-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T+hsldhEdRWpJ1ZV0v6Pe7PK7JVcVc3JzRF8q/R0bjdrx7cujxweHVp7qqb01bq8 Wu0tpRJ2XmbGpbOduITLVQ== 0000318819-96-000027.txt : 19960515 0000318819-96-000027.hdr.sgml : 19960515 ACCESSION NUMBER: 0000318819-96-000027 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN WATER WORKS CO INC CENTRAL INDEX KEY: 0000318819 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 510063696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03437 FILM NUMBER: 96562906 BUSINESS ADDRESS: STREET 1: 1025 LAUREL OAK RD CITY: VOORHEES STATE: NJ ZIP: 08043 BUSINESS PHONE: 6093468200 MAIL ADDRESS: STREET 1: 1025 LAUREL OAK ROAD CITY: VOORHEES STATE: NJ ZIP: 08043 10-Q 1 FORM 10-Q Page 1 of 16 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 --------------------------------------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------------------- ----------------- Commission File Number 1-3437-2 ----------------------------------------------------- AMERICAN WATER WORKS COMPANY, INC. - --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 51-0063696 - ------------------------------- ----------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1025 Laurel Oak Road, Voorhees, New Jersey 08043 - --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (609) 346-8200 - --------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - --------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- At May 7, 1996, the number of shares of common stock, $1.25 par value, outstanding was 34,534,832 shares. Page 2 FORM 10-Q PART I FINANCIAL INFORMATION ---------------------------- Item 1. Financial Statements ----------------------------- AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Consolidated Statements of Income and Retained Earnings (Unaudited) (In thousands, except per share amounts) Three Months Ended March 31, 1996 1995 -------- -------- CONSOLIDATED INCOME Operating revenues $198,189 $180,844 -------- -------- Operating expenses Operation and maintenance 100,644 94,174 Depreciation and amortization 21,542 19,370 General taxes 20,578 19,290 -------- -------- 142,764 132,834 -------- -------- Operating income 55,425 48,010 Allowance for other funds used during construction 3,637 2,118 Other income 283 337 -------- -------- 59,345 50,465 -------- -------- Income deductions Interest 32,698 28,678 Allowance for borrowed funds used during construction (2,628) (1,845) Amortization of debt expense 341 320 Preferred dividends of subsidiaries 912 934 Other deductions 345 411 -------- -------- 31,668 28,498 -------- -------- Income before income taxes 27,677 21,967 Provision for income taxes 10,646 8,420 -------- -------- Net income 17,031 13,547 Dividends on preferred stocks 996 996 -------- -------- Net income to common stock $ 16,035 $ 12,551 ======== ======== Average shares of common stock outstanding 34,153 32,794 Earnings per common share on average shares outstanding $ 0.47 $ 0.38 ======== ======== Page 3 FORM 10-Q Three Months Ended March 31, 1996 1995 -------- -------- CONSOLIDATED RETAINED EARNINGS Balance at beginning of period $664,452 $618,875 Add - net income 17,031 13,547 -------- -------- 681,483 632,422 -------- -------- Deduct - dividends Preferred stock 882 882 Preference stock 114 114 Common stock - $.35 per share in 1996; $.32 per share in 1995 11,902 10,471 -------- -------- 12,898 11,467 -------- -------- Balance at end of period $668,585 $620,955 ======== ======== The accompanying notes are an integral part of these financial statements.
