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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File
For the Fiscal Year ended December 31, 1996 No. 0-422
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MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 22-1114430
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Ronson Road, Iselin, New Jersey 08830-3020
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(Address of principal executive offices) (Zip Code)
(908) 634-1500
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each Class on which registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No par Value
--------------------------
(Title of Class)
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 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 .
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant at March 18, 1997 was $72,766,227 based on the closing market price
of $17.25 per share.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding at March 18, 1997
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Common Stock, No par Value 4,218,332
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Documents Incorporated by Reference
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Annual Report to shareholders for fiscal year ended December 31, 1996; pages 10
through 23. Parts II and IV.
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PART I
Item 1. Business
General
Middlesex Water Company (Middlesex or Company), has operated as a water
utility in New Jersey since its organization in 1897 and is in the business of
collecting, treating and distributing water for domestic, commercial, industrial
and fire protection purposes in the State and, since 1992, in the State of
Delaware through its acquisition of Tidewater Utilities, Inc. (Tidewater), as a
wholly-owned subsidiary. In April 1995, Middlesex completed the purchase of the
assets of a 2,200 customer water utility and a 2,200 customer wastewater utility
in Burlington County, New Jersey. The systems were acquired through the
Company's wholly-owned subsidiaries of Pinelands Water Company and Pinelands
Wastewater Company (jointly Pinelands). All water system's are completely
metered, including contract sales, except for fire hydrant service. The rates
charged for water services must be approved by regulatory authorities. In May
1995, Middlesex and its wholly-owned subsidiary, Utility Service Affiliates,
Inc., jointly entered into a five-year contract with the City of South Amboy to
operate and maintain the City's 2,600 customer water system. The contract is
subject to renewal for three future five-year periods.
Retail Sales
Middlesex provides water services to retail customers primarily in
eastern Middlesex County, New Jersey. Water services are now furnished to
approximately 53,000 retail customers located in an area of approximately 55
square miles of New Jersey in Woodbridge Township, the Boroughs of Metuchen and
Carteret, portions of Edison Township and the Borough of South Plainfield in
Middlesex County and, to a minor extent, a portion of the Township of Clark in
Union County. The retail customers include a mix of residential customers, large
industrial concerns and commercial and light industrial facilities. These retail
customers are located in generally well developed areas of central New Jersey.
Tidewater provides water services to almost 6,600 retail customers for
domestic, commercial and fire protection purposes in over 75 community water
systems located in Kent, Sussex and New Castle Counties in Delaware.
Pinelands provides water and wastewater services to approximately 2,200
retail customers in Burlington County, New Jersey.
Contract Sales
Middlesex also provides water on a wholesale basis in New Jersey to the
Township of Edison (Edison), the Borough of Highland Park (Highland Park), the
City of South Amboy (South Amboy), the Old Bridge Municipal Utilities Authority
(Old Bridge), the Borough of Sayreville (Sayreville) and the Marlboro Township
Municipal Utilities Authority (Marlboro). Under special contract, the Company
also provides water treatment and pumping services to the Township of East
Brunswick (East Brunswick). East Brunswick, South Amboy, Old Bridge, Sayreville
and Marlboro are within an area designated as the South River Basin Study Area.
- 1 -
The South River Basin Study Area refers to parts of southern Middlesex
and northern Monmouth Counties addressed by a 1980's study conducted by the New
Jersey Department of Environmental Protection (DEP). According to that study,
ninety-five percent of the area's water supply was derived from groundwater
sources that were being overpumped at that time and projected growth of the
region would further over stress these groundwater resources. These conditions
prompted the DEP to create Water Supply Critical Area No. 1 (Critical Area)
covering portions of Middlesex, Monmouth and Ocean Counties and to promulgate
mandatory reductions in groundwater withdrawals within the Critical Area. During
the same mid-1980's time period, East Brunswick entered into a special contract
with the Company and in 1986 began receiving water treatment and pumping
services under that contract.
In 1986, as part of the State's South River Basin Feasibility Study,
the Company outlined to the DEP and other interested parties a plan to construct
facilities to ensure potable water supplies into this area through the year
2020. In connection with this project, the Company entered into long-term water
supply agreements with Old Bridge, Marlboro and Sayreville, and the DEP approved
these agreements.
As an interim measure to address the immediate needs of this region, an
agreement was reached between the Company and the City of Perth Amboy for the
lease of a large diameter pipeline which extends from the northern shore of the
Raritan River to central Old Bridge. This pipeline was rehabilitated, isolated
from the Perth Amboy system and connected to the Middlesex system, and now
provides a supply of the Company's water to substantial portions of the Critical
Area (Old Bridge, Sayreville, Marlboro and South Amboy).
The South River Basin Transmission Main was scheduled to be constructed
in three stages, designated Sections C, B, and A, to meet the increasing demands
of the customers in the Critical Area. Section C, which was connected to
Marlboro in 1991, comprises a 6.5 mile main extending the Middlesex system from
the southern end of the Perth Amboy line to Marlboro Township in Monmouth
County. The Company completed construction of Section B, a 5 mile extension
northwest through Old Bridge to East Brunswick, that was operational in 1993. In
1993, an interconnecting pipeline was constructed by East Brunswick thereby
providing for an alternative means of transporting water from the Carl J. Olsen
Water Treatment Plant (CJO Plant) to the South River Basin customers. The
Company currently anticipates that Section A may be constructed towards the
middle of the next decade, when demands in the region grow, and will directly
connect Sections B and C to the Company's CJO Plant in Edison.
Financial Information
Consolidated operating revenues and operating income relating primarily
to operating water utilities are as follows:
(000's)
Years Ended December 31,
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1996 1995 1994
---- ---- ----
Operating Revenues $38,025 $37,847 $36,122
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Operating Income $ 8,222 $ 8,662 $ 8,452
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- 2 -
Operating revenues were derived from the following sources:
Years Ended December 31,
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1996 1995 1994
---- ---- ----
Residential 39.7% 40.2% 39.6%
Commercial 11.4 11.6 11.9
Industrial 17.4 17.6 18.3
Fire Protection 12.2 12.0 12.1
Contract Sales 17.8 17.6 17.5
Miscellaneous 1.5 1.0 0.6
---- ---- ----
TOTAL 100.0% 100.0% 100.0%
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Water Supplies and Contracts
The Company's water utility plant consists of source of supply,
pumping, water treatment, transmission, distribution and general facilities
located in New Jersey and Delaware. The New Jersey and Delaware water supply
systems are physically separate and are not interconnected. The newly acquired
Pinelands system is not interconnected to the Middlesex system.
