ITEM 1. BUSINESS - -----------------
General
Aquarion Company ("Aquarion") is a holding company whose subsidiaries
are engaged both in the regulated utility business of public water supply and
in various nonutility businesses.
Aquarion's utility subsidiaries, BHC Company (BHC) and Sea Cliff Water
Company (SCWC) (collectively the Utilities) collect, treat and distribute
water to residential, commercial and industrial customers, to other utilities
for resale and for private and municipal fire protection. The Utilities
provide water to customers in 30 communities with a population of
approximately 500,000 people in Connecticut and Long Island, New York. These
communities include those served by other utilities to which water is made
available by the Company's Utilities on a wholesale basis for back-up supply
or peak demand purposes through the Southwest Regional Pipeline. BHC is the
largest investor-owned water company in Connecticut and with SCWC is among the
10 largest investor-owned water companies in the nation. The Utilities are
regulated by several state agencies, including the Connecticut Department of
Public Utility Control (DPUC) and the New York Public Service Commission
(PSC).
Aquarion is also engaged in various nonutility activities. The Company
owns Timco, Inc. (Timco), a timber processing company based in New Hampshire.
At Timco's sawmill complex, lumber is cut and packaged for sale to wholesalers
and retailers. Aquarion is also engaged in the utility management service
business through Aquarion Management Services, Inc. (AMS) and owns Main Street
South Corporation (MSSC), a small real estate subsidiary formed in 1969 to
assist the Utilities in marketing surplus land.
The Company was incorporated in Delaware as The Hydraulic Company in
1969 to become the parent company to BHC, a Connecticut corporation founded in
1857. The corporate name was changed to Aquarion Company in 1991. The
Company's executive offices are located at 835 Main Street, Bridgeport,
Connecticut 06604-4995, and its telephone number is (203) 335-2333.
Recent Developments
Discontinued Operations. On March 25, 1997, the Company sold the -----------------------
operations of Industrial and Environmental Analysts, Inc. (IEA), its
environmental testing laboratory business for approximately $10,000,000.
In connection with the sale, the Company retained liabiity for
environmentatal matters arising before the date of sale. IEA has been
recorded as a discontinued operation for the years ended December
31, 1996, 1995 and 1994. The Company recorded an after tax loss of $4,255,000
or $.61 per share from the sale of the discontinued operation for
the year ended December 31, 1996. Net losses from the discontinued operation
were $580,000 in 1996, $410,000 in 1995 and $257,000 in 1994, respectively and
are shown separately on the consolidated statements of income.
Merger. Effective at the close of business on December 31, 1996, ------ Bridgeport Hydraulic Company merged with its wholly-owned subsidiaries
Stamford Water Company (SWC), New Canaan Water Company (NCWC) and Ridgefield
Water Supply Company (RWSC). Bridgeport Hydraulic Company is the surviving
corporation and has changed its name to BHC Company (BHC). BHC will consist of
an Eastern Division, formerly Bridgeport Hydraulic Company and a Western
Division, formerly SWC, NCWC and RWSC.
- 1 -
Rates. On January 17, 1997, BHC's Eastern Division filed an a ----- application with the DPUC for a Construction-Work-in-Progress (CWIP) rate
surcharge of 8.94 percent of current revenues to recover 90 percent of the
carrying costs through December 31, 1996, of capital used in the construction
of a filtration plant at its Hemlocks Reservoir in Fairfield, Connecticut.
This plant, mandated by the Federal Safe Drinking Water Act of 1974 (SDWA), as
amended, is estimated to cost approximately $48,500,000. This application
updated the CWIP rate surcharge of 8.05 percent granted in December 1996.
BHC's Eastern Division will continue to file quarterly applications for
increases in the CWIP rate surcharge as construction continues until its
completion in 1997, at which time the filtration facilities are expected to be
operational and subject to general ratemaking regulations.
On July 31, 1996, BHC's Eastern Division received approval from the DPUC
for a 6.5 percent water service rate increase designed to provide a $4,000,000
increase in annual water service revenues. As part of the decision, BHC's
Eastern Division will be allowed to re-open the application in 1997 to include
the full cost of construction of the Hemlocks filtration plant, as well as all
corresponding operating expenses, property taxes and depreciation expense. If
approved, water service rates at that time will increase by approximately an
additional 3.5 percent, which is net of the reduction for the repeal of the
Connecticut gross earnings tax, plus a cumulative CWIP rate surcharge, which
is estimated to be 10 percent at that time.
