<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. THREE)/1/
CONSUMERS WATER COMPANY
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Shares, Par Value $1.00 Per Share
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
210723-10-02
------------
(CUSIP NUMBER)
Francois Jobard Michel Avenas
Vivendi c/o Anjou International Management
42 Avenue de Friedland 75380 Services, Inc.
Paris, Cedex 08, France 800 Third Avenue
3314-924-4924 New York, New York 10022
212-753-2000
Roger H. Kimmel, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022
(212) 906-1200
________________________________________________________________________________
(Name, Address And Telephone Number Of Person Authorized To Receive Notices And
Communications)
June 27, 1998
-----------------
(Date Of Event Which Requires Filing Of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
____________________
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13 D
- ----------------------- ---------------------
CUSIP NO. 210723-10-02 PAGE 2 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vivendi
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC/OO. See Item 3.
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 France
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,980,659 shares owned directly
8,935 shares subject to option
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 60,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,980,659 shares owned directly
8,935 shares subject to option
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
60,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,040,659
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 22.7% (based upon 9,006,374 shares outstanding as of May 11,
1998 according to Consumer Water Company's Report on Form 10-Q for the
Quarter Ended March 31, 1998)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 210723-10-02 PAGE 3 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anjou International Company
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 60,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
60,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
60,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 0.7% (based upon 9,006,374 shares outstanding as of May 11,
1998 according to Consumer Water Company's Report on Form 10-Q for the
Quarter Ended March 31, 1998).
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 4 of 9
This Amendment No. 3, which amends the Statement on Schedule 13D,
filed November 19, 1987, as amended, of Compagnie Generale des Eaux ("CGE"),
whose name has been subsequently changed to Vivendi, is filed to reflect
information required pursuant to Rule 13d-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934 (the "Exchange Act"), as amended,
relating to the shares of Common Stock, par value $1.00 per share (the
"Shares"), of Consumers Water Company, a Maine corporation (the "Issuer").
Except as defined herein, all terms are used herein as defined in the Schedule
13D, as amended, filed prior hereto.
This Amendment No. 3 is the first electronic amendment to a paper
format Schedule 13D. Accordingly, pursuant to Rule 13d-2(e) of the General
Rules and Regulations under the Exchange Act and Rule 101(a)(2)(ii) of
Regulation S-T, CGE's original Statement on Schedule 13D and Amendments No. 1
and 2 thereto also are filed herewith as Exhibits 4, 5 and 6, respectively, in
order to restate the entire text of such previously filed paper Schedule 13D and
amendments.
ITEM 1. SECURITY AND ISSUER.
The second sentence of Item 1 of the Statement on Schedule 13D, as
amended, filed prior hereto, is hereby deleted in its entirety and is amended
and restated as follows:
The Issuer's principal executive offices are located at Three Canal
Plaza, Portland, Maine 04112.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Statement on Schedule 13D, as amended, filed prior
hereto is hereby deleted in its entirety and is amended and restated as follows:
(a) This statement is filed by Vivendi, a French corporation
("Vivendi"), and Anjou International Company ("Anjou"), a wholly owned
subsidiary of Vivendi. Vivendi is the new corporate name of CGE, the original
reporting person from the previous Schedule 13D and amendments.
(b) The business address of Vivendi is 42 Avenue de Friedland, 75380
Paris, Cedex 08, France. The business address of Anjou is c/o Anjou
International Management Services, Inc., 800 Third Avenue, New York, New York
10022.
(c) Vivendi and its subsidiaries are involved in three major sectors:
utilities (water, transport, waste management and energy), communications
(telecommunications, publishing, multimedia and audiovisual) and construction
and real estate.
Anjou is a holding company for certain of Vivendi's interests in
the United States.
<PAGE>
Page 5 of 9
The names, residence or business addresses and present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of the
executive officers and directors of Vivendi and Anjou are set forth in Exhibit 1
hereto and incorporated herein by reference.
(d) During the last five years, neither Vivendi nor, to the best of
Vivendi's knowledge, any of the directors or executive officers of Vivendi have
been convicted in criminal proceedings (excluding traffic violations or similar
misdemeanors).
During the last five years, neither Anjou nor, to the best of
Anjou's knowledge, any of the directors or executive officers of Anjou have been
convicted in criminal proceedings (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither Vivendi nor, to the best of
Vivendi's knowledge, any of the directors or executive officers of Vivendi was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
During the last five years, neither Anjou nor, to the best of
Anjou's knowledge, any of the directors or executive officers of Anjou was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The citizenship of the executive officers and the directors of
Vivendi and Anjou is set forth in Exhibit 1 hereto and incorporated herein by
reference.
<PAGE>
Page 6 of 9
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The first two sentences of Item 3 of the Statement on Schedule 13D, as
amended, filed prior hereto are deleted in their entirety and are amended and
restated as follows:
The aggregate purchase price for all of the Shares reported in this
statement was approximately $34,400,000 (excluding brokerage fees).
