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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN WATER WORKS COMPANY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 51-0063696
(State of Incorporation) (I.R.S. Employer
Identification Number)
1025 LAUREL OAK ROAD
VOORHEES, NEW JERSEY 08043
(Address of principal executive offices)
EMPLOYEES' STOCK OWNERSHIP PLAN
OF AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
(Full Title of the Plan)
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W. Timothy Pohl, Esq. Copy to:
Secretary and General Counsel George W. Patrick, Esq.
American Water Works Company, Inc. Dechert Price & Rhoads
1025 Laurel Oak Road 4000 Bell Atlantic Tower
Voorhees, New Jersey 08043 1717 Arch Street
(Name and address of agent for service) Philadelphia, Pennsylvania
(609) 346-8200 19103
(Telephone number, including area (215) 994-2631
code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share (1) price (1)
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Common Stock,
par value
$1.25 per 500,000
share shares $29.625 $14,812,500 $5,107.76
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(1) Estimated solely for purposes of computing the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933 on the basis of $29.625 per share, the average
of the high and low prices of the Registrant's Common Stock as
reported on the New York Stock Exchange on March 28, 1994.
EXHIBIT INDEX IS ON PAGE 8.
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PRIOR REGISTRATION STATEMENT
This registration statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering additional
shares of Common Stock (the "Common Stock") of American Water Works
Company, Inc. (the "Registrant") in connection with the Employees' Stock
Ownership Plan of American Water Works Company, Inc. and its Designated
Subsidiaries (the "Plan"). A registration statement on Form S-8, File No.
33-34804 (the "Prior Registration Statement"), was filed in May, 1990 in
respect of shares of Common Stock to be offered pursuant to the Plan and is
currently effective. The contents of the Prior Registration Statement, to
the extent not otherwise amended or superseded by the contents hereof, are
incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Registrant
are incorporated by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993 filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act").
2. The description of the Common Stock of the Registrant
contained in the Registrant's Registration Statement No. 2-35086 on Form S-
7, including any amendment or report filed hereafter for the purpose of
updating such description.
All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As authorized by the Delaware General Corporation Law, Section 145,
the Registrant's By-Laws provide that the Registrant shall indemnify and
advance expenses to currently acting and former directors, officers and
employees of the Registrant or a constituent corporation absorbed in a
consolidation or merger, and any person who is or was serving at the
request of the Registrant or a constituent corporation absorbed in a
consolidation or merger, as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise,
including an employee benefit plan, to the extent that such person is not
otherwise indemnified and to the extent that such indemnification is not
prohibited by applicable law, whenever they are defendants or threatened to
be made defendants in any legal or administrative proceeding by reason of
their relationship with the Registrant.
As authorized by the Delaware General Corporation Law, Section 145,
the Registrant maintains and pays the premiums on a directors and officers
liability insurance policy for its liability and that of its directors and
officers and those of its subsidiaries.
In addition, as authorized by Delaware law, the Registrant's
stockholders have amended the Registrant's Certificate of Incorporation to
provide that no director shall be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for breach of the director's duty of
loyalty, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174
of the Delaware General Corporation Law (concerning unlawful dividends,
stock purchases and stock redemptions) or (d) for any transaction from
which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
See the Exhibit Index on page 8.
ITEM 9. UNDERTAKINGS.
Undertaking required by Item 512(a)
of Regulation S-K
The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
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(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Undertaking required by Item 512(b)
of Regulation S-K
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to the
initial bona fide offering thereof.
Undertaking required by Item 512(h)
of Regulation S-K
A brief description of the indemnification provisions relating to
directors, officers and controlling persons of the Registrant against
liability is set forth in Item 6 of Part II of the Registration Statement.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
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controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue. To the extent that insurance
maintained by the Registrant may provide its directors, officers and
controlling persons with indemnification against such liabilities, no
waivers or undertakings are made with respect thereto.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Voorhees, New Jersey, on this
4th day of February, 1994.
AMERICAN WATER WORKS COMPANY, INC.