On April 3, 1996, BHC's Western Division collectively, received a final
decision from the DPUC, which became effective on April 25, 1996, allowing for
a 5.1 percent increase, designed to provide a $782,000 increase in annual
water service revenues. As part of the decision, the DPUC approved BHC's
Western Division's proposal to equalize the meter rates and service charges
for SWC, NCWC and RWSC.
There is no certainty that any given rate increase will produce the
intended level of revenues or the allowed return on equity. See "Public Water
Supply--Rates and Regulations."
Utility Acquisition. On May 30, 1996, the Company acquired Sea Cliff ------------------- Water Company (SCWC), a subsidiary of Emcor Group, Inc., for approximately
$2,600,000 in cash. SCWC, which has approximately 4,300 customers, serves a
portion of Nassau County in Long Island, New York, and has approximate annual
revenues of $2,000,000.
Financing Activities. On February 3, 1997, BHC converted the interest -------------------- rate on its $30,000,000 unsecured note, issued in 1995, in consideration for a
loan of the proceeds from the issuance by the Connecticut Development
Authority (CDA) of an equal amount of tax-exempt Water Facilities Revenue
Bonds, from a weekly variable rate to a fixed rate. The bonds will bear
interest at 6.15 percent and will be due on April 1, 2035.
On October 3, 1996, BHC issued a $30,000,000 unsecured note in
consideration for a loan of the proceeds from the issuance by the CDA of an
equal amount of tax-exempt Water Facilities Revenue Bonds (CDA bonds). The
tax-exempt CDA bonds, bearing interest at 6.0 percent, have a 40 year
maturity. BHC has the option to have these bonds redeemed at a price ranging
from 102 percent on September 1, 2006 to 100 percent on September 1, 2010 and
thereafter. The proceeds of this bond issuance are to be used to offset costs
incurred in the construction of the Hemlocks Reservoir Filtration Project, the
filtration facilities at BHC's Lakeville and Norfolk Reservoirs and other
facilities consisting of transmission and distribution mains, service lines,
meters and hydrants for the purpose of supplying safe potable water to the
general public within the Company's service area. Under the terms of the CDA
bonds, proceeds are to be requisitioned from a construction fund held by a
trustee for planned capital improvements.
- 2 -
Utility Construction Program
The Utilities are engaged in a continuing construction program mandated
by legislative and regulatory requirements, as well as for infrastructure
replacements. The Utilities expended $37,185,000, $38,600,000, and
$17,739,000 in 1996, 1995 and 1994, respectively, for plant additions and
modifications of existing plant facilities, excluding an allowance for funds
used during construction (AFUDC). The 1996 expenditures were made primarily
for construction of water treatment plants at the Hemlocks, Lakeville and
Norfolk reservoirs and installation of water mains, service connections and
meters.
Utility budgeted capital expenditures for 1997 are approximately
$27,100,000. The total cost of the SDWA mandated water filtration project at
the Hemlocks Reservoir through December 31, 1996 was approximately
$38,400,000. Management estimates that the total of such costs for 1997 will
approximate $10,100,000, without adjustment for inflation. Part of the cost
associated with the Hemlocks facility is expected to be offset by CWIP rate
surcharges which, at the DPUC's discretion, permit the recovery of 90 percent
of the carrying cost of capital used in construction of a SDWA-mandated water
treatment facility. Management cannot predict whether future federal, state
or local regulation will require additional capital expenditures.
The Company's ability to finance its future construction programs
depends in part on future rate relief, the level of CWIP rate surcharges and
future debt and equity issues. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Capital Resources
and Liquidity" and "Business--Public Water Supply--Rates and Regulation."
Industry Segment Information
The Company's operations are grouped into four industry segments: public
water supply; timber processing; real estate; and utility management services,
which formerly included environmental testing laboratories (IEA). The
consolidated operating revenues from continuing operations of the Company for
the year ended December 31, 1996 were derived from the following sources: 86
percent from public water supply, 11 percent from timber processing, 2 percent
from real estate, including both MSSC and surplus utility land sales, and
1 percent from utility management services. For additional information
concerning each segment for each of the years ended December 31, 1996, 1995,
and 1994, see "Note 10" of "Notes to Consolidated Financial Statements" and
"Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations."