The funds for the purchase of the Shares reported in this statement
were obtained from general corporate funds and from dividends of the Issuer that
Vivendi used to purchase additional Shares pursuant to a Dividend Reinvestment
and Common Share Purchase Plan, as amended (the "Dividend Reinvestment Plan"),
of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
Clause (a) of Item 4 of the Statement on Schedule 13D, as amended,
filed prior hereto is hereby deleted in its entirety and is amended and restated
as follows:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer, except that Vivendi
intends to discontinue acquiring Shares through the Issuer's Dividend
Reinvestment Plan.
In addition, Clause (b) of Item 4 is hereby deleted in its entirety
and is amended and restated as follows:
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
except that, in a letter dated June 29, 1998 from Vivendi to the Issuer, a copy
of which is attached as Exhibit 2 hereto and incorporated by reference herein
(the "June Letter"), Vivendi stated that, subject to any rights of first refusal
of Consumers under the Issuer Agreement, it intended to vote, and cause Anjou to
vote, their respective Shares in favor of a proposed merger of the Issuer and
Philadelphia Suburban Corporation ("PSC") and surrender their Shares upon
consummation of the Merger, on the terms described in the press release attached
as Exhibit 3 hereto and incorporated by reference herein (the "Press Release").
The foregoing summary is qualified in its entirety by the June Letter and the
Press Release;
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Clause (a) of Item 5 of the Statement on Schedule 13D, as amended, filed
prior hereto is supplemented as follows:
As of June 29, 1998, Vivendi was the beneficial owner of 1,980,659
Shares constituting approximately 22.0% of the outstanding Shares (based upon
9,006,374 Shares
<PAGE>
Page 7 of 9
outstanding as calculated above). To the best knowledge of Vivendi, no director
or executive officer owns or has any right to acquire, directly or indirectly,
any Shares.
As of June 29, 1998, Anjou was the beneficial owner of 60,000 Shares
constituting approximately 0.7% of the outstanding Shares (based upon 9,006,374
Shares outstanding as calculated above). To the best knowledge of Anjou, no
director or executive officer owns or has any right to acquire, directly or
indirectly, any Shares other than as set forth in Exhibit 1.
As of June 29, 1998, Vivendi and Anjou were the beneficial owners of
2,040,659 Shares constituting approximately 22.7% of the outstanding Shares
(based upon 9,006,374 Shares outstanding as calculated above).
In the past sixty (60) days, Vivendi has made the following purchases
of Shares:
<TABLE>
<CAPTION>
NUMBER OF PRICE PER SHARE CHARACTER OF
DATE OF PURCHASE SHARES PURCHASED (EXCLUDING COMMISSIONS) TRANSACTION
---------------- ---------------- ----------------------- -----------
<S> <C> <C> <C>
5/26/98 26,250 21.573 Dividend
Reinvestment Plan
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Statement on Schedule 13D, as amended, filed prior
hereto is hereby deleted in its entirety and is amended and restated as follows:
Anjou is a wholly owned subsidiary of Vivendi. Pursuant to the June
Letter, Vivendi has informed the Issuer that it intends to vote, and cause Anjou
to vote, their respective Shares of the Issuer and of PSC in favor of the merger
and surrender their Shares upon consummation of the merger, subject to any
rights of the Issuer under the Issuer Agreement. The foregoing summary is
qualified in its entirety by the full text of the June Letter and the Press
Release. Other than the June Letter and except as disclosed in Item 5, neither
Vivendi nor Anjou nor, to the best of Vivendi's and Anjou's knowledge, any
person named in Item 2 hereof, has any contract, arrangement, understanding, or
relationship (legal or otherwise) with any person with respect to any securities
of the Issuer, including but not limited to any contract, arrangement,
understanding, or relationship concerning the transfer or the voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits,
<PAGE>
Page 8 of 9
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. List of Directors and Executive Officers of Vivendi.
2. Letter dated June 29, 1998 from Vivendi to the Issuer.
3. Press Release, dated June 29, 1998.
4. Statement on Schedule 13D filed by Vivendi dated November 19, 1987.
5. Amendment No. 1 to Statement on Schedule 13D filed by Vivendi dated July 1,
1988.
6. Amendment No. 2 to Statement on Schedule 13D filed by Vivendi dated
September 12, 1988.
