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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):
OCTOBER 31, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 31, 2003, BIW Limited's wholly-owned subsidiaries,
Birmingham Utilities, Inc. and Birmingham H2O Services, Inc. completed the
purchase of the Connecticut regulated and unregulated operations of AquaSource,
Inc. from Philadelphia Suburban Corporation (PSC) for approximately $4,000,000,
subject to certain post-closing purchase price adjustments. The transaction
consists of the acquisition 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
Utilities, Inc. and Birmingham H2O Services, Inc. signed the purchase agreement
with PSC on May 19, 2003 to purchase these operations. PSC and Birmingham
Utilities, Inc. received regulatory approval from the Connecticut Department of
Public Utility Control for the purchase and sale of the Connecticut regulated
operations on October 22, 2003. The acquired operations consist of 30 regulated
water systems located in eastern Connecticut, as well as a non-regulated
contract operations business that monitors and services another 51 water systems
also in eastern Connecticut. Also included in the purchase is the Rhodes Pump
Service business located in Guilford, Connecticut.
The purchase price was funded through borrowings on Birmingham
Utilities, Inc.'s existing line of credit with Citizens Bank.
Pursuant to the purchase agreement with PSC, Birmingham Utilities
has also agreed to acquire all of the issued and outstanding stock of five
regulated water companies located in and operating in the State of New York. The
closing of this purchase remains subject to regulatory approval.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The financial statements and additional information required
pursuant to Regulation S-X Rule 3-05 will be filed within 60 days of the
required date of this filing.
(b) Pro Forma Financial Information
The pro forma financial information required pursuant to Regulation
S-X Rule 3-05 will be filed within 60 days of the required date of this filing.
(c) Exhibits
99.1 Copy of Registrant's press release dated October 31, 2003
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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: November 13, 2003 By: /s/ John S. Tomac
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John S. Tomac
President
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