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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001 Commission file No. 0-6028
BIRMINGHAM UTILITIES, INC.
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(Exact Name of registrant as specified in its charter)
CONNECTICUT 06-0878647
- ------------------------------- ---------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
230 Beaver Street, Ansonia, CT 06401-0426
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 735-1888
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which Registered
-------------------- -----------------------------------------
Common Stock (no par value) The American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 [_]
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 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. [_]
Aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing sale price of such stock as of March 7, 2002:
$24,908,606.
As of April 24, 2002, the Registrant had 1,632,880 shares of common stock, no
par value outstanding.
Documents Incorporated by Reference
Portions of the Annual Report to stockholders for the fiscal year ended December
31, 2001 are incorporated by reference into Part II hereof.
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PART I
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ITEM 1. BUSINESS
Birmingham Utilities, Inc. (the "Company") is a specially chartered
Connecticut public service corporation in the business of collecting and
distributing water for domestic, commercial and industrial uses and fire
protection in Ansonia and Derby, Connecticut, and in small parts of the
contiguous Town of Seymour. Under its charter, the Company enjoys a monopoly
franchise in the distribution of water in the area which it serves. In
conjunction with its right to sell water, the Company has the power of eminent
domain and the right to erect and maintain certain facilities on and in public
highways and grounds, all subject to such consents and approvals of public
bodies and others as may be required by law.
The current sources of the Company's water are wells located in Derby
and Seymour and interconnections with the South Central Connecticut Regional
Water Authority's (the "Regional Water Authority") system (a) at the border of
Orange and Derby (the "Grassy Hill Interconnection") and (b) near the border of
Seymour and Ansonia (the "Woodbridge Interconnection"). The Company maintains
its interconnected Beaver Lake Reservoir System, a 2.2 million gallon per day
(MGD) surface supply in case of emergency needs.
The Company's entire system has a safe daily yield (including only
those supplies that comply with the Federal Safe Drinking Water Act (SDWA) on a
consistent basis) of approximately 8.0 MGD, while the average daily demand and
the maximum daily demand on the system during 2001 were approximately 3.5 MGD
and 7.5 MGD, respectively. The distribution system with the exception of the
well supplies, is mainly through gravity, but there are seven distinct areas at
higher elevations where pumping, pressure tanks and standpipes are utilized.
These higher areas include approximately 25% of the Company's customers.
During 2001, approximately 1.28 billion gallons of water from all
sources were delivered to the Company's customers. The Company has approximately
9,114 customers of whom approximately 97% are residential and commercial. No
single customer accounted for as much as 10% of total billings in 2001. The
business of the Company is to some extent seasonal, since greater quantities of
water are delivered to customers in the hot summer months.
The Company had, as of February 25, 2002, 20 full-time employees. The
Company's employees are not affiliated with any union organization.
The Company is subject to the jurisdiction of the Connecticut
Department of Public Utility Control ("DPUC") as to accounting, financing,
ratemaking, disposal of property, the issuance of long term securities and other
matters affecting its operations. The Connecticut Department of Public Health
(the "Health Department" or "DPH") has regulatory powers over the Company under
state law with respect to water quality, sources of supply, and the use of
watershed land. The Connecticut Department of Environmental Protection ("DEP")
is authorized to regulate the Company's operations with regard to water
pollution abatement, diversion of water from streams and rivers, safety of dams
and the location, construction and alteration of certain water facilities. The
Company's activities are also subject to regulation with regard to environmental
and other operational matters by federal, state and local authorities,
including, without limitation, zoning authorities. The Company is subject to
regulation of its water quality under the SDWA. The United States Environmental
Protection Agency has granted to the Health Department the primary enforcement
responsibility in Connecticut under the SDWA. The Health Department has
established regulations containing maximum limits on contaminants which have or
may have an adverse effect on health.
