-----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, RCCQaD3dlOzecdjGDYWavEvmSFecnAbbu15sevKrd/FZuV66TrJfq/U3lhEoRpoL cxAzWNBmEtUXPq8R/ghp4Q== 0000893750-03-000013.txt : 20030114 0000893750-03-000013.hdr.sgml : 20030114 20030110084845 ACCESSION NUMBER: 0000893750-03-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030110 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030110 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03437 FILM NUMBER: 03509734 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 8-K 1 form8k.txt AMERICAN WATER WORKS COMPANY, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2003 AMERICAN WATER WORKS COMPANY, INC. ---------------------------------------------- (Exact name of registrant specified in its charter) Delaware 0001-03437 51-0063696 - ------------------------ ------------------------ ------------------------ (State or other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 1025 Laurel Oak Road, P.O. Box 1770 Voorhees, NJ 08043 - ---------------------------------------------------- ------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (856) 346-8200 Item 1. Changes in Control of Registrant. On January 10, 2003, Apollo Acquisition Company, a Delaware corporation ("Sub"), merged (the "Merger") with and into American Water Works Company, Inc., a Delaware corporation (the "Company"), pursuant to an Agreement and Plan of Merger (the "Agreement"), dated as of September 16, 2001, by and among RWE Aktiengesellschaft ("RWE"), Thames Water Aqua Holdings GmbH, a wholly owned subsidiary of RWE ("Thames"), Sub and the Company, with the Company surviving the Merger. Pursuant to the Merger Agreement, each issued and outstanding share of common stock, par value $1.25 per share, of the Company has been canceled and converted into the right to receive $46.00 in cash without interest, plus a stub period dividend of $0.2153333 per share. As a result of the Merger, the Company became a wholly owned subsidiary of Thames Water Aqua US Holdings, Inc., a wholly owned subsidiary of Thames. As part of the Agreement, RWE has caused Marilyn Ware, Chairman of the board of directors of the Company, to be elected as a member of the Thames Water International Advisory Council. The Company's Proxy Statement filed on Schedule 14A for the special meeting of stockholders approving the Merger, which was first mailed to shareholders of the Company on or about December 7, 2001, sets forth certain information regarding RWE, Thames and Sub. RWE obtained the approximately $4.6 billion required to fund the merger consideration and pay related fees and expenses from (a) the capital and money markets and (b) internally available funds. A copy of the press release announcing the closing of the Merger is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. The exhibits listed below and in the accompanying Exhibits Index are filed as part of this Current Report on Form 8-K. EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release, dated January 10, 2003, of American Water Works Company, Inc. -2- SIGNATURE 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 hereunto duly authorized. AMERICAN WATER WORKS COMPANY, INC. By: /s/ W. Timothy Pohl ---------------------------------- Name: W. Timothy Pohl Title: General Counsel and Secretary Date: January 10, 2003 -3- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated January 10, 2003, of American Water Works Company, Inc. -4- EX-99.1 3 exh99_1.txt ADDITIONAL EXHIBIT Exhibit 99.1 FOR IMMEDIATE RELEASE Tom R. Thoren Vice President, Communications 856-566-4026 www.amwater.com AMERICAN WATER WORKS ANNOUNCES COMPLETION OF ACQUISITION BY THAMES WATER, RWE'S WATER DIVISION Board of Directors Declares a Dividend VOORHEES, N.J., January 10, 2003 - American Water Works Company, Inc. (NYSE: AWK), today announced that its acquisition by Thames Water, the water division of RWE, was completed this morning. The transaction received all required approvals from American Water Works' shareholders and regulatory agencies. Pursuant to the acquisition, each outstanding share of American Water Works' common stock has been converted into the right to receive $46.00 per share without interest. Going forward, American Water will oversee RWE's water business in North and South America as a wholly owned subsidiary of Thames Water. Thames Water's CEO Bill Alexander has been appointed Chairman, President and CEO of American Water effective immediately, a role he will hold in addition to his current responsibilities as CEO of Thames Water plc. Marilyn Ware, former Chairman of the Board of American Water Works said, "This acquisition represents a successful implementation of a well designed strategic plan that offers benefits for our customers, our shareholders, and our employees. Our customers gain access to new technologies, research and development, and our new partners' global experience in service, customer satisfaction and security." Retiring President and CEO Jim Barr said, "I am tremendously proud of our employees and their accomplishment in building the largest water services company in America. Joining forces with Thames Water and RWE, the third largest water company in the world, will enhance our ability and continue our commitment to address water resource issues." Bill Alexander, the new Chairman, President and CEO of American Water said, "American Water and Thames Water, through our combined experience and know-how, will continue the tradition of providing customers with the superior quality service they deserve." American Water Works also announced that its Board of Directors had declared a "stub period" dividend equal to $0.2153333 per share on its common stock in connection with the closing of the merger. AWK - Page Two The "stub period" dividend is payable to stockholders of record as of the close of trading on the New York Stock Exchange on January 9, 2003, the trading day immediately preceding the closing date of the merger. The "stub period" dividend is expected to be paid within 15 days after the closing date of the merger. Shareholders with questions regarding the "stub period" dividend or transmittal of certificates of stock should direct inquiries to EquiServe Trust Company by calling 1-877 WTR-WRKS (1-877-987-9757). About American Water Works American Water Works was the largest publicly traded US corporation devoted exclusively to the business of water. Its 6,600 employees provide water, wastewater and other related services to 15 million people in 27 states and three Canadian provinces. About Thames Water Thames Water, the water division of international multi-utility RWE, is the world's third largest water company, serving almost 70 million people in 46 countries across the globe. For further information please contact: RWE AG: Dieter Schweer, Head of Corporate Communications Phone: +49-201-121-5120 Bill McAndrews, Head of Press Relations Phone: +49-201-121-5095 Mobile: +49-177-551-5302 Thames Water: Cathy Little, Press Relations Phone: +44-118-373-8923 Mobile: +44-774-764-1038 Forward looking statements in this report, including, without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. These factors include, among others, the following: the success of pending applications for rate increases, inability to obtain, or to meet conditions imposed for, regulatory approval of pending acquisitions, weather conditions that tend to extremes of temperature or duration; availability, terms and development of capital; business abilities and judgment of personnel; changes in, or the failure to comply with governmental regulations, particularly those affecting the environment and water quality; competition; success of operating initiatives, advertising and promotional efforts; existence of adverse publicity or litigation; changes in business strategy or plans; quality of management; general economic and business conditions; the ability to satisfy the conditions to closing set forth in the definitive agreement; and other factors described in filings of the Company with the SEC. The Company undertakes no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise. ### -----END PRIVACY-ENHANCED MESSAGE-----