-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Mj0eES/gOwmrgTEkoDVfL1ZDCzBvxSM5fP5bbjHBUNxLNuOx3ms7GWvHgRkck36u +GG8uFHrUflVCwfWeXlDXw== 0000318819-94-000008.txt : 19940404 0000318819-94-000008.hdr.sgml : 19940404 ACCESSION NUMBER: 0000318819-94-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940331 19940419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN WATER WORKS CO INC CENTRAL INDEX KEY: 0000318819 STANDARD INDUSTRIAL CLASSIFICATION: 4941 IRS NUMBER: 510063696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52923 FILM NUMBER: 94519694 BUSINESS ADDRESS: STREET 1: 1025 LAUREL OAK RD CITY: VOORHEES STATE: NJ ZIP: 08043 BUSINESS PHONE: 6093468200 MAIL ADDRESS: ZIP: 07 S-8 1 FORM S-8 REGISTRATION STATEMENT 1 Page 1 of 12 Registration No. 33- =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- AMERICAN WATER WORKS COMPANY, INC. (Exact name of Registrant as specified in its charter) DELAWARE 51-0063696 (State of Incorporation) (I.R.S. Employer Identification Number) 1025 LAUREL OAK ROAD VOORHEES, NEW JERSEY 08043 (Address of principal executive offices) EMPLOYEES' STOCK OWNERSHIP PLAN OF AMERICAN WATER WORKS COMPANY, INC. AND ITS DESIGNATED SUBSIDIARIES (Full Title of the Plan) ===================================== W. Timothy Pohl, Esq. Copy to: Secretary and General Counsel George W. Patrick, Esq. American Water Works Company, Inc. Dechert Price & Rhoads 1025 Laurel Oak Road 4000 Bell Atlantic Tower Voorhees, New Jersey 08043 1717 Arch Street (Name and address of agent for service) Philadelphia, Pennsylvania (609) 346-8200 19103 (Telephone number, including area (215) 994-2631 code, of agent for service) CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------- Title of Amount Proposed Proposed Amount of securities to be maximum maximum registration to be registered offering aggregate fee registered price per offering share (1) price (1) - --------------------------------------------------------------------------- Common Stock, par value $1.25 per 500,000 share shares $29.625 $14,812,500 $5,107.76 =========================================================================== (1) Estimated solely for purposes of computing the registration fee in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933 on the basis of $29.625 per share, the average of the high and low prices of the Registrant's Common Stock as reported on the New York Stock Exchange on March 28, 1994. EXHIBIT INDEX IS ON PAGE 8. 2 PRIOR REGISTRATION STATEMENT This registration statement is filed with the Securities and Exchange Commission (the "Commission") for the purpose of registering additional shares of Common Stock (the "Common Stock") of American Water Works Company, Inc. (the "Registrant") in connection with the Employees' Stock Ownership Plan of American Water Works Company, Inc. and its Designated Subsidiaries (the "Plan"). A registration statement on Form S-8, File No. 33-34804 (the "Prior Registration Statement"), was filed in May, 1990 in respect of shares of Common Stock to be offered pursuant to the Plan and is currently effective. The contents of the Prior Registration Statement, to the extent not otherwise amended or superseded by the contents hereof, are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Commission by the Registrant are incorporated by reference in this Registration Statement: 1. The Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. The description of the Common Stock of the Registrant contained in the Registrant's Registration Statement No. 2-35086 on Form S- 7, including any amendment or report filed hereafter for the purpose of updating such description. All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. As authorized by the Delaware General Corporation Law, Section 145, the Registrant's By-Laws provide that the Registrant shall indemnify and advance expenses to currently acting and former directors, officers and employees of the Registrant or a constituent corporation absorbed in a consolidation or merger, and any person who is or was serving at the request of the Registrant or a constituent corporation absorbed in a consolidation or merger, as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, including an employee benefit plan, to the extent that such person is not otherwise indemnified and to the extent that such indemnification is not prohibited by applicable law, whenever they are defendants or threatened to be made defendants in any legal or administrative proceeding by reason of their relationship with the Registrant. As authorized by the Delaware General Corporation Law, Section 145, the Registrant maintains and pays the premiums on a directors and officers liability insurance policy for its liability and that of its directors and officers and those of its subsidiaries. In addition, as authorized by Delaware law, the Registrant's stockholders have amended the Registrant's Certificate of Incorporation to provide that no director shall be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for breach of the director's duty of loyalty, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the Delaware General Corporation Law (concerning unlawful dividends, stock purchases and stock redemptions) or (d) for any transaction from which the director derived an improper personal benefit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. None. ITEM 8. EXHIBITS. See the Exhibit Index on page 8. ITEM 9. UNDERTAKINGS. Undertaking required by Item 512(a) of Regulation S-K The Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); 4 (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Undertaking required by Item 512(b) of Regulation S-K The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to the initial bona fide offering thereof. Undertaking required by Item 512(h) of Regulation S-K A brief description of the indemnification provisions relating to directors, officers and controlling persons of the Registrant against liability is set forth in Item 6 of Part II of the Registration Statement. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or 5 controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. To the extent that insurance maintained by the Registrant may provide its directors, officers and controlling persons with indemnification against such liabilities, no waivers or undertakings are made with respect thereto. 