-----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, JqXgor7cXhaRXGVvJ+0g5a1udCqhC/6AOx68h9PJsADbYb9KEVXLB3ERCxZLP5Y4 C92gUZOyfLJV8MM8UjCVWQ== 0000950130-99-002605.txt : 19990504 0000950130-99-002605.hdr.sgml : 19990504 ACCESSION NUMBER: 0000950130-99-002605 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990503 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-3 SEC ACT: SEC FILE NUMBER: 333-77581 FILM NUMBER: 99608663 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-3 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 3, 1999. Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-3 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 (I.R.S. Employer Identification No.) incorporation or organization) 200 Old Hook Road Harrington Park, NJ 07640 (201) 784-9434 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- Allan D. Shakley United Water Resources Inc. 200 Old Hook Road Harrington Park, NJ 07640 (201) 767-2897 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- Copies to: E. Ellsworth McMeen, III, Esq. LeBoeuf, Lamb, Greene & MacRae, L.L.P. 125 West 55th Street New York, New York 10019 --------------- Approximate date of commencement of proposed sale to the public: On and after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------
Proposed Proposed Maximum Maximum Aggregate Amount of Title of Each Class of Amount to be Offering Price Offering Registration Securities to be Registered Registered(1) Per Unit(2) Price(2) Fee - ---------------------------------------------------------------------------------------------------- Common Stock, no par value............. 5,000,000 Shares $20.8125 $104,062,500 $30,699 - ---------------------------------------------------------------------------------------------------- Series A Participating Preferred Stock Purchase Rights (3)............. 5,000,000 Rights -- -- -- - ---------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers any additional securities to be offered or issued in connection with a stock split, stock dividend or similar transaction. (2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c), based on the average of the high and low prices of the Company's Common Stock as reported in the consolidated reporting system on April 28, 1999. (3) Since no separate consideration is paid for the Preferred Stock Purchase Rights, the registration fee is included in the Common Stock fee. Pursuant to Rule 429, the prospectus filed as part of this registration statement is being filed as a combined prospectus in connection with this registration statement and Registration Statement File No. 33-61617. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROSPECTUS (Subject to Completion) Dated May 3, 1999 United Water Resources Inc. Dividend Reinvestment and Stock Purchase Plan 5,000,000 Shares The United Water Resources Dividend Reinvestment and Stock Purchase Plan is a simple and convenient method of purchasing United Water Resources common stock. The Plan is open to: . our common stockholders of record . customers and employees of participating subsidiaries and non- regulated contract operations. If you participate in the Plan, you may . reinvest dividends on some or all common stock you hold registered in your name . make cash payments to purchase additional common stock . purchase common stock with no brokerage commissions or service fees. Dividends on all common stock held in your plan account are automatically reinvested. The minimum cash payment is $25. The maximum cash payment is $3,000 in a calendar quarter. Our common stock is listed on the New York Stock Exchange under the symbol "UWR". The reported last sale price of our common stock on the New York Stock Exchange on April 26, 1999 was $20.8125 per share. The Plan does not offer direct purchase to the general public. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. May , 1999 In this prospectus, "we", "us" and "our" refer to United Water Resources Inc. and its subsidiaries, unless the context otherwise requires. ABOUT UNITED WATER RESOURCES United Water Resources is a New Jersey corporation. Its principal executive office is at 200 Old Hook Road, Harrington Park, NJ 07640, telephone number 201-784-9434. United Water Resources is a holding company primarily engaged in water- related businesses. As the nation's second largest investor-owned water services company, through our regulated utilities and non-regulated contract operations, we provide water and wastewater utility services in 19 states. The Company also has investments in water services in Canada, Mexico and the United Kingdom. In addition, we