-----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, EcPntYNXb6g+hL5k9Omij+RjfvGch87PPJeq8UXZCz5w9tijCpxeXY6wu0PxM6UT jVXY60AbHtt0xKQ48gZiYg== 0000950130-97-002971.txt : 19970630 0000950130-97-002971.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950130-97-002971 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970627 EFFECTIVENESS DATE: 19970627 SROS: NONE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30229 FILM NUMBER: 97631805 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 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 27, 1997 Registration No.____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______ UNITED WATER RESOURCES INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW JERSEY 22-2441477 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
200 OLD HOOK ROAD HARRINGTON PARK, NEW JERSEY 07640 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) UNITED WATER RESOURCES INC. MANAGEMENT INCENTIVE PLAN (FULL TITLE OF THE PLAN) ALLAN D. SHAKLEY 200 OLD HOOK ROAD HARRINGTON PARK, NEW JERSEY 07640 (NAME AND ADDRESS OF AGENT FOR SERVICE) TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE (201) 784-9434 ___________________ THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL ORDERS, NOTICES AND OTHER COMMUNICATIONS WITH RESPECT TO THIS REGISTRATION STATEMENT TO: JOSEPH L. SEILER III, ESQ. LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. 125 WEST 55TH STREET NEW YORK, NEW YORK 10019 APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: On or after the effective date of this Registration Statement CALCULATION OF REGISTRATION FEE ================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------ Common Stock, no par 1,500,000 17.31 $25 ,965,000 $7,868.18 value Shares Series A Participating 1,500,000 ______ _____ _____ Preferred Stock Purchase rights Rights - ---------------------------
(1) An additional indeterminable number of share are also being registered to cover any adjustments required by antidilution provisions in the number of share issuable upon the exercise of options granted under the Company's Management Incentive Plan. (2) Estimated solely for the purposes of calculating the Registration Fee pursuant to Rule 457(h), based on the average of the high and low prices of the Company's Common Stock reported on the New York Stock Exchange composite trading tape of 17.31 per share on June 23, 1997. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents which have been filed by United Water Resources Inc. (the "Company") with the Securities and Exchange Commission are incorporated by reference as of their respective dates and are a part hereof: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1996; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (c) The description of the Company's Common Stock, no par value (the "Common Stock"), contained in the Registration Statement on Form 8-B of the Company, filed October 11, 1983 pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), as updated by pertinent information furnished in subsequent reports filed pursuant to Section 13 of the Exchange Act; and (d) The description of the Company's Preferred Share Purchase Rights, no par value (the "Rights"), contained in the Registration Statement on Form 8-A of the Company, filed July 25, 1989 pursuant to the Exchange Act, as updated by pertinent information furnished in subsequent reports filed pursuant to Section 13 of the Exchange Act. Additionally, all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all shares of Common Stock (including Rights relating thereto) offered hereby ("Shares") have been sold or that deregisters all Shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company is incorporated in New Jersey and is subject to New Jersey law covering indemnification of any officer or director who has been or is threatened to be made a party to any legal proceeding by reason of service to the company. New Jersey law provides that indemnification will be made to any officer or director who has been successful "on the merits" or "otherwise" with respect to the defense of any such proceeding, but does not require indemnification in any other circumstance. New Jersey law permits the advancing of expenses incurred in defending such a proceeding upon the giving of an undertaking to repay such sums by the indemnified officer or director in the event it is later determined that such officer or director should not have been indemnified. New Jersey law also permits the Company to procure insurance on behalf of its officers and directors against any liability asserted against or incurred by the officer or director, even if the Company would not otherwise have the power under applicable law to indemnify the officer or the director for such expenses. In accordance with the New Jersey Business Corporation Act, a provision of the Company's Restated Certificate of Incorporation eliminates personal liability of directors and officers to the Company or its shareholders for damages for breach of any duty owned to the Company or its shareholders to the fullest extent permissible by law. However, this provision does not relieve a director or officer from liability for any breach of duty based upon an act or omission (1) in breach of such person's duty of loyalty to the Company or its shareholders, (2) not in good faith or involving a knowing violation of law, or (3) resulting in receipt by such person of an improper personal benefit. The By-laws of the Company and indemnification agreements between the Company and each of its directors and officers provide for indemnification of directors and officers against certain liabilities arising out of their service in such capacities to the fullest extent permissible by law. The indemnification agreements between the Company and each of its directors and officers are intended to provide a contractual right to indemnification notwithstanding any future amendment of the By-laws of the Company and provide for the indemnification of directors and officers for liabilities that may relate to acts or omissions that occurred prior to the date of such indemnification agreements. The By-laws of the Company presently authorize the Company to enter into indemnification agreements providing similar rights to any future director or officer of the Company or to any person who serves as an officer, director or key employee of other corporations or entities at the request of the Company. The Company also has policies of insurance which, among other things, provide officers' and directors' liability coverage, individually or collectively, up to an annual aggregate limit of $50,000,000. