8-K 1 eight-k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2004 AQUA AMERICA, INC. -------------------------------------------------------------------------------------------------------------------- (Exact name of registrant as specified in its Charter) Pennsylvania 1-6659 23-1702594 ---------------------------------------- ------------------------------------- ------------------------------------- (State or other jurisdiction (Commission (IRS Employee of incorporation) File Number) Identification No.) 762 Lancaster Avenue Bryn Mawr, Pennsylvania 19010 ------------------------------------------------------------------------------ ------------------------------------- (Address of principal executive offices) Zip Code Registrant's telephone, including area code: (610) 527-8000 Philadelphia Suburban Corporation (Former name and former address, if changed since last report) ------------------------------------------------------------------------------------------------------------------
Item 5. Other Events. On February 20, 2004, Aqua America, Inc. (the "Company") entered into a First Amended and Restated Rights Agreement (the "First Amended and Restated Rights Agreement") with Equiserve Trust Company, N.A., as Rights Agent, to amend certain of the provisions of its Rights Agreement, dated as of March 1, 1998 (the "Original Rights Agreement"). The Original Rights Agreement has been amended by the First Amended and Restated Rights Agreement to eliminate the provisions requiring the concurrence of a majority of the Continuing Directors (as defined in the Original Rights Agreement) then in office to give effect to any action, calculation, interpretation or determination made by the Board of Directors of the Company in the administration of the Original Rights Agreement and the exercise of rights or powers granted to the Board of Directors of the Company thereunder and providing that no effect shall be given to any such action, calculation, interpretation or determination or exercise of rights of powers unless at least a majority of the Continuing Directors consent to such action, calculation, interpretation or determination or exercise of rights of powers. The First Amended and Restated Rights Agreement is attached to this report as Exhibit 4. The foregoing description of the amendments to the Original Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the First Amended and Restated Rights Agreement. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Exhibit 4 First Amended and Restated Rights Agreement, dated as of February 20, 2004, between Aqua America, Inc. and Equiserve Trust Company, N.A., as Rights Agent. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AQUA AMERICA, INC. By: /s/ Roy H. Stahl _____________________ Name: Roy H. Stahl Title: Executive Vice President and General Counsel Dated: February 24, 2004 Exhibit No. Exhibit ----------- ------- 4 First Amended and Restated Rights Agreement, dated as of February 20, 2004, between Aqua America, Inc. and Equiserve Trust Company, N.A., as Rights Agent.