Middlesex obtains water from both surface and groundwater sources. In
1995, surface sources of water provided approximately 65% of the Company's water
supply, groundwater from wells provided approximately 30% and the balance of 5%
was purchased from Elizabethtown Water Company (Elizabethtown), a nonaffiliated
water utility. The Company's distribution storage facilities are used to supply
water at times of peak demand and for outages and emergencies.
The principal source of surface supply in New Jersey is the Delaware
and Raritan Canal (D&R Canal), owned by the State of New Jersey and operated as
a water resource by the New Jersey Water Supply Authority (NJWSA). The Company
has contracts with the NJWSA to divert a maximum of 20 million gallons per day
(mgd) of untreated water from the D&R Canal as augmented by the Round
Valley/Spruce Run Reservoir System. In addition, the Company has a one-year
agreement for an additional 5 mgd renewed through April 30, 1997. The Company
also has an agreement with Elizabethtown, effective through December 31, 2005,
which provides for the minimum purchase of 3 mgd of treated water with
provisions for additional purchases.
Water is also derived from groundwater sources equipped with electric
motor-driven deep-well turbine type pumps. Middlesex has 32 wells, which provide
a pumpage capacity of approximately 23 mgd. These include the wells of the Park
Avenue and Sprague Avenue Well Fields (with a pumpage capacity of over 12 mgd)
which during 1993 were provided with treatment, refurbished and retrofitted to
insure compliance with water quality standards. See "Regulation - Water Quality
and Environmental Regulations."
The Pinelands water system obtains its supply from groundwater sources
equipped with three electric motor driven deep well turbine pumps and one
electric motor driven submersible pump.
- 3 -
The Company's New Jersey groundwater sources are:
1996 Max. Day
Pumpage Pump
No. of (millions of Capacity
Middlesex System Wells gallons) (mgd) Location
---------------- ----- -------- ----- --------
Park Avenue 15 11.3 15.2 South Plainfield
Tingley Lane North 4 3.1 2.8 Edison
Tingley Lane South 5 2.3 2.6 Edison
Spring Lake 4 1.2 2.8 South Plainfield
Sprague Avenue #1 1 1.6 1.1 South Plainfield
Sprague Avenue #2 1 1.3 1.3 South Plainfield
Maple Avenue 1 1.1 0.9 South Plainfield
Thermal Well 1 0.2 0.2 Edison
--
Total 32
==
Pinelands System
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Leisuretowne/Hampton Lakes 4 2.1 2.2 Southampton Township
Water supply to Delaware customers is derived from Tidewater's 84
wells, which provided overall system delivery of 350 mg during 1996. Tidewater
does not have a central treatment facility. Several of the water systems in
Sussex County and New Castle County have interconnected transmission systems.
Tidewater currently has applications before the Delaware regulatory authorities
for the approval of additional wells. Treatment is by chlorination and, in some
cases, pH correction and filtration. Water supply to Pinelands Water customers
is through four (4) wells drilled into the Mt. Laurel aquifer. Treatment
(disinfection only) is done at individual well sites.
The Pinelands sewer system discharges into the south branch of the
Rancoccos Creek through a tertiary treatment plant. The total capacity of the
plant is 0.5 mgd. Current average flow is 0.3 mgd. Pinelands has a current valid
NJPDES permit issued by the DEP.
In the opinion of management, the Company has adequate sources of water
supply and other facilities to meet current and anticipated future service
requirements in New Jersey, and each of the Tidewater community water systems
has adequate sources of water supply and other facilities to meet current and
anticipated future service requirements within that water system area.
Competition
The business of the Company in its franchised service area is
substantially free from direct competition with other public utilities,
municipalities and other entities; however, its ability to provide some contract
water supply services and operations and maintenance services is subject to
competition from other public utilities, municipalities and other entities.
Although Tidewater has been granted an exclusive franchise for each of its
existing community water systems, its ability to expand service areas can be
affected by the Delaware Department of Natural Resources and Environmental
Control (DNREC) awarding franchises to other regulated water purveyors.
- 4 -
Regulation
The Company is subject to regulation as to its rates, services and
other matters by the States of New Jersey and Delaware with respect to utility
service within those states and with respect to environmental and water quality
matters. The Company is also subject to regulation as to environmental and water
quality matters by the United States Environmental Protection Agency (EPA).
Regulation of Rates and Services
The Company and its Pinelands subsidiaries are subject to regulation by
the New Jersey Board of Public Utilities (BPU), and Tidewater is similarly
subject to regulation by the Delaware Public Service Commission (PSC). These
regulatory authorities have jurisdiction with respect to rates, service,
accounting procedures, the issuance of securities and other matters of utility
companies operating within the States of New Jersey and Delaware, respectively.
The Company and Tidewater, for ratemaking purposes, account separately for
operations in New Jersey and in Delaware so as to facilitate independent
ratemaking by the BPU for New Jersey operations and the PSC for Delaware
operations.
Water Quality and Environmental Regulations
Both the EPA and the DEP regulate the Company's operation in New Jersey
with respect to water supply, treatment and distribution systems and the quality
of the water, as do the EPA and the DNREC with respect to operations in
Delaware.
Federal, Delaware and New Jersey regulations adopted over the past five
years relating to water quality require expanded types of testing by the Company
to insure that its water meets State and Federal water quality requirements. In
addition, the environmental regulatory agencies are reviewing current
regulations governing the limits of certain organic compounds found in the water
as by-products of treatment. The Company, as with many other water companies,
participates in industry-related research to identify the various types of
technology that might reduce the level of organic, inorganic and synthetic
compounds found in the water. The cost to water companies of complying with the
proposed water quality standards depends in part on the limits set in the
regulation and on the method selected to implement such reduction; however, the
cost to the Company of complying with proposed regulations promulgated in light
of some of the standards being discussed might, depending upon the treatment
process selected, be as high as $20 million, based upon current estimates. The
regular testing by the Company of the water it supplies shows that the Company
is in compliance with existing Federal, New Jersey and Delaware water quality
requirements.
As required by the Federal Safe Drinking Water Act (FSDWA), the EPA has
established maximum contaminant levels (MCLs) for various substances found in
drinking water. As authorized by similar state legislation, the DEP has set MCLs
for certain substances which are more restrictive than the MCLs set by the EPA.