Public Water Supply
Service Area. The Utilities are engaged in the collection, treatment ------------ and distribution of water for public and private use to residential,
commercial, and industrial users, and for municipal and private fire
protection services in 30 communities in parts of Fairfield, Litchfield and
New Haven counties in Connecticut and Nassau County in Long Island, New York.
The Utilities also sell, as requested, water for redistribution to customers
of the First and Second Taxing Districts' Water Departments of the City of
Norwalk, Connecticut, and Connecticut-American Water Company through the
Southwest Regional Pipeline in Fairfield County.
The communities served by the Utilities as of December 31, 1996 have a
population of approximately 500,000, and the total number of customer accounts
as of that date was approximately 136,000. The Utilities' service areas,
primarily residential in nature, have experienced an average growth in
accounts of approximately 1 percent per year over the last 10 years.
Industrial use has declined significantly in that time period, and the
residential characteristics of the area have changed, indicating an increase
in the percentage of apartment dwellings and condominium units. Management
does not anticipate
- 3 -
any significant growth in residential consumption in the foreseeable future,
and expects continued decline in industrial use and little or no commercial
growth.
The operating revenues of the Utilities for the 12 months ended December
31, 1996 were derived from the following sources: 61 percent from residential
customers, 16 percent from commercial customers, 4 percent from industrial
customers, 14 percent from fire protection customers, and 5 percent from other
sources.
Seasonality. The business of the Utilities is subject to seasonal ----------- fluctuations and weather variations. The demand for water during the warmer
months is generally greater than during the cooler months, primarily due to
additional water requirements of industrial, commercial and residential
cooling systems, and various private and public outdoor uses such as lawn and
golf course sprinkling. From year to year and season to season, demand will
vary with rainfall and temperature levels.
Water Supply. Water is available from both surface and subsurface ------------ sources. During 1996, approximately 91 percent of the water supplied by the
Utilities was provided by impounding reservoirs, 8 percent by producing wells
and 1 percent by purchased water. As of December 31, 1996, the Utilities'
reservoirs, well fields and interconnections with other water utilities had an
aggregate safe daily yield of 113 million gallons. Safe yield is an estimate
of the supply capability during an extended drought. The average daily demand
for water from the Utilities in 1996 was 66 million gallons per day (MGD).
The reservoirs of the Utilities have an aggregate storage capacity of 30.4
billion gallons.
All of the Utilities' reservoirs and active wells are located on
property owned by the Utilities. Management believes it has an adequate water
supply to satisfy the current and projected needs of its customers within its
territorial service area through at least the year 2040. During historical
drought periods in the northeastern United States, BHC has been able to
accommodate the needs of their own customers and to offer relief to supplement
the supplies to neighboring communities by water sales to utilities with which
it has pipeline interconnections. Supply and distribution needs of the
Utilities undergo constant review, and the Utilities continue to explore and
develop additional ground water-supplies and study alternative surface water
sources to meet anticipated future water requirements.
The Connecticut Water Diversion Policy Act, enacted in 1982, prohibits
any future diversions of surface or ground water without a permit from the
state Department of Environmental Protection (DEP). Although this law
"grandfathers" existing surface and ground-water supplies that existed when it
was enacted, any subsequent water diversion that might be effected by BHC is
subject to a lengthy permit application process and approval by the DEP.
Diversion permits granted pursuant to this law are subject to renewal when
their terms, which typically run from five to ten years, expire.
Rates and Regulation. The Company's utility subsidiaries are subject to -------------------- regulation by state regulatory commissions having jurisdiction over their
respective service areas. BHC is subject to regulation by the DPUC, while
SCWC is subject to regulation by the PSC. The authorities have jurisdiction
with respect to rates, service, accounting procedures, issuance of securities,
dispositions of utility property and other related matters. Rates charged by
the Utilities are subject to approval by the DPUC or the PSC. The Utilities
continually review the need for increases in water rates, and historically
have sought rate relief in a timely manner in light of increases in investment
in utility plant, operating costs and related financing costs, as well as
other factors.