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. EXHIBIT NO. 3(a) - Restated Certificate of Incorporation of United Water Resources Inc., dated July 14, 1987. (Filed as Exhibit 4(b) to Registration Statement No. 33-20067). 3(b) - Certificate of Correction to Restated Certificate of Incorporation of United Water Resources Inc., dated August 13, 1987. (Filed as Exhibit 4(c) to Registration Statement No. 33- 20067). 3(c) - Certificate of Amendment to the Restated Certificate of Incorporation of United Water Resources Inc., dated April 22, 1994, amending Articles 5, 6, 7 and 9. (Filed as Exhibit 3(c)) to Registration Statement No. 33-61617) 3(d) - Certificate of Amendment to the Restated Certificate of Incorporation of United Water Resources Inc., dated June 3, 1997, amending Article 5(a). 3(e) - Amended By-laws of United Water Resources Inc. dated as of March 10, 1994. (Filed as Exhibit 4(1) to Form 10-K for the year ended December 31, 1993). 4(a) - Certificate of Amendment to the Rested Certificate of Incorporation of United Water Resources Inc., dated April 22, 1994, for Series A Cumulative Convertible Preference Stock of United Water Resources Inc. (Filed as Exhibit 4(a) to Registration Statement No. 33-61617). 4(b) - Certificate of Amendment to the Restated Certificate of Incorporation of United Water Resources Inc., dated April 22, 1994, for Series B 7 5/8% Cumulative Preferred Stock of United Water Resources Inc. (Filed as Exhibit 4(b) to Registration Statement No. 33-61617). 4(c) - United Water Resources Inc. Management Incentive Plan. 4(d) - Specimen of United Water Resources Inc. Common Stock. (Filed as Exhibit 4(d) to Registration Statement No. 2-90540). 4(e) - Rights Agreement, dated as of July 12, 1989, between United Water Resources Inc. and First Interstate Bank, Ltd. (Filed as Exhibit 4(c) to Registration Statement No. 33-32672). 4(f) - Governance Agreement between United Water Resources Inc. and Lyonnaise American Holding, Inc., dated April 22, 1994. (Filed in Appendix A to Registration Statement No. 33-51703). 4(g) - Amendment No. 1 to Governance Agreement between United Water Resources Inc. and Lyonnaise American Holding, Inc., dated June 27, 1996. 5(a) - Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. 23(a) - Consent of Price Waterhouse LLP. 23(b) - Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (Contained in their opinion filed as Exhibit 5(a)). 24(a) - Powers of Attorney (included in signature page). 24(b) - Certified copies of the resolutions of the Board of Directors. ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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) If the registrant is a foreign private issuer, to file a post- effective amendment of the Registration Statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering. (b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expense incurred or paid by director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant 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 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Harrington Park, County of Bergen, State of New Jersey, on this 27th day of June, 1997. UNITED WATER RESOURCES INC. (Registrant) By /s/Donald L. Correll -------------------- (Donald L. Correll, President and Chief Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Donald L. Correll, Joseph L. Seiler III and Allan D. Shakley (with full power to each of them to act alone) his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post- effective amendments) of and supplements to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact and agent, or his substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, to all intents and purposes and as fully as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/Donald L. Correll Chairman of the Board of Directors June 27 , 1997 - ---------------------------------- (Donald L. Correll, Chairman of the Board of Directors) /s/John J. Turner - ---------------------------------- Principal Financial Officer and June 27 , 1997 (John J. Turner, Principal Accounting Officer Treasurer) /s/Edward E. Barr Director June 27 , 1997 - ---------------------------------- (Edward E. Barr) /s/Frank J. Borelli - --------------------------------- Director June 27 , 1997 (Frank J. Borelli) /s/Thierry Bourbie Director June 27 , 1997 - ------------------------------------- (Thierry Bourbie)
/s/Lawrence R. Codey Director June 27 , 1997 - ------------------------- (Lawrence R. Codey) /s/Peter Del Col Director June 27 , 1997 - ------------------------- (Peter Del Col) /s/Robert L. Duncan Jr. Director June 27 , 1997 - ------------------------- (Robert L. Duncan, Jr.) /s/Jon F. Hanson Director June 27 , 1997 - ------------------------- (Jon F. Hanson) /s/Douglas Hawes Director June 27 , 1997 - ------------------------- (Douglas Hawes) /s/George F. Keane Director June 27 , 1997 - ------------------------- (George F. Keane) /s/Dennis M. Newnham Director June 27 , 1997 - ------------------------- (Dennis M. Newnham) - ------------------------- Director , 1997 (Jacques F. Petry) /s/Marcia L. Worthing Director June 27 , 1997 - ------------------------- (Marcia L. Worthing)