<PAGE>
Page 9 of 9
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
VIVENDI
By /s/ Guillaume Hannezo
----------------------
Name: Guillaume Hannezo
Title: Chief Financial Officer
Dated: June 29, 1998
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ANJOU INTERNATIONAL COMPANY
By /s/ Michel Avenas
------------------
Name: Michel Avenas
Title: President
Dated: June 29, 1998
<PAGE>
EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS OF
VIVENDI
<TABLE>
<CAPTION>
----------------------- ------------------------------------------------------- ------------- ---------------------------
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT,
POSITION WITH VIVENDI INCLUDING THE NAME
NAME AND (PRINCIPAL BUSINESS) AND
BUSINESS ADDRESS CITIZENSHIP ADDRESS (IF DIFFERENT
THAN BUSINESS ADDRESS) OF
EMPLOYER
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
<S> <C> <C> <C>
I. Directors
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Chairman of the Board Jean-Marie Messier French Chairman of the Board and
and Chief Executive c/o Vivendi Chief Executive Officer
Officer 42 Avenue de Friedland of Vivendi and Cegetel
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Vice Chairman and Jean-Louis Beffa French Chairman and Chief
Director c/o Compagnie Saint Gobain les Miroirs Executive Officer of
18, Avenue d'Alsace Compagnie de Saint Gobain
92400 Courbevoie, France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Vice Chairman and Ambroise Roux French Honorary Chairman and
Director 8 Bis, Rue Marguerite Director of Alcatel
75017 Paris, France Alsthom
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Bernard Arnault French Chairman and Chief
c/o Vivendi Executive Officer of
42 Avenue de Friedland Louis Vuitton Moet
75380 Paris, Cedex 08, France Hennessy, Christian Dior,
Montaigne Participations
et Gestion and Compagnie
Financiere du Nord
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Jacques Calvet French Chairman of the
Consultative Council of
Morgan France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Honorary Chairman and Guy Dejouany French Honorary Chairman of
Director c/o Vivendi Compagnie des Eaux et de
42 Avenue de Friedland l'Ozone
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Jacques Friedmann French Chairman of the
c/o Vivendi Supervisory Board of
42 Avenue de Friedland AXA-UAP
75380 Paris, Cedex 08, France
- ---------------------------------------------------------------------------------- ------------- ---------------------------
Director Philippe Foriel-Destezet French Chairman and Chief
c/o Vivendi Executive Officer of
42 Avenue de Friedland Adecco, Finecco, Ecco and
75380 Paris, Cedex 08, France Idem
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
<S> <C> <C> <C>
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT,
POSITION WITH VIVENDI INCLUDING THE NAME
NAME AND (PRINCIPAL BUSINESS) AND
BUSINESS ADDRESS CITIZENSHIP ADDRESS (IF DIFFERENT
THAN BUSINESS ADDRESS) OF
EMPLOYER
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Paul-Louis Girardot French Managing Director
c/o Vivendi of Vivendi;
42 Avenue de Friedland Chairman and Chief
75380 Paris, Cedex 08, France Executive Officer of
Compagnie Financiere pour
le Radiotelephone - Cofira
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Serge Tchuruk French Chairman and Chief
c/o Vivendi Executive Officer of
42 Avenue de Friedland Alcatel Alsthom
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Rene Thomas French Chairman of the
c/o Banexi Supervisory Board of
16 Blvd. des Italiens Banque pour l'Expansion
75009 Paris, France Industrielle - BANEXI
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Marc Vienot French Honorary Chairman of
c/o Societe Generale Societe Generale
29 Boulevard Haussman
75009 Paris, France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Henri Lachmann French Former Chairman and
c/o Vivendi Chief Executive Officer
42 Avenue de Friedland of Strafor Facom
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------ ------------- ----------------------------
Director Simon Murray British Managing Director
c/o Vivendi of Deutsche Bank
42 Avenue de Friedland Southeast Pacific
75380 Paris, Cedex 08, France Region
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT,
INCLUDING THE NAME
(PRINCIPAL BUSINESS) AND
NAME AND ADDRESS (IF DIFFERENT
POSITION WITH VIVENDI BUSINESS ADDRESS CITIZENSHIP THAN BUSINESS ADDRESS) OF
EMPLOYER
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
<S> <C> <C> <C>
II. Executive Officers
(other than those who
are also Directors)
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Daniel Caille French
Member-Water c/o Vivendi
42 Avenue de Friedland
75385 Paris, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Director of Human Jean-Francois Colin French
Resources c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Director of Christine Delavennat French
Communication and c/o Vivendi
External Relations 42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Company Secretary and Jean-Francois Dubos French
Secretary to the Board c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Philippe Germond French
Member-Telecommunications c/o Vivendi
42 Avenue de Friedland
75385 Paris, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Guillaume Hannezo French
Member-Finance Director c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Director of Legal Affairs Gilbert Klajnman French
c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Henri Proglio French
Member-Waste Management c/o Vivendi
and Transport 42 Avenue de Friedland
75384, Paris, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Management Agnes Audier French
Committee Member c/o Vivendi
42 Avenue de Friedland
75384, Paris, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Stephane Richard French
Member-Property c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT,
INCLUDING THE NAME
(PRINCIPAL BUSINESS) AND
NAME AND ADDRESS (IF DIFFERENT
POSITION WITH VIVENDI BUSINESS ADDRESS CITIZENSHIP THAN BUSINESS ADDRESS) OF
EMPLOYER
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
<S> <C> <C> <C>
Executive Committee Antoine Zacharias French
Member--Construction c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Eric Licoys French
Member-Publishing and c/o Vivendi
Multimedia 42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Management Committee Thierry de Beauce French
Member c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
</TABLE>
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF
ANJOU INTERNATIONAL COMPANY
<TABLE>
<CAPTION>
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT, INCLUDING THE
NAME (PRINCIPAL BUSINESS)
AND ADDRESS (IF DIFFERENT
POSITION WITH ANJOU NAME AND THAN BUSINESS ADDRESS) OF
INTERNATIONAL COMPANY BUSINESS ADDRESS CITIZENSHIP EMPLOYER
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
<S> <C> <C> <C>
I. Directors
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Chairman of the Board William Kriegel USA Chairman of the Board and
and Chief Executive c/o Anjou International Management Services, Inc. Chief Executive Officer of
Officer 800 Third Avenue Sithe Energies, Inc.; Chairman of
New York, New York 10022 the Board of Air & Water
Technologies Corporation
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
President and Director Michel Avenas (1) French
c/o Anjou International Management Services, Inc.