2
Executive Officers of the Registrant
Name, Age and Position Business Experience Past 5 Years
- ---------------------- --------------------------------
Betsy Henley-Cohn, 49 Chairwoman of the Board of Directors and
Chairwoman of the Board Chief Executive Officer of the Company since
And Chief Executive Officer May 1992; Chairman of the Board of Directors
And Treasurer, Joseph Cohn & Sons,Inc.;
Director, United Illuminating Company;
Director, Aristotle Corp.; Director, Citizens
Bank of Connecticut (1997-1999).
John S. Tomac, 48 President of the Company since October 1,
President and Treasurer 1998; Vice President of the Company December
1, 1997-September 30, 1998; Treasurer of the
Company since December 1997; Assistant
Controller, BHC Company 1991-1997.
ITEM 2. PROPERTIES
The Company's properties consist chiefly of land, wells, reservoirs,
and pipelines. The Company has 5 production wells with an aggregate effective
capacity of approximately 3.0 MGD. The Company's existing interconnections with
the Regional Water Authority can provide 5.0 MGD. The Company's entire system
has a safe daily yield (including only those supplies that comply with the SDWA
on a consistent basis) of approximately 8.0 MGD, while the average daily demand
and the maximum daily demand on the system during 2001 were approximately 3.5
MGD and 7.5 MGD, respectively. The distribution system, with the exception of
the well supplies, is mainly through gravity, but there are seven distinct areas
at higher elevations where pumping, pressure tanks and standpipes are utilized.
These higher areas include approximately 25% of the Company's customers.
The Company has two emergency stand-by reservoirs (Peat Swamp and
Middle) with a storage capacity of 457 million gallons and a safe daily yield of
approximately 2.1 MGD. Because the water produced by those reservoirs does not
consistently meet the quality standards of the SDWA, none of those reservoirs is
actively being used by the Company to supply water to the system. During 1996
and in January 1998, the Company sold to the City of Ansonia and the City of
Derby the Sentinel Hill Reservoir system and its watershed located in Ansonia
and Derby. In November 1998, the Company sold to the Town of Seymour the Great
Hill reservoir system and its watershed located in the Towns of Seymour and
Oxford. In 2001 the Company sold to the DEP the Qullinan Reservoir and its
watershed located in Ansonia and Seymour.
The Company's dams are subject to inspection by and the approval of the
DEP. All of the Company's dams are in compliance with improvements previously
ordered by the U.S. Army Corps of Engineers.
The Company owns an office building at 230 Beaver Street, in Ansonia.
That building was built in 1964, is of brick construction, and contains 4,200
square feet of office and storage space. In addition, the Company owns two
buildings devoted to equipment storage. The Company also owns office space in a
wood frame, residential building owned by the Company at 228 Beaver Street,
Ansonia.
The Company's approximately 1,400 acres of land were acquired over the
years principally in watershed areas to protect the quality and purity of the
Company's water at a time when land use was not regulated and standards for
water quality in streams were non-existent.
3
Under Connecticut law a water Company cannot abandon a source of supply
or dispose of any land holdings associated with a source of supply until it has
a "water supply plan" approved by the Health Department. The Health Department
approved the Company's first Water Supply Plan in 1988 and updated Water Supply
Plan in 1993 and in 1998. Pursuant to abandonment permits issued by the Health
Department in 1988, the Company abandoned its Upper and Lower Sentinel Hill
Reservoirs, Steep Hill (Bungay) Reservoir, and Fountain Lake Reservoir, and the
land associated with them then became available for sale. In 1994, the
abandonment of Great Hill Reservoir was approved by the Health Department and in
1999 the abandonment of the Quillinan Reservoir was also approved by the Health
Department.
Since 1988, the Company has sold approximately 2,298 acres of land in
Bethany, Ansonia, Derby, Seymour and Oxford, realizing net gains of $12,824,489.
The Company believes that only 30 acres of its land holdings will not
be needed in the future for water supply purposes and can be sold. The Company
has proposed, and the DPUC has accepted with respect to prior transactions, an
accounting and ratemaking mechanism by which the gain on the sale of the
Company's land holdings is shared between ratepayers and stockholders as
contemplated by Connecticut law. (See Note 1 to the Company's Financial
Statements.)
