-----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, KvCPzSjG9RGe7x1fU1q+/FNAHBEDWAeNXrLFYV981aRNsgNVAxUep90g7T74xnO4 G9BeFlR12iy6LMFrSZuVlg== 0000318819-96-000037.txt : 19961021 0000318819-96-000037.hdr.sgml : 19961021 ACCESSION NUMBER: 0000318819-96-000037 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961018 EFFECTIVENESS DATE: 19961018 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14451 FILM NUMBER: 96645422 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 S-8 1 Registration No. 333- Exhibit Index on Page 7 =========================================================================== 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 Company as specified in its charter) Delaware 1025 Laurel Oak Road 51-0063696 (State of Incorporation) Voorhees, New Jersey 08043 (I.R.S. Employer (Address of principal Identification executive offices) (Zip Code) Number) AMERICAN WATER WORKS COMPANY LONG-TERM PERFORMANCE-BASED INCENTIVE PROGRAM (Full Title of the Plan) W. Timothy Pohl, Esquire, Secretary American Water Works Company, Inc. 1025 Laurel Oak Road Voorhees, New Jersey 08043 (Name and address of agent for service) (609) 346-8200 (Telephone number, including area code, of agent for service) Copy to: Dechert Price & Rhoads 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, Pennsylvania 19103 Attention: George W. Patrick, Esq.
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering registration registered registered share(1) price(1) fee - --------------------------------------------------------------------------------- Common Stock, par value $1.25 per share 700,000 shares $21.125 $14,787,500 $4,481.06 - ---------------------------------------------------------------------------------
(1) Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933 on the basis of $21.125 per share, the average of the high and low prices of the Company's Common Stock as reported on the New York Stock Exchange on October 14, 1996. =========================================================================== 1 PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS Item 1. Plan Information. Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with the Introductory Note to Part I of Form S-8. Item 2. Company Information and Employee Plan Annual Information. Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with the Introductory Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed or to be filed by the American Water Works Company, Inc. ("the Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement as of their respective dates: 1. Annual Report on Form 10-K filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the Company's fiscal year ended December 31, 1995. 2. The description of the Common Stock of the Company contained in the Company's Registration Statement on Form S-3 filed with the Commission on April 5, 1996, Registration No. 333-02279, pursuant to the Securities Act of 1933, as amended, including any amendment or report filed for the purpose of updating such description. 3. Form 8-K report of the Registrant filed with the Commission on March 1, 1996, pursuant to the Exchange Act. 4. Form 8-K/A report of the Registrant filed with the Commission on April 3, 1996, pursuant to the Exchange Act. 5. Form 8-K report of the Registrant filed with the Commission on April 25, 1996, pursuant to the Exchange Act. 6. Form 10-Q report of the Registrant for the period ending March 31, 1996 filed with the Commission on May 14, 1996. 7. Form 10-Q report of the Registrant for the period ending June 30, 1996 filed with the Commission on August 9, 1996. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the Commission of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or effects the deregistration of the balance of such securities then 2 remaining unsold shall be deemed to be incorporated herein by reference 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. Not applicable. Item 6. Indemnification of Directors and Officers. As authorized by Section 145 of the Delaware General Corporation Law, Section 8 of Article II of the Company's Bylaws provides that the Company shall indemnify any person who is a party to any suit or proceeding, whether civil, criminal or administrative, because such person is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer or employee of another corporation or enterprise, including an employee benefit plan, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such suit or proceeding to the extent that such person is not otherwise indemnified and such indemnification is not prohibited by applicable law; and the Board of Directors of the Company may, and on request of any such person is required to, determine in each case whether or not the standards in any applicable statute have been met, or such determination may be made by independent legal counsel if the Board so directs or if the Board is not empowered by statute to make such determination. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed herewith: Exhibit No. Document ------- -------- 4.1 Long-Term Performance-Based Incentive Plan of the Registrant, effective as of January 1, 1993, is incorporated herein by reference to Exhibit 10(f) to Form 10-K report of the Registrant for 1994. 