Page 4 FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Consolidated Balance Sheet (Unaudited) (In thousands) March 31 December 31 1996 1995 ---------- ---------- ASSETS Property, plant and equipment Utility plant - at original cost less accumulated depreciation $3,256,645 $2,884,681 Utility plant acquisition adjustments 55,998 34,974 Other utility plant adjustments 134 147 Non-utility property, net of accumulated depreciation 22,676 20,144 Excess of cost of investments in subsidiaries over book equity at acquisition 22,654 22,638 ---------- ---------- 3,358,107 2,962,584 ---------- ---------- Current assets Cash and cash equivalents 30,559 23,204 Temporary investments - at cost plus accrued interest 248 513 Customer accounts receivable 62,966 61,786 Allowance for uncollectible accounts (1,398) (1,030) Unbilled revenues 55,117 47,790 Miscellaneous receivables 5,221 4,571 Materials and supplies 11,484 9,599 Deferred vacation pay 12,062 9,374 Other 6,682 8,563 ---------- ---------- 182,941 164,370 ---------- ---------- Regulatory and other long-term assets Regulatory asset - income taxes recoverable through rates 174,271 172,265 Funds restricted for construction 11,213 13,927 Debt and preferred stock expense 25,446 20,753 Deferred pension expense 16,004 16,468 Deferred postretirement benefit expense 11,656 11,418 Accrued revenue 10,652 1,717 Deferred treatment plant costs 8,821 0 Tank painting costs 8,675 8,901 Other 31,788 30,738 ---------- ---------- 298,526 276,187 ---------- ---------- $3,839,574 $3,403,141 ========== ========== Page 5 FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Consolidated Balance Sheet (Unaudited) (In thousands) March 31 December 31 1996 1995 ---------- ---------- CAPITALIZATION AND LIABILITIES Capitalization Common stock $ 42,871 $ 42,392 Paid-in capital 127,816 114,161 Retained earnings 668,585 664,452 Unearned compensation (1,986) (2,066) ---------- ---------- Common stockholders' equity 837,286 818,939 Preferred stocks with mandatory redemption requirements 40,000 40,000 Preferred stocks without mandatory redemption requirements 11,673 11,673 Preferred stocks of subsidiaries with mandatory redemption requirements 42,159 42,326 Preferred stocks of subsidiaries without mandatory redemption requirements 6,288 6,288 Long-term debt American Water Works Company, Inc. 116,000 116,000 Subsidiaries 1,378,172 1,268,649 ---------- ---------- 2,431,578 2,303,875 ---------- ---------- Current liabilities Bank debt 427,533 148,639 Current portion of long-term debt 65,083 44,321 Accounts payable 20,322 43,300 Taxes accrued, including federal income 22,955 13,098 Interest accrued 37,900 26,263 Accrued vacation pay 12,218 9,512 Other 34,387 35,940 ---------- ---------- 620,398 321,073 ---------- ---------- Page 6 FORM 10-Q March 31 December 31 1996 1995 ---------- ---------- Regulatory and other long-term liabilities Advances for construction $ 129,859 $ 131,141 Deferred income taxes 362,623 356,608 Deferred investment tax credits 38,224 38,515 Accrued pension expense 26,091 30 652 Accrued postretirement benefit expense 9,100 9,100 Other 8,889 3,840 ---------- ---------- 574,786 569,856 ---------- ---------- Contributions in aid of construction 212,812 208,337 ---------- ---------- Commitments and contingencies 0 0 ---------- ---------- $3,839,574 $3,403,141 ========== ========== The accompanying notes are an integral part of these financial statements.