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Page 6 of the Company's Annual Report to shareholders for the year
ended December 31, 2001, (Financial Highlights), is incorporated herein by
reference, pursuant to Rule 12b-23 of the Securities and Exchange Act of 1934
(the "Act") and to Instruction G(2) to Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA
Page 7 of the Company's Annual Report to shareholders for the year
ended December 31, 2001 (Financial Highlights) is incorporated herein by
reference, pursuant to Rule 12b-23 of the Act and to Instruction G(2) to Form
10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Pages 8 through 11 of the Company's Annual Report to Shareholders for
the year ended December 31, 2001 are incorporated herein by reference, pursuant
to Rule 12b-23 of the Act and to Instruction G(2) to Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has certain exposures to market risk related to changes in
interest rates. The Company has an outstanding revolving credit agreement, under
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which there were no borrowings outstanding at December 31, 2001. The revolving
credit agreement bears interest at variable rates based on current LIBOR
indices. The Company is not subject in any material respect to currency or other
commodity risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the report
therein, of Dworken, Hillman, LaMorte and Sterczala, P.C., dated January 31,
2002, appearing on pages 12 through 24 of the Company's 2001 Annual Report to
Shareholders are incorporated herein by reference, pursuant to Rule 12b-23 of
the Act and Instruction G(2) to Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors, their ages, the year in which each first became a
director of the Company and their principal occupations or employment during the
past five years are:
Year First Principal Occupation
Nominee Age Became Director During the Past Five Years
- ------- --- --------------- --------------------------
Michael J. Adanti 61 2000 President, Southern Connecticut State
University since 1984.
Mary Jane Burt 48 2000 Principal, The Laurel Group (Investment
and Business Consultants) since 1998;
Previously, President, Burt Medical Lab
(1984-1998); Director, INSITE ONE from
1999 to 2001.
James E. Cohen 55 1982 Lawyer in private practice in Derby, CT
since 1971; Attorney Trial Referee for
the Connecticut Superior Court since 1996.
Betsy Henley-Cohn 49 1981 Chairwoman of the Board of Directors of
the Company since 1992;
Chairperson/Treasurer, Joseph Cohn &
Sons, Inc. (construction subcontractors)
since 1979; Director, United Illuminating
Corp. since 1990; Director, Aristotle Corp.
since 1995; Director, Citizens Bank of
Connecticut (1997-1999).
Alvaro da Silva 56 1997 President, DSA Corp. (a management
company) since 1979; President B.I.D.,
Inc. (land development and home
building company); Managing Partner,
5
Connecticut Commercial Investors, LLC
(a commercial real estate and
investment partnership) since 1976;
Director of Great Country Bank (1991-1995).
Themis Klarides 36 2001 Lawyer in Practice in Shelton, CT since
1998; State Representative, 114 District
Connecticut General Assembly since 1998.
Aldore J. Rivers, Jr. 68 1986 Retired; President of the Company until
September 30, 1998
B. Lance Sauerteig 56 1996 Principal in BLS Strategic Capital,
Inc. (financial and investment advisory
company) since 1994; Principal in
Tortoise Capital Partners, LLC (real
estate investments) since 2000.
Kenneth E. Schaible 60 1994 Real Estate Developer and Director of
AuthX, Inc.; previously, Senior Vice
President, Webster Bank, 1995-1996;
President, Shelton Savings Bank and
Shelton Bancorp., Inc. 1972-1995.
John S. Tomac 48 1999 President of Company since October 1,
1998; Treasurer of the Company since
December 1997; Vice President of
Company December 1, 1997-September 30,
1998; Assistant Controller, BHC
Company, 1991-1997.
See also "Executive Officers of the Registrant", following Part I, Item
1 herein.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors, and persons who beneficially own more than ten
percent of our common stock, to file initial reports of ownership and reports of
changes in ownership with the SEC and the American Stock Exchange. Executive
6
officers, directors and greater than ten percent beneficial owners are required
by the SEC to furnish us with copies of all Section 16(a) forms they file.
