SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-493
CONSUMERS WATER COMPANY
(Exact name of registrant as specified in its Charter)
Maine 01-0049450
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) identification number)
Three Canal Plaza, Portland, ME 04101
(Address of principal executive (Zip Code)
offices
Registrant's telephone number: (207) 773-6438
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
The number of common shares of Consumers Water Company outstanding as of
October 28, 1994 was 8,214,341.
CONSUMERS WATER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
PART I ITEM I
September 30, December 31
1994 1993
------------------------------
(Unaudited)
ASSETS
Property, Plant and Equipment,
at cost:
Water utility plant, in service $390,919 $360,115
Less: Accumulated depreciation 67,852 63,579
---------- ---------
323,067 296,536
---------- ---------
Other subsidiaries 1,905 1,710
Less: Accumulated depreciation 1,060 881
---------- ---------
845 829
---------- ---------
Construction work in progress 17,847 20,180
---------- ---------
Net property, plant and
equipment 341,759 317,545
---------- ---------
Assets of discontinued operations net of
liabilities 780 1,308
Investments, at cost 2,086 2,044
---------- ---------
Current Assets:
Cash and cash equivalents 2,464 4,993
Accounts receivable, net of
reserves of $881 in
1994 and $798 in 1993 11,615 10,171
Unbilled revenue 8,914 6,649
Inventories 2,235 1,793
Prepayments and other 2,764 6,524
---------- ---------
Total current assets 27,992 30,130
---------- ---------
Other Assets:
Funds restricted for
construction activity 4,114 9,508
Deferred charges and other assets 12,213 11,122
---------- ---------
16,327 20,630
---------- ---------
$ 388,944 $ 371,657
========== =========
See attached notes.
CONSUMERS WATER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands Except Per Share Amounts)
PART I ITEM I
September 30, December 31,
1994 1993
-------------- ------------
(Unaudited)
SHAREHOLDERS' INVESTMENT
AND LIABILITIES
Capitalization:
Common Stock, $1 par value
Authorized: 15,000,000 shares
Issued: 8,209,624 shares in 1994 and
8,041,369 in 1993 $ 8,210 $ 8,041
Amounts in excess of par value 67,354 64,662
Reinvested earnings 26,441 24,235
------- --------
Common shareholders' investment 102,005 96,938
------- --------
Preferred shareholders' investment 1,069 1,069
Minority interest 2,221 2,240
Long-term debt 121,269 124,050
------- --------
Total capitalization 226,564 224,297
------- --------
Contributions in Aid of Construction 58,947 54,045
------- --------
Current Liabilities:
Notes payable 33,545 19,676
Sinking fund requirements and
current maturities 2,508 930
Accounts payable 3,680 6,052
Accrued taxes 3,929 6,662
Accrued interest 2,918 3,318
Accrued expenses and other 9,273 11,011
-------- --------
Total current liabilities 55,853 47,649
-------- --------
Commitments and Contingencies
Deferred Credits:
Customers' advances for construction 22,075 21,338
Deferred income taxes 20,444 19,183
Unamortized investment tax credits 5,061 5,145
------- --------
47,580 45,666
------- --------
$388,944 $371,657
======= ========
Book Value Per Share of Common Stock $ 12.43 $ 12.05
======= ========
See attached notes.
CONSUMERS WATER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
(Unaudited)
PART I ITEM I
Nine Months Ended
September 30, September 30,
1994 1993
-------------- ---------------
Revenue and Sales:
Water utility operations $60,069 $59,361
Other operations 9,364 8,600
-------- --------
Operating revenue 69,433 67,961
-------- --------
Costs and Expenses:
Water utility operations 42,389 41,062
Other operations 9,011 8,767
-------- --------
Operating expenses 51,400 49,829
-------- --------
Operating Income 18,033 18,132
-------- --------
Other Income and (Expense):
Interest expense (9,175) (8,722)
Construction interest capitalized 1,133 382
Preferred dividends and minority
interest of subsidiaries (106) (117)
Other net 723 406
-------- --------
(7,425) (8,051)
-------- --------
Earnings before Income Taxes and Gains from
Sales of Properties 10,608 10,081
Income Taxes 3,625 3,487
-------- --------
Earnings:
Before Gains from Sales of
Properties 6,983 6,594
Gains from Sales of Properties - 868
-------- --------
Income from Continuing Operations 6,983 7,462
Loss from Discontinued Operations - (4,984)
-------- --------
Net Income $ 6,983 $ 2,478
======== ========
Weighted Average Shares Outstanding #8,137 #7,233
Earnings per Common Share:
Before Gains from Sales $ 0.85 $ 0.91
Total $ 0.85 $ 1.03
Discontinued Operations $ - $ (0.69)
-------- --------
Total $ 0.85 $ 0.34
======== ========
Dividends Declared per Common Share $ 0.875 $ 0.860
======== ========
See attached notes.