EXHIBITS. EXHIBIT NO. 3(a) - Restated Certificate of Incorporation of United Water Resources Inc., dated July 14, 1987. (Filed as Exhibit 4(b) to Registration Statement No. 33-20067). 3(b) - Certificate of Correction to Restated Certificate of Incorporation of United Water Resources Inc., dated August 13, 1987. (Filed as Exhibit 4(c) to Registration Statement No. 33- 20067). 3(c) - Certificate of Amendment to the Restated Certificate of Incorporation of United Water Resources Inc., dated April 22, 1994, amending Articles 5, 6, 7 and 9. (Filed as Exhibit 3(c)) to Registration Statement No. 33-61617) 3(d) - Certificate of Amendment to the Restated Certificate of Incorporation of United Water Resources Inc., dated June 3, 1997, amending Article 5(a). 3(e) - Amended By-laws of United Water Resources Inc. dated as of March 10, 1994. (Filed as Exhibit 4(1) to Form 10-K for the year ended December 31, 1993). 4(a) - Certificate of Amendment to the Rested Certificate of Incorporation of United Water Resources Inc., dated April 22, 1994, for Series A Cumulative Convertible Preference Stock of United Water Resources Inc. (Filed as Exhibit 4(a) to Registration Statement No. 33-61617). 4(b) - Certificate of Amendment to the Restated Certificate of Incorporation of United Water Resources Inc., dated April 22, 1994, for Series B 7 5/8% Cumulative Preferred Stock of United Water Resources Inc. (Filed as Exhibit 4(b) to Registration Statement No. 33-61617). 4(c) - United Water Resources Inc. Management Incentive Plan. 4(d) - Specimen of United Water Resources Inc. Common Stock. (Filed as Exhibit 4(d) to Registration Statement No. 2-90540). 4(e) - Rights Agreement, dated as of July 12, 1989, between United Water Resources Inc. and First Interstate Bank, Ltd. (Filed as Exhibit 4(c) to Registration Statement No. 33-32672). 4(f) - Governance Agreement between United Water Resources Inc. and Lyonnaise American Holding, Inc., dated April 22, 1994. (Filed in Appendix A to Registration Statement No. 33-51703). 4(g) - Amendment No. 1 to Governance Agreement between United Water Resources Inc. and Lyonnaise American Holding, Inc., dated June 27, 1996. 5(a) - Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. 23(a) - Consent of Price Waterhouse LLP. 23(b) - Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (Contained in their opinion filed as Exhibit 5(a)). 24(a) - Powers of Attorney (included in signature page). 24(b) - Certified copies of the resolutions of the Board of Directors. EX-3.D 2 CERTIFICATE OF AMENDMENT TO RESTATED CERT OF INC. EXHIBIT 3(d) CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF UNITED WATER RESOURCES INC. TO: THE SECRETARY OF STATE STATE OF NEW JERSEY Pursuant to the provisions of Sections 14A:9-2(4) and 14A:9-4(3) of the New Jersey Business Corporation Act, the undersigned corporation executes the following Certificate of Amendment to its Restated Certificate of Incorporation: 1. The name of the corporation is United Water Resources Inc. (hereinafter called the "Corporation"). 2. The following amendment to Article 5(a) of the Restated Certificate of Incorporation of the Corporation was approved by the Board of Directors and thereafter was duly adopted by the shareholders of the Corporation on the 12th day of May, 1997: "5. The shares of capital stock which the Corporation has authority to issue shall consist of the following: (a) Common Stock divided into 100,000,000 shares, without par value," 3. As a result of the amendment, Article 5 of the Corporation's Restated Certificate of Incorporation reads in its entirety as follows: "5. The shares of capital stock which the Corporation has authority to issue shall consist of the following: (a) Common Stock divided into 100,000,000 shares, without par value, (b) Preferred Stock divided into 1,000,000 shares, without par value, and (c) Preference Stock divided into 5,000,000 shares, without par value." 4. The total number of shares entitled to vote on the adoption of the amendment was 35,993,160 shares of Common Stock of the Corporation. 5. The number of shares of Common Stock voted for, voted against and abstaining from the vote on the amendment was as follows:
NUMBER OF SHARES NUMBER OF SHARES VOTED FOR VOTED AGAINST NUMBER OF SHARES AMENDMENT AMENDMENT ABSTAINING 28,110,764 1,759,070 461,750
6. The effective date of this Certificate of Amendment to the Corporation's Restated Certificate of Incorporation shall be the date of filing hereof in the office of the Secretary of State of New Jersey. UNITED WATER RESOURCES INC. By: /s/ Donald L. Correll ----------------------------------- Donald L. Correll Chairman, President and Chief Executive Officer Dated: June 3, 1997 EX-4.C 3 MANAGEMENT INCENTIVE PLAN EXHIBIT 4(c) UNITED WATER RESOURCES, INC. MANAGEMENT INCENTIVE PLAN DOCUMENT JANUARY 23, 1997 UNITED WATER RESOURCES MANAGEMENT INCENTIVE COMPENSATION PLAN --------------------------------------
1. PURPOSE.........................................................3 2. DEFINITIONS.....................................................3 3. ADMINISTRATION..................................................4 4. ELIGIBILITY.....................................................4 5. TARGET INCENTIVE AWARDS.........................................4 6. TYPES OF AWARDS.................................................4 Performance Cash Awards.........................................4 Stock Options...................................................5 Dividend Units..................................................5 Performance Shares..............................................6 7. TIMING OF PAYMENTS..............................................6 8. SHARES RESERVED.................................................6 9. AMENDMENTS......................................................7 10. OTHER PROVISIONS................................................7 11. EFFECTIVE DATE..................................................7
UNITED WATER RESOURCES, INC. MANAGEMENT INCENTIVE PLAN 1. PURPOSE The objectives of the Management Incentive Plan (the "Plan") are to promote the success of United Water Resources, Inc. (the "Company") and its Affiliates by: 1.1 Linking incentive opportunities to the performance of the Company in meeting shareholder and customer goals; 1.2 Supporting the planning and goal setting process; and, 1.3 Offering compensation opportunities that will assist the Company in recruiting and retaining top performing executives from both within and outside of the water utility industries. 2. DEFINITIONS 2.1 "Affiliate" means: 2.1.1 A member of a controlled group of corporations of which the Company is a member or; 2.1.2 Any corporation, or unincorporated trade or business in which the Company has an ownership interest of at least 25% of the equity value of the entity. For purposes hereof, a "controlled group of corporations" shall mean a controlled group of corporations as defined in Section 1563(a) of the Code determined without regard to Section 1563(a)(4) and (e)(3)(C) of the Code. 2.2 "Award" means the grant of a Stock Option, Dividend Unit, Performance Share or cash payment pursuant to the Plan. 2.3 "Board" means the Board of Directors of the Company. 