Based upon a review of the copies of these forms furnished to us and
written representations from our executive officers and directors, we believe
that during fiscal 2001 all executive officers, directors and greater than ten
percent beneficial owners complied with Section 16(a) filing requirements, with
the following exceptions: each of Michael Adanti, a director and Mary Jane Burt,
a director, failed to make a timely filing to disclose the grant of options
during calendar year 2000; each has now made a filing to disclose such grants.
ITEM 11. EXECUTIVE COMPENSATION
Executive Officers: Annual and Long-Term Executive Compensation
The following table sets forth the annual and long-term compensation
paid or accrued by the Company to those persons who were the Chief Executive
Officer and the executive officers of the Company at the end of 2001 whose total
annual salary exceeded $100,000 (collectively, the "Named Executive Officers"),
for services rendered by them in all capacities in which they served the Company
during 1999, 2000 and 2001. The following table does not contain a column for
"Other Annual Compsensation" because the amount of perquisites and other
personal benefits received by the Named Executive Officers was less than the
lesser of $50,000 or 10% of the total salary and bonus reported for each person.
SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION
-------------------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS
--------------------------- ---- ---------- -------
John S. Tomac 2001 $116,600 $39,613
President and Director 2000 $109,727 $ 0
1999 $105,098 $ 0
Betsy Henley-Cohn 2001 $ 67,100 $20,000
Chairman of the Board 2000 $ 61,000 $ 0
and Chief Executive Officer 1999 $ 61,000 $ 0
No grants of stock options were made during the year ended December 31,
2001 to the named executive officers.
7
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY OPTIONS AT FISCAL
OPTIONS AT FISCAL YEAR-END (#) YEAR-END($)
------------------------------ ------------------------------
SHARES VALUE
ACQUIRED ON REALIZED
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ---------- ----------- ------------- ----------- -------------
John. S. Tomac 1,576 $12,115.50 9,630 8,000 $106,291 $67,738
Betsy Henley-Cohn 0 -- 0 0 -- --
Retirement Plan
The Company has a noncontributory defined benefit plan, which covers
substantially all employees. The retirement plan generally provides a retirement
benefit based upon the participant's years of credited service and his or her
final average earnings, with final average earnings consisting of the total
compensation (including salary, bonus and overtime earnings) of the participant
during the five years of highest total compensation of the participant in the 10
years preceding the participant's retirement or termination date. Retirement
benefits are payable either as a straight life annuity, a joint and survivor
annuity or in other optional forms. Normal retirement is at age 65, but certain
early retirement benefits may be payable to participants who have attained age
55 and completed 10 years of continuous service, and survivor benefits may be
payable to the surviving spouse of a vested participant who dies prior to early
or normal retirement. A participant's benefit under the retirement plan vests
after five years of credited service, all benefits funded by Birmingham
Utilities are based upon actuarial computations, and no contributions are made
by participants.
The following table shows estimated annual benefits payable under the
plan to participants in specified compensation (final average earnings) and
years-of-service classifications on a straight life annuity basis, assuming
normal retirement at age 65 in 2001. The benefits listed in the following table
are not subject to any deduction for social security or other offset amounts.
YEARS OF SERVICE (B)
FINAL AVERAGE ----------------------------------------------------------
EARNINGS (A) 15 20 25 30 35
- ------------- ------ ------ ------ ------ ------
125,000 24,375 32,500 40,625 48,750 56,875
150,000 29,250 39,000 48,750 58,500 68,250
175,000 34,125 45,500 56,875 68,250 79,625
200,000 39,000 52,000 65,000 78,000 91,000
8
(a) The current final average earnings as of December 31, 2001 for Betsy
Henley-Cohn and John S. Tomac are $60,393 and $116,718, respectively.
(b) Years of credited service under the retirement plan as of December 31, 2001
for Betsy Henley-Cohn and John S. Tomac are 6 and 4, respectively.