own and manage real estate investments through a wholly-owned subsidiary. THE PLAN You may enroll in the Plan at any time. Participation in the Plan is voluntary, and you may discontinue your participation at any time. Before enrolling in the Plan, please read this prospectus carefully. PARTICIPATION IN THE PLAN Stockholders Any stockholder of record may enroll in the Plan. If your stock is held in a brokerage account ("street name"), you must ask your broker to register at least one share in your name in order to participate in the Plan. Dividends on shares that remain in street name cannot be reinvested. Complete a Stockholder Authorization Form and return it to the plan administrator. You can obtain this form from the plan administrator or our Investor Relations Department. Customers Any customer of a participating subsidiary or non-regulated contract operation may enroll in the Plan. We determine which of our subsidiaries or non-regulated contract operations are eligible to participate in the Plan. Please contact our Investor Relations Department to determine if you are eligible. Complete a Customer Enrollment Card and Substitute Form W-9 and return the forms to the plan administrator along with your initial cash payment. You can obtain an Enrollment Package, which includes all forms necessary from our Investor Relations Department. Employees Any employee of a participating subsidiary or non-regulated contract operation may enroll in the Plan. We determine which of our subsidiaries or non-regulated contract operations are eligible to enroll in the Plan. Please contact our Investor Relations Department to determine if you are eligible. Complete an Enrollment Card, Substitute Form W-9 and payroll deduction card (if you wish to authorize payroll deductions) and return the forms to the Investor Relations Department (not to the plan administrator) along with your initial cash payment. You can obtain all forms from our Investor Relations Department. 2 ---------------- If we think that any participant is using the Plan in a manner that is not in our best interests, we may, at our sole discretion, terminate that participant's account at any time. ---------------- WHEN TO ENROLL Dividend Reinvestment You must submit your Stockholder Authorization Form at least one business day prior to a dividend record date to ensure that the dividend will be reinvested. If you submit your form after that day, we will pay the dividend in cash, and reinvestment will begin on the following dividend payment date. Optional Cash Payments If you begin your participation with optional cash payments, you must submit your Stockholder Authorization Form, if you are a stockholder of record, or your Enrollment Form, if you are an eligible customer or employee and your initial cash payment before the cash deadline in order for the plan administrator to process them in the next month's purchase. See OPTIONAL CASH PAYMENTS. ADMINISTRATION OF THE PLAN ChaseMellon Shareholder Services, L.L.C. is the plan administrator and agent for participants in the Plan. ChaseMellon purchases common stock for participants, holds stock in the Plan, keeps a record of all plan accounts, sends account statements to participants and performs other administrative duties. You may contact the plan administrator at: ChaseMellon Shareholder Services, L.L.C. P.O. Box 3336 South Hackensack, NJ 07606-1936 Attention: United Water Resources Dividend Reinvestment and Stock Purchase Plan Telephone 1-800-230-2685 1-800-231-5469 (for hearing or speech impaired) Web site--www.chasemellon.com You may also contact our Investor Relations Department at: United Water Resources Inc. 200 Old Hook Road Harrington Park, NJ 07640 Telephone 201-767-2811 E-mail at demallc@unitedwater.com INVESTMENT OPTIONS Once you have enrolled in the Plan, you have the following options: . Full Dividend Reinvestment --the plan administrator will reinvest 100% of your dividends in additional common stock. . Partial Dividend Reinvestment--the plan administrator will reinvest a portion of your dividends in additional common stock and send the rest of the dividend to you in cash. . Optional Cash Payments--the plan administrator will purchase common stock with your optional cash payments whether or not you decide to reinvest your dividends. 