The DPUC may allow a surcharge to be applied to rates in order to
provide a current cash return to water utilities on the major portions of CWIP
applicable to facilities, including filtration plants, required for compliance
with the SDWA. See "Environmental Regulations." The surcharge is adjusted
quarterly, subject to DPUC approval, to reflect increased CWIP expenditures
for SDWA facilities.
- 4 -
Aquarion is neither an operating utility company nor a "public service
company" within the meaning of any state and is not currently subject to
general regulation by the DPUC or PSC. Regulatory approval is necessary,
however, before Aquarion may acquire or exercise control over any public
service company. Regulatory approval is also required before any other entity
can acquire or exercise, or attempt to exercise, control over Aquarion.
Connecticut regulations govern the sale of water company land in
Connecticut and treatment of land sale proceeds. See "Item 2.
ITEM 2. PROPERTIES - -------------------
BHC owns a 20,000-square-foot headquarters building and a 44,370-square-
foot Operations Center in Bridgeport, a 28,000-square-foot office building in
Monroe, Connecticut and leases an additional 22,000-square feet of office,
laboratory and garage space in Bridgeport for utility operations.
At December 31, 1996, BHC owned in the aggregate 17 active reservoirs,
53 producing wells and approximately 1,966 miles of water mains, of which
approximately 76 miles have been laid in the past five years. The rights to
locate and maintain water transmission and distribution mains are secured by
charter, easement and permit and are generally perpetual. Water is delivered
to the distribution system from three major reservoir systems, comprised of
several smaller reservoirs and producing wells. BHC owns five filtration
plants for treatment of its reservoir systems. These plants have capacities
ranging from .75 to 25 MGD, respectively.
SCWC owns four acres of land in Long Island, New York in four separate
locations that are occupied by an office and pump station, two well sites and
a tank site. SCWC also owns 54 miles of main.
Aquarion owns nonutility land totaling approximately 99 acres in Easton
and Litchfield, Connecticut. BHC owns approximately 21,400 acres of real
property, most of which consists of reservoirs and surrounding watershed,
located in Fairfield, New Haven, and Litchfield counties in Connecticut and in
Pound Ridge and Lewisboro New York. All but 1,360 specified acres of such
property are subject to the first lien arising under the BHC Indenture
securing its First Mortgage Bonds.
The DPH regulates Connecticut company lands according to a three-tiered
classification system. Class I lands cannot be sold, leased or transferred.
The DPH may authorize a transfer or change in use of Class II lands only upon
a finding that there will be no adverse impact upon the public water supply
and that any use restrictions required as a condition of transfer are
enforceable against subsequent owners and occupants of the lands. Class III
lands, which are off-watershed, are not currently subject to regulation by the
DPH. BHC has identified approximately 2,600 acres of land it believes are
surplus to its water supply needs, and therefore would qualify as Class III
land. All of this Class III land, which includes approximately 570 acres that
have never been in rate base, is available for sale, although all of it may
not be marketable. Up to 530 additional acres could become available if the
DPH approves the abandonment of a former reservoir system in New Haven County
and reclassifies that existing watershed property as Class III land, as
requested by the Company.
- 8 -
Real property may not be sold or transferred by a water utility without
the prior approval of the DPUC and compliance with other restrictions imposed
by Connecticut law. State laws and regulations govern, among other things,
to whom certain water company lands may be transferred, with preference
given to other water companies, the municipality in which the property is
located and the State of Connecticut, in that order. Additionally, the
disposition of the proceeds of any permissible sale is subject to state law.
Until changed by statute in 1988, it had been the practice of the DPUC
to apply gains from the sale of surplus water company land that had ever been
in the rate base to ratepayers. In effect, these gains served as an offset
against operating expenses, thereby substituting profits from the sale of such
land for revenues that would otherwise be provided through rates. Legislation
enacted in 1988, the Equitable Sharing Statute, required the DPUC to use an
accounting treatment to "equitably allocate" the economic benefits of the net
proceeds from the sales of Class III land that was previously in the utility's
rate base between the Company's ratepayers and its shareholders. Ratepayers do
not share in gains from the sale of land that has never been in rate base.
