Biw Ltd - Current report filing (8-K)
January 16 2008 - 10:33AM
Edgar (US Regulatory)
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): JANUARY 16, 2008
RWA21, LTD.
(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.)
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230 BEAVER STREET, ANSONIA, CONNECTICUT 06401
(Address of principal executive offices, including zip code)
(203) 735-1888
(Registrant's telephone number, including area code)
BIW LIMITED
(Former name or former address, if changed since last report)
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)
[ ] 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))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
CLOSING OF MERGER TRANSACTION
On January 16, 2008, pursuant to an Agreement and Plan of Merger, dated June 29,
2007 (the "Merger Agreement"), among BIW Limited ("BIW"), South Central
Connecticut Regional Water Authority ("RWA") and RWA21, Ltd. ("Acquisition
Sub"), Acquisition Sub merged with and into BIW (the "Merger"). BIW is the
surviving corporation in the Merger and, as a result, is a wholly-owned
subsidiary of RWA. Pursuant to the terms of the Merger Agreement, former BIW
stockholders are entitled to receive $23.75 per share in cash for each share of
BIW common stock outstanding at the effective time of the Merger and former
option holders are entitled to receive $23.75 less the exercise price of each
outstanding stock option outstanding at the effective time of the Merger, in
each case without interest and less any applicable withholding taxes, as
consideration for the Merger. Effective January 16, 2008, BIW common stock
ceased trading on the American Stock Exchange.
The foregoing description of the Merger Agreement (including the description of
the consideration paid in connection with the Merger) is qualified in its
entirety by reference to the Merger Agreement, a copy of which is filed as
Exhibit 2.1 to BIW's Current Report filed on Form 8-K on June 29, 2007 and
incorporated by reference herein, as amended by a clarification and waiver
letter dated August 7, 2007, a copy of which is filed as Exhibit 2.1 to BIW's
Current Report filed on Form 8-K on August 13, 2007 and incorporated by
reference herein.
CLOSING OF RELATED ASSET SALE
As contemplated by the Merger Agreement and as set forth in an Asset Purchase
Agreement (the "Asset Purchase Agreement") dated June 29, 2007, The Connecticut
Water Company, a Connecticut corporation (the "Buyer") completed the purchase of
certain assets and the assumption of certain liabilities of BIW, including
assets that RWA is not lawfully permitted to acquire in connection with the
Merger. The purchase price for such assets is $3,490,000 paid in cash to the
Seller at closing.
The foregoing description of the Asset Purchase Agreement and transactions
pursuant thereto does not purport to be complete and is qualified in its
entirety by reference to the Asset Purchase Agreement, a copy of which is filed
as Exhibit 2.2 to BIW's Current Report filed on Form 8-K on June 29, 2007 and
incorporated by reference herein.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The information set forth in Item 2.01 of this Current Report is incorporated by
reference herein. Pursuant to the terms of the Merger Agreement, each share of
BIW common stock issued and outstanding immediately prior to the effective time
of the Merger was converted into the right to receive $23.75 in cash without
interest and less any applicable withholding taxes.
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ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
The information set forth in Item 2.01 of this Current Report is incorporated by
reference herein. As a result of the Merger RWA became the direct owner of 100%
of the voting securities of BIW. Acquisition Sub was merged with and into BIW,
with BIW surviving the Merger as a wholly owned subsidiary of RWA.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
In connection with the Merger, effective as of the effective time on January 16,
2008, Betsy Henley-Cohn, Mary Jane Burt, James E. Cohen, Juri Henley-Cohn,
Alvaro da Silva, B. Lance Sauerteig, Kenneth E. Schaible and John S. Tomac (all
of the current directors of BIW), resigned or were removed from BIW's board of
directors. Immediately following the effective time, RWA, as sole stockholder of
BIW, elected Claire C. Bennitt, Joseph A. Cermola, C. Anthony Edge, Richard G.
Bell and Anthony DiSalvo as the new directors of BIW. In addition, Betsy
Henley-Cohn (Chief Executive Officer), John S. Tomac (President and Treasurer),
Linda Batten (Controller) and Henrietta Vitale (Secretary) resigned or were
removed from their positions with BIW and were replaced by David Silverstone
(President and Chief Executive Officer) and Anthony DiSalvo (Treasurer and
Secretary).
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
In connection with the Merger, effective on January 16, 2008, the Certificate of
Incorporation of BIW was amended and restated. The Certificate of Incorporation
of BIW (now known as RWA21, Ltd.), as amended is included within the Certificate
of Merger attached as Exhibit 3.1 hereto and is incorporated by reference into
this Item 5.03.
ITEM 8.01. OTHER EVENTS.
On January 16, 2008, RWA issued a press release announcing the closing of the
Merger. A copy of the press release dated January 16, 2008 is attached hereto as
Exhibit 99.1 and is incorporated by reference into this Item 8.01.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
3.1 Certificate of Incorporation, as amended
99.1 Press Release dated January 16, 2008
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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.
RWA21, LTD.
Date: January 16, 2008 By: /s/ David Silverstone
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Name: David Silverstone
Title: President and Chief Executive Officer
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