In certain cases, the EPA and the DEP have also mandated that certain treatment
procedures be followed in addition to satisfying MCLs established for specific
contaminants. The DEP and the DNREC have assumed primacy for
- 5 -
enforcing the FSDWA in New Jersey and Delaware, respectively, and, in that
capacity, monitor the activities of the Company and review the results of water
quality tests performed by the Company for adherence to applicable regulations.
Other regulations applicable to water utilities generally, including
the Company, include the Lead and Copper Rule (LCR), the MCLs established for
various volatile organic compounds (VOCs), the Federal Surface Water Treatment
Rule, and the Total Coliform Rule.
The LCR requires the Company to test on a sample basis the quantity of
lead and copper in drinking water at the customer's tap and, if certain
contaminant levels (Action Levels) are exceeded, to notify customers, initiate a
public information campaign advising customers how to minimize exposure to lead
and copper, add corrosion inhibitors to water to minimize leaching of lead from
piping, faucets and soldered joints into water consumed at the tap, and
implement applicable source water treatment requirements. Tests taken within the
Company's system yielded results well below the Action Levels.
VOCs, including primarily petro-chemicals, may percolate into
groundwater aquifers from surface sources. The Company has found VOCs in excess
of the applicable MCLs in certain of the Middlesex system wells and has
constructed air stripping facilities which remove such contaminants from the
water by venting them into the atmosphere. In 1990 the air stripping facility
was complete at the Spring Lake Well Field. Construction of a similar facility
was completed in 1993 and is operational to treat water from the Park Avenue and
Sprague Avenue Well Fields, along with a 2 mg storage reservoir. To the extent
that contamination in excess of applicable MCLs occurs at wells lacking air
stripping and related facilities, the Company will consider building such
facilities if feasible and cost effective. VOCs have not been identified in the
Delaware wells.
Federal and State regulations and controls concerning water quality,
pollution and the effluent from treatment facilities are still in the process of
being developed, and it is not possible to predict the scope or enforceability
of regulations or standards which may be established in the future, or the cost
and effect of existing and potential regulations and legislation upon any of the
existing and proposed facilities and operations of the Company. Further, recent
and possible future developments with respect to the identification and
measurement of various elements in water supplies and concern with respect to
the impact of one or more of such elements on public health may in the future
require the Company to replace or modify all or portions of their various water
supplies, to develop replacement supplies and/or to implement new treatment
techniques. In addition, the Company anticipates that threatened and actual
contamination of water sources may become an increasing problem in the future.
The Company has expended and may in the future be required to expend substantial
amounts to prevent or remove said contamination or to develop alternative water
supplies. Any such developments may increase operating costs and capital
requirements. Since the rate regulation methodology of both the BPU and the PSC
permits a utility to recover through rates prudently incurred expenses and
investments in plant, based upon past BPU and PSC practice, the Company expects
that all such expenditures and costs should ultimately be recoverable through
rates for water service.
Employees
As of December 31, 1996, the Company had a total of 142 employees in
New Jersey, and Tidewater had a total of 19 employees in Delaware. No employees
are represented by a
- 6 -
union. Management considers its relations with its employees to be satisfactory.
Wages and benefits are reviewed annually and are considered competitive within
the industry.
Item 2. Properties
The Company's water utility plant consists of source of supply,
pumping, water treatment, transmission and distribution and general facilities.
The Company's principal source of supply is the D&R Canal owned by the
State of New Jersey and operated as a water resource by the NJWSA.
Water is withdrawn from the D&R Canal at New Brunswick and processed
for distribution by the Company. Its facilities consist of an intake and pumping
station located on State-owned land bordering the Canal, a water treatment plant
in Edison Township (CJO Plant) on property owned by the Company, 4,901 feet of
54-inch reinforced concrete water main connecting the CJO Plant and the intake
and pumping station, 23,168 feet of 48-inch reinforced concrete transmission
main connecting the water treatment plant to the Company's distribution pipe
network, and related storage, pumping, control, laboratory and other facilities.
The CJO Plant was placed into service in 1969.
The design capacity of the intake and pumping station in New Brunswick,
New Jersey, and the raw water main is 80 mgd. The four electric motor-driven
vertical turbine pumps presently installed have an aggregate design capacity of
65 mgd. The station is designed to permit its pumping capacity to be increased
to 80 mgd by the installation of additional pumping units without structural
changes. The station has an emergency power supply provided by a diesel-driven
generator which, in the event of a power failure, will automatically become the
power source to provide uninterrupted water service.
The CJO Plant includes chemical storage and chemical feed equipment,
dual-rapid mixing basins, four reinforced concrete mechanical flocculation
compartments, four underground reinforced concrete settling basins, eight rapid
filters containing gravel, sand and anthracite for water treatment and a steel
wash-water tank. The nominal design capacity of the CJO Plant is 30 mgd (45 mgd
maximum capacity). Provision had been made to increase the nominal design
capacity to 60 mgd (90 mgd maximum capacity) by the future construction of
additional treatment facilities. The Company has recently begun engineering work
to install alternative treatment processes and to upgrade and expand the CJO
Plant.
The main pumping station at the CJO Plant has a design capacity of 90
mgd. The four electric motor-driven vertical turbine pumps presently installed
have an aggregate capacity of 65 mgd. The station is constructed so that an
additional pumping unit can be installed without structural change.
In addition to the main pumping station at the CJO Plant, there is a l5
mgd auxiliary pumping station located in a separate building. It has a dedicated
substation and emergency power supply provided by a diesel-driven generator. It
pumps from the l0 mg reservoir directly into the distribution system.
- 7 -
At December 31, 1996, the Company owned property and other facilities
located at the Robinson's Branch of the Rahway River. The storage facilities,
consisting of an impounding reservoir, have been classified as nonutility plant.
They are located in Clark Township, near the north central part of the territory
served. The reservoir has a capacity of 232 mg and a tributary drainage area of
approximately 25 square miles. There are no treatment facilities at this site.
On March 6, 1997, the Company transferred the Robinson's Branch Reservoir to the
Township of Clark and transferred a conservation easement on the property to the
New Jersey Conservation Foundation. Although the reservoir has not been used as
a water supply since approximately 1970, the Company intends to retain its water
diversion rights for possible future use. Under the terms of the transaction,
the municipality is to assume the obligation to make certain improvements to the
reservoir's dam required under the New Jersey Dam Safety Act.