CONSUMERS WATER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
(Unaudited)
PART I ITEM I
Three Months Ended
September 30, September 30,
1994 1993
-------------- ------------
Revenue and Sales:
Water utility operations $21,553 $21,595
Other operations 3,617 2,926
-------- --------
Operating revenue 25,170 24,521
-------- --------
Costs and Expenses:
Water utility operations 14,200 13,640
Other operations 3,397 2,855
-------- --------
Operating expenses 17,597 16,495
-------- --------
Operating Income 7,573 8,026
-------- --------
Other Income and (Expense):
Interest expense (3,176) (2,840)
Construction interest capitalized 352 108
Preferred dividends and minority
interest of subsidiaries (44) (45)
Other net 400 177
-------- --------
(2,468) (2,600)
-------- --------
Earnings before Income Taxes and
Gains from
Sales of Properties 5,105 5,426
Income Taxes 1,813 1,808
-------- --------
Earnings:
Before Gains from Sales of
Properties 3,292 3,618
Gains from Sales of Properties - (5)
-------- --------
Income from Continuing Operations 3,292 3,613
Loss from Discontinued Operations - (4,417)
-------- --------
Net Income $ 3,292 $ (804 )
======== ========
Weighted Average Shares Outstanding #8,184 #7,284
Earnings per Common Share:
Before Gains from Sales $ 0.40 $ 0.50
Total $ 0.40 $ 0.50
Discontinued Operations $ - $ (0.61)
-------- --------
Total $ 0.40 $ (0.11)
======== ========
Dividends Declared per Common Share $ 0.295 $ 0.290
======== ========
See attached notes.
CONSUMERS WATER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(In Thousands)
(Unaudited)
PART I ITEM I
Nine Months Ended
September 30, September 30,
1994 1993
------------- -------------
Operating Activities:
Net income $ 6,983 $ 2,478
Adjustments to reconcile net income -------- --------
to net cash provided by operating
activities:
Depreciation and amortization 6,816 5,668
Deferred income taxes and investment
tax credits 1,832 3,847
Gains on sales of properties - (870)
Change in assets and liabilities:
Increase in accounts receivable
and unbilled revenue (3,709) (1,466)
Increase in inventories (442) (28)
Decrease in prepaid expenses 3,760 2,722
Decrease in accounts payable and
accrued expenses (3,836) (2,033)
Change in other assets, net of change
in other liabilities (1,947) (4,501)
Change in other assets, net of change
in other liabilities of continuing
operations 528 1,165
--------- --------
Net cash provided by operating
activities 9,985 6,982
--------- --------
Investing activities:
Capital expenditures (29,306) (21,332)
Decrease in funds restricted
for construction activity 5,394 3,187
Decrease in construction
accounts payable (1,073) (804)
Net proceeds from sales of properties - 2,024
-------- -------
Net cash used in investing
activities (24,985) (16,925)
--------- --------
(continued...)