The Equitable Sharing Statute was clarified by a 1990 amendment which
provides that the economic benefits from the sale of former rate base, Class
III land shall be allocated "substantially in favor" of shareholders when
25 percent or more of the land sold is to be used for open space or
recreational purposes.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS - --------------------------
The registrant has nothing to report for this item.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------
The registrant has nothing to report for this item.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER ----------------------------------------------------------------------- MATTERS -------
Page 31 of the Company's Annual Report to Shareholders for the year
ended December 31, 1996 is incorporated by reference herein pursuant to Rule
12b-23 of the Securities and Exchange Act of 1934 (the Act) and to Instruction
G(2) to Form 10-K.
Aquarion has declared and paid quarterly dividends on its common stock
without interruption since its organization in 1969 and, prior thereto, BHC
paid dividends annually on its common stock without interruption since 1890.
Dividends, when declared, are normally paid on the 30th day of January, April,
July and October.
The earnings of Aquarion are derived from its investments in its
subsidiaries, particularly BHC. Aquarion's future ability to pay dividends to
holders of its Common Stock is dependent upon the continued payment by BHC of
dividends to Aquarion. BHC's ability to pay dividends will depend upon timely
and adequate rate relief, compliance with restrictions under certain of the
BHC debt instruments and other factors.
Dividends on Aquarion common stock can be paid only from its net profits
and surplus. Aquarion's ability to pay dividends is further restricted by the
terms of Aquarion's 5.95 percent unsecured Senior Note due January 1999 and
7.8 percent unsecured Senior Notes due June 1997 (the "Aquarion Notes"). As
of
- 9 -
December 31, 1996, the applicable restrictions would have permitted payment
of additional dividends on Aquarion's common stock of up to $33,700,000.
While Aquarion's Board of Directors intends to continue the practice of
declaring cash dividends on a quarterly basis, no assurance can be given as to
future dividends or dividend rates since they will be determined in light of a
number of factors, including earnings, cash flow, and Aquarion and BHC's
financial requirements. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations--Capital Resources and
Liquidity."
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA - -----------------------------------
See the inside front cover ("Selected Financial Data") and Pages 30 - 31
("Supplemental Financial Data") of the Company's Annual Report to Shareholders
for the year ended December 31, 1996, which is incorporated by reference
herein pursuant to Rule 12b-23 of the Act and Instruction G(2) to Form 10-K.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - --------------------------------------------------------------------------- RESULTS OF OPERATIONS ---------------------
See the inside front cover ("Selected Financial Data") and Pages 9 - 14
of the Company's Annual Report to Shareholders for the year ended December 31,
1996, which is incorporated by reference herein pursuant to Rule 12b-23 of the
Act and Instruction G(2) to Form 10-K.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - -------------------------------------------------------
The consolidated financial statements, together with the report thereon
of Price Waterhouse LLP, dated February 18, 1997, appearing on Pages 15 - 28,
the inside front cover ("Selected Financial Data") and Pages 30 - 31
("Supplemental Financial Data") of the accompanying 1996 Annual Report to
Shareholders of Aquarion Company are incorporated by reference herein pursuant
to Rule 12b-23 of the Act and Instruction G(2) to Form 10-K.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND - --------------------------------------------------------------------------- FINANCIAL DISCLOSURE --------------------
The registrant has nothing to report for this item.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - --------------------------------------------------------------
The information as to directors required by Item 10 is set forth at
Pages 1 - 7 of the Company's Definitive Proxy Statement, dated March 20, 1997
relating to the proposed Annual Meeting of Shareholders to be held on April
22, 1997, filed with the Commission pursuant to Regulation 14a under the Act,
and is incorporated by reference herein pursuant to Rule 12b-23 of the Act and
Instruction G(3) to Form 10-K.
Executive Officers
The executive officers of the registrant are listed below. These
officers were elected to the offices indicated on April 23, 1996, except as
otherwise noted, for a term expiring with the 1997 annual meeting of
directors. Except as indicated, all have been with registrant and its
predecessors in an executive capacity for more than five years. There are no
family relationships among members of the executive officers.
- 10 -
There were no arrangements or undertakings between any of the officers
listed below and any other person pursuant to which he or she was
selected as an officer.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION - ----------------------------------
Pages 8 - 14 of the Company's Definitive Proxy Statement, dated March
20, 1997, relating to the proposed Annual Meeting of Shareholders to be held
on April 22, 1997, filed with the Commission pursuant to Regulation 14a under
the Act are incorporated by reference herein pursuant to Rule 12b-23 of the
Act and Instruction G(3) to Form 10-K.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - --------------------------------------------------------------------------
Pages 4 - 5 of the Company's Definitive Proxy Statement, dated March
20, 1997, relating to the proposed Annual Meeting of Shareholders to be held
on April 22, 1997, filed with the Commission pursuant to Regulation 14a under
the Act, are incorporated by reference herein pursuant to Rule 12b-23 of the
Act and Instruction G(3) to Form 10-K.
