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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): AUGUST 10, 2007
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 10, 2007, the South Central Connecticut Regional Water Authority
("Parent") and RWA 21, Ltd., a wholly owned subsidiary of Parent ("Merger
Subsidiary") delivered a countersigned Clarification and Waiver Letter (the
"Waiver Letter") to BIW Limited ("BIW" or the "Company"). Pursuant to the Waiver
Letter, Parent and Merger Subsidiary agreed to waive and clarify certain
provisions of the Agreement and Plan of Merger entered into by Parent, Merger
Subsidiary and BIW on June 29, 2007, which provides that, upon the terms and
subject to the conditions set forth in the Merger Agreement, Merger Subsidiary
will merge with and into BIW (the "Merger") and BIW will become a wholly-owned
subsidiary of Parent.
Specifically, the Waiver Letter provides that, notwithstanding the provisions of
the Merger Agreement: (i) the closing condition requiring BIW shareholder
approval shall only require approval of holders of a majority of the outstanding
shares of BIW (in accordance with the applicable standard under Connecticut
law), and (ii) that the opinion of Carter Capital Corporation need only address
the fairness of the Merger consideration, from a financial point of view, to the
BIW shareholders, and not to BIW itself.
The foregoing description of the Waiver Letter does not purport to be complete
and is qualified in its entirety by reference to the Waiver Letter, which is
filed as Exhibit 2.1 hereto, and is incorporated by reference herein.
IMPORTANT MERGER INFORMATION
IN CONNECTION WITH THE PROPOSED MERGER, THE COMPANY WILL FILE A PROXY STATEMENT
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR SEC. Investors are advised
to read the proxy statement when it becomes available because it will contain
important information about the Merger and the Company. INVESTORS MAY OBTAIN A
FREE COPY OF THE PROXY STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY
THE COMPANY WITH THE SEC AT THE SEC'S WEB SITE AT WWW.SEC.GOV. FREE COPIES OF
THE COMPANY'S FILINGS MAY BE OBTAINED BY DIRECTING A WRITTEN REQUEST TO BIW
LIMITED, 230 BEAVER STREET, ANSONIA, CONNECTICUT 06401, ATTENTION: JOHN TOMAC,
PRESIDENT.
PARTICIPANTS IN THE SOLICITATION
THE COMPANY AND ITS DIRECTORS, EXECUTIVE OFFICERS AND OTHER MEMBERS OF ITS
MANAGEMENT MAY BE DEEMED TO BE SOLICITING PROXIES FROM THE COMPANY'S
STOCKHOLDERS IN FAVOR OF THE MERGER. INVESTORS AND STOCKHOLDERS MAY OBTAIN MORE
DETAILED INFORMATION REGARDING THE DIRECT AND INDIRECT INTERESTS OF THE
COMPANY'S EXECUTIVE OFFICERS AND DIRECTORS IN THE MERGER BY READING THE
PRELIMINARY AND DEFINITIVE PROXY STATEMENTS REGARDING THE MERGER, WHICH WILL BE
FILED WITH THE SEC. THESE DOCUMENTS WILL BE AVAILABLE FREE OF CHARGE ONCE
AVAILABLE AT THE SEC'S WEB SITE AT WWW.SEC.GOV OR BY DIRECTING A REQUEST TO THE
COMPANY AS DESCRIBED ABOVE.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NO. DESCRIPTION
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2.1 Clarification and Waiver Letter dated August 7, 2007
from BIW Limited to South Central Connecticut Regional
Water Authority and RWA 21, Ltd.
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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: August 13, 2007 By: /s/ John S. Tomac
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John S. Tomac
President
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