-----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, CsXCiSf2Z7juJsyIdUGcJDW0JhvDYbppaeMKkR6bpeGZolL5EPaxADH7/mmzfvAK ULtP+x1xOlPfupsrdMWHZw== 0000898080-99-000221.txt : 19990811 0000898080-99-000221.hdr.sgml : 19990811 ACCESSION NUMBER: 0000898080-99-000221 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990803 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-A12B/A SEC ACT: SEC FILE NUMBER: 001-08586 FILM NUMBER: 99676863 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-A12B/A 1 AMENDMENT NO. 2 TO FORM 8A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 8-A/A AMENDMENT NO. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 United Water Resources Inc. (Exact Name of Registrant as Specified in Its Charter) New Jersey 22-244147 (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 200 Old Hook Road Harrington Park, New Jersey 07640 (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section 12(b) of the Exchange Section 12(g) of the Exchange Act and is effective pursuant Act and is effective pursuant to General Instruction A.(c), to General Instruction A.(d), check the following box. |X| check the following box. [ ] Securities Act registration statement file number to which this form relates: ____________________ (if applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered Preferred Share Purchase Rights New York Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: None -1- This Amendment No. 2 on Form 8-A/A is filed to correct typographical errors in Item 2 (Exhibits) and in the exhibit index in the Form 8-A/A Amendment No. 1 as filed by United Water Resources Inc. on July 30, 1999. Item 1. Description of Registrant's Securities to be Registered. On September 15, 1993, the Board of Directors of United Water Resources Inc. adopted and approved the execution of amendment no. 1, dated as of September 15, 1993, to the rights agreement dated as of July 12, 1989, between United Water Resources Inc. and First Interstate Bank of California, successor to the trust business of First Interstate Bank, Ltd., as rights agent. Amendment no. 1 was executed in connection with the merger agreement dated as of September 15, 1993, between United Water Resources Inc. and GWC Corporation, and a governance agreement between Lyonnaise des Eaux-Dumez, a French corporation, and United Water Resources Inc. Amendment no. 1 provided that the rights would not be triggered as a result of the merger agreement and related agreements and transactions. A copy of amendment no. 1 is filed as an exhibit to this document. On July 30, 1999, the Board of Directors of United Water Resources Inc. adopted and approved execution of amendment no. 2, dated as of July 30, 1999, to the rights agreement between the company and ChaseMellon Shareholder Services, LLC, as successor to the trust business of First Interstate Bank, Ltd., as rights agent. Amendment no. 2 extends the expiration date of the rights to April 22, 2006. It also eliminates a provision that gave shareholders the right to authorize redemption of the rights when the company received an all cash, all share tender offer. A copy of amendment no. 2 is filed as an exhibit to this document. A summary of the rights agreement, as amended, follows. On July 6, 1989, the Board of Directors of United Water Resources Inc. declared a dividend distribution of one right for each outstanding share of our common stock, no par value. We distributed the rights on August 1, 1989 to shareholders of record on July 21, 1989. The right entitles its holder to purchase from us one-one hundredth of a share of our series A participating preferred stock, no par value, at a price of $60.00 for each one-hundredth interest, subject to adjustment for various changes in the company's capital structure, as described below. We may adjust this price, as described below. This description of the rights agreement is not complete, and we qualify this description by referring to the rights agreement, made between us and First Interstate Bank, Ltd., as rights agent, as well as amendments nos. 1 and 2. We also incorporate the rights agreement and amendments nos. 1 and 2 herein by reference. CERTIFICATES TO REPRESENT THE RIGHTS We have not issued separate rights certificates for the rights. Instead, the rights are attached to all certificates representing shares of outstanding common stock. Except in the case of the merger agreement dated as of September 15, 1993 between United Water Resources Inc. and GWC Corporation described in amendment no. 1, the rights will separate from the common stock on the earlier of: o 10 days after the date of a public announcement that a person or group of affiliated or associated persons acquired beneficial ownership of 20% or more of our outstanding common stock; or -2- o 10 days after a person commences or publicly announces an intention to make a tender offer or exchange offer which would result in the person or a group of persons becoming the beneficial owner of 20% or more of our outstanding common stock. The earlier of the two dates above is called the distribution date. If the distribution date occurs, we will mail to each person who is a record holder of shares of common stock at the close of business on the distribution date separate certificates to represent the rights. After that time, the separate right certificates alone will represent the rights. Until the distribution