Compensation of Directors
The Company's Directors received an annual fee of $5,000 plus $600 for
each full Board meeting and $400 for each Committee meeting actually attended in
2001.
Employment Contracts
John S. Tomac
-------------
Effective October 1, 1998, Birmingham Utilities entered into an
employment agreement with its President, John S. Tomac. The agreement has a
three-year term with automatic three-year extensions, unless either party gives
written notice that the agreement will no longer be automatically extended. No
notice was given in 2001 and this agreement was extended to September 30, 2004.
The employment agreement terminates upon the death of Mr. Tomac or upon mutual
agreement of the parties. The agreement can be terminated by the Company: (i)
for "cause" (as defined in the employment agreement), (ii) in the event Mr.
Tomac becomes disabled, or (iii) without cause, during a six month period during
each term; provided however, that if Mr. Tomac is terminated without cause
during such six month period, he is entitled to receive a severance package
equal to his base salary plus benefits for one year from the date of such
termination. Mr. Tomac may terminate the agreement in the event of a Change of
Control (as defined in the employment agreement) or in the event that Birmingham
Utilities breaches this agreement. If Mr. Tomac elects to terminate the
agreement upon a Change of Control, he will be entitled to receive a lump sum
payment, payable within 90 days of making the election, equal to two times the
greater of (x) his compensation during the last full fiscal year immediately
preceding the election and (y) his average annual compensation with respect to
the two most recent fiscal years preceding such election. Mr. Tomac's
compensation for purposes of the foregoing calculation includes base salary,
bonus and any other cash incentives paid to him. If Mr. Tomac does not elect to
terminate the agreement upon a Change of Control, the agreement will continue in
effect for a period of three years from the Change of Control and then
terminate. None of these termination provisions will become applicable by reason
of the implementation of the plan of merger and share exchange.
The employment agreement provides for an annual salary of $100,000 and
provides that the Board of Directors shall review Mr. Tomac's salary annually.
In addition, Birmingham Utilities agrees to provide an automobile for Mr. Tomac
and agrees to pay all expenses in connection with the operation of the vehicle,
including fuel expenses. Pursuant to the employment agreement, Mr. Tomac is
entitled to four weeks paid vacation, to be taken each year and is also entitled
to participate in any employee welfare and retirement plan or program of
Birmingham Utilities available generally to its employees including hospital,
medical and dental benefits.
Under the employment agreement, Birmingham Utilities agrees to
indemnify Mr. Tomac to the fullest extent possible under Connecticut law against
all costs, charges and expenses incurred by him in connection with any action,
suit or proceeding to which he may be made a party by reason of his being or
having been a director, officer or employee of Birmingham Utilities or his
serving or having served any other enterprise as a director, officer or employee
at the
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request of Birmingham Utilities. In addition, Mr. Tomac is entitled to the
protection of any insurance policies Birmingham Utilities may elect to maintain
generally for the benefit of its directors and officers with respect to such
costs, charges and expenses.
Aldore J. Rivers, Jr.
--------------------
Effective September 30, 1998, Birmingham Utilities entered into a
consulting agreement with its former president, Aldore J. Rivers. The agreement
terminated Mr. Rivers' prior employment agreement and released him from his
duties as an officer and employee of Birmingham Utilities.
The consulting agreement provides that Mr. Rivers will provide
consulting services to Birmingham Utilities until September 30, 2003, provided
that either party may terminate the consulting arrangement upon three months
written notice. Under the agreement, Mr. Rivers provides up to 100 hours of
consulting services per year at the request of Birmingham Utilities and in
exchange, receives $30,000 per year. Under the agreement, Mr. Rivers also serves
on the board of directors of Birmingham Utilities and receives no additional
compensation as a non-employee director.
The consulting agreement also provides Mr. Rivers with supplemental
pension benefits of $2,400 per month for fifteen years and provides that in the
event of his death during that fifteen year period, his designated beneficiaries
shall receive $1,200 per month for the remainder of the period.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following tables set forth information as of March 8, 2002 with
respect to the only persons known to us to be the beneficial owners (for
purposes of the rules of the SEC) of more than 5% of the outstanding shares of
our common stock as of that date.
