-----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, RMH1M3QE0rXlEOC5PdREIx24USprF8JU2hmElKTzGigrqXLPuMDqp3Uzm0dkpYpY cQGjWuuoM2/xJq+dWvomAA== 0000318819-94-000013.txt : 19940708 0000318819-94-000013.hdr.sgml : 19940708 ACCESSION NUMBER: 0000318819-94-000013 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940628 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03437 FILM NUMBER: 94536138 BUSINESS ADDRESS: STREET 1: 1025 LAUREL OAK RD CITY: VOORHEES STATE: NJ ZIP: 08043 BUSINESS PHONE: 6093468200 MAIL ADDRESS: ZIP: 07 11-K 1 FORM 11-K FOR 1993 Page 1 of 15 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1993 -------------------------------------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to ------------------- --------------------- Commission File Number 1-3437-2 ---------------------------------------------------- A: Full title of the plan and the address of the plan, if different from that of the issuer named below: SAVINGS PLAN FOR EMPLOYEES OF AMERICAN WATER WORKS COMPANY, INC. AND ITS DESIGNATED SUBSIDIARIES B: Name of issuer of the Securities held pursuant to the plan and the address of its principal executive office: AMERICAN WATER WORKS COMPANY, INC. 1025 LAUREL OAK ROAD VOORHEES, NEW JERSEY 08043 INDEX PAGE Signature 3 Report of Independent Accountants 6 Audited Plan Financial Statements and Schedules Prepared in Accordance With The Financial Reporting Requirements of ERISA 7 to 15 SIGNATURE - - ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. SAVINGS PLAN FOR EMPLOYEES OF AMERICAN WATER WORKS COMPANY, INC. AND ITS DESIGNATED SUBSIDIARIES Date June 28, 1994 /s/ Robert D. Sievers ------------- -------------------------------------- Robert D. Sievers Member, Retirement Plan Committee SAVINGS PLAN FOR EMPLOYEES OF AMERICAN WATER WORKS COMPANY, INC. AND ITS DESIGNATED SUBSIDIARIES Financial Statements and Additional Information December 31, 1993 Savings Plan for Employees of AMERICAN WATER WORKS COMPANY, INC. and Its Designated Subsidiaries Table of Contents FINANCIAL STATEMENTS: PAGE Report of Independent Accountants 1 Statement of Net Assets Available for Benefits as of December 31, 1993 2 Statement of Changes in Net Assets Available for Benefits for the Period August 1, 1993 (Inception) to December 31, 1993 3 Notes to Financial Statements 4 to 7 Additional Information* Schedule I- Schedule of Assets Held for Investment Purposes at December 31, 1993 8 Schedule II - Schedule of Reportable Transactions for the Period August 1, 1993 (Inception) to December 31, 1993 9 to 10 * Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. REPORT OF INDEPENDENT ACCOUNTANTS To: The Participants and Administrator of the Savings Plan for Employees of American Water Works Company, Inc. and Its Designated Subsidiaries In our opinion, the accompanying statement of net assets available for benefits, and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Savings Plan for Employees of American Water Works Company, Inc. and Its Designated Subsidiaries (the ``Plan'') at December 31, 1993 and the changes in net assets available for benefits for the period August 1, 1993 (inception) to December 31, 1993, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Price Waterhouse - - --------------------- Price Waterhouse Philadelphia, PA. May 6, 1994 Savings Plan for Employees of AMERICAN WATER WORKS COMPANY, INC. and Its Designated Subsidiaries Statement of Net Assets Available for Benefits December 31, 1993 - - ---------------------------------------------------------------------------
Index Index Fixed Company Equity Bond Income Stock Fund Fund Fund Fund Total -------- ------- ------- ------- --------- ASSETS Investments, at fair value: Mutual funds $ 673,229 $187,283 $ 860,512 Collective income fund $257,666 257,666 Common stock $640,160 640,160 --------- ------- ------- ------- --------- 673,229 187,283 257,666 640,160 1,758,338 --------- ------- ------- ------- --------- Receivables: Employer's contribution 60,284 60,284 Participants' contributions 172,584 64,403 66,950 106,738 410,675 Accrued income 959 404 368 647 2,378 --------- ------- ------- ------- --------- 173,543 64,807 67,318 167,669 473,337 --------- ------- ------- ------- --------- Cash and cash equivalents to be invested 259,922 131,082 182,297 122,151 695,452 --------- ------- ------- ------- --------- Total assets 1,106,694 383,172 507,281 929,980 2,927,127 --------- ------- ------- ------- --------- LIABILITIES Accounts payable 1,686 308 65 147 2,206 --------- ------- ------- ------- --------- Net assets available for benefits $1,105,008 $382,864 $507,216 $929,833 $2,924,921 ========= ======= ======= ======= ========= The accompanying notes are an integral part of these financial statements.
