The purpose of this amendment is to properly attach the Financial Data Schedule.
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KA
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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 (I.R.S. Employer
of incorporation or organization) Identification No.)
THREE CANAL PLAZA, PORTLAND, MAINE 04101 (207-773-6438)
(Address and telephone number of principal executive offices)
NONE
(Securities registered pursuant to Section 12(b) of the Act)
COMMON SHARES, PAR VALUE $1.00 PER SHARE
(Title of class of Securities registered
pursuant to Section 12(g) of the Act)
_______________________________________________________
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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes XXX No
Indicate by a check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K .
The aggregate market value of all voting shares held by non-affiliates
as of March 22, 1995 was $127,058,212.
As of March 22, 1995, there were 8,331,686 Common Shares outstanding.
Documents Incorporated by Reference
The "Nominees for Election as Directors", "Other Executive Officers",
"Executive Compensation," "Section 16(a) Ownership Reporting Delinquencies"
and "Common Stock Ownership of Certain Beneficial Owners and Management"
sections of the registrant's proxy statement for its 1995 annual meeting
filed pursuant to Regulation 14A are incorporated in Part III of this Form
10-K by reference.
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Page
2.1 Assets Purchase and Sale Agreement between Ohio Water Service and
the City of Washington, Ohio dated October 28, 1993 is incorporated by
reference to Exhibit 2.1 to Consumers Water Company's Annual Report on Form
10-K for the year ended December 31, 1993.
3.1 Conformed Copy of Restated Articles of Incorporation of Consumers
Water Company, as amended, incorporated by reference to Exhibit 4.1.6 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.
3.2 Bylaws of Consumers Water Company, as amended March 2, 1994, are
incorporated by reference to Exhibit 3.2 to Consumers Water Company's Annual
Report on Form 10-K for the year ended December 31, 1993.
4.1 Instruments defining the rights of security holders, including
Indentures. The registrant agrees to furnish copies of instruments with
respect to long-term debt to the Commission upon request.
10.1 Noncompetition and Consulting Agreement between Consumers Water
Company and John H. Schiavi incorporated by reference to Exhibit 10.2 of
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 is
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 is
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 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 7, 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 into between Consumers
Water Company and each of its current directors and executive officers,
incorporated by reference to Exhibit 10.8 to Consumers Water Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.
10.9* Employment Agreement between Peter L. Haynes and Consumers Water
Company 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.
11. Statement of Computation of Per Share Earnings is submitted
herewith as Exhibit 11.
21. List of Subsidiaries of the Registrant is submitted herewith as
Exhibit 21.
23. Consent of Arthur Andersen LLP is submitted herewith as Exhibit 23.
27. Financial Data Schedule is submitted herewith as Exhibit 27.
- ------------------------------------------
* Management contract or compensatory plan or arrangement required to
be filed as an Exhibit pursuant to Item 14(c) of Form 10-K.
CONSUMERS WATER COMPANY
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ Peter L. Haynes 4/26/95
Peter L. Haynes Date
President and Director
(Chief Executive Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 2,906
<SECURITIES> 0
<RECEIVABLES> 11,147
<ALLOWANCES> 682
<INVENTORY> 2,258
<CURRENT-ASSETS> 30,711
<PP&E> 397,847
<DEPRECIATION> 70,267
<TOTAL-ASSETS> 401,380
<CURRENT-LIABILITIES> 58,015
<BONDS> 130,038
<COMMON> 8,260
0
1,069
<OTHER-SE> 94,886
<TOTAL-LIABILITY-AND-EQUITY> 401,380
<SALES> 0
<TOTAL-REVENUES> 93,337
<CGS> 0
<TOTAL-COSTS> 68,901
<OTHER-EXPENSES> (861)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,076
<INCOME-PRETAX> 14,623
<INCOME-TAX> 4,623
<INCOME-CONTINUING> 10,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,000
<EPS-PRIMARY> 1.22
<EPS-DILUTED> 1.22
</TABLE>