date, unless the rights first expire or are redeemed: o common stock certificates will evidence the rights, whether or not a summary of the rights is attached to them and may not be transferred separately from the shares of common stock to which they are attached; o rights will be transferred on the surrender for transfer of common stock certificates, whether or not a summary of the rights is attached to them; and o common stock certificates issued after July 21, 1989, but before the distribution date, will have a notation incorporating the rights agreement by reference. EXERCISING THE RIGHTS A right itself does not give its holder any rights as a stockholder until the right is exercised. A holder cannot exercise the rights until the distribution date. Exercising the Rights for Our Common Stock instead of Preferred Stock If a person or a group of affiliated or associated persons acquires beneficial ownership of 20% or more of our outstanding common stock, that person's rights will become null and void. Each other holder of a right who may exercise his right and upon payment of the exercise price will be entitled to receive, instead of interests in our series A participating preferred stock, shares of our common stock in an amount that has a value of two times the current purchase price of each right. This right to purchase shares of common stock will not arise, however, when: (a) a person or group of affiliated or associated persons acquires beneficial ownership of 20% or more of our outstanding common stock as a result of a cash tender offer for all our shares, and (b) as a result, the person or group increases its beneficial ownership to 80% or more of our outstanding common stock. -3- Exercising the Rights for Shares of an Acquiring Company Except in the case of the merger agreement between United Water Resources Inc. and GWC Corporation, as described in Amendment No. 1 dated as of September 15, 1993, if: o we are acquired in a merger or other business combination transaction; or o 50% or more of our assets or earning power is sold or transferred, each holder who exercises his rights will have the right to receive common stock of the acquiring entity in an amount that has a value of two times the purchase price of the right. EXPIRATION OF RIGHTS The rights expire on April 22, 2006, unless we extend the expiration date or redeem the rights earlier, as described below. EXCHANGE AND REDEMPTION OF RIGHTS At any time after a person or group of affiliated persons obtains 20% or more, but before that person obtains 50% or more of our common stock, our board of directors may exchange some or all of the rights. The rights of the person or group of affiliated or associated persons will not be exchanged, as they will have become void. Our board may exchange each of the other rights for one share of common stock, or a fraction of a share of our series A participating preferred stock that has voting rights equal to our common stock, subject to adjustment as discussed below. Our board of directors may decide to redeem the rights in whole, but not in part, for $.01 per right at any time before a person or group of affiliated or associated persons acquires beneficial ownership of 20% or more of our common stock. Effect of Redemption As soon as our Board has redeemed the rights, holders of the rights will only have the right to receive the $.01 per right and will no longer have the right to exercise the rights. ADJUSTMENT OF PURCHASE PRICE We may adjust the purchase price that a holder must pay to exercise his right, and the number of shares of series A participating preferred stock (or other securities or property, depending on the circumstances) that are issuable when a right is exercised, to prevent the rights from being diluted. We will make these adjustments if: o there is a stock dividend on, or a subdivision, combination or reclassification of the series A participating preferred stock; -4- o we grant holders of the series A participating preferred stock some types of rights or warrants to subscribe for or purchase shares of the series A participating preferred stock or convertible securities at a price or conversion price that is less than the current market price of the series A participating preferred stock; o we distribute to series A participating preferred stock holders evidences of indebtedness or assets or subscription rights or warrants other than those referred to above. This does not include regular cash dividends we may make out of earnings or retained earnings or dividends payable in preferred stock. However, we are only required to make these adjustments if a cumulative adjustment of at least 1% of the purchase price is needed. Except for multiples of one-hundredths of series A participating preferred stock, which we may deliver in the form of depositary receipts, we will not issue fractional interests in series A participating preferred stock. Instead, we will make an adjustment in cash based on the market price of the series A participating preferred stock on the last trading day before the exercise of the rights. WHEN WE MAY ADJUST NUMBER OF RIGHTS AND INTERESTS IN OUR PREFERRED STOCK We may adjust the number of rights, and the number of one one-hundredth interests in series A participating preferred stock to be issued when the rights are exercised, before the distribution date if: o we effect a stock split of our common