Page 7 FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Consolidated Statement of Cash Flows (Unaudited) (In thousands) Three Months Ended March 31, 1996 1995 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 17,031 $ 13,547 Adjustments Depreciation and amortization 21,542 19,370 Provision for deferred income taxes 5,135 4,835 Provision for losses on accounts receivable 1,023 951 Allowance for other funds used during construction (3,637) (2,118) Employee benefit expenses less than funding (560) (315) Common stock contributions to employee benefit plans 454 353 Deferred tank painting costs (143) (16) Deferred rate case expense (516) (452) Amortization of deferred charges 2,481 1,893 Other, net 1,029 1,412 Changes in assets and liabilities, net of effects from acquisition Accounts receivable 3,568 5,159 Unbilled revenues (2,700) (189) Other current assets 1,431 604 Accounts payable (22,978) (14,233) Taxes accrued, including federal income 9,857 7,095 Interest accrued 9,260 4,889 Other current liabilities (1,553) (962) -------- -------- Net cash from operating activities 40,724 41,823 -------- --------CASH FLOWS FROM INVESTING ACTIVITIES Construction expenditures (38,144) (57,131) Allowance for other funds used during construction 3,637 2,118 Water system acquisition (266,449) (15) Proceeds from the disposition of property, plant and equipment 500 151 Removal costs from property, plant and equipment retirements (552) (965) Funds restricted for construction activity 2,714 21,631 Temporary investments 265 497 -------- -------- Net cash used in investing activities (298,029) (33,714) -------- -------- Page 8 FORM 10-Q Three Months Ended March 31, 1996 1995 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from common stock $ 13,680 $ 5,182 Net borrowings under line-of-credit agreements 278,894 16,057 Advances and contributions for construction, net of refunds 894 531 Debt and stock issuance costs (5,051) (102) Repayment of long-term debt (10,692) (5,162) Redemption of preferred stocks (167) (265) Dividends paid (12,898) (11,467) -------- -------- Net cash from financing activities 264,660 4,774 -------- -------- Net increase in cash and cash equivalents 7,355 12,883 Cash and cash equivalents at beginning of period 23,204 30,091 -------- -------- Cash and cash equivalents at end of period $ 30,559 $ 42,974 ======== ======== Cash paid during the period for: Interest, net of capitalized amount $ 21,770 $ 24,487 ======== ======== Income taxes $ 5,758 $ 2,273 ======== ======== Common stock issued in lieu of cash in connection with the Savings Plan for Employees totaled $454 in 1996 and $353 in 1995. Debt and liabilities assumed in connection with the Acquisition amounted to $140 million and $7 million, respectively. The accompanying notes are an integral part of these financial statements.
Page 9 FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Information Accompanying Financial Statements (Unaudited) (In thousands, except share and per share amounts) March 31 December 31 1996 1995 -------- -------- Capital Stock of American Water Works Company, Inc. Preferred stocks with mandatory redemption requirements Cumulative preferred stock - $25 par value Authorized - 1,770,000 shares 8.50% series (non-voting) - 1,600,000 shares outstanding $ 40,000 $ 40,000 -------- -------- $ 40,000 $ 40,000 ======== ======== Preferred stocks without mandatory redemption requirements Cumulative preferred stock - $25 par value 5% series (one-tenth of a vote per share) - 101,777 shares outstanding $ 2,544 $ 2,544 Cumulative preference stock - $25 par value Authorized - 750,000 shares 5% series (non-voting) - 365,158 shares outstanding 9,129 9,129 Cumulative preferential stock - $35 par value 0 0 Authorized - 3,000,000 shares -------- -------- $ 11,673 $ 11,673 ======== ======== The terms of the 8.50% preferred stock provide that all shares of the series shall be redeemed on December 1, 2000. Common stockholders' equity Common stock - $1.25 par value Authorized - 100,000,000 shares Outstanding - 34,296,817 shares at March 31, 1996; 33,913,335 at December 31, 1995 $ 42,871 $ 42,392 Paid-in capital 127,816 114,161 Retained earnings 668,585 664,452 Unearned compensation (1,986) (2,066) -------- -------- $837,286 $818,939 ======== ======== During the first three months of 1996, 364,073 shares of common stock were issued in connection with the Dividend Reinvestment and Stock Purchase Plan and 19,409 shares were issued in connection with the Savings Plan for Employees. At March 31, 1996, common shares reserved for issuance in connection with the Company's stock plans were 30,461,581 shares for the Stockholder Rights Plan, 3,937,091 shares for the Dividend Reinvestment and Stock Purchase Plan, 534,849 shares for the Employees' Stock Ownership Plan, 267,824 