The Company owns the properties in New Jersey on which its 32 wells are
located. The Company owns its two-building headquarters complex at 1500 Ronson
Road, Iselin, New Jersey, consisting of a 27,000 square foot, two-story office
building and a 16,500 square foot maintenance facility. The Company's Delaware
operations are managed from Tidewater's newly leased offices in Odessa,
Delaware. The property, owned by White Marsh Environmental Systems, Inc., a
wholly-owned subsidiary of Tidewater consists of a newly renovated 1,600 square
foot building situated on a one (1) acre lot with ample room for expansion. The
area is commercially zoned. Pinelands Water owns the well site properties which
are located in Southampton Township, New Jersey. The 12 acre wastewater plant
site is owned by Pinelands Wastewater.
Middlesex storage facilities consist of a 10 mg reservoir at the CJO
Plant, 5 mg and 2 mg reservoirs in Edison (Grandview), 5 mg reservoir in
Carteret (Eborn) and 2 mg reservoir at the Park Avenue Well Field. Pinelands
Water storage facility is a 1.2 mg standpipe. Tidewater's systems include 21
ground level storage tanks with the following capacities; 11 - 30,000 gallons, 5
- - 25,000 gallons, 3 - 120,000 gallons, 1 - 135,000 gallons and 1 - 82,000
gallons.
Item 3. Legal Proceedings
A local entity and its owner have filed a negligence claim against the
Company, for which the Company is insured, with a claim for punitive damages
which may not be insured. Their action alleges financial losses arising out of
improper water pressure and service. An amendment to the claim alleges damages
resulting from some poor quality water. Other parties who dealt with the
claimants have joined the matter. Without taking a position on the negligence
claim, the Company does not believe that the claim for punitive damages will
prevail. While the outcome of this case is not presently determinable,
management believes that the final resolution will not have a significant effect
on the Company's financial position or results of operations or cash flows.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters Price Range of Common Stock
- 8 -
The following table shows the range of closing prices for the Common
Stock on the NASDAQ Stock Market for the calendar quarter indicated.
1996 High Low Dividend
---- ---- --- --------
First Quarter $19.25 $17.25 $0.27 1/2
Second Quarter 17.50 15.50 0.27 1/2
Third Quarter 18.00 16.00 0.27 1/2
Fourth Quarter 18.25 16.75 0.28
1995 High Low Dividend
---- ---- --- --------
First Quarter $17.00 $15.25 $0.27
Second Quarter 16.50 15.25 0.27
Third Quarter 17.75 15.75 0.27
Fourth Quarter 18.75 16.75 0.27 1/2
Approximate Number of Equity Security Holders As of December 31, 1996
Number of
Title of Class Record Holders
-------------- --------------
Common Stock, No par Value 2,342
Cumulative Preferred Stock, No par Value:
$7 Series 17
$4.75 Series 1
Cumulative Convertible Preferred Stock, No par Value:
$7 Series 4
Dividends
The Company has paid dividends on its Common Stock each year since
1912. Although it is the present intention of the Board of Directors of the
Company to continue to pay regular quarterly cash dividends on its Common Stock,
the payment of future dividends is contingent upon the future earnings of the
Company, its financial condition and other factors deemed relevant by the Board
of Directors at its discretion.
The Common Stock of the Company is traded on the NASDAQ Stock Market
under the symbol MSEX.
Item 6. Selected Financial Data
This information is incorporated herein by reference to the attached
Exhibit 13, 1996 Annual Report to Shareholders, Page 23.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
This information is incorporated herein by reference to the attached
Exhibit 13, 1996 Annual Report to Shareholders, Pages 10 and 11.
- 9 -
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and Independent Auditors' Report
are incorporated herein by reference to the attached Exhibit 13, 1996 Annual
Report to Shareholders, Pages 12 through 22. The supplementary data is included
as indicated under Part IV, Item 14.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The following information is provided with respect to each Director and
Executive Officer of the Company.
Director Term
Name Age Since Expires Position
---- --- ----- ------- --------
Walter J. Brady 55 N/A N/A Vice President-Administration
John C. Cutting 60 1996 5/97 Director
Ernest C. Gere 64 1988 5/97 Director
John P. Mulkerin 59 1996 5/97 Director
Stephen H. Mundy 63 1977 5/98 Director
A. Bruce O'Connor 38 N/A N/A Vice President and Controller
Philip H. Reardon 60 1991 5/97 Director
Marion F. Reynolds 57 N/A N/A Vice President, Secretary and
Treasurer
Richard A. Russo 51 1994 5/98 Executive Vice President
Carolina M. Schneider 78 1982 5/98 Director
William E. Scott 77 1978 5/99 Director
Jeffries Shein 56 1990 5/99 Director
Dennis G. Sullivan 55 N/A N/A Vice President and General Counsel,
Assistant Secretary-Assistant
Treasurer
J. Richard Tompkins 58 1981 5/99 Chairman of the Board and President
Ronald F. Williams 48 N/A N/A Vice President-Operations
Walter J. Brady, who joined the Company in 1962, was elected Assistant
Secretary-Assistant Treasurer in 1979, Assistant Vice President in 1982, Vice
President-Human Resources in 1987, and Vice President-Administration in 1989. He
serves as Plan Administrator of the Pension Plan. He is a Director of Tidewater
Utilities, Inc., White Marsh Environmental Systems, Inc., Pinelands Water
Company, Pinelands Wastewater Company and Utility Service Affiliates, Inc.
John C. Cutting is a Senior Engineer with Science Applications International
Corporation, Pittsburgh, Pennsylvania, specialists in information, energy and
military systems, since 1987.
Ernest C. Gere, was Senior Vice President & Chief Financial Officer of Middlesex
from 1986 until his retirement in 1996.
- 10 -
John P. Mulkerin is President of the First Savings Bank/SLA of Perth Amboy, New
Jersey, and a Director since 1996 and prior to that date was Executive Vice
President since 1987. He is also a Director of the Raritan Bay Health Services
Corporation; President and Director of Alliance Distribution Center, Inc., and
Trustee of Daytop Village Foundation.
Stephen H. Mundy until his retirement in 1995, was Vice President of A. Stanley
Mundy, Inc., public utility contractors, Virginia Beach, Virginia, since 1985
and was a Partner of A. Stanley Mundy & Co.