5.1 Opinion of Dechert Price & Rhoads as to the legality of securities being registered. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Dechert Price & Rhoads (contained in opinion filed as Exhibit 5 to this Registration Statement). 24.1 Power of Attorney (included on Signature Page). 3 Item 9. Undertakings. The undersigned Company 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, as amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this 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. (4) that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this 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 be the initial bona fide offering thereof. 4 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of an action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company 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. 5 SIGNATURES The Company. Pursuant to the requirements of the Securities Act, the Company 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 the City of Voorhees and State of New Jersey on May 2, 1996. AMERICAN WATER WORKS COMPANY, INC. By George W. Johnstone ------------------------------------- George W. Johnstone President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints W. Timothy Pohl as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for him in any and all capacities to sign any and all amendments (including pre- or post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, hereby ratifying and confirming all that such attorney-in-fact, or his substitute, may do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- George W. Johnstone President, Chief Executive Officer May 2, 1996 - ------------------- and Director George W. Johnstone J. James Barr Vice President May 2, 1996 - ------------------- J. James Barr Robert D. Sievers Comptroller May 2, 1996 - ------------------- Robert D. Sievers 6 Signature Title Date --------- ----- ---- Marilyn Ware Lewis Chairman of the Board May 2, 1996 - -------------------- Marilyn Ware Lewis William O. Albertini Director May 2, 1996 - -------------------- William O. Albertini William R. Cobb Director May 2, 1996 - -------------------- William R. Cobb Elizabeth H. Gemmill Director May 2, 1996 - -------------------- Elizabeth H. Gemmill Henry G. Hager Director May 2, 1996 - -------------------- Henry G. Hager Nelson G. Harris Director May 2, 1996 - -------------------- Nelson G. Harris Nancy W. Wainwright Director May 2, 1996 - -------------------- Nancy W. Wainwright Paul W. Ware Director May 2, 1996 - -------------------- Paul W. Ware Ross A. Webber Director May 2, 1996 - -------------------- Ross A. Webber Horace Wilkins, Jr. Director May 2, 1996 - -------------------- Horace Wilkins, Jr. 7 EXHIBIT INDEX Exhibit No. Document Page - ----------- -------- ---- 5.1 Opinion of Dechert Price & Rhoads as to the legality 8 of securities being registered. 23.1 Consent of Price Waterhouse LLP 9 EX-5 2 8 EXHIBIT 5.1 September 24, 1996 American Water Works Company, Inc. 1025 Laurel Oak Road P. O. Box 1770 Voorhees, New Jersey 08043 Dear Sirs: American Water Works Company, Inc. (the "Company") is about to file a registration statement ("Registration Statement") on Form S-8 with the Securities and Exchange Commission relating to the offering of 700,000 shares of its Common Stock Par Value $1.25 (the "Shares") pursuant to the Company's Long-Term Performance-Based Incentive Plan (the "Plan"). We are informed by the Company, and have assumed for purposes of this opinion, that the Shares will be either (a) authorized and unissued shares of the Common Stock of the Company or (b) outstanding shares of the Common Stock of the Company held in the Company's treasury, all as more fully described in the Registration Statement. We have examined such corporate records of the Company and other documents as we have deemed appropriate to give this opinion. Based on 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 Shares, (a) to the extent they are now outstanding, have been validly issued and are fully paid and nonassessable, and (b) to the extent they will be newly issued shares awarded pursuant to the Plan, have been duly authorized and, when issued and sold in accordance with the Plan, and upon receipt by the Company of consideration therefor, will be validly issued, fully paid and nonassessable. 3. No personal liability will attach to the ownership of the Shares under the laws of the State of Delaware. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, Dechert Price & Rhoads EX-23 3 9 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 January 30, 1996, except as to Note 13, which is as of February 16, 1996, which appears on page 35 of the 1995 Annual Report to Stockholders of American Water Works Company, Inc., which is incorporated by reference in American Water Works Company, Inc. Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 11 of such Annual Report on Form 10-K. PRICE WATERHOUSE LLP Thirty South Seventeenth Street Philadelphia, Pennsylvania 19103 October 18, 1996 -----END PRIVACY-ENHANCED MESSAGE-----