CONSUMERS WATER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(In Thousands)
(Unaudited)
(continued)
PART I ITEM I
Nine Months Ended
September 30, September 30,
1994 1993
-------------- ------------
Financing activities:
Net borrowing of short-term debt 13,869 22,891
Proceeds from issuance of
long-term debt 53 5,429
Repayments of long-term debt (1,256) (20,240)
Proceeds from issuance of stock 2,860 3,223
Advances and contributions in aid of
construction, net of repayments 4,710 3,841
Deferred taxes paid by developers
on advances and contributions in
aid of construction (655) (342)
Cash dividends paid (7,110) (6,229)
Net increase in short-term debt
and long-term debt of
discontinued operations 0 1,715
--------- ---------
Net cash provided by financing
activities 12,471 10,288
--------- ---------
Net increase (decrease) in cash
and cash equivalents (2,529) 345
Cash and cash equivalents
at beginning of year 4,993 1,768
--------- ---------
Cash and cash equivalents at
end of period $ 2,464 $ 2,113
========= =========
Supplemental disclosures of cash flow
information from continuing operations:
Cash paid during the period for:
Interest (net of amounts
capitalized) $ 8,260 $ 8,558
Income taxes $ 2,352 $ 2,345
Non-cash investing and financing
activities for the year:
Property advanced or contributed $ 929 $ 606
See attached notes.
CONSUMERS WATER COMPANY AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 1994
PART I ITEM 1
A. PREPARATION OF FINANCIAL STATEMENTS
The condensed financial statements included herein have been
prepared by the registrant, without audit, pursuant to the
rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to such rules and
regulations, although the registrant believes that the
disclosures which are made are adequate to make the
information presented not misleading, particularly when read
in conjunction with the financial statements and notes thereto
included in the registrants' latest annual report on Form 10-
K. In management's opinion, the attached interim financial
statements reflect all adjustments which are necessary for a
fair statement of the results for the periods presented. All
adjustments made were of a normal and recurring nature.
B. EARNINGS PER SHARE
Earnings per common share are based on the weighted average
number of shares and common share equivalents actually
outstanding during the period. The effect of employee stock
options which are included as common share equivalents is to
increase the number of shares outstanding by 2,420 in 1994 and
5,229 in 1993.
C. DISPOSITIONS
On January 13, 1993, the Company sold the Bourbonnais
wastewater collection operation of Consumers Illinois Water
Company to the Village of Bourbonnais for a gain, net of
taxes, of approximately $847,000. The operation generated
$1.1 million in revenues and had 5,007 customers in 1992.
D. COMMITMENTS AND CONTINGENCIES
In March, 1993, an outside contractor spilled a small amount
of mercury while working at the Company's subsidiary, Ohio
Water's water treatment plant. Several areas in and around
the plant were contaminated by the spill, although no mercury
has contaminated Ohio Water's water supply. The cleanup has
been completed at a total cost of approximately $900,000.
Ohio Water has received $100,000 from its insurer and is
currently seeking recovery of all the cleanup costs from the
contractor. While there can be no assurances to the ultimate
outcome of Ohio Water's efforts to obtain such recovery,
Management believes that it is probable that Ohio Water will
recover cleanup costs from the contractor and/or the
contractor's insurer and, therefore, has deferred the costs
incurred in connection with the spill.
E. DISCONTINUED OPERATIONS
On October 6, 1993, the Company announced its intention to
dispose of its manufactured housing business, Burlington Homes
of New England, Inc. (Burlington,) and to concentrate its
efforts on its water resource management business. A reserve
of $5.3 million was established in 1993. Burlington has had
losses aggregating $1.8 million from December 31, 1989,
through September 30, 1993. On July 8, 1994, Burlington was
sold. Management expects the reserve taken in 1993 to be
adequate to cover the loss from the sale. The operating
results of Burlington, prior to the date of discontinuance,
are shown under discontinued operations in the Company's
consolidated statements of income. All of the financial
statements of prior periods have been restated to reflect the
discontinuance of Burlington's operations.
CONSUMERS WATER COMPANY AND SUBSIDIARIES
September 30, 1994
PART I ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
The following discussion and analysis sets forth certain factors relative
to the Company's financial condition at September 30, 1994 and the results
of its operations for the nine months and three months then ended as
compared to the same periods of the prior year.