A. Bruce O'Connor, a Certified Public Accountant, joined the Company in 1990 as
Assistant Controller and was elected Controller in 1992 and Vice President in
1995. He assumed the designated title of Vice President and Controller and Chief
Financial Officer in May 1996. He is responsible for financial reporting,
customer service, rate cases, cash management and financings. He was formerly
employed by Deloitte & Touche LLP, a certified public accounting firm from 1984
to 1990. He is Treasurer of Tidewater Utilities, Inc., White Marsh Environmental
Systems, Inc. and Utility Service Affiliates, Inc., and Vice President and
Director of Pinelands Water Company and Pinelands Wastewater Company.
Philip H. Reardon has been President and Chief Executive Officer and a Director
of Essex County Gas Company, Amesbury, Massachusetts, since December 1992, and
prior to that date was President and Chief Executive Officer of New Jersey
Natural Gas Company, Wall, New Jersey since 1987. He is a Director of New
England Gas Association, American Gas Association and First & Ocean National
Bank, NewburyPort, MA.
Marion F. Reynolds who had been Secretary-Treasurer since 1987 was elected Vice
President, Secretary and Treasurer in 1993. Prior to her election she had been
employed by Public Service Electric and Gas Company, Newark, New Jersey since
1958, and was elected Assistant Corporate Secretary in 1976. She is Secretary of
Tidewater Utilities, Inc., and Secretary/Treasurer of Pinelands Water Company
and Pinelands Wastewater Company and a Director of Utility Service Affiliates,
Inc.
Richard A. Russo who had been Vice President-Operations since 1989 was elected
Executive Vice President in 1995 and is responsible for engineering, water
production, water treatment, and distribution maintenance. He was formerly
employed by Trenton Water Works as General Superintendent and Chief Engineer
since 1979. He is President and Director of Tidewater Utilities, Inc., White
Marsh Environmental Systems, Inc., Pinelands Water Company and Pinelands
Wastewater Company. He is also Executive Vice President and Director of Utility
Service Affiliates, Inc.
Carolina M. Schneider, until her retirement in 1987, was Secretary-Treasurer of
the Company since 1948.
William E. Scott, until his retirement in 1985, was Senior Executive Vice
President of Public Service Electric and Gas Company (PSE&G), Newark, New Jersey
since 1984 and had been Executive Vice President-Finance of PSE&G for over five
years. He is a Trustee of Delta Dental Plan of New Jersey, Inc.
Jeffries Shein is a Partner in the firm of Jacobson, Goldfarb & Tanzman
Associates, a large industrial and commercial brokerage firm in New Jersey since
1968. He is a Director of First Savings Bank/SLA of Perth Amboy, New Jersey.
- 11 -
Dennis G. Sullivan was hired in 1984 as Corporate Attorney, responsible for
general corporate internal legal matters. He was elected Assistant
Secretary-Assistant Treasurer in 1988 and Vice President and General Counsel in
1990. He was employed in a private law practice from 1981 to 1984 as a staff
attorney. He is Assistant Secretary and Assistant Treasurer and a Director of
Tidewater Utilities, Inc., Vice President, Secretary and Director of White Marsh
Environmental Systems, Inc.; a Director of Pinelands Water Company and Pinelands
Wastewater Company and a Director and Secretary of Utility Service Affiliates,
Inc.
J. Richard Tompkins was elected President of the Company in 1981 and was elected
Chairman of the Board in 1990. In 1979 he was employed by Associated Utility
Services, an independent utility consulting firm in New Jersey, as Vice
President. From 1962 to 1979 he was employed by Buck, Seifert & Jost,
Incorporated, consulting engineers in New Jersey and was appointed Vice
President in 1973. He is Chairman and Director of Tidewater Utilities, Inc.,
White Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands
Wastewater Company and Director and President of Utility Service Affiliates,
Inc. He is also a Director of New Jersey Utilities Association and Raritan Bay
Healthcare Foundation.
Ronald F. Williams, was hired in March 1995 as Assistant Vice
President-Operations, responsible for the Company's Engineering and Distribution
Departments. He was elected Vice President-Operations in October 1995. He was
formerly employed with the Garden State Water Company as President and Chief
Executive Officer since 1991.
Item 11. Executive Compensation
There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for the years 1996,
1995 and 1994 of the Chief Executive Officer and the other four most highly
compensated officers.
SUMMARY COMPENSATION TABLE
Restricted All
Name and Stock Other Annual
Principal Position Year Salary Awards Compensation
------------------ ---- ------ ------ ------------
(1)
J. Richard Tompkins 1996 $229,350 $40,844 $ 8,285(2)
Chairman of the Board 1995 $217,261 $42,188 $10,074
and President 1994 $208,350 $22,855 $ 9,683
Richard A. Russo 1996 $143,350 $21,239 $ 5,989(2)
Executive Vice President 1995 $132,885 $16,875 $ 5,483
1994 $121,504 $13,060 $ 4,717
Walter J. Brady 1996 $115,350 $11,436 $ 5,170(2)
Vice President- 1995 $111,350 $10,125 $ 4,569
Administration 1994 $107,350 $ 9,795 $ 4,394
- 12 -
Dennis G. Sullivan 1996 $111,350 $13,070 $ 4,974(2)
Vice President & 1995 $106,816 $13,500 $ 4,350
General Counsel 1994 $ 99,754 $11,428 $ 4,060
Assistant Secretary &
Assistant Treasurer
Ronald F. Williams 1996 $104,350 $8,169 $ 4,023(2)
Vice President-Operations 1995 $ 76,408(3) - $ 1,202
1994 - (3) - -
(1) The number and value of Restricted Stock held in escrow as of December
31, 1996 were as follows: Mr. Tompkins - 9,400/$157,336; Mr. Russo -
4,600/$77,176; Mr. Brady - 2,800/$47,659; Mr. Sullivan - 3,600/$60,590;
and Mr. Williams - 500/$8,169. Generally, the restrictions lapse on
these awards five years from the date of grant. The restrictions also
lapse in the event of a change in control of the Company. All dividends
on these shares are paid to the awardees.
(2) Includes employer contribution to the Company's defined contribution
plan and life insurance premiums for 1996: Mr. Tompkins ($5,542 and
$2,743), Mr. Russo ($5,005 and $984), Mr. Brady ($4,025 and $1,145),
Mr. Sullivan ($3,885 and $1,089) and Mr. Williams ($3,640 and $383).
(3) Mr. Williams began his employment with the Company in March 1995.