- 11 -
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - ----------------------------------------------------------
The registrant has nothing to report for this item.
PART IV.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - ---------------------------------------------------------------------------
a) The following documents are filed as part of this report:
Page in Annual Report* -------------
(1) Consolidated Statements of Income for the three years ended December 31, 1996 15
Consolidated Balance Sheets at December 31, 1996 and 1996 16 - 17
Consolidated Statements of Cash Flows for the three years ended December 31, 1996 18
Consolidated Statements of Shareholders' Equity for the three years ended December 31, 1996 19
Notes to Consolidated Financial Statements 20 - 27
Report of Independent Accountants 28
Selected Financial Data Inside Front Cover
Supplemental Financial Information 30 - 31
* Incorporated by reference from the indicated pages of the 1996 Annual Report to Shareholders. ______________________
(b) Reports on Form 8-K.
The Company did not file a report on Form 8-K for the fourth quarter of the year ended December 31, 1996.
(c) Exhibits:
Each document referred to below is incorporated by reference to the files of the Commission, unless the reference is preceded by an asterisk (*). Each management contract, compensatory plan or arrangement required to be filed as an exhibit hereto is preceded by a double asterisk (**).
- 12 -
3(a) Restated Certificate of Incorporation of Aquarion, as amended.(1)
3(b) By-laws of Aquarion, as amended. (4)
4(a) Rights Agreement between Aquarion and The ChaseMellon Shareholder Services, L.L.C. setting forth description of Preferred Stock Purchase Rights distributed to holders of Aquarion Common Stock.(11)
10(a) First Mortgage Indenture of BHC dated June 1, 1924.(2)
10(b) Seventeenth Supplemental Mortgage of BHC dated as September 1, 1960.(2)
10(c) Twentieth Supplemental Mortgage of BHC dated as of November 1, 1968.(1)
10(d) Loan and Trust Agreement of Timco as of November 1, 1984.(1)
10(e) Note Agreement of BHC dated January 24, 1991.(10)
10(f) Note Agreement of Aquarion dated as of May 19, 1992.(5)
10(g) Aquarion Long-Term Incentive Plan.(1)
10(h) Joint Venture Agreement between John J. Brennan, Jr., William A. Brennan and Main Street South Corporation dated February 23, 1979.(3)
10(i) Joint Venture Agreement amendment between John J. Brennan, Jr., William A. Brennan and Main Street South Corporation dated January 1, 1994.(10)
**10(j) Employment Agreement between Aquarion and James S. McInerney, dated June 1, 1990.(4)
**10(k) Employment Agreement between Aquarion and Janet M. Hansen dated November 1, 1992.(5)
**10(l) Employment Agreement between Aquarion and Jack E. McGregor dated October 1, 1995.(10)
**10(m) Form of Stock Option Award Agreement for options granted pursuant to Long-Term Incentive Plan.(9)
**10(n) Employment Agreement between Aquarion and Larry L. Bingaman dated June 11, 1990.(10)
10(o) Agreement for Construction Management Services dated April 18, 1991 between BHC and Gilbane Building Company.(1)
- 13 -
**10(p) Employment Agreement between Aquarion and Richard K. Schmidt dated October 1, 1995.(10)
**10(q) Employment Agreement between Industrial and Environmental Analysts, Inc. and David C. Houle dated October 1, 1995.(10)
10(r) Loan Agreement of BHC dated as of June 1, 1990.(4)
10(s) Revolving Credit Agreement of Aquarion dated May 14, 1993.(6)
10(t) Revolving Credit Agreement amendment dated May 12, 1994.(9)
10(u) Loan Agreement of BHC dated as of June 1, 1993. (6)
10(v) Loan Agreement of BHC dated September 1, 1993.(7)
10(w) Loan Agreement of BHC dated December 1, 1993.(8)
10(x) Note Agreement of Aquarion dated January 4, 1994.(8)
**10(y) Aquarion Stock Incentive Plan.(8)
10(z) Loan Agreement of BHC dated April 1, 1995(10)
10(aa) Agreement between Aquarion and SRK, Inc. dated January 31, 1996.(10)
*10(bb) Loan Agreement of BHC dated September 1, 1996
*13(a) Annual Report to Shareholders for the year ended December 31, 1996.
