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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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):
May 19, 2003
BIW LIMITED
(Exact name of Registrant as specified in its charter)
Connecticut 1-31374 04-3617838
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
230 Beaver Street, Ansonia, Connecticut 06401
(Address of principal executive offices, including zip code)
(203) 735-1888
(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
As of May 19, 2003 BIW Limited's wholly-owned subsidiaries Birmingham
Utilities, Inc. ("Birmingham") and Birmingham H2O Services, Inc. ("H2O") entered
into a Purchase Agreement dated as of May 19, 2003 (the "Purchase Agreement")
with Philadelphia Suburban Corporation ("PSC"). The Purchase Agreement provides
for the acquisition by Birmingham of all of the issued and outstanding shares of
common stock of Eastern Connecticut Regional Water Company, Inc., as well as
certain assets used in regulated water utility operations in Connecticut.
Birmingham will also acquire all of the issued and outstanding stock of five
regulated water companies located in and operating in the State of New York.
Pursuant to the Purchase Agreement, H2O will purchase certain non-regulated
assets that consist largely of operating and maintenance agreements with respect
to various unregulated water supply systems located in eastern and central
Connecticut.
The aggregate purchase price for the regulated and unregulated Connecticut
operations and the New York operations to be purchased by Birmingham and H2O
pursuant to the Purchase Agreement is $5,000,000. The purchase price is subject
to certain adjustments based on changes in the rate base and working capital of
the Connecticut and New York regulated companies. These adjustments may not
increase the purchase price by more than $1,200,000 in the aggregate.
The closing of the transactions contemplated by the Purchase Agreement is
contingent on the closing contemplated by a purchase agreement entered into in
July 2002 by and among PSC, Aqua Acquisition Corporation, DQE, Inc., and
AquaSource, Inc. (the "AquaSource Purchase Agreement"), pursuant to which, among
other things, PSC will purchase the regulated and unregulated Connecticut
operations and the New York operations that are the subject of the Purchase
Agreement. The closing of the transactions contemplated by the AquaSource
Purchase Agreement is expected to occur mid-year 2003 and regulatory approval
has already been received in Connecticut and New York with respect to the
transfer of the regulated Connecticut and New York operations to PSC pursuant to
the AquaSource Purchase Agreement. The closing contemplated by the Purchase
Agreement is also contingent on receipt of regulatory approval in Connecticut
and New York for the transfer of the Connecticut regulated operations and the
New York regulated operations, respectively, from PSC to Birmingham. Due to the
timing of receipt of regulatory approvals, the closing of the transaction may
take place as one or more separate closings. BIW Limited currently anticipates
that the transaction will be completed in its entirety during the second half of
2003.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits - The following exhibit is filed as part of this report:
99.1 Purchase Agreement dated as of May 19, 2003 by and among Birmingham
Utilities, Inc., Birmingham H2O Services, Inc. and Philadelphia Suburban
Corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIW LIMITED
Date: May 27, 2003 By: /s/ John S. Tomac
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John S. Tomac
President