- 13 -
COMPENSATION PURSUANT TO PENSION PLANS
Annual Benefit based on Compensation and Years of Service
Final Years of Service
Year's ----------------
Compensation 15 20 25 30 35 45
- ------------ -- -- -- -- -- --
$100,000 $ 60,013 $ 60,013 $ 60,013 $ 60,013 $ 60,013 $ 73,102
$125,000 $ 78,763 $ 78,763 $ 78,763 $ 78,763 $ 78,763 $ 92,852
$150,000 $ 97,513 $ 97,513 $ 97,513 $ 97,513 $ 97,513 $112,602
$175,000 $116,263 $116,263 $116,263 $116,263 $116,263 $116,263
$200,000 $135,013 $135,013 $135,013 $135,013 $135,013 $135,013
$225,000 $153,763 $153,763 $153,763 $153,763 $153,763 $153,763
$250,000 $172,513 $172,513 $172,513 $172,513 $172,513 $172,513
$300,000 $210,013 $210,013 $210,013 $210,013 $210,013 $210,013
All employees who receive pay for 1,000 hours during the year are
included in the Plan. Under the noncontributory trusteed defined benefit plan
current service costs are funded annually. The Company's annual contribution is
determined on an actuarial basis. Benefits are measured from the member's entry
date and accrue to normal retirement date or date of early retirement. Benefits
are calculated, at normal retirement, at 1.25% of pay up to the Executive's
benefit integration level, plus 1.9% of such excess pay, multiplied by service
to normal retirement date, capped at 35 years of such excess pay, multiplied by
service to normal retirement date of age 65. Average pay is the highest annual
average of total pay during any 5 consecutive years within the 10 calendar-year
period prior to normal retirement date. Covered compensation under the Pension
Plan includes base wages only and not Directors' fees. The benefit integration
level is based on the 1996 Summary Compensation Table. The benefit amounts are
not subject to any deduction for Social Security benefits or other offset
amounts.
The estimated credited years of service based on normal retirement at
age 65 includes 22 years, 20 years, 44 years, 22 years and 19 years for Messrs.
Tompkins, Russo, Brady, Sullivan and Williams, respectively.
Supplemental Executive Retirement Plan - All executive officers are
eligible to participate in the Deferred Compensation Plan known as the
Supplemental Executive Retirement Plan at the direction of the Board of
Directors.
A participant who retires on his normal retirement date is entitled to
an annual retirement benefit equal to 75% of his compensation reduced by his
primary Social Security benefit and further reduced by any benefit payable from
the Qualified Pension Plan. In certain cases further reductions are made for
benefits from other employment.
Vesting starts at 50% for 5 years of service and increases 10% for each
year of service for a maximum of 100% vesting at 10 years of service. Annual
retirement benefits are payable for 15 years either to the participant or his
beneficiary.
Retirement benefits may be in the form of single life annuity, joint
and 50% survivors annuity, joint and 100% survivors annuity, single life annuity
with a 10-year certain period and single life annuity with a 15-year certain
period paid on an actuarial equivalent basis. The Plan also provides for a
preretirement net death benefit of 1-1/2 times base salary at date of death.
- 14 -
The Company is not obligated to set aside or earmark any monies or
other assets specifically for the purpose of funding the Plan. The benefits are
in the form of an unfunded obligation of the Company. The Company has elected to
purchase Corporate-owned life insurance as a means of satisfying its obligation
under this Plan. The Company reserves the right to terminate any plan of life
insurance at any time, however, a participant is entitled to any benefits he
would have been entitled to under the Plan provisions. For the year 1996 the
Company paid life insurance premiums totaling $98,420, for Messrs. Tompkins,
Russo, Brady, Sullivan, and Williams.
Defined Contribution Plan - The Company matches 100% of that portion of
the contribution which does not exceed 1% of basic pay plus an additional 50% of
that portion from 2% to 6% of basic pay. Distributions under the Plan are made
upon normal retirement, total and permanent disability or death and are subject
to certain vesting provisions as to Company contributions. During 1995, this
Plan was converted from an after tax plan to a 401(k) pre tax plan.
Compensation of Directors
A director who is not an officer of the Company or its subsidiary is
paid an annual retainer of $6,000 and a fee of $500 for attendance at Board of
Directors (Board) meetings, a fee of $250 for attendance at special meetings of
the Board, and a fee of $150 for attendance at special Board committee meetings
by means of communications facilities, and a fee of $350, for each committee
meeting attended. Committee chairmen receive an additional $200 for each
committee meeting chaired. Directors who are officers of the Company are paid a
fee of $250 for each meeting of the Board attended. Directors of all
subsidiaries, except USA, receive $50 for attendance at regular Board meetings.
Compensation Committee Interlocks and Insider Participation
During 1996 the members of the Executive Development and
Compensation Committee were Stephen H. Mundy, Jeffries Shein and William E.
Scott. During 1996 no member of the Executive Development and Compensation
Committee was an officer or employee of the Company or a subsidiary. Mr.
Stephen H. Mundy has a financial interest in a construction company that was
awarded a contract based upon the lowest qualified competitive bid in the amount
of $0.9 million in 1996.
Report of the Executive Development and Compensation Committee
The compensation program for executive officers of the Company is
administered by the Executive Development and Compensation Committee of the
Board of Directors. The 1996 Committee was composed of three independent
directors: Stephen H. Mundy, Jeffries Shein and William E. Scott. The Committee
is responsible for setting and administering the policies which govern annual
compensation and Restricted Stock awards. Policies and plans developed by the
Committee are approved by the full Board of Directors.
The Committee's compensation policies and plans applicable to the
executive officers seek to enhance the profitability of the Company and
shareholder value, as well as control costs and maintain reasonable rates for
the customers. The Committee's practices reflect policies that compensation
should (1) attract and retain well-qualified executives, (2) support short- and
long-term goals and objectives of the Company, (3) reward individuals for
outstanding contributions to
- 15 -
the Company's success, (4) be meaningfully related to the value created for
shareholders, and (5) relate to maintenance of good customer relations and
reasonable rates.
The Committee meets with Mr. Tompkins to evaluate the performance of
the other executive officers and meets in the absence of Mr. Tompkins to
evaluate his performance. The Committee reports on all executive evaluations to
the full Board of Directors.