800 Third Avenue
New York, New York 10022
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Director Thierry M. Mallet French President and CEO of Air &
c/o Air & Water Technologies Corporation Water Technologies
800 Third Avenue Corporation
New York, New York 10022
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Director Michel Gourvennec French President and Chief Executive
3225 Aviation Avenue Officer of Montenay International
Miami, Florida 33133 Corporation
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Director W. Harrison Wellford, Esq. USA Partner at Latham & Watkins;
Latham & Watkins Vice Chairman of Sithe Energies,
1001 Pennsylvania Avenue, NW Inc.
Suite 1300
Washington, DC 20004
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
II. Executive Officers
(other than those who
are also Directors)
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Senior Vice President John T. Kelly USA
c/o Anjou International Management Services, Inc.
800 Third Avenue
New York, New York 10022
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Vice President and Chief Christian G. Farman USA
Financial Officer c/o Anjou International Management Services, Inc.
800 Third Avenue
New York, New York 10022
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Vice President and Neil Lawrence Lane USA
General Counsel c/o Anjou International Management Services, Inc.
800 Third Avenue
New York, New York 10022
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
</TABLE>
(1) Michel Avenas is the beneficial owner of 100 Shares of Consumers Water
Company.
<PAGE>
EXHIBIT 2
VIVENDI
42 Ave de Friedland
Paris 08
France
June 29, 1998
Mr. Nicholas DeBenedictis
Chairman, President and
Chief Executive Officer
Philadelphia Suburban Corporation
762 Lancaster Avenue
Bryn Mawr, Pennsylvania
Re: Consumers Water Company
Dear Mr. DeBenedictis:
It is Vivendi's understanding that Philadelphia Suburban
Corporation ("PSC") and Consumers Water Company ("Consumers") are entering into
an Agreement and Plan of Merger, dated as of June 27, 1998 (the "Merger
Agreement") which Merger Agreement generally provides for the merger (the
"Merger") of Consumers into Consumers Acquisition Company, a Pennsylvania
corporation and wholly owned subsidiary of PSC, and the conversion of the issued
and outstanding common shares of Consumers into common shares of PSC, as
described in the draft press release attached hereto ("Press Release").
As you are aware, Vivendi and its affiliates hold 2,040,659
shares of common stock in Consumers (the "Consumers Common Stock") and 3,651,866
shares of common stock in PSC (the "PSC Common Stock").
The purpose of this letter is to inform PSC that Vivendi intends
to vote (or cause to be voted) all of the Consumers Common Stock over which
Vivendi or its affiliates have voting authority in favor of (i) the Merger
Agreement and (ii) the Merger, on the terms described in the Press Release, at
any meeting of the shareholders of Consumers called to vote on such matters or
<PAGE>
in any other circumstance upon which a vote, consent, or other approval with
respect to the Merger is sought.
In addition, Vivendi intends to surrender the certificate or
certificates representing the Consumers Common Stock over which Vivendi has
authority to PSC upon consummation of the Merger as described in the Merger
Agreement.
Finally, Vivendi intends to vote (or cause to be voted) all of
the PSC Common Stock over which Vivendi or its affiliates has voting authority
in favor of (i) the Merger Agreement, (ii) the Merger, and (iii) the
authorization or issuance of shares of PSC Common Stock in connection with the
Merger, at any meeting of shareholders of PSC called to vote on such matters or
any adjournment thereof or in any other circumstance upon which a vote, consent,
or other approval with respect to the Merger is sought.
As you are aware, pursuant to a letter agreement dated February
7, 1987, Vivendi has granted a right of first refusal in respect of its
Consumers Common Stock in favor of Consumers, which is exercisable in certain
circumstances. Vivendi's intentions described above are subject to any rights of
Consumers under that letter agreement.
Sincerely,
/s/ Guillaume Hannezo
---------------------
Guillaume Hannezo
Chief Financial Officer
<PAGE>
[Letterhead of Philadelphia Suburban Corporation]
EXHIBIT 3
PHILADELPHIA SUBURBAN CORPORATION TO MERGE
WITH CONSUMERS WATER COMPANY
Merger to Create Nation's Second Largest Investor-Owned Water Utility
in Consolidating Industry
Bryn Mawr, PA and Portland, ME, June 29, 1998-PSC (NYSE! PSC), the
nation's third largest investor-owned water utility holding company, and
Consumers Water Company (NASDAQ: CONW) today announced that their respective
boards of directors have approved a definitive agreement for approximately $270
million in a stock merger agreement, creating the second largest investor-owned
water utility in the U.S., serving over 1.6 million residents in Pennsylvania,
Ohio, Illinois, New Jersey and Maine.