stock, o we declare a common stock dividend payable in common stock, or o we subdivide, consolidate or combine shares of our common stock. AMENDMENTS TO THE TERMS OF THE RIGHTS We may amend any provision of the rights agreement without the consent of holders of rights including an amendment to lower the percentage of share ownership required to trigger the exercise of the rights from 20% to the greater of: o the highest percentage of common stock that we know is beneficially owned by one person, or o 10%. However, after a person or group of affiliated or associated persons acquires beneficial ownership of 20% or more of our outstanding common stock, we may not pass any amendment that is adverse to the interests of holders of the rights. -5- TERMS OF THE PREFERRED STOCK As discussed above, a right entitles its holder to purchase one-one hundredth of a share of series A participating preferred stock. Because of the series A participating preferred stock's dividend, liquidation and voting rights, the value of each one-one hundredth of a share is intended to approximate the value of one share of common stock. Dividends and Distributions We will pay dividends and make distributions on the series A participating preferred stock only after we have done so on any other stock that has superior rights. Each share of series A participating preferred stock is entitled to a minimum quarterly dividend. This dividend rate will be the greater of: o $1.00; or o 100 times the amount per share of any dividend we declare on our common stock (other than a dividend payable in shares of our common stock or a subdivision of our common stock), subject to adjustment. We may not redeem the Preferred Stock. Liquidation If United Water Resources Inc. is liquidated, the holders of series A participating preferred stock will be entitled to receive the greater of: o $100 per share, plus accrued and unpaid dividends and distributions; or o an amount equal to 100 times the liquidation payment made for each share of common stock, subject to certain adjustments. Voting Rights Each share of series A participating preferred stock will have 100 votes on all matters that shareholders vote on, voting as one class with any other shares that have general voting rights. Merger, Consolidation, and Other Transactions If we merge, consolidate, combine or are involved in any other transaction in which shares of our common stock are exchanged for or changed into other stock or securities, cash and/or other property, each share of series A participating preferred stock will have the right to receive 100 times the amount each share of common stock receives. -6- All of the above features of the series A participating preferred stock are protected against dilution. EFFECT OF THE RIGHTS The rights inhibit the possibility of a takeover because they will dilute the interest of anyone who attempts to acquire the company without our board of directors' approval (unless the acquiring person's offer requires acquisition of a significant number of rights). However, because we may redeem the rights before anyone obtains beneficial ownership of 20% of more of our shares, the rights will not interfere with any merger or consolidation that our board of directors approves. A copy of the rights agreement is attached as Exhibit 1. We do not claim that this description of the rights is complete. We qualify the description by referring to the rights agreement, which we also incorporate herein by reference. Item 2. Exhibits Number Description 1. Rights Agreement dated as of July 12, 1989 between United Water Resources Inc. and First Chicago Interstate Bank, Ltd., which includes the form of Certificate of Amendment creating the Series A Participating Preferred Stock, without par value, as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 1 to United Water Resources Inc.'s Form 8-A dated July 26, 1989). 2. Amendment No. 1 dated as of September 15, 1993 between United Water Resources Inc. and First Interstate Bank of California as successor to the trust business of First Interstate Bank, Ltd.* 3. Amendment No. 2 dated as of July 30, 1999 between United Water Resources Inc. and ChaseMellon Shareholder Services, LLC as successor to the trust business of First Interstate Bank, Ltd.* 4. Press release of United Water Resources Inc. dated July 30, 1999 (incorporated by reference to Exhibit 99.1 to United Water Resources Inc.'s Form 8-K filed August 2, 1999). * Filed herewith. -7- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. UNITED WATER RESOURCES INC. (Registrant) Date: August 3, 1999 By: /s/ Donald Correll ------------------- Name: Donald Correll Title: Chief Executive Officer -8- EXHIBIT INDEX Number Description 1. Rights Agreement dated as of July 12, 1989 between United Water Resources Inc. and First Chicago Interstate Bank, Ltd., which includes the form of Certificate of Amendment creating the Series A Participating Preferred Stock, without par value, as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 1 to United Water Resources Inc.'s Form 8-A dated July 26, 1989). 2. Amendment No. 1 dated as of September 15, 1993 between United Water Resources Inc. and First Interstate Bank of California as successor to the trust business of First Interstate Bank, Ltd.* 3. Amendment No. 2 dated as of July 30, 1999 between United Water Resources Inc. and ChaseMellon Shareholder Services, LLC as successor to the trust business of First Interstate Bank, Ltd.