2.4 "Code" means the Internal Revenue Code of 1986, as from time to time amended. 2.5 "Committee" means the Compensation Committee of the Board of Directors of the Company. 2.6 "Common Stock" means the common stock of the Company. 2.7 "Company" means United Water Resources, Inc., a New Jersey corporation, its successors and assigns, and its Affiliates. 2.8 "Dividend Unit" means a right to receive, in accordance with the provisions of the Plan, a payment equal to the dividends that are paid on a share of Common Stock of the Company for a stated period of time. 2.9 "Fair Market Value" means the value of the Company's Common Stock on the New York Stock Exchange as of the close of the trading day. 2.10 "Fiscal Year" means the calendar year. 2.11 "Non-Qualified Stock Option" means the right to purchase a share of the Common Stock of the Company at a fixed price for a specified period of time, as determined by the Committee. These options are not meant to qualify under Section 422 of the Code. 2.12 "Normal Retirement" means termination of employment with the Company with an immediate pension benefit being paid by the Company. 2.13 "Participant" means an employee of the Company, selected by the Committee to participate in the Plan. 2.14 "Performance Share" means a share of Common Stock granted to a Participant, the vesting of which is subject to performance conditions established by the Committee. 2.15 "Plan" means this Management Incentive Plan as originally adopted or amended. 2.16 "Plan Year" means the calendar year. 3. ADMINISTRATION 3.1 The Plan shall be administered by the Committee, subject to such requirements for review and approval by the Board, as the Board may establish. In all areas not specifically reserved by the Board for its review and approval, decisions of the Committee concerning the Plan shall be binding on the Company and on all eligible Participants. 3.2 No member of the Committee shall be eligible to participate in the Plan. 3.3 The Committee shall have the power and authority to adopt, amend, and rescind administrative guidelines, rules and regulations pertaining to the Plan, to accept, modify or reject recommendations of the Chief Executive Officer, to set final Awards and to interpret and rule on any questions pertaining to any provision of the Plan. 4. ELIGIBILITY 4.1 Company officers and other key employees of the Company who are recommended annually by the Chief Executive Officer and who are approved by the Committee, will be eligible for Awards granted under the terms of the Plan. Eligibility may vary from year to year, and participation in one Plan Year does not guarantee continued employment by the Company or participation in the Plan in subsequent Plan Years. 4.2 No Director of the Company who is not also an employee of the Company shall be eligible for any Award pursuant to the Plan. 5. TARGET INCENTIVE AWARDS 5.1 Prior to the beginning of the Plan Year, the Chief Executive Officer shall recommend to the Committee for its approval, and the award level which shall be used to calculate Awards for Plan Participants. 5.2 The Chief Executive Officer shall recommend the manner in which each Participant's Award shall be allocated to corporate and individual performance results and among cash, stock options, Dividend Units, and Performance Shares. 6. TYPES OF AWARDS The following types of Awards may be granted under the terms of the Plan: Performance Cash Awards, Stock Options, Performance Shares and Dividend Units. The Committee, in its sole discretion shall determine the types of Awards that will be granted to Participants under the Plan. 6.1 Performance Cash Awards. Performance objectives will be established for each Participant for each Plan Year, consistent with the Company's strategic plans, that define the level of performance required for Participants to earn their target Awards. 6.1.1 Prior to every Plan Year, the Chief Executive Officer shall recommend one or more corporate performance goals for approval by the Board. 6.1.2 In addition to corporate performance goals, the Plan shall provide for individual performance goals to be established for each Participant for each Plan Year. All individual performance goals shall be subject to approval by the Chief Executive Officer and review by the Committee. 6.1.3 The individual performance goals of the Chief Executive Officer shall be subject to review and approval by the Committee. 6.1.4 The Chief Executive Officer shall make recommendations to the Committee regarding actual cash performance Award payments as soon as practicable following the conclusion of the Plan Year. Such recommendations shall be based on achieved levels of performance as measured against the performance objectives adopted for each portion of the Award. 6.1.5 Performance standards. defining the minimum level of performance required to earn a Performance Cash Award and the level of performance required to earn the maximum Performance Cash Award, shall be approved by the Board for the corporate portion of the Performance Cash Award prior to the beginning of each Plan Year. Performance standards for individual Performance Cash Awards shall be approved by the Committee for the Chief Executive Officer, and by the Chief Executive Officer for all other eligible positions before the beginning of each Plan Year. 6.1.6 Payment may vary from these pre-established performance standards if the Committee determines at the end of the Plan Year that unique and extraordinary circumstances have occurred and an adjustment to the award schedule is required to achieve the purposes of the Plan. 6.1.7 If the employment of a Participant is terminated during a Plan Year, or if an employee becomes a Participant after the beginning of a Plan Year, the Chief Executive Officer shall have the sole and complete authority to determine the extent, if any, and the conditions under which an Award shall be paid to the Participant. If a Participant's employment terminates during the course of the year, he or she will generally not be eligible for an Award unless the Chief Executive Officer determines otherwise. 