Base salary levels are reviewed annually using compensation data
produced by an outside compensation expert for similar positions and comparable
companies. Base salaries for satisfactory performance are targeted at the median
of the competitive market. Individual performance of the executive is determined
and taken into account when setting salaries against the competitive market
data. The Committee reviews, as well, the individual's efforts on cost control
and his or her contributions to the results of the year. The Committee also
reviews the Company's financial results compared with prior years and compared
with other companies. It compares salaries with both water and general industry
salaries.
The factors and criteria upon which Mr. Tompkins' compensation was
based generally include those discussed with respect to all the executive
officers. Specifically, however, his salary is based on his overall performance
and that of the Company. His salary was set at a rate which was approximately
the median of the utility market and below that of the general industry. In
addition, in evaluating the performance of the CEO, the Committee has taken
particular note of management's success with respect to the growth of the
Company.
The Company maintains a restricted stock plan for the purpose of
attracting and retaining key executives and other employees having managerial or
supervisory responsibility who have contributed, or are likely to contribute,
significantly to the long-term performance and growth of the Company and its
subsidiaries. This plan is designed to enhance financial performance, customer
service and corporate efficiency through a performance-based stock award. Annual
stock awards are based upon several factors including the participant's ability
to contribute to the overall success of the Company.
The level of awards and the value of the performance are reviewed
annually by the Committee. The Committee submits reports on all executive
evaluations and restricted stock awards to the full Board of Directors for
approval.
1997 Executive Development and
Compensation Committee
Stephen H. Mundy, Chairman
Jeffries Shein
Carolina M. Schneider
- 16 -
Stock Performance Graph
Set forth below is a line graph comparing the yearly change in the
cumulative total return (which includes reinvestment of dividends) of a $100
investment for the Company's Common Stock, the NASDAQ and a peer group of
investor-owned water utilities for the period of five years commencing December
31, 1991. The peer group includes Aquarion Company, California Water Service
Company, Connecticut Water Service, Inc., Consumers Water Company, E'town
Corporation, IWC Resources Corporation, Philadelphia Suburban Corporation, SJW
Corporation, Southern California Water Company, Southwest Water Company, United
Water Resources and the Company.
[GRAPHIC OMITTED]
- -----------------------------------------------------------------------
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
- -----------------------------------------------------------------------
Middlesex $100 $131 $173 $140 $168 $167
- -----------------------------------------------------------------------
NASDAQ 100 116 134 131 185 227
- -----------------------------------------------------------------------
Peer Group 100 113 129 120 137 178
- -----------------------------------------------------------------------
- 17 -
Item 12. Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth information made known to the Company as
of December 31, 1996 of any person or group to be a beneficial owner of more
than five percent of the Company's Common Stock.
Number of Shares
Beneficially Owned
and Nature of Percent
Name and Address Beneficial Ownership (1) of Class
---------------- -------------------- --------
PNC Bank Corp. 301,312 7.17
One PNC Plaza
Pittsburgh, PA 15222
(1) Beneficial owner has sole voting and shared dispositive power over
292,800 shares, shared voting power over 1,000 shares and sole dispositive power
over 7,512 shares.
The following information pertains to the Common Stock of the Company
beneficially owned, directly or indirectly, by all Directors and Officers of the
Company as a group, as of December 31, 1996.
Common Stock
------------
Number Percent
of of
Shares Class
------ -----
Walter J. Brady 7,102 .17
John C. Cutting 16,130 .38
Ernest C. Gere 5,859 .14
John P. Mulkerin 2,500 .06
Stephen H. Mundy 31,194 .74
A. Bruce O'Connor 2,299 .05
Philip H. Reardon 5,017 .12
Marion F. Reynolds 8,509 .20
Richard A. Russo 7,266 .17
Carolina M. Schneider 8,436 .20
William E. Scott 5,401 .13
Jeffries Shein(2) 65,697 1.56
Dennis G. Sullivan 5,475 .13
J. Richard Tompkins 19,853 .47
Ronald F. Williams 631 .02
------- ----
Totals 191,369 4.55
======= ====
(2) Includes 7,429 shares over which Mr. Shein has shared voting
powers.
No Preferred Stock is beneficially owned, directly or indirectly by any Officer
or Director.
Item 13. Certain Relationships and Related Transactions
- 18 -
During 1996, 1995 and 1994, the Company had transactions with a
construction company in which a Director has a financial interest. Major
construction transactions were awarded on the basis of competitive bids approved
by the Board of Directors (with the interested Director abstaining) and amounted
to $0.9 million, $0.9 million and $0.6 million for the years 1996, 1995 and
1994, respectively. These amounts included less than $0.1 million due the
construction company at December 31, 1996, 1995 and 1994.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
The following information is incorporated herein by reference to the attached
Exhibit 13, 1996, Annual Report to Shareholders, pages 10 through 23:
Management's Discussion and Analysis, Pages 10-11
Consolidated Balance Sheets at December 31, 1996, and 1995, Pages 12-13
Consolidated Statements of Income for each of the three years in the period
ended December 31, 1996, Page 14
Consolidated Statements of Capital Stock and Long-term Debt at December 31,
1996, and 1995 Page 15
Consolidated Statements of Cash Flows for each of the three years in the period
ended December 31, 1996, Page 16
Consolidated Statements of Retained Earnings for each of the three years in the
period ended December 31, 1996, Page 17
Notes to Consolidated Financial Statements, Pages 18-22
Independent Auditors' Report, Page 22
(a) 2. Financial Statement Schedules
All Schedules are omitted because of the absence of the conditions under which
they are required or because the required information is shown in the financial
statements or notes thereto.
(a) 3. Exhibits
See Exhibit listing on Pages 21-23.
(b) Reports on Form 8-K
None
- 19 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Chairman of the Board and
President and Director /s/ J. Richard Tompkins/ 3/27/97
-------------------------------- -------
J. Richard Tompkins Date
Executive Vice President and /s/ Richard A. Russo/ 3/27/97
Director -------------------------------- -------
Richard A. Russo Date
Vice President and Controller /s/ A. Bruce O'Connor/ 3/27/97
Principal Accounting Officer -------------------------------- -------
A. Bruce O'Connor Date
Director /s/ John C. Cutting/ 3/27/97
-------------------------------- -------
John C. Cutting Date
Director /s/ Ernest C. Gere/ 3/27/97
-------------------------------- -------
Ernest C. Gere Date
Director /s/ John P. Mulkerin/ 3/27/97
-------------------------------- -------
John P. Mulkerin Date
Director /s/ Stephen H. Mundy/ 3/27/97
-------------------------------- -------
Stephen H. Mundy Date
Director /s/ Philip H. Reardon/ 3/27/97
-------------------------------- -------
Philip H. Reardon Date
Director /s/ Carolina M. Schneider/ 3/27/97
-------------------------------- -------
Carolina M. Schneider Date
Director /s/ William E. Scott/ 3/27/97
-------------------------------- -------
William E. Scott Date
Director /s/ Jeffries Shein/ 3/27/97
-------------------------------- -------
Jeffries Shein Date
- 20 -
EXHIBIT INDEX
Exhibits designated with an asterisk (*) are filed herewith. The exhibits not so
designated have heretofore been filed with the Commission and are incorporated
herein by reference to the documents indicated in the previous filing columns
following the description of such exhibits.