/s/ George W. Johnstone
George W. Johnstone, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ George W. Johnstone President and Chief February 4, 1994
George W. Johnstone Executive Officer and
Director
/s/ J. James Barr Vice President and February 4, 1994
J. James Barr Treasurer (Chief
Financial Officer)
/s/ Robert D. Sievers Comptroller February 4, 1994
Robert D. Sievers (Chief Accounting Officer)
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/s/ Marilyn W. Lewis Chairman of the February 4, 1994
Marilyn W. Lewis Board of Directors
/s/ William O. Albertini
William O. Albertini Director February 4, 1994
/s/ William R. Cobb
William R. Cobb Director February 4, 1994
/s/ Elizabeth H. Gemmill
Elizabeth H. Gemmill Director February 4, 1994
/s/ Henry G. Hager
Henry G. Hager Director February 4, 1994
/s/ Nelson G. Harris
Nelson G. Harris Director February 4, 1994
/s/ William F. Hyland
William F. Hyland Director February 4, 1994
/s/ Nancy W. Wainwright
Nancy W. Wainwright Director February 4, 1994
/s/ Paul W. Ware
Paul W. Ware Director February 4, 1994
/s/ Ross A. Webber
Ross A. Webber Director February 4, 1994
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EXHIBIT INDEX
Exhibit Numbers are in accordance with
the Exhibit Table in Item 601 of Registration S-K
Page Number of
Exhibit No. Document Registration Statement
5 Opinion of Dechert Price & Rhoads 9
23.1 Consent of Price Waterhouse 10
23.2 Consent of Dechert Price & Rhoads 9
(contained in opinion filed as
Exhibit 5 to the Registration
Statement)
24 Power of Attorney 11 & 12
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EXHIBIT 5
[Letterhead of Dechert Price & Rhoads]
March 29, 1994
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, NJ 08043
Ladies and Gentlemen:
American Water Works Company, Inc., a Delaware corporation (the
"Company"), is about to file a registration statement (the "Registration
Statement") on Form S-8 with the Securities and Exchange Commission
relating to the offering of an additional 500,000 shares (the "Additional
Shares") of its Common Stock, par value $1.25 per share, pursuant to the
Employees' Stock Ownership Plan of American Water Works Company, Inc. and
Its Designated Subsidiaries (the "Plan").
We are informed by the Company, and we have assumed for the purposes
of this opinion, that the Additional Shares will be newly issued shares of
Common Stock of the Company purchased by the Plan directly from the
Company. The Company has 100,000,000 authorized shares of Common Stock, of
which approximately 31,000,000 are now outstanding and approximately
32,000,000 are reserved for issuance in connection with various other plans
of the Company.
We have examined such corporate records of the Company and other
documents as we have deemed appropriate to give this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of Delaware.
2. The Additional Shares have been duly authorized and, when issued
and sold in accordance with the Plan, and upon receipt by the Company of
the consideration therefor, will be validly issued, fully paid and
nonassessable.
3. No personal liability will attach to the ownership of the
Additional Shares under the laws of the State of Delaware.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Dechert Price & Rhoads
Dechert Price & Rhoads
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 1, 1994 appearing on page
35 of the 1993 Annual Report to Stockholders of American Water Works Company,
Inc., which is incorporated by reference in American Water Works Company,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993. We
also consent to the incorporation by reference of our report on the Financial
Statements Schedules, which appears on page 12 of such Annual Report on Form
10-K.
/s/ Price Waterhouse
PRICE WATERHOUSE
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
March 30, 1994
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EXHIBIT 24
AMERICAN WATER WORKS COMPANY, INC.
POWER OF ATTORNEY
Each of the undersigned, in his or her capacity as an officer or
director, or both, of AMERICAN WATER WORKS COMPANY, INC., a Delaware
corporation, does hereby appoint George W. Johnstone and W. Timothy Pohl,
severally, each with full power to act without the other, as his or her
true and lawful attorneys to execute in his or her name, place and stead,
in his or her capacity as an officer or director, or both, of said
corporation, a Registration Statement on Form S-8 under the Securities Act
of 1933, relating to the offer and sale of shares of Common Stock of said
corporation pursuant to the Employees' Stock Ownership Plan of American
Water Works Company, Inc. and Its Designated Subsidiaries, and any and all
amendments and post-effective amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission; and does hereby provide that each
of said attorneys shall have full power of substitution and resubstitution
and that each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned in any and all
capacities every act whatsoever required to be done in the premises, as
fully and to all intents and purposes as he or she might or could do in
person, hereby ratifying and approving the acts of said attorneys and each
of them.
IN WITNESS WHEREOF, the undersigned have executed this instrument,
this 4th day of February, 1994.
/s/ George W. Johnstone /s/ Marilyn W. Lewis
George W. Johnstone, President Marilyn W. Lewis, Chairman
and Chief Executive Officer of the Board of Directors
and Director
/s/ J. James Barr /s/ William O. Albertini
J. James Barr, Vice President William O. Albertini, Director
and Treasurer
/s/ Robert D. Sievers /s/ William R. Cobb
Robert D. Sievers, Comptroller William R. Cobb, Director
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/s/ Elizabeth H. Gemmill /s/ Henry G. Hager
Elizabeth H. Gemmill, Director Henry G. Hager, Director
/s/ Nelson G. Harris /s/ William F. Hyland
Nelson G. Harris, Director William F. Hyland, Director
/s/ Nancy W. Wainwright /s/ Paul W. Ware
Nancy W. Wainwright, Director Paul W. Ware, Director
/s/ Ross A. Webber
Ross A. Webber, Director
