Page 1 of 15
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
--------------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
------------------- ---------------------
Commission File Number 1-3437-2
----------------------------------------------------
A: Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SAVINGS PLAN FOR EMPLOYEES OF AMERICAN WATER WORKS
COMPANY, INC. AND ITS DESIGNATED SUBSIDIARIES
B: Name of issuer of the Securities held pursuant to the plan and the
address of its principal executive office:
AMERICAN WATER WORKS COMPANY, INC.
1025 LAUREL OAK ROAD
VOORHEES, NEW JERSEY 08043
<PAGE>
INDEX
PAGE
Signature 3
Report of Independent Accountants 6
Audited Plan Financial Statements and Schedules
Prepared in Accordance With The Financial Reporting
Requirements of ERISA 7 to 15
<PAGE>
SIGNATURE
- - ----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC. AND
ITS DESIGNATED SUBSIDIARIES
Date June 28, 1994 /s/ Robert D. Sievers
------------- --------------------------------------
Robert D. Sievers
Member, Retirement Plan Committee
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Financial Statements
and
Additional Information
December 31, 1993
<PAGE>
Savings Plan for Employees of
AMERICAN WATER WORKS COMPANY, INC.
and Its Designated Subsidiaries
Table of Contents
FINANCIAL STATEMENTS: PAGE
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits
as of December 31, 1993 2
Statement of Changes in Net Assets Available for
Benefits for the Period August 1, 1993 (Inception)
to December 31, 1993 3
Notes to Financial Statements 4 to 7
Additional Information*
Schedule I- Schedule of Assets Held for Investment
Purposes at December 31, 1993 8
Schedule II - Schedule of Reportable Transactions for
the Period August 1, 1993 (Inception) to
December 31, 1993 9 to 10
* Other schedules required by Section 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To: The Participants and Administrator
of the Savings Plan for Employees of
American Water Works Company, Inc.
and Its Designated Subsidiaries
In our opinion, the accompanying statement of net assets available for
benefits, and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Savings Plan for Employees of American Water Works
Company, Inc. and Its Designated Subsidiaries (the ``Plan'') at December 31,
1993 and the changes in net assets available for benefits for the period
August 1, 1993 (inception) to December 31, 1993, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the plan's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ Price Waterhouse
- - ---------------------
Price Waterhouse
Philadelphia, PA.
May 6, 1994
<PAGE>
<TABLE>
Savings Plan for Employees of
AMERICAN WATER WORKS COMPANY, INC.
and Its Designated Subsidiaries
Statement of Net Assets Available for Benefits
December 31, 1993
- - ---------------------------------------------------------------------------
<CAPTION>
Index Index Fixed Company
Equity Bond Income Stock
Fund Fund Fund Fund Total
-------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments,
at fair value:
Mutual funds $ 673,229 $187,283 $ 860,512
Collective income
fund $257,666 257,666
Common stock $640,160 640,160
--------- ------- ------- ------- ---------
673,229 187,283 257,666 640,160 1,758,338
--------- ------- ------- ------- ---------
Receivables:
Employer's contribution 60,284 60,284
Participants'
contributions 172,584 64,403 66,950 106,738 410,675
Accrued income 959 404 368 647 2,378
--------- ------- ------- ------- ---------
173,543 64,807 67,318 167,669 473,337
--------- ------- ------- ------- ---------
Cash and cash
equivalents to be
invested 259,922 131,082 182,297 122,151 695,452
--------- ------- ------- ------- ---------
Total assets 1,106,694 383,172 507,281 929,980 2,927,127
--------- ------- ------- ------- ---------
LIABILITIES
Accounts payable 1,686 308 65 147 2,206
--------- ------- ------- ------- ---------
Net assets available
for benefits $1,105,008 $382,864 $507,216 $929,833 $2,924,921
========= ======= ======= ======= =========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
Savings Plan for Employees of
AMERICAN WATER WORKS COMPANY, INC.