Savings Plan for Employees of AMERICAN WATER WORKS COMPANY, INC. and Its Designated Subsidiaries Statement of Changes in Net Assets Available for Benefits For the Period August 1, 1993 (Inception) to December 31, 1993 ----------------------------------------------------------------
Index Index Fixed Company Equity Bond Income Stock Fund Fund Fund Fund Total -------- ------- ------- -------- -------- Additions to net assets attributed to investment income: Interest and dividends $ 1,560 $ 1,344 $ 1,007 $ 3,970 $ 7,881 Net appreciation in fair value of investments 5,557 2,242 7,799 --------- ------- ------- ------- --------- 7,117 1,344 3,249 3,970 15,680 --------- ------- ------- ------- --------- Contributions: Employer 291,089 291,089 Participants 836,741 308,855 322,366 523,065 1,991,027 Rollovers 261,860 74,184 181,602 123,229 640,875 --------- ------- ------- ------- --------- 1,098,601 383,039 503,968 937,383 2,922,991 --------- ------- ------- ------- --------- Total additions 1,105,718 384,383 507,217 941,353 2,938,671 --------- ------- ------- ------- --------- Deductions from net assets attributed to: Participants benefits 710 580 143 1,433 Net depreciation in fair value of investments 578 1 11,375 11,953 Administration expenses 361 1 2 364 --------- ------- ------- ------- --------- Total deductions 710 1,519 1 11,520 13,750 --------- ------- ------- ------- --------- Net increase 1,105,008 382,864 507,216 929,833 2,924,921 Net assets at beginning of period --------- ------- ------- ------- --------- Net assets at end of period $1,105,008 $382,864 $507,216 $929,833 $2,924,921 ========= ======= ======= ======= ========= The accompanying notes are an integral part of these financial statements.
Savings Plan for Employees of AMERICAN WATER WORKS COMPANY, INC. and Its Designated Subsidiaries Notes to Financial Statements NOTE 1 - DESCRIPTION OF PLAN - - ---------------------------- The following description of the American Water Works Company, Inc. (the ``Company'') Savings Plan for Employees of American Water Works Company, Inc. and Its Designated Subsidiaries (the ``Plan'') provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General - - ------- The Plan is a defined contribution 401(k) savings plan covering substantially all full-time employees of the Company who have six months of service and are age eighteen or older. The effective date of the Plan is August 1, 1993 and it is subject to the provisions of the Employee Retirement Income Security Act of 1974 (``ERISA''). Contributions - - ------------- Participants may contribute up to 6% of their annual wages before overtime and premium compensation. Participant contributions are limited by law; for the period August 1, 1993 to December 31, 1993, this limit was $3,747. For the period August 1, 1993 through July 31, 1994 the Company matches 30% of the first 2% of participant contributions. Beginning August 1, 1994 the Company will match 40% of the first 3% of participant contributions. All matching contributions are invested in Company stock. In the event of certain circumstances, the Company may contribute additional amounts. Forfeitures, if any, are used to reduce the Company's future contributions to the Plan. Participant Accounts - - -------------------- With the exception of the Company's contributions to the Plan, each participant may elect to have their contributions invested in any combination of four funds in multiples of 25%. The participant's accounts are credited with their contributions and an allocation of the Company's contribution and Plan earnings. Allocations are based on participant contributions or account balances, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting - - ------- Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the remainder of their accounts is based on years of continuous service. A participant is fully vested after five years of credited service. Payment of Benefits - - ------------------- Participants may, upon attaining 59 1/2 years of age, elect to withdraw all or a portion of the value of their account. Upon termination of service for any reason other than retirement or disability, a participant may elect to withdraw the value of their account, or defer this distribution until age 65. In all cases, unless earlier withdrawn, a participant will receive the interest in their account upon the earlier of retirement after reaching age 65, death or total disability, except that in all cases such distribution will be made upon attainment of age 70 1/2 for participants who are still working for the Company. Participants may elect to receive a lump sum amount equal to the value of their account, an annuity, or a combination of both. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES - - --------------------------------------- Basis and Presentation - - ---------------------- The accompanying financial statements are presented on the accrual basis of accounting. Valuation of Investments - - ------------------------ Plan investments are stated at fair value. The Company stock is valued at its quoted market price. Mutual fund investments are valued at net asset value representing the value at which shares of the fund may be purchased or redeemed. Contributions - - ------------- Employee contributions are recorded in the period during which the Company makes payroll deductions from the Plan participants' earnings. Matching Company contributions are recorded in the same period. Benefit Obligations - - ------------------- Benefit obligations for persons who have withdrawn from participation in the Plan are $3,318 at December 31, 1993 and will be recognized in the Plan financial statements when paid. NOTE 3 - INVESTMENTS - - -------------------- The Plan's investments are held in trust by The First National Bank of Boston. The following table presents the Plan's investments. Investments that represent five percent or more of the Plan's net assets are separately identified.