LIQUIDITY AND CAPITAL RESOURCES
CONSTRUCTION PROGRAM
Capital construction expenditures in the first nine months of 1994 totaled
$24.6 million, net of contributions and advances, the majority of which
relates to the Company's utility subsidiaries. Projects include $5.1
million spent on a new water treatment plant in Pennsylvania estimated to
cost $16 million when completed in 1995, $1.2 million spent on a disinfection
facility in Maine, which was completed in May of 1994 at a total cost of
$3.7 million, $1.7 million in improvements to a waste water treatment plant
in Illinois expected to be completed later this year at a total cost of
$1.9 million, and other smaller projects throughout the Company.
The Company expects capital expenditures for 1994 through 1996 to be
approximately $116 million, net of contributions and advances. Almost 45%
of these expenditures are required by the Safe Drinking Water Act (SDWA),
the Clean Water Act (CWA) and other regulations. The new $16 million
treatment plant and transmission main, which is under construction in
Pennsylvania, is required by State regulations under the SDWA.
The Company's water utility subsidiaries plan to file cases in their
respective jurisdictions for recovery of and return on capital used to
fund their capital expenditure programs. Costs which have been prudently
incurred in the judgement of the appropriate public utility commission have
been, and are expected to continue to be, recognized in rate setting. To
support these capital expenditures over the next three years, some
subsidiaries will be required to file for large percentage rate increases
principally due to the significant capital expenditures resulting from
compliance with the SDWA and the CWA. Given these large rate increases,
Management expects that it will become increasingly difficult to get rates
in place on a timely basis.
FINANCING AND CAPITALIZATION
The table below shows the cash generated and used by the Company during the
nine months of 1994.
Cash was generated from:
Dollars in millions
Operating activities $15.6
Net increase in short-term debt 13.9
Common stock issued 2.9
Decrease in funds restricted for
construction 5.4
--------
Total Cash Generated $ 37.8
======
Cash was used:
Repay long-term debt $ (1.3)
Pay dividends (7.1)
Capital expenditures, net of CIAC (24.6)
Net change in working capital (4.2)
Other ( .6)
---------
Total Cash Used $ 37.8
=========
Cash decreased $2.5 million from year end, 1993, as the Company used the
proceeds from the sale of theWashington Court House District
of Ohio Water Service in December, 1993. This, along with the increase in
short-term debt, helped fund capital expenditures.
Water utilities will require higher equity ratios to maintain current debt
ratings due to the recognition by Standard & Poor's rating system of
additional risk of the SDWA requirements and the uncertainty of future
regulatory treatment of the cost of these
CONSUMERS WATER COMPANY AND SUBSIDIARIES
September 30, 1994
PART I ITEM 2
(continued..)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
requirements. This coupled with the size of the 1994 through 1996 capital
expenditure program makes it likely that the Company will return to the
equity market again in the next three years. Any cash flow not provided
through a stock issuance will, as usual, be financed with short-term lines
of credit until the subsidiaries' short-term debt level is high enough to
warrant placement of long-term debt, generally, in the $4-6 million range.
As of September 30, 1994, the Company had unused lines of credit available
of over $58 million. In addition to the short-term debt, the Company plans
to continue to use tax-exempt, long-term debt financing in appropriate
situations. The $16 million project in Pennsylvania mentioned above is
being financed in large part with $14 million of 6.375% tax-exempt bonds
issued on behalf of Roaring Creek Water Company in October of 1993.
Discontinued Operations
On October 6, 1993, the Company announced its intention to dispose of its
manufactured housing business, Burlington Homes of New England, Inc., and
to concentrate its efforts on its water resource management business. A
reserve of $5.3 million was established in 1993. On July 8, 1994,
Burlington was sold. The reserve taken in 1993 is expected to be adequate
to cover the loss from the sale. The operating results of Burlington, prior
to the date of discontinuance, are shown under discontinued operations in
the Company's consolidated statements of income. All of the financial
statements of prior periods have been restated to reflect the discontinuance
of Burlington's operations.
Acquisitions and Dispositions
In September, 1994, the Company, through its subsidiary Roaring Creek Water
Company, acquired the assets of the Ralpho Township Municipal Authority
Water System for $1.4 million.
Over the past five years, the Company has acquired seven water systems.
