary* Underlying Options**
Aldore J. Rivers,
President, CEO and Director 1993 $ 90,225 N/A
1994 $ 92,945 10,000
1995 $ 101,404 N/A
* Includes the economic benefit of premiums on a split-dollar life insurance
policy pursuant to which Mr. Rivers is the insured and the Company is the
owner and paid the premiums in 1993, 1994 and 1995.
** On September 13, 1994, the Company's Board of Directors approved the
Birmingham Utilities, Inc. 1994 Stock Incentive Plan (the "1994 Plan"),
subject to approval by the Company's shareholders and by the Connecticut
Department of Public Utility Control ("DPUC"). The amounts set forth in the
tables, both above and below, represent the award of options to Mr. Rivers by
the Personnel and Pension Committee of the Board of Directors. Approval of
the 1994 Plan by the Company's shareholders and the DPUC was received in
1995. The options awarded to Mr. Rivers will not vest and be exercisable
until the earlier of September 12, 1996 or Mr. Rivers' death or disability.
Accordingly, none of the options are currently exercisable and none have been
exercised.
Option Grants in 1994, shareholder approval of which was obtained in the Last
Fiscal Year
Name Number of Shares %of Total Options Exercise Expiration
of Common Stock Granted to Employees Price Date
Underlying Options
Granted
Aldore J. Rivers 10,000 31.75% $10.50 9/12/2004
Employment Agreement and Split-Dollar Insurance Plan
The Company entered into an Employment Agreement with Mr. Rivers in 1990
(the "Employment Agreement"), pursuant to which the Company agreed to employ
Mr. Rivers as President of the Company until August of 1996.
The Employment Agreement provides for a so-called "Split Dollar Life
Insurance" plan for the benefit of both the Company and Mr. Rivers. The
plan provides for the Company to maintain insurance on Mr. Rivers' life in
an amount not less than $150,000, and to pay to Mr. Rivers' designee
$150,000 if he should die on or before the age of 65. The balance of the
life insurance proceeds, if any, may be retained by the Company. If Mr.
Rivers dies after reaching the age of 65, all death benefits of the policy
are retained by the Company. The Company has agreed to pay one hundred eighty
(180) monthly supplemental pension payments of (a) $1,170 each to Mr. Rivers
commencing when he reaches the age of 65 and, continuing until the earlier
of his death or the end of the 180-month period and (b) if he should die
after reaching the age of 65 but before the end of the 180-month period and
his spouse survives him, $585 each to her until the earlier of her death or
the expiration of the balance of the 180-month period. The Company expects
to use the proceeds of the life insurance to reimburse itself for the
supplemental pension payments that may be made to Mr. Rivers and his spouse
after Mr. Rivers' 65th birthday.
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 1996 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 1995 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.
Shareholder Proposals
If a shareholder intends to present a proposal for action at the 1997
Annual Meeting of Stockholders, such proposal must be received by the Company
on or before January 1, 1997 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, 1995 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
Birmingham Utilities, Inc.
230 Beaver Street
Ansonia, Connecticut 06401
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Aldore J. Rivers and Charles T. Saccombe
as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote as designated on the reverse side all
shares of common stock of Birmingham Utilities, Inc., held of record by the
undersigned on April 26, 1996 at the annual meeting of shareholders to be held
on June 12, 1996, or any adjournment thereof.
(Continued and to be signed on other side)
X Please mark your
votes as in this
example
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote for
to the contrary all nominees
below) listed below
1. To elect Nominees: S.P.Ahern
directors E.G. Brickett
of the J.E. Cohen
Company B. Henley-Cohn
A.J. Rivers
(instructions: To withhold authority to B.L. Sauerteig
vote for any one or more individual K.E. Schaible
nominee, write that nominee's name in C.T. Seccombe
the space provided below) D. Silverstone
FOR AGAINST ABSTAIN
2. To approve the appointment of Dworken,
Hillman, LaMorte & Sterczala, P.C. as the
independent auditors of the Corporation.
3. In their discretion, the proxies are authorized
to vote upon such other business as may
properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder, if no direction is made, this
proxy will be voted FOR proposals 1 and 2.
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY.
SIGNATURE(S) ____________________ DATE _____
SIGNATURE(S) ____________________ DATE _____
signature if jointly held
NOTE: Please sign exactly as name appears above. When shares held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation or
partnership, please sign in full name by authorized officer or partner.