December 31, 1993 --------------------------- Shares/units Value ------------ --------- Investments at fair value based on quoted market price Mutual funds: Vanguard Index Trust - 500 Portfolio 15,360 $673,229 EB MBA Composite Bond Index January 1, 1999 585 187,283 Collective fund: IDS Trust Collective Income Fund 7,323 257,666 Common Stock: American Water Works Company, Inc. 21,339 640,160 ---------- Total investments $1,758,338 ========== During 1993 the Plan acquired 7,323 units of the IDS Trust Collective Income Fund. At December 31, 1993 the value of a unit of participation in the fund is $35.19 per unit. During 1993, the Plan's investments (including investments bought, sold and held during the period August 1, 1993 to December 31, 1993) depreciated in value by $4,154 as follows: Five months ended December 31, 1993 ----------------- Mutual funds $ 4,979 Collective fund 2,242 Common stock (11,375) -------- Net change in fair value $ (4,154) ========
NOTE 4 - PARTICIPANT LOANS - - -------------------------- Under the terms of the Plan, participants may borrow from their accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50% of their contributions to the Plan including earnings thereon. Loans are generally for a period not to exceed five years payable in equal monthly installments, are secured by the balance in the participants' accounts and bear interest at a rate commensurate with local market rates for similar loans. If the participant uses the proceeds to acquire their primary personal residence, the loan may be for a period not to exceed thirty years. There were no loans outstanding at December 31, 1993. NOTE 5 - HARDSHIP WITHDRAWALS - - ----------------------------- Participants under age 59 1/2 may withdraw all or part of their contributions (excluding earnings) only under certain conditions of hardship. A hardship withdrawal can only be requested after withdrawal of all rollover contributions and any loans available under the Plan have been obtained. Hardship withdrawals cannot be returned to the Plan and contributions cannot be made to the Plan for 12 months after a hardship withdrawal has been made. NOTE 6 - ADMINISTRATIVE EXPENSES - - -------------------------------- Although it has no obligation to do so, the Company pays substantially all administrative expenses of the Plan. NOTE 7 - ROLLOVER - - ----------------- On August 31, 1993, American Water Works Company, Inc. and its subsidiaries in Indiana, Missouri and Ohio acquired the midwestern water affiliates of Avatar Holdings, Inc. As a result of this acquisition, on November 24, 1993, eligible employees of the acquired companies transferred their account balances totalling $629,467 from Avatar's qualified defined contribution retirement plan to the Plan. Additionally, participants transferred $11,408 from other qualified plans. NOTE 8 - PLAN TERMINATION - - ------------------------- Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. NOTE 9 - INCOME TAX - - ------------------- As of the date of these financial statements, the Plan is in the process of applying for, but has not yet received, a tax determination from the Internal Revenue Service. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and ERISA and accordingly, the Plan is exempt from income taxes. SCHEDULE I Savings Plan for Employees of AMERICAN WATER WORKS COMPANY, INC. and Its Designated Subsidiaries Item 27a Form 5500 - Schedule of Assets Held for Investment Purposes December 31, 1993 - - ---------------------------------------------------------------------------
Current Shares/Units Issue Cost Value - - ------------ -------- ------- ------ Mutual Funds: 15,360 Vanguard Index Trust - 500 Portfolio $ 674,815 $673,229 585 EB MBA Composite Bond Index January 1, 1999 187,861 187,283 Collective Fund: 7,323 IDS Trust Collective Income Fund 255,424 257,666 Common Stock: 21,339 American Water Works Company, Inc. 651,535 540,160 --------- ------- $1,769,635 $1,758,338 ========= =========
SCHEDULE II Savings Plan for Employees of AMERICAN WATER WORKS COMPANY, INC. and Its Designated Subsidiaries Line 27d Form 5500 - Schedule of Reportable Transactions (Individual or series of transactions in one issue aggregating 5% or more of the value of Plan assets as of December 31, 1993.) For the Period August 1, 1993 (Inception) to December 31, 1993.
Sales Identity -------------------------------- of Party Purchase Current Involved Description Price Price Cost Value - - -------- --------------- --------- ---------- ---------- ------- Dreyfus Dreyfus Government Funds Cash Management $ 368,890 Dreyfus Dreyfus Government Funds Cash Management $ 368,898 $ 368,898 $368,898 Dreyfus Dreyfus Government Funds Cash Management 316,718 Dreyfus Dreyfus Government Funds Cash Management 409,308 409,308 409,308 Dreyfus Dreyfus Government Funds Cash Management 420,833 Dreyfus Dreyfus Government Funds Cash Management 421,615 421,615 421,615 Dreyfus Dreyfus Government Funds Cash Management 638,150 Dreyfus Dreyfus Government Funds Cash Management 374,971 Dreyfus Dreyfus Government Funds Cash Management 381,320 381,320 381,320 Dreyfus Dreyfus Government Funds Cash Management * 3,263,644 2,627,528 2,627,528 2,627,528 IDS Trust IDS Trust Collective Income Fund * 255,424 Vanguard Vanguard Index Funds Trust - 500 Portfolio * 674,815 Mellon Bank EB Temporary Investment Fund * 247,532 188,221 188,221 188,221 Mellon EB MDA Bank Composite Bond Index 1/1/99 * 187,861 Bank of American Water Boston Work Company, Inc. Common Stock * 651,535 * Represents a series of transactions.
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