Previous Filing's
Exhibit Registration Exhibit
No. Document Description No. . No. .
- ------- -------------------- ------------ ----------
3.1 Certificate of Incorporation of the Company,
as amended, filed as Exhibit 3.1 of 1993
Form 10-K.
3.2 Bylaws of the Company, as amended. 33-54922 3.2
4.1 Form of Common Stock Certificate. 2-55058 2(a)
4.2 Registration Statement, Form S-3, under
Securities Act of 1933 filed February 3, 1987,
relating to the Dividend Reinvestment
and Common Stock Purchase Plan. 33-11717
4.3 Post Effective Amendments No. 3 and No. 4,
Form S-3, under Securities Act of 1933 filed
May 28, 1993, relating to the Dividend
Reinvestment and Common Stock Purchase Plan. 33-11717
*10.1 Copy of Purchased Water Agreement between
the Company and Elizabethtown Water Company.
10.2 Copy of Mortgage, dated April 1, 1927,
between the Company and Union County
Trust Company, as Trustee, as
supplemented by Supplemental Indentures,
dated as of October 1, 1939, April 1,
1946, April 1, 1949, February 1, 1955 and
December 1, 1959. 2-15795 4(a)-4(f)
10.3 Copy of Supplemental Indenture, dated as
of January 15, 1963, between the Company
and Union County Trust Company, as Trustee. 2-21470 4(b)
10.4 Copy of Supplemental Indentures, dated as
of July 1, 1964, June 1, 1965, February
1, 1968, December 1, 1968, December 1,
1970, December 1, 1972 and June 15, 1991,
between the Company and Union County 10.4 - 10.9
Trust Company, as Trustee 33-54922 and 10.16
- 21 -
Previous Filing's
Exhibit Registration Exhibit
No. Document Description No. . No. .
- ------- -------------------- ------------ ----------
10.5 Copy of Supplemental Indenture, dated as
of April 1, 1979, between the Company and
United Counties Trust Company, as
successor Trustee. 2-64770 5.9
10.6 Copy of Supplemental Indenture, dated as
of April 1, 1983, between the Company and
United Counties Trust Company, as
successor Trustee. 2-94106 10.12
10.7 Copy of Supplemental Indenture, dated as
of August 15, 1988, between the Company
and United Counties Trust Company, as
Trustee. 33-31476 4.3
10.8 Copy of Trust Indenture, dated as of June
15, 1991, between the New Jersey Economic
Development Authority and Midlantic
National Bank, as Trustee. 33-54922 10.17
10.9 Copy of Supply Agreement, dated as of
November 17, 1986, between the Company
and the Old Bridge Municipal Utilities
Authority. 33-31476 10.12
10.10 Copy of Supply Agreement, dated as of
July 14, 1987, between the Company and
the Marlboro Township Municipal Utilities
Authority, as amended. 33-31476 10.13
10.11 Copy of Supply Agreement, dated as of
February 11, 1988, with modifications
dated February 25, 1992, and April 20,
1994, between the Company and the Borough
of Sayreville filed as Exhibit No. 10.11
of 1994 First Quarter Form 10-Q.
10.12 Copy of Water Purchase Contract and
Supplemental Agreement, dated as of May
12, 1993, between the Company and the New
Jersey Water Supply Authority filed as
Exhibit No. 10.12 of 1993 Form 10-K.
10.13 Copy of Treating and Pumping Agreement,
dated April 9, 1984, between the Company
and the Township of East Brunswick. 33-31476 10.17
10.14 Copy of Supply Agreement, dated June 4,
1990, between the Company and Edison
Township. 33-54922 10.24
- 22 -
Previous Filing's
Exhibit Registration Exhibit
No. Document Description No. . No. .
- ------- -------------------- ------------ ----------
*10.15 Copy of Supply Agreement, between the
Company and the Borough of Highland Park
10.16 Copy of Pipeline Lease Agreement, dated
as of January 9, 1987, between the
Company and the City of Perth Amboy. 33-31476 10.20
10.17 Copy of Supplemental Executive Retirement
Plan, effective January 1, 1984, as
amended. 33-31476 10.21
10.18 Copy of 1989 Restricted Stock Plan, filed
as Appendix A to the Company's Definitive
Proxy Statement, dated April 19, 1989,
and filed April 5, 1989. 33-31476 10.22
10.19 Amendment to Supplemental Executive
Retirement Plan, dated May 23, 1990,
filed as Exhibit No. 10.23 of 1991 Form
10-K.
10.20 Copy of Transmission Agreement, dated
October 16, 1992, between the Company and
the Township of East Brunswick. 33-54922 10.23
10.21 Copy of Agreement and Plan of Merger,
dated January 7, 1992, between the
Company, Midwater Utilities, Inc. and
Tidewater Utilities, Inc. 33-54922 10.29
10.22 Copy of Supplemental Indentures, dated
March 1, 1993 (Series P-1), September 1,
1993, (Series S & T) and January 1, 1994,
(Series U & V), between the Company and
United Counties Trust Company, as
Trustee, filed as Exhibit No. 10.22 of
1993 Form 10-K.
10.23 Copy of Trust Indentures, dated September
1, 1993, (Series S & T) and January 1,
1994, (Series V), between the New Jersey
Economic Development Authority and First
Fidelity Bank (Series S & T), as Trustee,
and Midlantic National Bank (Series V),
as Trustee, filed as Exhibit No. 10.23 of
1993 Form 10-K.
*10.24 Copy of Supply Agreement between the
Company and the City of South Amboy.
*13 Annual Report to Shareholders for the
year ended December 31, 1996, pages 10
through 23.
*23 Independent Auditors' Consent.
*27 Financial Data Schedule
- 23 -