6.1.7.1 The following provisions apply to a Participant who is terminated by the Company unless otherwise decided by the Committee: 6.1.7.1.1 If the termination occurs in the first six months of the Plan Year, no Award is payable; 6.1.7.1.2 If the Participant is terminated in the second half of the Plan Year, for any reason other than cause, he or she shall be entitled to any individual Award earned for the completed individual objectives and a pro- rated share of the corporate portion of the Award, paid at the time Awards are paid to active Participants. 6.1.7.2 No Award is generally paid to a Participant who voluntarily leaves the Company in the course of the Plan Year. 6.2 Stock Options: The Committee may grant Non-Qualified Stock Options to a Participant of the Plan. 6.2.1 The option price per share shall not be less than the Fair Market Value of the Common Stock on the date of the grant. 6.2.2 Stock Options may be exercised with cash, stock, or a combination of the two, provided that if shares acquired pursuant to the exercise of a stock option are used, such shares shall be held by the Participant for a period of at least six months before their tender to exercise additional option shares. 6.2.3 No option shall be for a term of more than ten years from the date of the grant. 6.2.4 In the case of Normal Retirement, death or disability, a Participant or his or her beneficiary shall have a period equal to the remaining term of the option or five years, whichever is shorter to exercise any outstanding options. 6.2.5 If employment is terminated for any other reason, any outstanding stock options shall expire on the Participant's termination date. 6.2.6 No Participant may receive more than 100,000 stock options in a single Plan Year. 6.3 Dividend Units: The Committee may grant Dividend Units to a Participant in the Plan. 6.3.1 The amount payable to a Participant in respect to a Dividend Unit shall be equal to the aggregate dividends payable on a share of Common Stock during the term of the Dividend Unit. A Participant shall be deemed to have held a Dividend Unit from the date of the Award. 6.3.2 The term of a Dividend Unit shall be established by the Committee at the time of the Award and specified in the related grant letter to the Participant. 6.3.3 The amount payable to a Participant in respect of a Dividend Unit shall be paid by the Company to a Participant at the end of the term of the Dividend Unit. 6.3.4 If a Participant is terminated by the Company unless otherwise decided by the Committee, he or she shall receive the current value of his or her Dividend Units. 6.3.5 No Dividend Units are generally paid to a Participant who voluntarily leaves the Company. 6.4 Performance Shares: The Committee may grant Performance Shares to Participants in the Plan. 6.4.1 Prior to the beginning of a Plan Year, the Chief Executive Officer shall recommend the performance period and one or more performance goals to the Committee. 6.4.2 At the time of the grant, the Committee shall determine: 6.4.2.1 The performance period; 6.4.2.2 The performance goal or goals to be achieved for Awards to be payable. 6.4.3 At the end of the performance period, the Committee shall determine the level of performance versus the goal, and the portion of the Performance Shares, if any, which shall be payable to the Participants. 6.4.4 Shares earned shall be paid as soon as practicable following the end of the performance period. 6.4.5 Awards may be paid in cash or Common Stock of the Company, or any combination of the two in the sole discretion of the Committee. 7. TIMING OF PAYMENTS 7.1 All cash Awards shall be paid as soon as practicable after the end of the Plan Year to which the Award relates. 7.2 The Committee may, in its discretion, provide for the deferral of cash Awards. The Committee shall have full discretion as to timing and payment of the deferrals, and what rate of return, if any, shall be credited to such deferrals, provided, however: 7.2.1 Any election by a Participant to defer an Award must be made prior to the commencement of the Plan Year to which the Award pertains. 7.2.2 The Committee may take no action which would result in the Plan being subject to the provisions of the Employee Retirement Income Security Act of 1974 as amended. 8. SHARES RESERVED 8.1 Any shares remaining pursuant to the 1993 Management Incentive Plan shall be allocated to this Plan. 8.2 Each Fiscal Year, including the year in which the Plan is first adopted, the Company shall add to the shares reserved under the Plan One and One-quarter percent (1.25%) of the issued Common Stock of the Company. 8.3 Common Stock may be issued from authorized but unissued shares or out of shares held in the Company's treasury, or both. 9. AMENDMENTS All amendments to the Plan shall be in writing and shall be effective when approved by the Board, provided that no amendment shall be made to increase the number of shares of Common Stock authorized or available under the Plan. 10. OTHER PROVISIONS 10.1 Corporate and individual performance objectives, the manner in which performance cash Awards may be earned and the stock options, Dividend Units and Performance Shares granted shall be communicated to the Participant at the beginning of the Plan Year. The actual performance cash Award earned shall be communicated to the Participant as soon as practicable after the end of the Plan Year. The actual number of Performance Shares earned shall be communicated to the Participant as soon as practicable after the end of a performance period. 10.2 The following provisions shall apply to all Common Stock, stock options, Performance Shares and Dividend Units authorized for issuance under the Plan. 10.2.1 In the event of a stock split, stock dividend, or other subdivision or combination of the Common Stock of the Company, the number of shares of Commons Stock authorized under the Plan shall be adjusted proportionately. Similarly, in any event above mentioned, there will be a proportionate adjustment in the number and exercise price of shares of Common Stock subject to unexercised stock options, Performance Shares and Dividend Units. 