Under the terms of the agreement, which includes a collar, Consumers'
shareholders will receive 1.459 share of PSC common stock for each Consumers'
share. The merger will be tax-free to shareholders of both companies and will be
accounted for as a pooling of interests. The merger, which is subject to Hart-
Scott-Rodino clearance, shareholder approvals, state regulatory approvals and
other customary conditions, is expected to close before the end of the year.
This transaction represents a premium for Consumers' shareholders of
approximately 26 percent based on the closing prices of Consumers and PSC on
Friday, June 26. The transaction is expected to be accretive to PSC earnings on
an ongoing basis exclusive of one-time transaction costs. As a result of the
transaction PSC will assume debt of approximately $190 million.
Vivendi, a $33 billion French company and largest water company in the
world which owns 13 percent of PSC and 23 percent of Consumers, has stated its
intent to support the combination.
Noting that the U.S. water utility industry is in the very early stages
of consolidation with more than 50,000 separate water utility systems
nationally, PSC Chairman Nicholas DeBenedictis said. "This is a compelling
transaction for the shareholders of both companies as we will have a strong
balance sheet and a dynamic new platform for growth through acquisitions. We
also expect to achieve meaningful synergies, mainly through increased purchasing
leverage in such areas as electricity, chemicals and equipment."
Consumers Water President Peter L. Haynes said, "This transaction makes
eminent sense for our shareholders, giving them an immediate premium for their
shares plus the upside of participating in an early-stage consolidation story.
PSC has a strong management team and, especially with its close relationship
with Vivendi, will be in an excellent position to accelerate growth and
earnings."
Said Daniel Caille, Chairman of General des Eaux, the water division of
Vivendi (formerly Compagnie Generale des Eaux) "We are excited by the
combination of PSC and Consumers and believe this new enlarged entity will be a
meaningful participant in the consolidating U.S. water industry in which we have
been participating through PSC for the last 20 years."
DeBenedictis continued: "Over the next several years, we expect a wave
of consolidation in the water industry as the costs of meeting increasingly
stringent water standards rise. Small private or investor-owned water systems--
as well as many thousands of municipal systems facing budgetary constraints and
considering privatization--are increasingly turning to professional operators
such as
<PAGE>
ourselves. We expect the combined company to be an aggressive acquirer of
attractive assets. And, through our relationship with Vivendi, the largest water
company in the world, we will also be well positioned to support Vivendi on
privatized services and management contracts." He added that, eventually, the
Company's increased size could also give it the mass needed to market other
utility services in conjunction with gas and electric companies.
"Consumers Water has a 70 year tradition of quality service in the
industry and has recently focused their strategy on growth in the water utility
industry. We are looking forward to joining with the professionals at Consumers
to make this merger a win-win," said DeBenedictis.
Since 1992, PSC has pursued a growth-through-acquisition strategy that
has resulted in more than 25 water company acquisitions and two wastewater
system acquisitions. "With our corporate strategy focused on growth and today's
announcement, we have stepped up the pace dramatically," said DeBenedictis who
will continue as PSC chairman and CEO.
Under the agreement, Consumers will become a wholly owned subsidiary of
PSC, the parent company of Philadelphia Suburban Water Company (PSW). Current
PSC management will continue to manage their existing operation and overall
corporate activities while the Consumers' state subsidiaries will continue to be
managed by the current subsidiary presidents.
Caille added that Vivendi, through its U.S. subsidiary Air & Water
Technology--the country's largest contractor for the privatization of water and
wastewater services--"is interested in the development of a close relationship
between PSC and Air & Water Technology and plans to work with PSC on
privatization projects in the five states in which we will operate after the
merger closes." Vivendi also sees the benefit of using PSC's cost-effective
services such as laboratory, customer service and billing activities and joint
purchasing opportunities as supportive of our expanding U.S. privatization and
operations and management contracts.
Salomon Smith Barney served as financial advisor to PSC, and SG Barr
Devlin served as financial advisor to Consumers Water.
Consumers Water owns seven water utilities with operating subsidiaries
located in Ohio, Illinois, Pennsylvania, New Jersey, and Maine. The company
serves approximately 670,000 residents in a five-state area.
PSC is currently the third-largest, investor-owned water utility in the
country, serving approximately one million residents in 97 municipalities in
Delaware, Montgomery, Chester, Bucks and Berks Counties in Pennsylvania.
