-----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, WXMbLz6ikL/BWYPSefUUTKzKT4K1/E/XFmsm2PzddmmL7lYV3VuQ2CX98b5sIQeG EvjmfPGNsjcgGtTtb1Z3dA== 0000898080-00-000025.txt : 20000202 0000898080-00-000025.hdr.sgml : 20000202 ACCESSION NUMBER: 0000898080-00-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000121 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED WATER RESOURCES INC CENTRAL INDEX KEY: 0000715969 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 222441477 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08586 FILM NUMBER: 510797 BUSINESS ADDRESS: STREET 1: 200 OLD HOOK RD CITY: HARRINGTON PARK STATE: NJ ZIP: 07640 BUSINESS PHONE: 2017849434 MAIL ADDRESS: STREET 1: 200 OLD HOOK ROAD CITY: HARRINGTON PARK STATE: NJ ZIP: 07640 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 21, 2000 ------------------------------- UNITED WATER RESOURCES INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) New Jersey 1-858-6 22-2441477 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 200 Old Hook Road, Harrington Park, New Jersey 07640 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (201) 784-9434 ----------------------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. In a special meeting held on January 20, 2000, shareholders of United Water Resources Inc. ("UWR") approved the proposed acquisition of UWR by Suez Lyonnaise des Eaux, through UWR's merger with LAH Acquisition Co., a wholly owned subsidiary of Lyonnaise American Holding, Inc., which is in turn controlled by Suez Lyonnaise des Eaux. As a result of the merger, UWR will become a wholly owned subsidiary of Suez Lyonnaise des Eaux but will retain its corporate existence. The press release filed as an exhibit hereto contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995 ("Reform Act"). Such statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause the actual results and performance of the Registrant and Suez Lyonnaise des Eaux to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statements, including expectations regarding the future results of operations of Registrant, Suez Lyonnaise des Eaux and Lyonnaise American Holding, Inc. and the combined company, the intended financing of the merger and receipt of regulatory approvals. In connection with the safe harbor provisions of the Reform Act, the Registrant has identified important factors that could cause actual results to differ materially from such expectations, including development uncertainty, operating uncertainty, acquisition uncertainty, uncertainties relating to doing business outside of the United States, uncertainties relating to resources, uncertainties relating to domestic and international economic and political conditions and uncertainties regarding the impact of regulations, changes in government policy, industry deregulation and competition. Reference is made to all of the Registrant's SEC Filings, including the Registrant's Proxy Statement and the Form 13E-3 filed by the Registrant, Suez Lyonnaise des Eaux, Lyonnaise American Holding, Inc. and LAH Acquisition Co., both of which were filed on December 10, 1999, and which are incorporated herein by reference, for a description of such factors. UWR assumes no responsibility to update forward-looking information contained herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. 99.1 Press Release of United Water Resources Inc. issued on January 20, 2000. 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. UNITED WATER RESOURCES INC. Dated: January 21, 2000 By: /s/ Donald L. Correll ---------------------------- Name: Donald L. Correll Title: Chief Executive Officer 3 Exhibit Index Exhibit Number Description - ------- ----------- 99.1 Press Release of United Water Resources Inc. issued on January 20, 2000. EX-99 2 PRESS RELEASE For immediate release Contact: Rich Henning or Carolyn Iglesias 201 767 2869 201 767 2836 UNITED WATER RESOURCES SHAREHOLDERS APPROVE ACQUISITION BY SUEZ LYONNAISE DES EAUX Harrington Park, NJ, January 20, 2000--Shareholders of United Water Resources (NYSE:UWR) today approved the company's acquisition by Suez Lyonnaise des Eaux (LY: Paris Bourse) at a special meeting. The two companies initially announced the agreement last August. Under the terms of the agreement, Suez Lyonnaise des Eaux will acquire the remaining 69.9 percent of common shares of United Water Resources that it does not already own. United Water Resources will become a wholly owned subsidiary of Suez Lyonnaise des Eaux, but will retain its corporate identity. "We're thrilled that our shareholders recognized the value of this deal, " said Donald L. Correll, chairman and CEO of United Water Resources. "This acquisition not only enables United Water to participate in the accelerating water industry consolidation, it also improves our ability to provide quality service to our current and future customers and their communities." Suez Lyonnaise des Eaux has held a significant equity stake in United Water since 1994, and, in 1997, the companies created jointly-owned United Water Services to compete for nonregulated water and wastewater management contracts in North America. The joint venture, which is owned on a 50-50 basis by Suez Lyonnaise des Eaux and United Water Resources, has been successful in winning 35 contracts in 16 states, including significant wins in Atlanta, Indianapolis, Milwaukee, and Gary, Indiana. --more-- UNITED WATER RESOURCES SHAREHOLDERS APPROVE ACQUISITION BY SUEZ LYONNAISE DES EAUX page 2 "Clearly another benefit of becoming a part of Suez Lyonnaise is the access United Water gains to its leadership in water and wastewater research and technology," added Correll. "The company spends an estimated $60 million annually on research and development. United Water is already benefitting from these advanced technologies, and more direct access to new scientific innovations will enable us to continue providing premier service to our customers." Under the terms of the agreement, which have been approved by the Boards of Directors of both companies, United Water Resources' shareholders receive $35.00 in cash for each United Water share held. It also permits United Water to increase its regular quarterly dividend for three quarters and to pay a special dividend at closing for an aggregate dividend increase of 48 cents per share. The total cash to be paid to United Water shareholders is $35.48, including the dividend increases, representing a premium of approximately 54 percent over United Water's closing price of $22.98 on August 12, 1999. The transaction values all of the issued common shares of United Water at $1.36 billion ($900 million for 67 percent). Suez Lyonnaise des Eaux will assume about $800 million in net debt and preferred stock. The transaction is still subject to the approval of certain public service commissions in the states that United Water owns regulated utilities. The company has already received approval from three regulatory commissions (Arkansas, Illinois, Missouri) and expects to close during the first half of 2000. --more-- UNITED WATER RESOURCES SHAREHOLDERS APPROVE ACQUISITION BY SUEZ LYONNAISE DES EAUX page 3 With annual revenues of $32.5 billion, Suez Lyonnaise des Eaux is a world leader in private infrastructure services, with operations in more than 120 countries. Through its water division, Lyonnaise des Eaux, the company is a world leader in the water delegated management sector supplying 93 million people around the world with water and wastewater services. United Water is a holding company engaged in water-related businesses and real estate investments with a history that dates back to 1869. As the nation's second-largest water services company, United Water provides water and wastewater services through its regulated utilities and non-regulated municipal contract operations to more than 7.5 million people in over 400 communities in 19 states. The company has been continuously listed on the New York Stock Exchange since 1889 and has paid cash dividends on its common stock continuously since 1886. -----END PRIVACY-ENHANCED MESSAGE-----