10.2.2 If the outstanding shares of Common Stock are changed or converted into or exchanged or exchangeable for a different number or class of shares or other security of the Company or of another corporation by reason of a reorganization, merger, consolidation, reclassification, or combination, an appropriate adjustment shall be made by the Board in the number and kind of shares for which options, Dividend Units or Performance Shares were granted pursuant to the Plan. 10.3 No performance cash Award, Stock Option, Dividend Unit or Performance Share awarded shall be construed as imposing an obligation on the Company to continue the Participant's employment with the Company. 10.4 No performance cash Award, stock option, Dividend Unit, or Performance Share awarded pursuant to the Plan shall be transferable or assignable by a Participant other than by will or laws of descent and distribution, and during the lifetime of the Participant shall be exercisable by, and payable only to the Participant. 10.5 The Company shall have the right to deduct from all performance cash Awards, Dividend Units and Performance Share Awards paid hereunder any Federal, state or local taxes required by law to be withheld, and with respect to stock options to require the payment of any such taxes. 10.6 If approved by the shareholders, the Plan will become effective immediately. Performance objectives, stock options and Dividend Unit grants may be made prior to, but contingent on, shareholder approval of the Plan. 10.7 The Board may terminate the Plan at any time, but no such termination by the Board shall adversely affect the rights of the Participants under the Plan with respect to outstanding Stock Options, Dividend Units, Performance Shares and deferred performance cash Awards. 10.8 This Plan shall be construed in accordance with, and governed by, the laws of the state of New Jersey. 11. EFFECTIVE DATE This Plan shall be effective January 1, 1997, subject to shareholder approval at the Company's 1997 annual shareholder meeting. EX-4.G 4 AMENDMENT TO GOVERNANCE AGREEMENT EXHIBIT 4(g) AMENDMENT NO. 1 TO GOVERNANCE AGREEMENT This Amendment No. 1 (this "Amendment") to the Governance Agreement (as hereinafter defined), between United Water Resources Inc., a New Jersey corporation ("UWR"), and Lyonnaise American Holding, Inc., a Delaware corporation (the "Stockholder"), is dated as of June 27, 1996. WITNESSETH ---------- WHEREAS, UWR and the Stockholder are parties to a Governance Agreement dated and effective as of April 22, 1994 (the "Governance Agreement"); and WHEREAS, UWR and the Stockholder and/or certain affiliated and associated companies of such parties propose to enter into a United Kingdom partnership and certain related contractual and financial arrangements providing, among other things, for the indirect investment by UWR in the stock of Northumbrian Water Group plc which, in turn, owns the stock of certain water, waste water and other companies (said partnership and contractual and financial arrangements, and the relationships created thereby and any business and operations conducted pursuant thereto, being collectively referred herein as the "Northumbrian Transaction"); and WHEREAS, UWR is willing to enter into the Northumbrian Transaction only upon fulfillment of certain conditions, including, without limitation, the clarification of certain implications of the Northumbrian Transaction under the Governance Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto agree as follows: 1. Amendments. The Governance Agreement shall be amended as follows: ----------- (a) Section 3.5(a) The following sentence shall be added at the end of -------------- Section 3.5(a): "It is understood and agreed that Unrelated Business shall in any event exclude the Northumbrian Transaction (as defined in Amendment No. 1 to this Agreement, dated as of June 27, 1996)." (b) Section 6.1(d) The term "(ii)" in Section 6.1(d) shall be replaced -------------- with the term "(iii)", and a comma and the following phrase shall be added after the word "Closing" and before the word "or" appearing at the end of clause (i) in Section 6.1(d): "(ii) the investment or involvement of UWR or any affiliated or associated Person in the Northumbrian Transaction (as defined in Amendment No. 1 to this Agreement, dated as of June 27, 1996)". 2. Continued Effect. Except for the amendments of the Governance ----------------- Agreement provided for above, all terms, provisions, covenants, representations, warranties, agreements and conditions contained in the Governance Agreement remain in full force and effect and shall not be deemed to be waived, modified or amended hereby. 3. Effectiveness. This Amendment shall become effective upon the -------------- execution and delivery hereof by both of the parties hereto. 4. Governing Law. This Amendment shall be governed by and construed and -------------- enforced in accordance with the internal laws of the State of New Jersey. 5. Counterparts. This Amendment may be executed by the parties hereto in ------------- counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, UWR and the Stockholder have caused this Amendment to be duly executed by their respective authorized officers as of the date set forth at the head of this Amendment. UNITED WATER RESOURCES INC. By: /s/ Donald L. Correll --------------------- Name: Donald L. Correll ------------------- Title: Chairman and CEO ------------------ LYONNAISE AMERICAN HOLDING, INC. By: /s/ Joseph M. Boyle -------------------- Name: Joseph M. Boyle ------------------ Title: Vice President - Finance --------------------------- Lyonnaise represents and warrants that the agreement of Lyonnaise to this Amendment set forth below has been duly executed and delivered by Lyonnaise and, assuming due authorization and valid execution and delivery of this Amendment by UWR and the Stockholder, such Amendment is a valid and binding obligation of Lyonnaise, enforceable in accordance with its terms. Lyonnaise agrees, and agrees to cause each Lyonnaise Affiliate, to be bound by those provisions of this Amendment binding on or applying to the Stockholder or the Stockholder Affiliates. Lyonnaise