<PAGE>
EXHIBIT 4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
to
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
CONSUMERS WATER COMPANY
-----------------------
(Name of Issuer)
COMPAGNIE GENERALE DES EAUX
---------------------------
(Name of Person Filing Statement)
Common Shares, Par Value $1.00 Per Share
----------------------------------------
(Title of Class of Securities)
210723 10 2
--------------
(CUSIP Number)
Jean-Claude Banon
Compagnie Generale des Eaux
52, rue d'Anjou
75384 Paris, France
33-1-42-66-91-50
-------------------------------------------------
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies of all notices should be sent to:
Rohan S. Weerasinghe, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
(212) 848-7088
September 7, 1988
-----------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [_]
Check the following box if a fee is being paid with this statement: [_]
Page 1 of 4 Pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 210723-10-2 13D PAGE 2 OF 4 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Compagnie Generale des Eaux
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Republic of France
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 1,160,075 shares owned directly
NUMBER OF 8,900 shares subject to option
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 1,160,075 shares owned directly
REPORTING 8,900 shares subject to option
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,160,075 shares owned directly
8,900 shares subject to option
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 19.7% owned directly
.1% subject to option
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 2, which amends the Schedule 13D, as amended,
previously filed, of Compagnie Generale des Eaux, a French corporation, is filed
to reflect information required pursuant to Rule 13d-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, relating to
the shares of Common Stock, par value $1.00 per share, of Consumers Water
Company (the "Shares"). Except as defined herein, all terms are used herein as
defined in the Schedule 13D, as amended, filed prior hereto.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The first sentence of Item 3 of the Schedule 13D, as amended, filed
prior hereto is deleted in its entirety and is amended and restated as follows:
The aggregate purchase price for all of the Shares reported in this
statement was approximately $18,884,960.50 (including brokerage fees).
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is supplemented as follows:
As of September 7, 1998 CGE is the direct owner, with sole dispositive
and voting power, of 1,160,075 Shares, or approximately 19.7%, of the issued and
outstanding Shares (based upon the 5,896,121 Shares indicated to be outstanding
as of August 5, 1988, according to Issuer's Form 10-Q for the quarter ended June
30, 1988). In addition, as of the close of business on September 7, 1988, CGE
is also the beneficial owner of 8,900 Shares subject to the Option Agreement,
constituting an additional 0.1% of the outstanding Shares.
In the past sixty days CGE has made the following purchases of Shares,
all of which were open market transactions:
<TABLE>
<CAPTION>
Date of Number of Price Per Share
of Purchase Shares Purchased (Excluding Commissions)
- ----------- ---------------- -----------------------
<S> <C> <C>
July 7, 1988 2,600 $18.385
July 8, 1988 2,000 $18.385
July 26, 1988 3,000 $18.385
August 4, 1988 5,000 $18.385
August 11, 1988 3,000 $18.385
August 26, 1988 1,000 $18.385
August 29, 1988 5,000 $18.635
August 31, 1988 2,000 $18.635
September 7, 1988 35,000 $18.51
September 7, 1988 7,500 $18.635
</TABLE>
Page 3 of 4 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
COMPAGNIE GENERALE DES EAUX
By /s/ Jean-Marie Blondeau
-----------------------
Jean-Marie Blondeau
Senior Executive
Vice President
Dated: September 9, 1988
Page 4 of 4 Pages
<PAGE>
EXHIBIT 5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
CONSUMERS WATER COMPANY
-----------------------
(Name of Issuer)
COMPAGNIE GENERALE DES EAUX
---------------------------
(Name of Person Filing Statement)
Common Shares, Par Value $1.00 Per Share
----------------------------------------
(Title of Class of Securities)
210723 10 2
--------------
(CUSIP Number)
Jean-Claude Banon
Campagnie Generale des Eaux
52, rue d'Anjou
75384 Paris, France
33-1-42-66-91-50
-------------------------------------------------
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies of all notices should be sent to:
Rohan S. Weerasinghe, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
(212) 848-7088
June 28, 1988
-----------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [_]
Check the following box if a fee is being paid with this statement: [_]
Page 1 of 4 Pages
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 210723-10-2 13D PAGE 2 OF 4 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Compagnie Generale des Eaux
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Republic of France
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 1,078,975 shares owned directly
NUMBER OF 8,900 shares subject to option
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 1,078,975 shares owned directly
REPORTING 8,900 shares subject to option
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,078,975 shares owned directly
8,900 shares subject to option
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 18.3% owned directly
.1% subject to option
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1, which amends the Schedule 13D, previously filed,
of Campagnie Generale des Eaux, a French corporation, is filed to reflect
information required pursuant to Rule 13d-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended, relating to the shares of
Common Stock, par value $1.00 per share, of Consumers Water Company (the
"Shares"). Except as defined herein, all terms are used herein as defined in the
Schedule 13D filed prior hereto.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The first sentence of Item 3 of the Schedule 13D filed prior hereto is
deleted in its entirety and is amended and restated as follows:
The aggregate purchase price for all of the Shares reported in this
statement was approximately $17,386,437 (including brokerage fees).
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is supplemented as follows:
As of June 28, 1988 CGE is the direct owner, with sole dispositive and
voting power, of 1,078,975 Shares, or approximately 18.3% of the issued and
outstanding Shares. In addition, as of the close of business on June 28, 1988
CGE is also the beneficial owner of 8,900 Shares subject to the Option
Agreement, constituting an additional 0.1% of the outstanding Shares.