3 All Plan options allow you to purchase common stock with optional cash payments. See OPTIONAL CASH PAYMENTS. The plan administrator will automatically reinvest dividends on all common stock held in book-entry in your plan account. Your choice of one of the above options determines whether dividends on any certificate shares you hold are paid in cash or reinvested into additional common stock. You may change investment options at any time by completing a new Stockholder Authorization Form and returning it to the plan administrator. See WHEN TO ENROLL. OPTIONAL CASH PAYMENTS When You must submit cash payments no later than the cash deadline. The cash deadline is the fifth day prior to the first business day of a month. No one will pay interest on optional cash payments pending their investment into common stock. How Much You may make any number of optional cash payments in each calendar year. The amount of each optional cash payment may vary, but each optional cash payment must be at least $25 per payment and may not exceed $3,000 per calendar quarter. The plan administrator will return to you all optional cash payments of less than $25 per payment or in excess of $3,000 per calendar quarter. How to Make Please send personal checks or money orders. Do not send cash or third party checks. Make your check or money order payable to CHASEMELLON SHAREHOLDER SERVICES, L.L.C. In order to assure credit to the correct account, submit your optional cash payments with the appropriate section of your account statement. Mail your optional cash payments to the plan administrator. Customers should not include optional cash payments with their water bill payment. Payroll Deductions An employee may authorize optional cash payments through payroll deductions. Complete a Payroll Deduction Form, available through our Investor Relations Department or Human Resources Department, and send it to our Human Resources Department. We will deduct the whole dollar amount you indicate from your payroll and submit the money to the plan administrator for investment through the Plan. The following table shows the minimum and maximum payroll deductions:
Payroll Timing Minimum Maximum -------------- ------- ------- Weekly.................................................... $ 5.00 $200.00 Bi-weekly & Semi-monthly.................................. $10.00 $400.00
We must receive your Payroll Deduction Form at least two weeks before the pay period for which you wish to begin deductions. Once authorized, payroll deductions will continue until you change or terminate them. 4 Employees may also make optional cash payments directly. They must be at least $25 per payment and may not exceed $3,000 in a calendar quarter, including payroll deductions for that quarter. If you have authorized payroll deductions, please contact our Investor Relations Department before making an optional cash payment. If we think that any participant is using the optional cash feature in a manner that is not in our best interests, all or a portion of your payment may be returned to you. HOW COMMON STOCK IS PURCHASED AND CREDITED TO YOUR ACCOUNT The plan administrator may purchase common stock for the Plan directly from us or on the open market. We decide on the source of the common stock. If we decide to use open market purchases, the plan administrator will purchase common stock on the open market as necessary to meet the requirements of the Plan. We will not exercise any control or influence over the prices, amounts, timing or manner of purchases made by the plan administrator on the open market. You may not specify the number of shares to be purchased, the purchase price or the timing of any purchase. The plan administrator will credit your plan account with the number of full and fractional shares purchased computed to four decimal places. The number of shares purchased will be based on the sum of all dividends and optional cash payments invested divided by the applicable share price. WHEN COMMON STOCK IS PURCHASED FOR YOUR ACCOUNT Reinvested Dividends
Type of Purchase When Purchased ---------------- -------------- Original issue stock or treasury stock On the dividend payment date or the next succeeding trade date for the common stock--generally the first business day of March, June, September and December. Open market purchases Within 30 days after the dividend payment date. The plan administrator will determine the exact time of open market purchases and will purchase common stock as promptly as possible.
Optional Cash Payments
Type of Purchase When Purchased ---------------- -------------- Original issue stock or treasury stock The first trade day following the month in which optional cash payments are received. Open market purchases Within 35 days after the cash deadline date. The plan administrator will determine the exact time of open market purchases and will purchase common stock as promptly as possible.
