MIDDLESEX WATER CO — Major Shareholding Notification 2009

Feb 12, 2009

SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13D-102)

INFORMATION STATEMENT PURSUANT TO RULE 13D-1

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Middlesex Water Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

596237107

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

CUSIP No. 596237107 Page 1 of 7 Pages

1)	Names of Reporting Persons IRS Identification No. Of Above Persons The PNC Financial Services Group, Inc. 25-1435979
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	Citizenship or Place of Organization Pennsylvania

Number of Shares Beneficially Owned By Each Reporting Person With
6) Shared Voting Power -0-
7) Sole Dispositive Power 1,429
8) Shared Dispositive Power 754,333

9)	Aggregate Amount Beneficially Owned by Each Reporting Person 770,901*
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions	¨
11)	Percent of Class Represented by Amount in Row (9) 5.76
12)	Type of Reporting Person (See Instructions) HC

• See the response to Item 6.

CUSIP No. 596237107 Page 2 of 7 Pages

1)	Names of Reporting Persons IRS Identification No. Of Above Persons PNC Bancorp, Inc. 51-0326854
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With
6) Shared Voting Power -0-
7) Sole Dispositive Power 1,429
8) Shared Dispositive Power 754,333

9)	Aggregate Amount Beneficially Owned by Each Reporting Person 770,901*
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions	¨
11)	Percent of Class Represented by Amount in Row (9) 5.76
12)	Type of Reporting Person (See Instructions) HC

• See the response to Item 6.

CUSIP No. 596237107 Page 3 of 7 Pages

1)	Names of Reporting Persons IRS Identification No. Of Above Persons PNC Bank, National Association 22-1146430
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3)	SEC USE ONLY
4)	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned By Each Reporting Person With
6) Shared Voting Power -0-
7) Sole Dispositive Power 1,429
8) Shared Dispositive Power 754,333

9)	Aggregate Amount Beneficially Owned by Each Reporting Person 770,901*
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions	¨
11)	Percent of Class Represented by Amount in Row (9) 5.76
12)	Type of Reporting Person (See Instructions) BK

• See the response to Item 6.

Page 4 of 7 Pages

ITEM 1	(a) -	NAME OF ISSUER:
		Middlesex Water Company
ITEM 1	(b) -	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
		1500 Ronson Road Iselin, New Jersey 08830
ITEM 2	(a) -	NAME OF PERSON FILING:
		The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.; and PNC Bank, National Association
ITEM 2	(b) -	ADDRESS OF PRINCIPAL BUSINESS OFFICE:
		The PNC Financial Services Group, Inc. - One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707 PNC Bancorp, Inc. - 300 Delaware Avenue, Suite 304, Wilmington, DE 19801 PNC
Bank, National Association - One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707
ITEM 2	(c) -	CITIZENSHIP:
		The PNC Financial Services Group, Inc. - Pennsylvania PNC Bancorp, Inc. - Delaware PNC Bank, National Association - United States
ITEM 2	(d) -	TITLE OF CLASS OF SECURITIES:
		Common
ITEM 2	(e) -	CUSIP NUMBER:
		596237107
ITEM 3 -	IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
	(a)	¨	Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	x	Bank as defined in Section 3(a)(6) of the Exchange Act;
	(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Exchange Act;
	(d)	¨	Investment Company registered under Section 8 of the Investment Company Act;
	(e)	¨	An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	x	A Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	¨	A Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act;
	(j)	¨	Group, in accordance with Rule 13d(b)(1)(ii)(J).
	If this statement is filed pursuant to Rule 13d-1(c), check this
box. ¨

Page 5 of 7 Pages

ITEM 4 -	OWNERSHIP:
	The following information is as of December 31, 2008:
	(a)	Amount Beneficially Owned: 770,901 shares*
		*See the response to Item 6.
	(b)	Percent of Class: 5.76
	(c)	Number of shares to which such person has:
		(i)	sole power to vote or to direct the vote 20,901
		(ii)	shared power to vote or to direct the vote -0-
		(iii)	sole power to dispose or to direct the disposition of 1,429
		(iv)	shared power to dispose or to direct the disposition of 754,333
ITEM 5 -	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
	Not Applicable.
ITEM 6 -	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
	The total shares of Common Stock reported herein are held in accounts at PNC Bank, National Association in a fiduciary capacity.
ITEM 7 -	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
	Included are the following subsidiaries of The PNC Financial Services Group, Inc. - HC: PNC Bancorp, Inc. - HC (wholly owned subsidiary of The PNC Financial Services Group, Inc.) PNC Bank, National Association - BK (wholly owned subsidiary of PNC Bancorp,
Inc.)
ITEM 8 -	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
	Not Applicable.
ITEM 9 -	NOTICE OF DISSOLUTION OF GROUP:
	Not Applicable.
ITEM 10 -	CERTIFICATION:
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.

Page 6 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 12, 2009
Date
By:	/s/ Joseph C. Guyaux
	Signature - The PNC Financial Services Group, Inc.
	Joseph C. Guyaux, President
	Name & Title
February 12, 2009
Date
By:	/s/ Maria C. Schaffer
	Signature - PNC Bancorp, Inc.
	Maria C. Schaffer, Executive Vice President
	Name & Title
February 12, 2009
Date
By:	/s/ Joseph C. Guyaux
	Signature - PNC Bank, National Association
	Joseph C. Guyaux, President
	Name & Title

Page 7 of 7 Pages

EXHIBIT A

AGREEMENT

February 12, 2009

The undersigned hereby agree to file a joint statement on Schedule 13G under the Securities and Exchange Act of 1934, as amended (the “Act”) in connection with their beneficial ownership of common stock issued by Middlesex Water Company.

Each of the undersigned states that it is entitled to individually use Schedule 13G pursuant to Rule 13d-1(b) of the Act.

Each of the undersigned is responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but none is responsible for the completeness or accuracy of the information concerning the others.

This Agreement applies to any amendments to Schedule 13G.

THE PNC FINANCIAL SERVICES GROUP, INC.
BY:	/s/ Joseph C. Guyaux
	Joseph C. Guyaux, President
PNC BANCORP, INC.
BY:	/s/ Maria C. Schaffer
	Maria C. Schaffer, Executive Vice President
PNC BANK, NATIONAL ASSOCIATION
BY:	/s/ Joseph C. Guyaux
	Joseph C. Guyaux, President