In the past sixty days CGE has made the following purchases of Shares,
all of which were open market transactions (except as noted below):
<TABLE>
<CAPTION>
Date of Number of Price Per Share
of Purchase Shares Purchased (Excluding Commissions)
----------- ---------------- -----------------------
<S> <C> <C>
April 29, 1988 1,000 $17.50
May 4, 1988 1,000 $17.50
May 5, 1988 2,000 $17.50
May 6, 1988 1,000 $17.25
May 10, 1988 2,000 $17.25
May 20, 1988 2,000 $17.00
May 25, 1988 5,000 $16.75
May 26, 1988 6,000 $16.75
May 27, 1988 18,000 $17.7073
(private purchase)
June 2, 1988 2,000 $18.385
June 10, 1988 6,500 $18.385
June 13, 1988 3,000 $18.385
June 17, 1988 1,600 $18.385
June 20, 1988 5,000 $18.25
June 22, 1988 7,300 $18.385
June 28, 1988 2,500 $18.25
</TABLE>
Page 3 of 4 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
COMPAGNIE GENERALE DES EAUX
By /s/ Jean-Marie Blondeau
--------------------------
Jean-Marie Blondeau
Senior Executive
Vice President
Dated: June 30, 1988
Page 4 of 4 Pages
<PAGE>
EXHIBIT 6
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
CONSUMERS WATER COMPANY
-----------------------
(Name of Issuer)
COMPAGNIE GENERALE DES EAUX
---------------------------
(Name of Person Filing Statement)
Common Shares, Par Value $1.00 Per Share
----------------------------------------
(Title of Class of Securities)
210723 10 2
--------------
(CUSIP Number)
Jean-Claude Banon
Campagnie Generale des Eaux
52, rue d'Anjou
75384 Paris, France
33-1-42-66-91-50
-------------------------------------------------
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies of all notices should be sent to:
Rohan S. Weerasinghe, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
(212) 848-7088
November 12, 1987
-----------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [_]
Check the following box if a fee is being paid with this statement: [X]
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 210723-10-2 13D PAGE OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Compagnie Generale des Eaux
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Republic of France
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 1,001,075 shares owned directly
NUMBER OF 8,900 shares subject to option
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 1,001,075 shares owned directly
REPORTING 8,900 shares subject to option
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,001,075 shares owned directly
8,900 shares subject to option
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 17.2% owned directly
.1% subject to option
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Shares, par value $1.00 per share
(the "Shares"), of Consumers Water Company, a Maine corporation (the "Issuer").
The Issuer's principal executive offices are located at Four Canal Plaza,
Portland, Maine 04112. According to Form 10-Q for the Quarter ended September
30, 1987 filed by the Issuer with the Securities and Exchange Commission (the
"September 10-Q"), the Issuer had 5,835,722 Shares outstanding as of November 6,
1987.
Item 2. Identity and Background.
-----------------------
(a) This statement is filed by Compagnie Generale des Eaux, a French
corporation ("CGE").
(b) The address of CGE's principal business and principal office is
52, rue d'Anjou, 75384 Paris, France.
(c) The principal business of CGE is providing various municipal and
community services such as: water and waste water treatment, solid waste
collection and disposal, operation of heating, ventilation and air conditioning
facilities and urban heating systems, acting as a contractor for engineering and
construction of water works and housing, and providing other civil engineering
services.
The names, business addresses and present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of the executive
officers and
<PAGE>
directors of CGE are set forth in Annex I hereto and incorporated herein by
reference.
(d) During the last five years, neither CGE nor, to the best of CGE's
knowledge, any of the directors or executive officers of CGE has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither CGE nor, to the best of CGE's
knowledge, any of the directors or executive officers of CGE was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) The citizenship of each of the executive officers and directors of
CGE is set forth in Annex I hereto and incorporated herein by reference.
Item 3. Source and Amount of Funds of Other Consideration.
- ------ -------------------------------------------------
The aggregate purchase price for all of the Shares reported in this
statement was approximately $16,017,855 (including brokerage fees).
The funds for the purchase of the Shares were obtained from CGE's
general corporate funds. Although CGE has not yet determined the source of funds
for future
<PAGE>
purchases of Shares pursuant to the Option Agreement (as hereinafter defined),
it is CGE's present intention to make such purchases from its general corporate
funds.
Item 4. Purpose of Transaction.
- ------ ----------------------
The Shares purchased by CGE were acquired, and are being held, as an
investment. If CGE exercises the right to purchase additional Shares under the
Option Agreement, such additional Shares are also to be acquired and held as an
investment. CGE has not determined whether it will exercise the option provided
in the Option Agreement.
CGE intends to review its investment position in the Issuer
periodically and, depending on such review and the Issuer's business, prospects
and future developments, CGE may seek to acquire further Shares, including
additional Shares pursuant to the Option Agreement, or may dispose of its
Shares.
Pursuant to the Issuer Agreement (as hereinafter defined) the Issuer
nominated Jean-Claude Banon ("Mr. Banon"), who is employed as an advisor to
CGE's General Management, to serve on the Issuer's board of directors, in its
Proxy Statement relating to the annual meeting of its shareholders held on May
6, 1987. On such date, Mr. Banon was elected to serve on the Issuer's board of
directors until the next annual meeting of the Issuer's shareholders and the
election and qualification of his successor.