For all open market purchases, if for any reason the purchase is not made during the period, your uninvested funds will be returned. PRICE OF COMMON STOCK Discretionary Discount We may, from time to time, offer a discount of between 1% and 10% on the purchase of original issue stock through the Plan. Currently, there is no discount. If we decide to offer a discount, we will notify you. 5 Original Issue Stock The price of common stock that the plan administrator purchases directly from us is the average of the daily high and low sale prices of our common stock as traded on the New York Stock Exchange for each of five days in the month immediately preceding the dividend payment date or optional cash payment purchase date. The plan administrator randomly chooses the five days in the month. The purchase price is computed to four decimal places. Open Market Purchases The price of common stock that the plan administrator purchases on the open market is the weighted average price of all common stock purchased for the Plan during the investment period. The purchase price is computed to four decimal places. We pay all brokerage fees and commissions in connection with open market purchases. See FEDERAL INCOME TAX CONSEQUENCES. STOCK CERTIFICATES All common stock purchased through the Plan will be credited to your plan account and held in book-entry form. You may request a stock certificate for all or a portion of the full shares in your account at any time. To request a certificate, complete the form on your account statement or write to the plan administrator. The plan administrator will issue the certificate in your name at no charge. We cannot issue a certificate for a fractional share of common stock. You may not pledge stock held in your plan account. If you want to pledge your plan stock, you must request that a certificate be issued in your name. COSTS TO PARTICIPANTS We will pay all expenses and fees for the .reinvestment of dividends .investment of optional cash payments .issuance of stock certificates and .administration of the Plan. There is no commission or service charge of any kind in connection with the purchase of common stock under the Plan. If you elect to sell common stock, you will pay all brokerage commissions and transfer taxes. The plan administrator will deduct these amounts from the proceeds of the sale. WITHDRAWAL FROM THE PLAN You may withdraw from the Plan at any time. If you withdraw from the Plan, you may . sell all shares held in the Plan through the plan administrator or . have a certificate issued to you for all full shares in your plan account and cash for the fractional share. 6 To withdraw from the Plan complete the form on your account statement or write to the plan administrator. If you choose to sell all your plan shares, the plan administrator can arrange for the sale and will send you a check for the proceeds of the sale. The plan administrator will arrange to sell stock as soon as practicable. The sale price will be the weighted average market price of all shares sold for plan participants on the date of sale. You are responsible for paying the brokerage commissions and any transfer tax. These amounts will be deducted from the check for the proceeds of the sale. If you choose to have a certificate issued for your plan shares, the plan administrator will arrange for the sale of any fractional share and have a certificate issued to you for all full shares. If the plan administrator receives your request for withdrawal from the Plan on or before the record date for any dividend payment, the plan administrator will terminate the dividend reinvestment feature before that dividend is reinvested. If the plan administrator receives your request after the record date for any dividend payment, the plan administrator will reinvest the dividend and then process your request for withdrawal as promptly as possible. If you sent in an optional cash payment prior to your request to withdraw from the Plan, you must specifically request the return of the optional cash payment no later than one business day prior to the cash deadline for the month. Otherwise, the plan administrator will invest the optional cash payment and then process your request for withdrawal. Employees An employee withdrawing from the Plan must first stop payroll deductions by sending the Payroll Deduction Form to our Human Resources Department. Termination of payroll deductions normally takes effect with the next pay period. You must also notify the plan administrator in writing as described above. SALE OF SHARES To Sell All Stock Held In The Plan To sell all plan shares, you must complete the form on your account statement or write to the plan administrator. Selling all plan shares terminates your participation in the Plan. See WITHDRAWAL FROM THE PLAN. To Sell Less Than All Stock Held In The Plan The plan administrator will not arrange to sell less than all stock credited to your plan account. If you wish to sell less than all of your plan shares and continue to participate in the Plan, you should request that a stock certificate be issued in your name for the number of shares you wish to sell. You may then sell these shares through a broker. ACCOUNT STATEMENT The plan administrator