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ----------------- -------------------- ----------------
Group consisting of Cohn Realty & 159,896 9.79%
Investment, Betsy Henley-Cohn, Betsy
Cohn Spray Trust and Betsy Cohn
Income Trust, 80 Hamilton Street,
New Haven, Connecticut 06511
(1) Of the 159,896 shares owned by this Group, Betsy Henley-Cohn owns 10,000
shares, 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 68,300 shares; Betsy
Cohn Spray Trust has beneficial ownership of 60,276 shares; Betsy Cohn Income
Trust has beneficial ownership of 21,320 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 filings with the Securities and Exchange Commission
made by the Group and from other information available to Birmingham Utilities.
The following table sets forth certain information concerning ownership
of the Company's shares by the Company's officers and directors.
10
--------------------------- ------------------------------- ------------------
Name Common Shares Beneficially Percent of Class
---- ------------------------------- ------------------
Owned As of March 8, 2002 (1) (2)
--------------------------- ------------------------------- ------------------
Michael J. Adanti 5,900 *
Mary Jane Burt 9,482 *
James E. Cohen 77,596 (3) 4.72%
Betsy Henley-Cohn 159,896 (4) 9.79%
Alvaro da Silva 12,400 *
Themis Klarides 200 *
Aldore J. Rivers, 10,209 *
Jr.
B. Lance Sauerteig 10,400 *
Kenneth E. Schaible 12,960 *
John S. Tomac 11,206 *
Executive Officers, 310,249 18.41%
Directors
And Nominees as a group,
10 in number
--------------------------- ------------------------------- ------------------
* Less than 1%
(1) Includes options to purchase shares of common stock exercisable within 60
days of April 2, 2002, as follows: Mr. Cohen, 10,000; Mr. da Silva, 10,000; Mr.
Sauerteig, 10,000; Mr. Schaible, 10,000; Ms. Burt, 1,250; Mr. Adanti, 1,250 and
Mr. Tomac 9,630.
(2) For the purpose of calculating the percentage of common stock beneficially
owned (a) by the individual persons listed in the table, the number of options
held by such person is included in both the number of shares beneficially owned
by the person and in the total number of shares outstanding in the class with
respect to the individual person's percentage calculation, and (b) by the
directors and officers as a group, the total number of shares beneficially owned
by the group and the total number of shares outstanding includes the 52,130
shares issuable upon the exercise of options exercisable by all persons in the
group within 60 days of the record date.
(3) Includes 64,196 shares held by Mr. Cohen as Trustee for the David B. Cohen
Family Trust, and 3,400 shares held in a brokerage custodial account for Mr.
Cohen's benefit.
(4) Ms. Henley-Cohn is a member of the shareholder group described in the
preceding table. The 159,896 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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. Annual amounts paid since 1999 have
been under $15,000.
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
11
Page in
Annual Report*
Statements of Income and Retained
earnings for the three years ended
December 31, 2001 14
Balance Sheets at December 31, 2001 13
Statements of Cash Flows for the three
years ended December 31, 2001 15
Notes to the Consolidated Financial Statements 16-24
Report of Independent Accountants 12
Financial Highlights 7
Selected Financial Data 7
Management's Discussion and Analysis 8-11
* Incorporated by reference from the indicated pages of the 2001 Annual Report.
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the Registrant
during the last quarter of 2001.
(c) Exhibits.
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(3) Certificate of Incorporation and By-Laws of Birmingham Utilities, Inc.
Incorporated herein by reference to Exhibit 3 of Birmingham Utilities, Inc.'s
Annual report on Form 10K for the period ended December 31, 1994.
(4) Instruments Defining Rights of Security Holders
(4.1) Amended and Restated Mortgage Indenture by and between The
Ansonia Derby Water Company and The Connecticut National Bank as Trustee, dated
as of August 9, 1991. Incorporated herein by reference to Exhibit (4.1) of the
Annual Report on Form 10-K of Birmingham Utilities, Inc., for the period ended
December 31, 1999.