shares for the Savings Plan for Employees and 350,000 shares for the Long-Term Performance-Based Incentive Plan. Page 10 FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Notes to Consolidated Financial Statements (Unaudited) March 31, 1996 NOTE 1 -- Financial Statement Presentation The information presented in this Form 10-Q is unaudited. In the opinion of management the information reported reflects all adjustments, consisting of normal recurring adjustments, which were necessary to a fair statement of the results for the periods reported. Certain reclassifications have been made to conform previously reported data to the current presentation. NOTE 2 -- Acquisition On February 16, 1996, Pennsylvania-American Water Company, a subsidiary of American Water Works Company, Inc. (the "Company"), purchased the water utility operations of Pennsylvania Gas & Water Company ("PG&W," now known as PG Energy Inc.) for approximately $414 million (subject to certain adjustments) (the "Acquisition"). The operations acquired generated revenues of $66.3 million in calendar year 1995. The Company is accounting for the Acquisition as a purchase. The purchase price is subject to adjustment based upon the actual value of the net assets of the acquired operations as of the date of consummation of the Acquisition as compared to the estimated value of the net assets as of December 31, 1995. The purchase was funded through short-term borrowings and the assumption of $140 million of long-term debt and $7 million of other liabilities. Included in the Company's net income to common stock of $16 million ($.47 per share) for the first quarter of 1996 was approximately $.6 million ($.02 per share) attributable to the Acquisition. The pro forma results listed below were prepared as if the Acquisition had occurred on January 1, 1995 and include the historical results of the Company and PG & W. This unaudited pro forma information is not necessarily indicative of the results of operations that might have occurred had the Acquisition actually taken place on the date indicated, or of future results of operations of the combined entities (dollars in thousands, except per share data): Three months ended March 31, 1996 1995 -------- -------- Revenues $205,733 $196,484 Net income 16,800 14,361 Earnings per common share $ 0.46 $ 0.41 Page 11 FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Notes to Consolidated Financial Statements (Unaudited)(contd.) March 31, 1996 NOTE 3 -- Equity/Private Offering On April 5, 1996, the Company filed a registration statement with the Securities and Exchange Commission for a proposed public offering of 3,643,100 shares of its common stock. Concurrently with and conditioned upon the completion of this offering, certain members of families that are existing large holders of common stock (the "Ware Family Buyers") have agreed to purchase from the Company and the Company has agreed to sell to the Ware Family Buyers 556,900 shares of common stock at the price to public less underwriting discounts and commissions in a private offering. The Ware Family Buyers include a special purpose company of which Marilyn Ware Lewis is Manager, which was established by three trusts for the benefit of the children of John H. Ware, 3rd and his wife Marian S. Ware and which has agreed to purchase 450,000 of the 556,900 shares to be sold to the Ware Family Buyers. The Ware Family Buyers also include Rhoda C. Ware (through a limited partnership controlled by her) and certain members of her family who have agreed to purchase a total of 106,900 of the 556,900 shares to be sold to the Ware Family Buyers (including 10,000 to be purchased by William R. Cobb). Marilyn Ware Lewis, the Chairman of the Board of the Company, and Paul W. Ware, a director of the Company, are the daughter and son of John H. Ware, 3rd and Marian S. Ware. Nancy W. Wainwright and William R. Cobb are directors of the Company and the daughter and son-in-law, respectively, of Rhoda C. Ware. As of March 27, 1996, members of the Ware Family, and charitable foundations set up by such members, beneficially owned approximately 9.2 million (or approximately 27%) of the outstanding shares of common stock. The net proceeds from the sale of the 3,643,100 shares of common stock offered publicly and the 556,900 shares of common stock to be sold to the Ware Family Buyers are estimated to be $152.6 million ($172.5 million if the Underwriters' over-allotment option is exercised in full), after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. NOTE 4 -- Proposed Stock Split The Company's Board of Directors plans to authorize a two-for-one common stock split, in conjunction with stockholder's approval of an increase in the number of shares of common stock the Company is authorized to issue. Stockholders