will furnish you with account statements when dividends have been reinvested or shares of common stock have been purchased with optional cash payments. The account statement provides you with cumulative transaction information on your account for the calendar year. You should retain these statements for income tax purposes. The account statement is your only record of plan activity. We will also send you income tax information for reporting your participation in the Plan. 7 FEDERAL INCOME TAX INFORMATION This section is only a summary of federal tax consequences of participating in the Plan. It does not cover state and local tax laws. You should consult your tax advisor to determine the tax consequences of participating in the Plan. Be sure to keep your account statements for income tax purposes. For federal income tax purposes, all dividends paid to you, whether or not they are reinvested, are considered taxable income to you in the year they are paid. In the case of reinvested cash dividends used to purchase common stock on the open market, you will be treated for federal income tax purposes as having received a distribution in an amount equal to the cash dividend used to purchase the common stock. All brokerage commissions that we pay when you buy stock through the Plan are considered distributions and together with the cash dividend must be reported as taxable income to you. Your basis in the stock will be equal to the cash dividend and the brokerage commissions. For federal income tax purposes, if you purchase shares of common stock at a discount with optional cash payments, you will be treated as having received a taxable distribution. This distribution is equal to the difference between the fair market value of the stock on the cash payment purchase date and the optional cash payment. In the case of reinvested cash dividends used to purchase original issue stock, you will be treated for federal income tax purposes as having received a distribution in an amount equal to the fair market value on the dividend payment date of the common stock credited to your plan account. Your tax basis in the common stock will be equal to the amount of the distribution received. The holding period for common stock acquired under the Plan begins the day after the common stock is allocated and credited to your plan account. If you receive, upon withdrawal from or termination of the Plan, a cash adjustment for a fraction of a share credited to your account, you will realize a gain or loss with respect to that fraction. You will also realize gain or loss when you authorize the sale of stock when withdrawing from the Plan, or when you sell stock yourself after the shares have been withdrawn from the Plan. Dividends that are reinvested pursuant to the Plan may be subject to withholding tax, unless you (a) are a corporation or other form of exempt entity or (b) provide the plan administrator with your taxpayer identification number and otherwise comply with backup withholding rules. The plan administrator is required to withhold from dividends the appropriate amount of tax. If you are a foreign participant receiving dividends subject to U.S. income tax withholding, the dividends will be reinvested after the appropriate withholding tax is deducted. ADDITIONAL INFORMATION Company Reports You will receive copies of the same communications we send to our stockholders each year. These communications may include .interim reports .annual report and .notice of annual meeting and proxy statement. Voting You will receive a proxy for the total number of shares of common stock held in your plan account and shares that are not in your plan account for which you hold certificates. 8 Rights Offering If we have a rights offering, you will receive rights based on the number of shares credited to your plan account. Rights certificates for the nearest number of whole shares will be mailed to you at your account address. Stock Dividends Or Stock Splits If we declare a stock dividend or stock split, the plan administrator will credit your plan account with the additional shares. Responsibilities Of United Water Resources And The Plan Administrator Neither United Water Resources nor the plan administrator is liable for any act or failure to act done in good faith in administering the Plan. This includes, without limitation, any claim of liability relating to . failure to terminate your account upon your death prior to receiving written notice of your death . the prices at which common stock is purchased or sold . any changes in the market value of our common stock. This immunity does not relieve us of any liability for violations of applicable federal securities laws. Neither United Water Resources nor the Plan Administrator can assure you of a profit or protect you against a loss on the common stock you purchase under the Plan. The payment and amount of future dividends will depend upon our future earnings, financial condition and other factors. Changes To The Plan We may change the terms of the Plan or terminate the Plan at any time. We will notify you of any material changes to the Plan. WHERE YOU CAN FIND MORE INFORMATION We file annual and quarterly reports, proxy statements and other information with the SEC. You may read and copy these reports at any of the facilities listed below:
