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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): JUNE 28, 2002
BIRMINGHAM UTILITIES, INC.
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(Exact Name of Registrant as Specified in Charter)
CONNECTICUT 1-16205 06-0878647
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
230 BEAVER STREET
ANSONIA, CONNECTICUT 06401
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (203) 735-1888
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Birmingham Utilities, Inc. announced today that its stockholders approved the
establishment of a new holding company named "BIW Limited" at the annual meeting
of stockholders held on June 25, 2002. Effective at the close of business today,
BIW Limited will become the parent company of Birmingham Utilities, Inc.
Although Birmingham Utilities' organizational structure will change, BIW Limited
will continue to conduct Birmingham Utilities' current businesses through
Birmingham Utilities, Inc.
Pursuant to a merger, on June 28, 2002, all Birmingham Utilities' common stock
will be exchanged for BIW Limited common stock on a share-for-share basis.
Effective Monday, July 1, 2002, BIW Limited common stock will commence trading
on the American Stock Exchange under the same symbol - BIW. It will not be
necessary for stockholders to turn in their Birmingham Utilities stock
certificates for BIW Limited stock certificates. All existing Birmingham
Utilities certificates will automatically represent BIW Limited common stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibit is filed with this document.
Exhibit
Number Description
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99.1 Press Release of Birmingham Utilities, Inc., dated June
28, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BIRMINGHAM UTILITIES, INC.
By: /s/ John S. Tomac
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John S. Tomac
President
Dated: June 28, 2002
EXHIBIT INDEX
Number Description
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99.1 Press Release of Birmingham Utilities, Inc., dated June
28, 2002.