<PAGE>
Except as set forth herein, CGE has no present plans or proposals which may
relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which my impede the acquisition of control of the
Issuer by any person;
(h) A class of securities of the Issuer being delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer
<PAGE>
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
(a) On November 12, 1987, CGE purchased 1,000,475 Shares at a price of
$16.00 per Share in a private purchase from Anjou International Company, a
Delaware corporation ("Anjou") and a wholly owned subsidiary of CGE, pursuant to
a Stock Purchase Agreement dated as of such date.
Subsequent to November 12, 1987, CGE made the following purchases of
shares:
<TABLE>
<CAPTION>
Dates Number of Shares Character of Transaction Price
- ----- ---------------- ------------------------ -----
<S> <C> <C> <C>
11/13/87 200 Open Market Purchase $16.50
11/16/87 200 " " " 17.00
11/17/87 200 " " " 17.00
</TABLE>
On February 7, 1986, Anjou entered into a Stock Option Agreement with
John H. Schiavi, Eleanor P. Schiavi and Joan B. Schiavi as Trustee (the "Option
Agreement"), pursuant to which Anjou was granted option to acquire 4,450 Shares
(now 8,900 Shares as a result of a stock split in September 1986) from John H.
Schiavi upon the termination of his position as a director of the Issuer, at the
then market price. On November 12, 1987, Anjou assigned to CGE all of its rights
under the Option Agreement.
Concurrently with the execution of the Option Agreement, Anjou entered
into an agreement with the Issuer
<PAGE>
(the "Issuer Agreement"), pursuant to which the Issuer agreed to provide Anjou
with certain registration rights under the Securities Act of 1933 with respect
to Shares owned by Anjou and to nominate in 1987 and thereafter one Anjou
representative to the Issuer's twelve member board of directors. The Issuer
Agreement also granted to the Issuer the right of first refusal in respect of
those Shares acquired by Anjou, subject to certain limited exceptions for sales
pursuant to Rule 144 under the Securities Act of 1933, sales representing less
than 5% of the outstanding Shares, sales pursuant to a registration statement,
transfers to affiliated entities and pledges of Shares to financial institutions
to secure bona fide loans. Pursuant to the Issuer Agreement, the Issuer
nominated Mr. Banon, who is employed as an advisor to CGE's General Management,
to serve on the Issuer's board of directors, in its Proxy Statement relating to
the annual meeting of its shareholders held on May 6, 1987. On such date, Mr.
Banon was elected to serve on the Issuer's board of directors until the next
annual meeting of the Issuer's shareholders and the election and qualification
of his successor. Mr. Banon is the direct owner of 20 Shares.
On November 12, 1987, Anjou assigned to CGE all of its rights and obligations
under the Issuer Agreement, and the Issuer consented to such assignment.
Summaries of the Option Agreement and the Issuer
<PAGE>
Agreement are qualified in their entirety by reference to the complete text of
such Agreements, copies of which are attached as exhibits to this Schedule 13D
and are incorporated herein by reference.
As of the close of business on November 18, 1987, CGE owned directly
1,001,075 Shares, constituting approximately 17.2% of the outstanding Shares
(based upon the 5,835,722 Shares indicated to be outstanding as of November 6,
1987, according to the September 10-Q). As of the close of business on November
18, 1987, CGE was also the beneficial owner of 8,900 Shares subject to the
Option Agreement, constituting an additional .1% of the outstanding Shares
computed as above described. Aggregating all such Shares, as of the close of
business on November 18, 1987, CGE was the beneficial owner of approximately
17.3% of the outstanding Shares.
(b) CGE has the sole power to vote or direct the vote and to dispose or to
direct the disposition of all Shares owned directly by it. If CGE exercises the
option contained in the Option Agreement, it will have the sole power to vote or
direct the vote and dispose or to direct the disposition of all Shares obtained
upon such exercise.
(c) Except as set forth above, neither CGE nor, to the best of CGE's
knowledge, any of the directors or executive officers of CGE (a) owns, or has
any right to acquire, directly or indirectly, any Shares or (b) has in the
<PAGE>
past sixty days effected any transactions in the Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
- ------ ----------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Except as disclosed in Item 5, neither CGE nor, to the best of CGE's
knowledge, any person named in Item 2 hereof has any contract, arrangement,
understanding, or relationship (legal or otherwise) with any person with respect
to any securities of the Issuer, including but not limited to any contract,
arrangement, understanding, or relationship concerning the transfer or the
voting of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
- ------ --------------------------------
(a) Stock Purchase Agreement dated November 12, 1987 between CGE and
Anjou.
(b) Stock Option Agreement dated February 7, 1986 between John H.
Schiavi, Eleanor P. Schiavi, Joan B. Schiavi as Trustee and Anjou.
(c) Agreement dated February 7, 1986 between the Issuer and Anjou.
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
COMPAGNIE GENERALE DES EAUX
By /s/ Jean-Marie Blondeau
---------------------------
Jean-Marie Blondeau
Senior Executive
Vice President
Dated: November 18, 1987