Public Reference Facilities Regional Office Regional Office ---------------- ---------------------- -------------------- 450 Fifth Street, N.W. 500 W. Madison Street 7 World Trade Center Washington, D.C. 20549 Suite 1400 Suite 1300 Chicago, IL 60661-2511 New York, NY 10048
You may obtain copies of our filed reports from the SEC upon payment of a duplicating fee. Please call the SEC at 1-800-SEC-0330 for further information on the public reference facilities. The SEC maintains an Internet site that contains reports, proxy and information statements and other information about issuers that file automatically. The address of that site is http://www.sec.gov. This prospectus is part of a registration statement that we filed with the SEC. This prospectus does not contain all information or exhibits to the registration statement. You may inspect the registration statement and exhibits without charge at the SEC's office, 450 Fifth Street, N.W., Washington, D.C. 20549, and you may obtain copies upon payment of a duplicating fee. 9 INFORMATION INCORPORATED BY REFERENCE The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following documents that we filed with the SEC (SEC file number 1-8586): . Annual Report on Form 10-K for the year ended December 31, 1998; . Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; . Description of our common stock, no par value, contained in the registration statement on Form 8-B filed October 11, 1983 under the Securities Exchange Act of 1934 and any amendments thereto; . Description of our preferred stock purchase rights, no par value, contained in the registration statement on Form 8-A filed July 25, 1989 under the Securities Exchange Act of 1934 and any amendments thereto; and . All documents we file under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and before we terminate the offering. You may request a copy of any of these documents at no cost by writing or calling: Allan D. Shakley, Assistant Secretary United Water Resources Inc. 200 Old Hook Road Harrington Park, NJ 07640 Telephone 201-767-2897 You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone to provide you with other information. USE OF PROCEEDS We will receive no proceeds when the plan administrator purchases common stock for the Plan on the open market. When the plan administrator purchases common stock for the Plan directly from us, we will use the proceeds for general corporate purposes. LEGAL OPINIONS LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership including professional corporations, has given us their opinion on the validity of the common stock being offered under the Plan. Douglas W. Hawes, Esq., of counsel to that firm, is a director and Secretary of United Water Resources Inc., and Alan M. Berman, Esq., a member of that firm, is a director of United Properties Group Inc., a wholly-owned subsidiary of United Water Resources Inc. EXPERTS The financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 1998, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 10 INDEMNIFICATION The SEC has taken the position that indemnifying directors, officers and controlling persons of United Water Resources for liabilities under the Securities Act is against public policy. In addition, according to SEC requirements, we will not make any indemnification payment described above unless a court of competent jurisdiction has determined that the indemnification is not against public policy. 11 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock. ----------------- TABLE OF CONTENTS
Page ---- About United Water Resources............................................... 2 The Plan................................................................... 2 Participation in the Plan................................................ 2 When to Enroll........................................................... 3 Administration of the Plan............................................... 3 Investment Options....................................................... 3 Optional Cash Payments................................................... 4 How Common Stock is Purchased and Credited to Your Account............... 5 When Common Stock is Purchased for Your Account.......................... 5 Price of Common Stock.................................................... 5 Stock Certificates....................................................... 6 Costs to Participants.................................................... 6 Withdrawal from the Plan................................................. 6 Sale of Shares........................................................... 7 Account Statement........................................................ 7 Federal Income Tax Information........................................... 8 Additional Information................................................... 8 Where You Can Find More Information........................................ 9 Information Incorporated by Reference...................................... 10 Use of Proceeds............................................................ 10 Legal Opinions............................................................. 10 Experts.................................................................... 10 Indemnification............................................................ 11