Although the Company currently has no material acquisitions pending,
management anticipates continuing the acquisition policy of recent years.
In October, 1994, the Damariscotta Divison of Consumers Maine Water Company
was taken by the local communities by eminent domain for approximately
$600,000 or 85% of rate base. Consumers Maine Water plans to challenge
the purchase price in court. The Damariscotta Division had approximately
600 customers. The Company has sold four divisions with customers totaling
approximately 15,000 taken under threat of eminent domain in the last four
years. The gain on these sales totaled almost $7 million. The Company is
working with the local communities in its service areas in an effort to prevent
future eminent domain proceedings.
Other
In March, 1993, an outside contractor spilled a small amount of mercury
while working at the Company's subsidiary, Ohio Water's water treatment
plant. Several areas in and around the plant were contaminated by the
spill, although no mercury has contaminated OWS's water supply. The cleanup
has been completed at a total cost of approximately $900,000. Ohio Water
has received $100,000 from its insurer and is currently seeking recovery of
all the cleanup costs from the contractor. While there can be no assurances
to the ultimate outcome of Ohio Water's efforts to obtain such recovery,
Management believes that it is probable that Ohio Water will recover cleanup
costs from the contractor and/or the contractor's insurer and, therefore,
has deferred the costs incurred in connection with the spill.
RESULTS OF OPERATIONS
Nine Months, 1994, versus Nine Months, 1993
UTILITY REVENUE
Utilities revenues increased $708,000 or 1.2% compared to the first nine
months of 1993 primarily due to $2,411,000 in rate increases, $43,000 from
acquisitions, and $42,000 primarily from increased consumption due to a
dry spring offset by a wet summer in some of the Company's service areas.
These increases were offset by the loss of $1,788,000 in revenue from the
Washington Court House Division of Ohio Water Service Company, which was
sold in December, 1993. During 1994, the Company has settled ten rate cases
providing additional annual revenues of $5.6 million. Currently, there are
two rate cases pending in which over $6.0 million in additional revenue is
sought. The Company's water utility subsidiaries plan to file for one
additional case in 1994 timed to seek recovery of and return on funds used
to finance its large capital expenditure programs.
CONSUMERS WATER COMPANY AND SUBSIDIARIES
September 30, 1994
PART I ITEM 2
(continued..)
UTILITY OPERATING EXPENSES
Water utility operating expenses increased approximately $1,327,000, or
3.2%. Increased depreciation and property taxes due to increased plant
balances, increased labor expense due in part to increased overtime needed
to repair main breaks, which were caused by the cold weather early in the
year and increased health insurance costs were partially offset by the
reduction in expenses of $1,294,000 due to the sale of Washington Court House.
RESULTS OF OPERATIONS
Nine Months, 1994 versus Nine Months, 1993 (cont.)
OTHER OPERATIONS - REVENUE AND EXPENSE
Other operating revenue increased by $764,000, or 8.9%, due to increased
sales at C/P Utility Services. Other operating expenses are up $244,000,
or 2.8%, compared to the first nine months of 1993, increased expenses at
C/P are somewhat offset by the reversal of the additional accrual of $300,000
taken on the Company's self-insured health plan in 1993. Health insurance
claims have returned to normal levels in 1994, allowing this reversal. C/P
Utilities was awarded contracts from the City of New York for $10.7 million
in meter installation projects in June, 1993. These projects will be
completed in late 1994 or early 1995. C/P will have additional opportunities
to bid on New York City meter installation projects in the future. Future
revenue levels will depend, in part, on C/P's success in this bidding process.
Construction interest capitalized is up $751,000 due to the new water
treatment plant being constructed in Pennsylvania and to an adjustment to
the capitalized interest of a major plant expansion in Ohio, which was
completed in 1993.
Income taxes are up $138,000 due to higher pre-tax income in 1994.
Third Quarter, 1994 versus Third Quarter, 1993
UTILITY REVENUE
Utility revenues decreased $42,000, for the three months ended September 30,
1994, as compared to the same period in 1993, due primarily to $634,000 in
decreased consumption due to a wet summer in some of the Company's service
areas and the loss of revenue from the Washington Court House division of
Ohio Water Service of $676,000 following its sale, offset by $1,225,000 in
rate increases.