des Eaux By: /s/ Guy de Panafieu ---------------------- Name: Guy de Panafieu -------------------- Title: Senior Executive Vice President ----------------------------------- EX-5.A 5 OPINION OF LEBOEUF LAMB GREENE & MACRAE LLP EXHIBIT 5(a) LeBOEUF, LAMB, GREENE & MacRAE, L.L.P. A Limited Liability Partnership Including Professional Corporations 125 West 55th Street New York, New York 10019 June 27, 1997 United Water Resources, Inc. 200 Old Hook Road Harrington Park, New Jersey 07640 Re: Registration Statement on Form S-8 , Covering 1,500,000 Shares of Common Stock, No Par Value, and 1,500,000 Series A Participating Preferred Stock Purchase Rights, To Be Issued Under Management Incentive Plan --------------------------------------------------------------------- Ladies and Gentlemen: We are acting as counsel to United Water Resources Inc. (the "Company") in connection with the Company's Management Incentive Plan (the "Plan"). This opinion is being furnished to the Company in connection with the filing of a Registration Statement by the Company under the Securities Act of 1933, as amended (the "Act"), on Form S-8 (the "Registration Statement"), providing for the registration of 1,500,000 shares of the Company's Common Stock, no par value (the "Stock"), and 1,500,000 Series A Participating Preferred Stock Purchase Rights (the "Rights"), each such Right being attached to each share of Stock, all pursuant to the Plan. In connection with this opinion, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Rights Agreement, dated as of July 12, 1989, as amended, by and between the Company and First Interstate Bank of California (formerly known as First Interstate Bank, Ltd.), as Rights Agent, together with the exhibits thereto (the "Rights Agreement"), pursuant to which the Rights were created, and such instruments, certificates, records and documents, and such matters of law, as we have deemed necessary or appropriate for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of such latter documents. As to any facts material to our opinion, we have relied upon the aforesaid Registration Statement, Rights Agreement, instruments, certificates, records and documents. We have assumed without investigation that the Rights Agent had the power and authority to execute and deliver the Rights Agreement, that such execution and delivery were duly authorized, that the Rights Agreement constitutes and will constitute the legal, valid and binding obligation of the Rights Agent, enforceable in accordance with its terms, that the form of instrument used to evidence the Rights after severance from the Common Stock would comport with the Form of Right Certificate appended as Exhibit B to the Rights Agreement and that the terms and conditions of the Rights will continue to be incorporated by reference into certificates representing the Common Stock. Upon the basis of such examination, and subject to the limitations and qualifications contained in this opinion, we are of the opinion that, when the Registration Statement becomes effective, and assuming that (i) it remains continuously effective for the purpose of the offer and sale of the Stock and the Rights, (ii) shares of the Stock are duly credited to the Plan participants by the agent for the participants and, with respect to certificated shares of the Stock, the certificates representing such shares in substantially the form currently employed and incorporating the terms of the Rights by reference are duly executed, countersigned, registered and delivered, and, in each case, the consideration therefor is received by the Company and (iii) the pertinent provisions of the Act and such "blue-sky" and securities laws as may be applicable have been complied with, (a) the Stock will be validly issued, fully- paid and non-assessable under the laws of the State of New Jersey, and (b) the Rights associated therewith will be legal and binding obligations of the Company under the laws of the State of New Jersey. We hereby consent to the use of this opinion letter as Exhibit 5(a) to this Registration Statement, and to the use of our name in the Registration Statement and the Prospectus contained in the Registration Statement and in any amendments thereof or supplements thereto. Very truly yours /s/ LeBoeuf, Lamb, Greene, & MacRae, L.L.P. EX-23.A 6 CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 20, 1997 appearing on page 27 of the United Water Resources' Annual Report on Form 10-K for the year ended December 31, 1996. /s/Price Waterhouse LLP PRICE WATERHOUSE LLP New York, NY June 27, 1997 EX-24.B 7 CERTIFIED COPIES OF THE RESOLUTIONS EXHIBIT 24(b) UNITED WATER RESOURCES INC. --------------------------- Extract from Minutes of Meeting of Board of Directors held Thursday, January 23, 1997 ------------------------------- The undersigned, Allan D. Shakley, Assistant Secretary of UNITED WATER RESOURCES INC., hereby certifies that the following is a true and correct copy of an extract from the Minutes of a meeting of the Board of Directors of UNITED WATER RESOURCES INC. held on Thursday, January 23, 1997, at which time a quorum was present and voting throughout: RESOLVED, that the Company's Management Incentive Plan be amended as recommended by the Compensation Committee on January 23, 1997. The amended Management Incentive Plan (the "Plan") will be effective January 1, 1997, subject to approval of the Company's shareholders and registration to the extent required by law; and be it further RESOLVED, that the Plan is to be an unfunded non-qualified plan; and be it further RESOLVED, that shares equal to 1.25% of the Company's issued and outstanding Common Stock, no par value per share (the "Additional Common Stock"), (every reference to the term Additional Common Stock shall include the Company's Series A Participating Preferred Stock Purchase Rights appertaining thereto), be and they hereby are added to the shares reserved for issuance in connection with the Plan each year subject to subsequent approval by the shareholders of the Company of the Plan and registration to the extent required by law; and be it further RESOLVED, that the officers of the Company be and they are, and each of them singly is, hereby authorized to cause to be prepared