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (LOGO) United Water Resources Inc. Dividend Reinvestment and Stock Purchase Plan Common Stock (No Par Value) PROSPECTUS May , 1999 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration Fee................................................ $ 30,699 Auditors' Fee*.................................................. 5,000 Legal Fees and Expenses*........................................ 50,000 Printing and Mailing*........................................... 25,000 Stock Exchange Listing Fee...................................... 17,500 Miscellaneous*.................................................. 6,801 -------- -------- *Estimated Total $135,000 --------
ITEM 15. 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 owed 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. II-1 ITEM 16. EXHIBITS *4(a) Restated Certificate of Incorporation (Articles of Incorporation) of United Water Resources Inc., dated July 14, 1987 (Filed as Exhibit 4(b) to Registration Statement No. 33-20067) *4(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) *4(c) Certificate of Amendment to the Restated Articles 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) *4(d) Certificate of Amendment to the Restated Articles 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(e) Certificate of Amendment to the Restated Articles 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(f) Certificate of Amendment to the Restated Certificate of Incorporation of United Water Resources Inc., dated June 3, 1997, amending Article 5(a) (Filed as Exhibit 3(d) to Registration Statement No. 333-30229) *4(g) Amended By-laws of United Water Resources, dated as of March 10, 1994 (Filed as Exhibit 4(1) to Form 10-K for year ended December 31, 1993) *4(h) Rights Agreement dated July 12, 1989, amended September 15, 1993, between United Water Resources Inc. and ChaseMellon Shareholder Services, L.L.C. (as successor to First Interstate Bank of California) (Filed as Exhibit 4(c) to Registration Statement No. 33-32672) *4(i) Governance Agreement between United Water Resources and Lyonnaise American Holding Inc., dated April 22, 1994 (Filed in Appendix A to Registration Statement No. 33-51703) *4(j) Amendment No. 1 to Governance Agreement between United Water Resources and Lyonnaise American Holding, Inc., dated June 27, 1996 (Filed as Exhibit 4(g) to Registration Statement No. 333-30229) *4(k) Amendment No. 2 to Governance Agreement between United Water Resources and Lyonnaise American Holding, Inc., dated July 14, 1997 (Filed as Exhibit 4(d) to Form 10-K for year ended December 31, 1998) *4(l) Additional instruments defining rights of holders of the Company's long-term debt are not being filed because the securities authorized under each such agreement do not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish to the Commission a copy of each such agreement upon request. 5 and 8 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. 23(a) Consent of PricewaterhouseCoopers LLP 23(b) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit 5 and 8) 24 Power of attorney--included in signature page
- -------- * Incorporated by reference ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. II-2 Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) 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. Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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. The undersigned registrant hereby undertakes 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. 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 expenses incurred or paid by a 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. II-3 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Harrington Park, County of Bergen, State of New Jersey, on this 30th day of April, 1999. UNITED WATER RESOURCES INC. (Registrant) /s/ Donald L. Correll By: _________________________________ (Donald L. Correll, Chairman of the Board, President and Chief Executive Officer) SIGNATURES KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Donald L. Correll, E. Ellsworth McMeen, 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 by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Donald L. Correll Chairman of the Board, April 30, 1999 ______________________________________ President and Chief (Donald L. Correll, Executive Officer Chairman of the Board, President and Chief Executive Officer) /s/ John J. Turner Principal Financial April 30, 1999 ______________________________________ Officer and Principal (John J. Turner, Treasurer) Accounting Officer /s/ Edward E. Barr Director April 30, 1999 ______________________________________ (Edward E. Barr) Director April 30, 1999 ______________________________________ (Frank J. Borelli)
II-4