UTILITY EXPENSE
Water utility operating expenses have increased approximately $560,000 in
the three months ended September 30, 1994, as compared to the same period
in 1993. Increased depreciation and property taxes due to increased plant
balances were partially offset by the reduction in expenses of $317,000 due
to the sale of the Washington Court House division.
OTHER OPERATING REVENUES AND EXPENSES
Other operating revenue increased by $691,000, or 23.6%, due to increased
meter installations by C/P Utilities. Other operating expenses are up
$542,000, or 19.0%, due primarily to increased expenses at C/P Utilities,
which are in line with increased sales. C/P Utilities was awarded contracts
from the City of New York for $10.7 million in meter installation projects
in June, 1993. These projects will be completed in late 1994 or early 1995.
C/P will have additional opportunities to bid on New York City meter
installation projects in the future. Future revenue levels will depend on
C/P's success in this bidding process.
CONSUMERS WATER COMPANY AND SUBSIDIARIES
September 30, 1994
PART II
Item 1. Legal Proceedings
On September 14, 1994, the Penobscot Indian Nation filed a Complaint
in the United States District Court for the District of Maine naming Key
Bank of Maine, Consumers Water Company, SHC Corporation, Burlington Homes
of New England, Inc., Bernstein, Shur, Sawyer & Nelson, P.C., John H.
Schiavi, John Palmer, Palmer Management Company and Palmer Development
Company as defendants. The suit commenced by the Complaint arises out of the
1986 acquisition of the assets of SHC Corporation, then a subsidiary of
Consumers Water Company, by Schiavi Homes, a Maine limited partnership in
which the Penobscot Indian Nation held a 90% limited partnership interest.
Burlington Homes of New England, Inc. is a current subsidiary of Consumers
Water Company, and John H. Schiavi is a Director of Consumers Water
Company.
The Complaint alleges, among other things, that one or all of the
defendants defrauded the Penobscot Indian Nation by breaching their duty
of good faith and fair dealing and by making misrepresentations. The
Complaint also alleges that the defendants violated the Racketeer Influenced
and Corrupt Organizations Act ("RICO") in connection with the sale of Schiavi
Homes. The Complain seeks to nullify the acquisition, actual damages in the
amount of approximately $5,200,000, punitive damages, and treble damages
under RICO. Consumers has answered the Complain denying any liability, and
discovery in the case has commenced.
John Schiavi, as a Director of Consumers Water Company, is a party to an
Indemnification Agreement with the Company providing him with indemnification
to the fullest extent of Maine law in connection with any suit or proceeding
brought against him by reason of the fact that he is or was a Director of
Consumers Water Company. As a result, Mr. Schiavi may be entitled to
indemnification and, upon receipt by the Company of a written commitment to
repay such amounts if it is later determined that he is not entitled thereto,
may be entitled to receive an advance of expenses in this matter. The
Company has not determined if Mr. Schiavi is entitled to indemnification or
the advancement of expenses under his Indemnification Agreement.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Non-competition and Consulting Agreement between consumers Water
Company and John H. Schiavi dated March 28, 1983, incorporated
by reference to Exhibit 10.1 to Consumers Water Company's Annual
Report on Form 10-K for the year ended December 31, 1992.
10.2 Consumers Water Company 1988 Incentive Stock Option Plan,
incorporated by reference to Exhibit 10.2 to Consumers Water
Company's Annual Report on Form 10-K for the year ended December
31, 1993.
10.3 Consumers Water Company 1993 Incentive Stock Option Plan,
incorporated by reference to Appendix B to Definitive Proxy
Statement Dated April 5, 1993.
10.4 Consumers Water Company 1992 Deferred Compensation Plan for
Directors, Plan A, incorporated by reference to Exhibit 10.5.2
to Consumers Water Company's Annual Report on Form 10-K for th
eyear ended December 31, 1991.
10.5 Consumers Water Company 1992 Deferred Compensation Plan for
Directors, Plan B, incorporated by reference to Exhibit 10.5.3
to Consumers Water to Consumers Water Company's Annual Report on
Form 10-K for the year ended December 31, 1991.