a Registration Statement of the Company on Form S-8 (or any other form as may be appropriate) for the registration under the Securities Act of 1933, as amended, of the Plan and the Additional Common Stock; and that the officers of the Company are hereby authorized to execute in the name and on behalf of the Company such Registration Statement and such other documents or instruments and any amendments thereto or other documents pertaining thereto, and, when so executed on behalf of the Company, and by the proper officers of the Company and a majority of its directors, to file said Registration Statement with the Securities and Exchange Commission; and be it further RESOLVED, that any and all actions by the officers of the Company, and each of them singly is, previously taken to cause to be prepared, executed and filed an application with the New York Stock Exchange, Inc. for the listing of the Additional Common Stock on such Exchange is hereby ratified and approved; ;and that the officers of the Company, and counsel to the Company, be and they are, and each of them singly is, hereby authorized to appear before officials of such Exchange with authority to make such additions, deletions or other changes in such application and to take such actions as in his discretion may be necessary to effect such listing; and be it further RESOLVED, that the Company hereby constitutes and appoints Donald L. Correll, John J. Turner, E. Ellsworth McMeen, III and Allan D. Shakley, and each of them (with full power to each of them to act alone), its true and lawful attorney-in-fact and agent for it and on its behalf and in its name, place and stead, to sign, execute and file in connection with the Plan the Registration Statement and any and all amendments and supplements thereto and documents required in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully and to all intents and purposes as this Company might or could do; and be it further RESOLVED, that the officers of the Company be and they are, and each of them singly is, hereby authorized to take any and all action and furnish any and all information which, in the judgment of the officer taking the action, is necessary, useful or appropriate in order to render eligible for offering and sale under the so-called Blue Sky or securities laws of any of the states of the United States of America the Additional Common Stock, including, but without limiting the foregoing, making applications for and obtaining permits, orders, authorizations or exemptions or effecting qualifications or registrations under such Blue Sky or securities laws whether relating to the Additional Common Stock or to the Company as an issuer, broker, dealer or seller of such securities and in that connection, executing and filing such documents, including consents to service of process or the appointment of agents to receive service of process, and making such agreements as may appear necessary, useful or appropriate; and be it further RESOLVED, that the officers of the Company be and they are, and each of them singly is, hereby authorized and directed, upon receipt by the Company of payment in full for the Additional Common Stock pursuant to the terms of the Plan, to cause to be issued on behalf of the Company, such additional Common Stock as contemplated under the Plan, all shares so issued constituting fully paid and non-assessable shares; and be it further RESOLVED, that the proceeds from the sale of Additional Common Stock be used for general corporate purposes; and be it further RESOLVED, that ChaseMellon Shareholder Services L.L.C., Transfer Agent for shares of Common Stock of the Company, is hereby authorized and requested to issue, countersign and deliver, in accordance with the order or orders of the Company evidenced by a writing or writings signed by the Company's Chairman of the Board of Directors, the President, the Treasurer, the Secretary or any Assistant Secretary certificates for up to a cumulative total of 1.25% of Company's issued and outstanding Common Stock, no par value per share per year of the Plan, to the extent certificates are required pursuant to the Plan; and be it further RESOLVED, that ChaseMellon Shareholder Services L.L.C., Registrar for shares of Common Stock of the Company, is hereby authorized and requested to register and countersign certificates for the Additional Common Stock when issued and countersigned by the Transfer Agent; and be it further RESOLVED, that when and as certificates of the Additional Common Stock of the Company may hereafter be surrendered to ChaseMellon Shareholder Services L.L.C., as Transfer Agent for the Company's Common Stock, properly endorsed for transfer, said Bank is hereby authorized and requested to issue and countersign new certificates for the same number of shares of Common Stock of the Company in the name or names of the transferee or transferees and ChaseMellon Shareholder Services L.L.C., as Registrar for the Company's Common Stock, is hereby authorized and requested to register and countersign such new certificates when and as the same are issued by ChaseMellon Shareholders Services L.L.C., as Transfer Agent; and be it further RESOLVED, that the officers of the Company be and they are, and each of them singly is, hereby authorized and directed on behalf of the Company to do all acts and things and to execute any and all documents that may be necessary or, in the opinion of the officer so acting, desirable or expedient in connection with the issue and sale of Additional Common Stock and to employ such counsel, financial advisors and assistants as may be deemed necessary or expedient by them, or any of them, to accomplish the purposes of these resolutions; and be it further RESOLVED, that the officers of the Company be and they are, and each of them singly is, hereby authorized and directed to do and perform all such acts and things and to sign all such documents and to take all such other steps as may be necessary, advisable or convenient and proper to carry out the intent of the foregoing resolutions. WITNESS, my hand and seal of the Company this 23rd day of June, 1997. /s/ Allan D. Shakley --------------------------- Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----