* 4. Press release of United Water Resources Inc. dated July 30, 1999 (incorporated by reference to Exhibit 99.1 to United Water Resources Inc.'s Form 8-K filed August 2, 1999) * Filed herewith. -9- EX-4.1 2 RIGHTS OF SECURITY HOLDERS AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1, dated as of September 15, 1993 (this "Amendment"), between United Water Resources Inc., a New Jersey corporation (the "Company"), and First Interstate Bank of California (the "Rights Agent"), as successor to the trust business of First Interstate Bank, Ltd., to the Rights Agreement, dated as of July 12, 1989 (the "Rights Agreement"), between the Company and the Rights Agent. WHEREAS, the Company and the Rights Agent have entered into the Rights Agreement; WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors deems it in the best interests of the Company and its shareholders, necessary and desirable, and consistent with and for the purpose of fulfilling the objectives of the Company's Board of Directors in authorizing the execution of the Rights Agreement, to amend the Rights Agreement as set forth below. NOW THEREFORE, in consideration of the premises and the mutual promises set forth herein and in the Rights Agreement, the parties hereto agree as follows: Section 1. The definition of "Acquiring Person" contained in Section 1(a) of the Rights Agreement is hereby amended to read in its entirety as follows: "Acquiring Person" shall mean any Person (as hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as hereinafter defined) of 20% or more of the Common Shares of the Company then outstanding, but shall not include the Company, any Subsidiary (as hereinafter defined) of the Company, any employee benefit plan of the Company or of any -1- Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan, or Lyonnaise (as hereinafter defined). Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 20% or more of the Common Shares of the Company then outstanding; provided, however, that if a Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan, or Lyonnaise) becomes the Beneficial Owner of 20% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such purchase by the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to be an "Acquiring Person"; provided, further, however, that no stockholder of the Company shall be deemed to be an Acquiring Person as a result of the execution, delivery or performance by the Company of the Merger Agreement (as hereinafter defined) or the consummation of the transactions contemplated thereby. Section 2. Section 1 of the Rights Agreement is hereby amended to add the new subsections (p), (q) and (r) which read in their entirety as follows: (p) "Lyonnaise" shall mean Lyonnaise des Eaux- Dumez, a French corporation, or any Affiliate or Associate thereof (including, without limitation, Lyonnaise American Holding Inc., a Delaware corporation). (q) "Merger Agreement" shall mean the Agreement and Plan of Merger, dated as of September 15, 1993, between the Company and GWC Corporation, a Delaware corporation. (r) "Governance Agreement" shall mean the governance agreement to be executed by Lyonnaise and the Company pursuant to the Merger Agreement upon the consummation of the transactions contemplated thereby. Section 3. Section 3(a) of the Rights Agreement is hereby amended to read in its entirety as follows: (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth day after -2- the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan, or Lyonnaise) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan, or Lyonnaise) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 20% or more of the then outstanding Common Shares (including any such tenth day which is after the date of this Agreement and prior to the issuance of the Rights: the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares; provided, however, that there shall be no Distribution Date as a result of the execution, delivery or performance by the Company of the Merger Agreement or the consummation of the transactions contemplated thereby (including, without limitation, the exercise by Lyonnaise of any of its rights pursuant to the Governance Agreement). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Section 4. Section 11(a)(iii) of the Rights Rights Agreement is hereby amended to read in its entirety as follows: (iii) The right to buy Common Shares of the Company pursuant to subparagraph (ii) of this -3- paragraph (a) shall not arise as a result of (x) the execution, delivery or performance by the Company of the Merger Agreement or the consummation of the transactions contemplated thereby (including, without limitation, the exercise by Lyonnaise of any of its rights pursuant to the Governance Agreement) or (y) any Person becoming an Acquiring Person through a purchase of Common Shares pursuant to a tender offer made in the manner prescribed by Section 14(d) of the Exchange Act and the rules and regulations promulgated thereunder; provided, however, that (A) such tender offer shall provide for the acquisition of all of the outstanding Common Shares held by any Person other than such Person and its Affiliates for cash and (B) such purchase shall cause such Person, together with all Affiliates and Associates of such Person, to be the Beneficial Owner of 80% or more of the Common Shares then outstanding. Section 