6 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Voorhees, New Jersey, on this 4th day of February, 1994. AMERICAN WATER WORKS COMPANY, INC. /s/ George W. Johnstone George W. Johnstone, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ George W. Johnstone President and Chief February 4, 1994 George W. Johnstone Executive Officer and Director /s/ J. James Barr Vice President and February 4, 1994 J. James Barr Treasurer (Chief Financial Officer) /s/ Robert D. Sievers Comptroller February 4, 1994 Robert D. Sievers (Chief Accounting Officer) 7 /s/ Marilyn W. Lewis Chairman of the February 4, 1994 Marilyn W. Lewis Board of Directors /s/ William O. Albertini William O. Albertini Director February 4, 1994 /s/ William R. Cobb William R. Cobb Director February 4, 1994 /s/ Elizabeth H. Gemmill Elizabeth H. Gemmill Director February 4, 1994 /s/ Henry G. Hager Henry G. Hager Director February 4, 1994 /s/ Nelson G. Harris Nelson G. Harris Director February 4, 1994 /s/ William F. Hyland William F. Hyland Director February 4, 1994 /s/ Nancy W. Wainwright Nancy W. Wainwright Director February 4, 1994 /s/ Paul W. Ware Paul W. Ware Director February 4, 1994 /s/ Ross A. Webber Ross A. Webber Director February 4, 1994 8 EXHIBIT INDEX Exhibit Numbers are in accordance with the Exhibit Table in Item 601 of Registration S-K Page Number of Exhibit No. Document Registration Statement 5 Opinion of Dechert Price & Rhoads 9 23.1 Consent of Price Waterhouse 10 23.2 Consent of Dechert Price & Rhoads 9 (contained in opinion filed as Exhibit 5 to the Registration Statement) 24 Power of Attorney 11 & 12 EX-5 2 EXHIBIT 5 TO S-8 9 EXHIBIT 5 [Letterhead of Dechert Price & Rhoads] March 29, 1994 American Water Works Company, Inc. 1025 Laurel Oak Road Voorhees, NJ 08043 Ladies and Gentlemen: American Water Works Company, Inc., a Delaware corporation (the "Company"), is about to file a registration statement (the "Registration Statement") on Form S-8 with the Securities and Exchange Commission relating to the offering of an additional 500,000 shares (the "Additional Shares") of its Common Stock, par value $1.25 per share, pursuant to the Employees' Stock Ownership Plan of American Water Works Company, Inc. and Its Designated Subsidiaries (the "Plan"). We are informed by the Company, and we have assumed for the purposes of this opinion, that the Additional Shares will be newly issued shares of Common Stock of the Company purchased by the Plan directly from the Company. The Company has 100,000,000 authorized shares of Common Stock, of which approximately 31,000,000 are now outstanding and approximately 32,000,000 are reserved for issuance in connection with various other plans of the Company. We have examined such corporate records of the Company and other documents as we have deemed appropriate to give this opinion. Based upon the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing under the laws of the State of Delaware. 2. The Additional Shares have been duly authorized and, when issued and sold in accordance with the Plan, and upon receipt by the Company of the consideration therefor, will be validly issued, fully paid and nonassessable. 3. No personal liability will attach to the ownership of the Additional Shares under the laws of the State of Delaware. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Dechert Price & Rhoads Dechert Price & Rhoads EX-23 3 EXHIBIT 23 TO S-8 10 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 1, 1994 appearing on page 35 of the 1993 Annual Report to Stockholders of American Water Works Company, Inc., which is incorporated by reference in American Water Works Company, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993. We also consent to the incorporation by reference of our report on the Financial Statements Schedules, which appears on page 12 of such Annual Report on Form 10-K. /s/ Price Waterhouse PRICE WATERHOUSE Thirty South Seventeenth Street Philadelphia, Pennsylvania 19103 March 30, 1994 EX-24 4 EXHIBIT 24 TO S-8 11 EXHIBIT 24 AMERICAN WATER WORKS COMPANY, INC. POWER OF ATTORNEY Each of the undersigned, in his or her capacity as an officer or director, or both, of AMERICAN WATER WORKS COMPANY, INC., a Delaware corporation, does hereby appoint George W. Johnstone and W. Timothy Pohl, severally, each with full power to act without the other, as his or her true and lawful attorneys to execute in his or her name, place and stead, in his or her capacity as an officer or director, or both, of said corporation, a Registration Statement on Form S-8 under the Securities Act of 1933, relating to the offer and sale of shares of Common Stock of said corporation pursuant to the Employees' Stock Ownership Plan of American Water Works Company, Inc. and Its Designated Subsidiaries, and any and all amendments and post-effective amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission; and does hereby provide that each of said attorneys shall have full power of substitution and resubstitution and that each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned in any and all capacities every act whatsoever required to be done in the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and approving the acts of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned have executed this instrument, this 4th day of February, 1994. /s/ George W. Johnstone /s/ Marilyn W. Lewis George W. Johnstone, President Marilyn W. Lewis, Chairman and Chief Executive Officer of the Board of Directors and Director /s/ J. James Barr /s/ William O. Albertini J. James Barr, Vice President William O. Albertini, Director and Treasurer /s/ Robert D. Sievers /s/ William R. Cobb Robert D. Sievers, Comptroller William R. Cobb, Director 12 /s/ Elizabeth H. Gemmill /s/ Henry G. Hager Elizabeth H. Gemmill, Director Henry G. Hager, Director /s/ Nelson G. Harris /s/ William F. Hyland Nelson G. Harris, Director William F. Hyland, Director /s/ Nancy W. Wainwright /s/ Paul W. Ware Nancy W. Wainwright, Director Paul W. Ware, Director /s/ Ross A. Webber Ross A. Webber, Director -----END PRIVACY-ENHANCED MESSAGE-----