10.6 Letter Agreement between Consumers Water Company and Anjou
International Company dated February 9, 1986, incorporated by
reference to Exhibit 10.6 to Consumers Water Company's
Registration Statement on Form S-2 (No. 33-41113), filed with
the Securities and Exchange Commission on June 11, 1991.
CONSUMERS WATER COMPANY AND SUBSIDIARIES
September 30, 1994
PART II
10.7 Assignment of Rights under February 7, 1986, Agreement between
Consumers Water Company and Anjou International Company to
Compagnie Generale des Eaux, dated November 12, 1987,
incorporated by reference to Exhibit 10.7 to Consumers Water
Company's Annual Report on Form 10-K for the year ended
December 31, 1992.
10.8 Form of Indemnification Agreement entered in to between
Consumers Water Company and each of its current directors and
executive officers, is incorporated by reference to Exhibit 10.8
to Consumers Water Company's Quarterly Report on Form 10-Q for
the six months ended June 30, 1994.
10.9 Employment Agreement between Peter L. Haynes and Consumers Water
Company dated July 13, 1992, incorporated by reference to
Exhibit 10.11 to Consumers Water Company's Annual Report on Form
10-K for the year ended December 31, 1992.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the quarter ended
September 30, 1994.
SIGNATURES
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.
CONSUMERS WATER COMPANY
(Registrant)
/s/ Peter L. Haynes
- ---------------------- ---------------------------------------
Date Peter L. Haynes
Chief Executive Officer
/s/ John F. Isacke
- ----------------------- ----------------------------------------
Date John F. Isacke
Chief Financial Officer
CONSUMERS WATER COMPANY AND SUBSIDIARIES
September 30, 1994
PART II
Exhibit Index
10.1 Non-competition and Consulting Agreement between consumers Water
Company and John H. Schiavi dated March 28, 1983, incorporated
by reference to Exhibit 10.1 to Consumers Water Company's Annual
Report on Form 10-K for the year ended December 31, 1992.
10.2 Consumers Water Company 1988 Incentive Stock Option Plan,
incorporated by reference to Exhibit 10.2 to Consumers Water
Company's Annual Report on Form 10-K for the year ended December
31, 1993.
10.3 Consumers Water Company 1993 Incentive Stock Option Plan,
incorporated by reference to Appendix B to Definitive Proxy
Statement Dated April 5, 1993.
10.4 Consumers Water Company 1992 Deferred Compensation Plan for
Directors, Plan A, incorporated by reference to Exhibit 10.5.2
to Consumers Water Company's Annual Report on Form 10-K for the
year ended December 31, 1991.
10.5 Consumers Water Company 1992 Deferred Compensation Plan for
Directors, Plan B, incorporated by reference to Exhibit 10.5.3
to Consumers Water to Consumers Water Company's Annual Report on
Form 10-K for the year ended December 31, 1991.
10.6 Letter Agreement between Consumers Water Company and Anjou
International Company dated February 9, 1986, incorporated by
reference to Exhibit 10.6 to Consumers Water Company's
Registration Statement on Form S-2 (No. 33-41113), filed with
the Securities and Exchange Commission on June 11, 1991.
10.7 Assignment of Rights under February 7, 1986, Agreement between
Consumers Water Company and Anjou International Company to
Compagnie Generale des Eaux, dated November 12, 1987,
incorporated by reference to Exhibit 10.7 to Consumers Water
Company's Annual Report on Form 10-K for the year ended December
31, 1992.
10.8 Form of Indemnification Agreement entered in to between
Consumers Water Company and each of its current directors and
executive officers, is incorporated by reference to Exhibit 10.8 to
Consumers Water Company's Quarterly Report on Form 10-Q for
the six months ended June 30, 1994.
10.9 Employment Agreement between Peter L. Haynes and Consumers Water
Company dated July 13, 1992, incorporated by reference to
Exhibit 10.11 to Consumers Water Company's Annual Report on Form
10-K for the year ended December 31, 1992.
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