Signature Title Date --------- ----- ---- /s/ Thierry Bourbie Director April 30, 1999 ______________________________________ (Thierry Bourbie) /s/ Charles Chaumin Director April 30, 1999 ______________________________________ (Charles Chaumin) /s/ Lawrence R. Codey Director April 30, 1999 ______________________________________ (Lawrence R. Codey) /s/ Peter Del Col Director April 30, 1999 ______________________________________ (Peter Del Col) /s/ Robert L. Duncan, Jr. Director April 30, 1999 ______________________________________ (Robert L. Duncan, Jr.) /s/ Jon F. Hanson Director April 30, 1999 ______________________________________ (Jon F. Hanson) /s/ Douglas W. Hawes Director April 30, 1999 ______________________________________ (Douglas W. Hawes) /s/ George F. Keane Director April 30, 1999 ______________________________________ (George F. Keane) /s/ Dennis M. Newnham Director April 30, 1999 ______________________________________ (Dennis M. Newnham) /s/ Marcia L. Worthing Director April 30, 1999 ______________________________________
(Marcia L. Worthing) II-5 EXHIBIT INDEX
Exhibit No. Description ------- ----------- *4(a) Restated Certificate of Incorporation (Articles of Incorporation) of United Water Resources Inc., dated July 14, 1987 (Filed as Exhibit 4(b) to Registration Statement No. 33-20067) *4(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) *4(c) Certificate of Amendment to the Restated Articles 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) *4(d) Certificate of Amendment to the Restated Articles 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(e) Certificate of Amendment to the Restated Articles 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(f) Certificate of Amendment to the Restated Certificate of Incorporation of United Water Resources Inc., dated June 3, 1997, amending Article 5(a) (Filed as Exhibit 3(d) to Registration Statement No. 333-30229) *4(g) Amended By-laws of United Water Resources, dated as of March 10, 1994 (Filed as Exhibit 4(1) to Form 10-K for year ended December 31, 1993) *4(h) Rights Agreement dated July 12, 1989, amended September 15, 1993, between United Water Resources Inc. and ChaseMellon Shareholder Services, L.L.C. (as successor to First Interstate Bank of California) (Filed as Exhibit 4(c) to Registration Statement No. 33-32672) *4(i) Governance Agreement between United Water Resources and Lyonnaise American Holding Inc., dated April 22, 1994 (Filed in Appendix A to Registration Statement No. 33-51703) *4(j) Amendment No. 1 to Governance Agreement between United Water Resources and Lyonnaise American Holding, Inc., dated June 27, 1996 (Filed as Exhibit 4(g) to Registration Statement No. 333-30229) *4(k) Amendment No. 2 to Governance Agreement between United Water Resources and Lyonnaise American Holding, Inc., dated July 14, 1997 (Filed as Exhibit 4(d) to Form 10-K for year ended December 31, 1998) *4(l) Additional instruments defining rights of holders of the Company's long-term debt are not being filed because the securities authorized under each such agreement do not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish to the Commission a copy of each such agreement upon request. 5 and 8 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. 23(a) Consent of PricewaterhouseCoopers LLP 23(b) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit 5 and 8) 24 Power of attorney--included in signature page
- -------- * Incorporated by reference EX-5.AND8 2 OPINION OF LEBOEUF, LAMB, GREENE & MACRAE LLP EXHIBIT 5 and 8 LeBOEUF, LAMB, GREENE & MacRAE, L.L.P. A Limited Liability Partnership Including Professional Corporations 125 West 55th Street New York, New York 10019 April 30, 1999 United Water Resources Inc. 200 Old Hook Road Harrington Park, New Jersey 07640 Ladies and Gentlemen: We are acting as counsel to United Water Resources Inc. (the "Company") in connection with the Company's Dividend Reinvestment and Stock Purchase 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-3 (the "Registration Statement"), providing for the registration of 5,000,000 shares of the Company's Common Stock, no par value (the "Stock"), and 5,000,000 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 ChaseMellon Shareholder Services, L.L.C. (as successor to First Interstate Bank of California), 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 original documents of all documents submitted as copies and the authenticity of the originals of such latter documents. As to any fact 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: (a) 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, (x) the Stock will be validly issued, fully-paid and non-assessable under the laws of the State of New Jersey and (y) the Rights associated therewith will be legal and binding obligations of the Company under the laws of the State of New Jersey; and (b) the statements made in the Prospectus under the heading "Federal Income Tax Information" constitute an accurate description of certain Federal income tax consequences to participants in the Plan. We hereby consent to the use of this opinion as Exhibit 5 and 8 to the 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) 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 25, 1999 relating to the financial statements and financial statement schedules, which appears in United Water Resources Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the references to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP New York, New York April 28, 1999 -----END PRIVACY-ENHANCED MESSAGE-----