of the Company approved the increase in the number of shares of common stock the Company is authorized to issue from 100,000,000 shares to 300,000,000 shares at the Company's Annual Meeting of Stockholders held May 2, 1996. The stock split will be paid in the form of a 100% stock dividend whereby each holder of shares of common stock will receive one additional share of common stock for each share owned. It is anticipated that the record date for the stock dividend will be July 15, 1996. Upon effecting the stock dividend, the Company's dividend will be adjusted accordingly. Page 12 FORM 10-Q AMERICAN WATER WORKS COMPANY, INC. AND SUBSIDIARY COMPANIES ----------------------------------------------------------- Notes to Consolidated Financial Statements (Unaudited) (contd.) March 31, 1996 NOTE 5 -- Regulatory Decision On March 13, 1996, the New Jersey Board of Public Utilities approved a $39.5 million per annum rate increase for New Jersey-American Water Company ("New Jersey-American"), including an estimated $13.5 million in annual revenues from potential wholesale customers. The increase reflects the completion of the Tri-County Water Supply Project that takes water from the Delaware River to a new treatment plant and then delivers it throughout the southern New Jersey area by way of a 29 mile pipeline. This regional project was designed partly as a supply source for certain water resellers who have been mandated by the state to reduce their intake from an aquifer that is suffering from declining water levels. The actual revenues that New Jersey-American receives will depend on many factors, including the number of potential wholesale customers that ultimately enter into contracts to use water from the project as their alternative source of supply and the volume of water sold. The applicable New Jersey statute provides for a 45 day appeal period from the date of the order. Rates, however, may be placed in effect, subject to refund, prior to the end of the appeal period. An appeal has been filed with the New Jersey Board of Public Utilities. New Jersey-American is contesting this appeal, and in the opinion of its management, such appeal is not likely to succeed. However, should this appeal be upheld, the result would not have a material adverse effect on the operating results or financial position of New Jersey-American. Page 13 FORM 10-Q PART I - FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------- Results of Operations - --------------------- Operating revenues for the first quarter of 1996 were 10% higher than for the first quarter of 1995 due to the acquisition of the regulated water operations and certain related assets of PG Energy Inc.(the "Acquisition") (formerly known as Pennsylvania Gas and Water Company) on February 16, 1996, and authorized rate increases and increased sales volume for several subsidiaries. This year's first quarter revenues reflect $8.4 million related to the Acquisition. During the first four months of 1996, four regulated subsidiaries received rate orders which are expected to provide approximately $46.7 million in additional annual revenues. On March 13, 1996, the New Jersey Board of Public Utilities approved a $39.5 million per annum rate increase for the Company's subsidiary in New Jersey. See Note 5 to the "Notes to Consolidated Financial Statements (Unaudited)" on page 12 for more information on the regulatory decision. Eight subsidiaries have rate increase applications on file before regulatory agencies which, if granted in full, would provide approximately $26.5 million in additional annual revenues. The 55 billion gallons of water sold in the first quarter of 1996 were 6% more than the 51.9 billion gallons sold in the first quarter of 1995. Residential, commercial, industrial and other customers accounted for 44%, 19%, 21% and 16%, respectively, of the 6% increase. The Acquisition in the first quarter of 1996 accounted for approximately 1.4 billion gallons of the increase in water sold. Total operating expenses for the first quarter of 1996 were 7% higher than a year ago. Increases in operation and maintenance expenses were limited by continuing efforts to achieve cost efficiencies. Depreciation expense was higher due to growth in utility plant in service. Higher general tax expense reflects higher property values and increased gross receipts. Income taxes increased as a result of increased earnings in the first 3 months of 1996 when compared to the first 3 months in 1995. Net income to common stock was $16 million for the first quarter of 1996 compared with $12.6 million for the same period in 1995. The net income to common stock for the first quarter of 1996 included approximately $.6 million attributable to the Acquisition. Page 14 FORM 10-Q Capital Resources and Liquidity - -------------------------------- All shares of common stock issued during 1996 have been the result of stock issued in conjunction with the Dividend Reinvestment and Stock Purchase Plan and the Savings Plan for Employees. During the balance of 1996, the Company plans to issue shares of common stock through its Dividend Reinvestment and Stock Purchase Plan, the Employees' Stock Ownership Plan, the Savings Plan for Employees and the Long-Term Performance-Based Incentive Plan. Proceeds from the issuance of common stock will fund additional equity investments in subsidiaries. In addition, the Company intends to publicly and privately offer common stock to finance the larger investment in subsidiaries relating to the Acquisition. The Company also plans to have a two-for-one common stock split in conjunction with the stockholders' approval of an increase in the number of shares authorized to issue from 100 million to 300 million. See "Notes 3 and 4 to the Notes to Consolidated Financial Statements (Unaudited)" on page 11 for additional information relating to the public/private offerings and the stock split. A subsidiary, Pennsylvania-American Water Company, assumed $140 million of long-term debt in conjunction with the Acquisition. The Acquisition, completed February 16, 1996, for approximately $414 million (subject to certain adjustments), was funded through short-term debt which will be repaid through the issuance of long-term debt and the sale of common stock to the Company. For additional information relating to the Acquisition, see Note 2 to the "Notes to Consolidated Financial Statements (Unaudited)" on page 10. Two regulated subsidiaries issued $16 million of long-term debt during the first four months of 1996. In addition, the Company invested $6 million in the common stock of a subsidiary. The proceeds from these financing arrangements have been used to fund construction programs and repay bank borrowings. It is anticipated that some subsidiaries will sell long-term debt to institutional investors, long-term debt to govermental entities and common stock to the Company during the remainder of 1996, with the proceeds used to repay bank loans and fund construction projects. Page 15 FORM 10-Q PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K ----------------------------------------- A. Exhibits -------- Exhibit number (27), Financial Data Schedule, is filed herewith. B. Reports on Form 8-K ------------------- A current report on Form 8-K was filed on March 1, 1996, by the Company describing a subsidiary's acquisition (the "Acquisition") of the regulated water operations and certain related assets of PG Energy Inc. (formerly known as Pennsylvania Gas and Water Company)(the "Acquired Business"), as required under Item 2 of Form 8-K. Form 8-K/A was filed on April 3, 1996, amending Item 7. Financial Statements, Pro Forma Financial Information and Exhibits to the Current Form 8-K filed on March 1, 1996. The required financial statements were not filed with the Current Report on March 1, 1996, due to the impractibility of filing such information as allowed by Item 7(a)(4) and Item 7(b)(2). Form 8-K/A filed on April 3, 1996, included the unaudited pro forma balance sheet presenting the combined financial position of the Company and the Acquired Business as of December 31, 1995, assuming that the Acquisition had occurred as of December 31, 1995. The unaudited pro forma condensed statement of income was filed giving effect to the Acquisition by combining the results of operations of the Company for the year ended December 31, 1995, with the results of operations of the Acquired Business for the year ended December 31, 1995. In addition, the Report of Independent Public Accountants and the audited financial statements of the Acquired Business were included with the 8-K/A filed on April 3, 1996. A current report on Form 8-K was filed by the Company on April 25, 1996, reporting the results of operations for the quarter ended March 31, 1996. Page 16 FORM 10-Q 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. AMERICAN WATER WORKS COMPANY, INC. Date May 10, 1996 /s/ George W. Johnstone - ---------------- ------------------------------------- George W. Johnstone, President and CEO (Authorized Officer) Date May 10, 1996 /s/ Robert D. Sievers - ---------------- ------------------------------------ Robert D. Sievers, Comptroller (Chief Accounting Officer) EX-27 2
OPUR1 0000318819 R. D. SIEVERS 1,000 3-MOS DEC-31-1996 MAR-31-1996 PER-BOOK 3,256,645 101,462 182,941 266,738 31,788 3,839,574 42,871 125,830 668,585 837,286 82,159 17,961 1,494,172 427,533 0 0 65,083 0 0 0 915,380 3,839,574 198,189 10,646 142,764 153,410 44,779 4,950 49,729 32,698 17,031 996 16,035 11,902 28,927 40,724 .47 0
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