*21(a) Subsidiaries of Aquarion
*23(a) Consent of Independent Accountants
*27(a) Financial Data Schedule ____________________
(1) Filed as part of Aquarion's Form 8 Amendment to its Form 10-Q for the quarter ended September 30, 1991, filed February 19, 1992.
(2) Filed as an Exhibit to BHC's Registration Statement on Form S-1, File Number 2-23434, dated April 26, 1965.
(3) Filed as part of the Amendment No. 1 to the Company's Registration Statement as Form S-7, File No. 2-74305, dated November 5, 1981.
- 14 -
(4) Filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 1991.
(5) Filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 1992.
(6) Filed as part of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993.
(7) Filed as part of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993.
(8) Filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 1993.
(9) Filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 1994.
(10) Filed as part of the Company's Annual Report on Form 10-K for the year ended December 31, 1995.
(11) Filed as part of the Company's Registration Statement on Form 8-A, file #1-8060, dated June 26, 1996.
- 15 -
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.
Aquarion Company - ---------------- (Registrant)
By /S/JANET M. HANSEN March 25, 1997 Janet M. Hansen ------------------------------------------ Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By /S/GEORGE W. EDWARDS, JR. March 25, 1997 ------------------------------------- George W. Edwards, Jr. Chairman of the Board of Directors and Director
By March 25, 1997 ------------------------------------- William S. Warner Vice Chairman of the Board of Directors and Director
By /S/RICHARD K. SCHMIDT March 25, 1997 ------------------------------------- Richard K. Schmidt President, Chief Executive Officer and Director
By /S/JACK E. MCGREGOR March 25, 1997 ------------------------------------- Jack E. McGregor Director
By /S/GEOFFREY ETHERINGTON March 25, 1997 ------------------------------------- Geoffrey Etherington Director
- 16 -
By /S/JANET D. GREENWOOD March 25, 1997 ------------------------------------- Janet D. Greenwood Director
By /S/DONALD M. HALSTED, JR. March 25, 1997 ------------------------------------- Donald M. Halsted, Jr. Director
By March 25, 1997 ------------------------------------- Edgar G. Hotard Director
By /S/EUGENE D. JONES March 25, 1997 ------------------------------------- Eugene D. Jones Director
By March 25, 1997 ------------------------------------- G. Jackson Ratcliffe Director
By /S/JOHN A. URQUHART March 25, 1997 ------------------------------------- John A. Urquhart Director
- 17 -
EXHIBIT 21(a) --------------
Subsidiaries of the Registrant ------------------------------
- - BHC Company, incorporated in the State of Connecticut
- - Sea Cliff Water Company, incorporated in the State of New York
- - Main Street South Corporation, incorporated in the State of Connecticut
- - Timco, Inc., incorporated in the State of Connecticut
- - Hydrocorp, Inc., incorporated in the State of Delaware
- - Industrial and Environmental Analysts, Inc., incorporated in the State of Vermont
- - Industrial and Environmental Analysts, Inc., Massachusetts, incorporated in the State of Massachusetts
- - Industrial and Environmental Analysts, Inc., New Jersey, incorporated in the State of Delaware
- - Industrial and Environmental Analysts, Inc., Illinois, incorporated in the State of Delaware
- - Industrial and Environmental Analysts, Inc., Florida, incorporated in the State of Florida
- - THC Acquisition Corp., incorporated in the State of Delaware
- - Aquarion Management Services, Inc., incorporated in the State of Delaware
- 18 -
EXHIBIT 23(a) -------------
Consent of Independent Accountants ----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 33-52973) and in the Registration Statement on
Form S-8 (No. 33-53473) of Aquarion Company of our report dated February 18,
1997, appearing on Page 28 of the Annual Report to Shareholders, which is
incorporated by reference in this Annual Report on Form 10-K.
Price Waterhouse LLP New York, New York March 25, 1997
- 19 -