(4.2) Commercial Loan Agreement by and between Birmingham Utilities, Inc.
and Citizens Bank, dated July 28, 2000. Incorporated herein by reference to
Exhibit (4.2) of the Annual Report on Form 10-K of Birmingham Utilities, Inc.,
for the period ended December 31, 2000.
(4.3) Birmingham Utilities, Inc. Dividend Reinvestment Plan, adopted by its
Board of Directors on September 13, 1994. Incorporated herein by reference to
Exhibit 4 (iii) of Birmingham Utilities, Inc.'s Annual Report on Form 10-K for
the period ended December 31, 1994.
(10) Material Contracts
(10.1) Agreement to Purchase Water by and between The Ansonia Derby Water
Company and South Central Connecticut Regional Water Authority dated January 18,
1984 for the sale of water by the Authority to the Company and subsequent
amendment dated December 29, 1988. Incorporated herein by reference to Exhibit
(10.1) of the Annual Report on Form 10-K of Birmingham Utilities, Inc. for the
period ended December 31, 1999.
12
(10.2) Agreement to Purchase Water by and between The Ansonia Derby Water
Company and South Central Connecticut Regional Water Authority dated November
30, 1984 for the sale by the Authority to the company of water and for the
construction of the pipeline and pumping and storage facilities in connection
therewith by the Authority at the expense primarily of the Company and
Bridgeport Hydraulic Company. Incorporated herein by reference to Exhibit (10.2)
of the Annual Report on Form 10-K of Birmingham Utilities, Inc. for the period
ended December 31, 1996.
(10.3) Employment Agreement between Birmingham Utilities, Inc. and John S.
Tomac dated October 1, 1998. Incorporated herein by reference to Exhibit (10.3)
of the Annual Report on Form 10-K of Birmingham Utilities, Inc. for the period
ended December 31, 1998.
(10.4) Birmingham Utilities, Inc. 1994 Stock Incentive Plan adopted by its
Board of Directors on September 13, 1994. Incorporated herein by reference to
Exhibit (10.9) of Birmingham Utilities, Inc.'s Annual Report on Form 10-K for
the period ended December 31, 1994.
(10.5) Birmingham Utilities, Inc. 1994 Stock Option Plan for Non-Employee
Directors adopted by its Board of Directors on September 13, 1994. Incorporated
herein by reference to Exhibit (10.10) of Birmingham Utilities, Inc.'s Annual
Report on Form 10-K for the period ended December 31, 1994.
(10.6) Birmingham Utilities, Inc. 1998 Stock Incentive Plan adopted by its
Board of Directors on December 9, 1998. Incorporated herein by reference to
Exhibit (10.8) of Birmingham Utilities, Inc.'s Annual Report on Form 10-K for
the period ended December 31, 1999.
(10.7) Birmingham Utilities, Inc. 2000 Stock Option Plan for non-employee
Directors adopted by its Board of Directors on September 6, 2000. Incorporated
herein by reference to Exhibit (10.9) of Birmingham Utilities, Inc.'s Annual
Report on Form 10-K for the period ended December 31, 2000.
(13) 2001 Annual Report to Shareholders. Incorporated herein by reference
to Exhibit (13) of Birmingham Utilities, Inc. Annual Report on Form 10-K for the
period ended December 31, 2001.
(23) Consent of Auditors.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant) BIRMINGHAM UTILITIES, INC.
BY: /s/ Betsy Henley-Cohn
---------------------------------------
Betsy Henley-Cohn
Chairwoman of the Board (Chief Executive Officer)
BY: /s/ John S. Tomac
---------------------------------------
John S. Tomac
President and Treasurer (Chief Financial Officer)
Date: April 26, 2002
14
BIRMINGHAM UTILITIES, INC.
INDEX TO EXHIBITS
Item No. Page No.
23 Consent of Dworken, Hillman, LaMorte 16
& Sterczala, P.C.
15