5. Section 13(a) of the Rights Agreement is hereby amended to read in its entirety as follows: Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person (other than pursuant to the Merger Agreement), (b) any Person shall consolidate with the Company, or merge with and into the Company (other than pursuant to the Merger Agreement) and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities (other than Common Shares) of any Person (including the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions (other than pursuant to the Merger Agreement), assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredth interests in a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the company as successor thereto or as the surviving -4- corporation) as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredth interests in a Preferred Share for which a Right is then exercisable and (B) dividing that product by 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. Section 6. Section 26 of the Rights Agreement is hereby amended to delete the reference to First Interstate Bank, Ltd. and its address on the seventeenth through the twenty-second lines thereof and to insert in lieu thereof the following: First Interstate Bank of California Stock Transfer Administration 707 Wilshire Boulevard - WII-2 Los Angeles, California 90017 Section 7. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, -5- amend or in any way affect any of the terms, conditions, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Section 8. This Amendment shall be deemed to be a contract made under the laws of the State of New Jersey and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. Section 9. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. -6- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed and attested, all as of the date first above written. UNITED WATER RESOURCES, INC. By: /s/ Donald Correll Name: Donald Correll Title: Chief Executive Officer Attest: By: /s/ Richard McGlynn Title: Vice President and General Counsel FIRST INTERSTATE BANK OF CALIFORNIA By: /s/ C. Deane Henley Name: C. Deane Henley Title: Vice President Attest: By: /s/ Barbara J. Mauer Title: Assistant Vice President -7- EX-4.2 3 RIGHTS OF SECURITY HOLDERS AMENDMENT NO. 2 TO RIGHTS AGREEMENT Amendment No. 2, dated as of July 30, 1999 (this "Amendment"), between United Water Resources Inc., a New Jersey Corporation (the "Company"), and ChaseMellon Shareholder Services, LLC (the "Rights Agent"), as successor to the trust business of First Interstate Bank, Ltd., to the Rights Agreement, dated as of July 12, 1989 (the "Rights Agreement"), between the Company and the Rights Agent. WHEREAS, the Company and the Rights Agent have entered into the Rights Agreement; WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors deems it in the best interests of the Company and its shareholders, necessary and desirable, and consistent with and for the purpose of fulfilling the objectives of the Company's Board of Directors in authorizing the execution of the Rights Agreement, to amend the Rights Agreement as set forth below. NOW THEREFORE, in consideration of the premises and the mutual promises set forth herein and in the Rights Agreement, the parties hereto agree as follows: Section 1. Section 2 of the Rights Agreement is hereby amended to read in its entirety as follows: "Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-rights agents as it may deem necessary or desirable." Section 2. Section 7(a) of the Rights Agreement is hereby amended by amending clause (i) thereof to read in its entirety as follows: "(i) The Close of Business on April 22, 2006 (the "Final Expiration Date"),." 1 Section 3. Section 20(c) of the Rights Agreement is hereby amended by adding the following sentence as the second sentence: "Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage." Section 4. Section 23 of the Rights Agreement is hereby amended by (i) deleting subsection (c) thereof in its entirety, and (ii) amending subsection (a) thereof to read in its entirety as follows: "(a) The Rights may be redeemed by action of the Board of Directors pursuant to subsection (b) of this Section 23 and shall not be redeemed in any other manner." Section 5. Section 26 of the Rights Agreement is hereby amended to delete the reference to First Interstate Bank of California and its address on the seventeenth through the twenty-second lines thereof and to insert in lieu thereof the following: ChaseMellon Shareholder Services, LLC 85 Challenger Road Ridgefield, New Jersey 07660 Section 6. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. 2 Section 7. This Amendment shall be deemed to be a contract made under the laws of the State of New Jersey and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such state. Section 8. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterpart shall together constitute but one and the same instrument. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed and attested, all as of the date first above written. UNITED WATER RESOURCES, INC. By: /s/ Donald Correll Name: Donald Correll Title: Chief Executive Officer Attest: By:/s/ Richard McGlynn Title: Vice President and General Counsel CHASEMELLON SHAREHOLDER SERVICES, LLC By: /s/ Gary R. Dalessandro Name: Gary R. Dalessandro Title: Vice President Attest: By: /s/ Marie Sandauer Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----