and Its Designated Subsidiaries
Statement of Changes in Net Assets Available for Benefits
For the Period August 1, 1993 (Inception) to December 31, 1993
----------------------------------------------------------------
<CAPTION>
Index Index Fixed Company
Equity Bond Income Stock
Fund Fund Fund Fund Total
-------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
investment income:
Interest and
dividends $ 1,560 $ 1,344 $ 1,007 $ 3,970 $ 7,881
Net appreciation
in fair value of
investments 5,557 2,242 7,799
--------- ------- ------- ------- ---------
7,117 1,344 3,249 3,970 15,680
--------- ------- ------- ------- ---------
Contributions:
Employer 291,089 291,089
Participants 836,741 308,855 322,366 523,065 1,991,027
Rollovers 261,860 74,184 181,602 123,229 640,875
--------- ------- ------- ------- ---------
1,098,601 383,039 503,968 937,383 2,922,991
--------- ------- ------- ------- ---------
Total additions 1,105,718 384,383 507,217 941,353 2,938,671
--------- ------- ------- ------- ---------
Deductions from net assets
attributed to:
Participants benefits 710 580 143 1,433
Net depreciation in
fair value of
investments 578 1 11,375 11,953
Administration expenses 361 1 2 364
--------- ------- ------- ------- ---------
Total deductions 710 1,519 1 11,520 13,750
--------- ------- ------- ------- ---------
Net increase 1,105,008 382,864 507,216 929,833 2,924,921
Net assets at beginning
of period --------- ------- ------- ------- ---------
Net assets at end of
period $1,105,008 $382,864 $507,216 $929,833 $2,924,921
========= ======= ======= ======= =========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
Savings Plan for Employees of
AMERICAN WATER WORKS COMPANY, INC.
and Its Designated Subsidiaries
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF PLAN
- - ----------------------------
The following description of the American Water Works Company, Inc. (the
``Company'') Savings Plan for Employees of American Water Works Company, Inc.
and Its Designated Subsidiaries (the ``Plan'') provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General
- - -------
The Plan is a defined contribution 401(k) savings plan covering
substantially all full-time employees of the Company who have six months of
service and are age eighteen or older. The effective date of the Plan is
August 1, 1993 and it is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (``ERISA'').
Contributions
- - -------------
Participants may contribute up to 6% of their annual wages before
overtime and premium compensation. Participant contributions are limited by
law; for the period August 1, 1993 to December 31, 1993, this limit was
$3,747. For the period August 1, 1993 through July 31, 1994 the Company
matches 30% of the first 2% of participant contributions. Beginning August 1,
1994 the Company will match 40% of the first 3% of participant contributions.
All matching contributions are invested in Company stock. In the event of
certain circumstances, the Company may contribute additional amounts.
Forfeitures, if any, are used to reduce the Company's future contributions to
the Plan.
Participant Accounts
- - --------------------
With the exception of the Company's contributions to the Plan, each
participant may elect to have their contributions invested in any combination
of four funds in multiples of 25%. The participant's accounts are credited
with their contributions and an allocation of the Company's contribution and
Plan earnings. Allocations are based on participant contributions or account
balances, as defined in the Plan. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's account.
<PAGE>
Vesting
- - -------
Participants are immediately vested in their voluntary contributions
plus actual earnings thereon. Vesting in the remainder of their accounts is
based on years of continuous service. A participant is fully vested after
five years of credited service.
Payment of Benefits
- - -------------------
Participants may, upon attaining 59 1/2 years of age, elect to withdraw
all or a portion of the value of their account. Upon termination of service
for any reason other than retirement or disability, a participant may elect
to withdraw the value of their account, or defer this distribution until age
65. In all cases, unless earlier withdrawn, a participant will receive the
interest in their account upon the earlier of retirement after reaching age
65, death or total disability, except that in all cases such distribution
will be made upon attainment of age 70 1/2 for participants who are still
working for the Company. Participants may elect to receive a lump sum amount
equal to the value of their account, an annuity, or a combination of both.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
- - ---------------------------------------
Basis and Presentation
- - ----------------------
The accompanying financial statements are presented on the accrual basis
of accounting.
Valuation of Investments
- - ------------------------
Plan investments are stated at fair value. The Company stock is valued at
its quoted market price. Mutual fund investments are valued at net asset
value representing the value at which shares of the fund may be purchased or
redeemed.
Contributions
- - -------------
Employee contributions are recorded in the period during which the
Company makes payroll deductions from the Plan participants' earnings.
Matching Company contributions are recorded in the same period.
Benefit Obligations
- - -------------------
Benefit obligations for persons who have withdrawn from participation in
the Plan are $3,318 at December 31, 1993 and will be recognized in the Plan
financial statements when paid.
<PAGE>
NOTE 3 - INVESTMENTS
- - --------------------
The Plan's investments are held in trust by The First National Bank of
Boston. The following table presents the Plan's investments. Investments that
represent five percent or more of the Plan's net assets are separately
identified.
<TABLE>
<CAPTION>
December 31, 1993
---------------------------
Shares/units Value
------------ ---------
Investments at fair value based on quoted market price
<S> <C> <C>
Mutual funds:
Vanguard Index Trust - 500 Portfolio 15,360 $673,229
EB MBA Composite Bond Index January 1, 1999 585 187,283
Collective fund:
IDS Trust Collective Income Fund 7,323 257,666
Common Stock:
American Water Works Company, Inc. 21,339 640,160
----------
Total investments $1,758,338
==========
During 1993 the Plan acquired 7,323 units of the IDS Trust Collective
Income Fund. At December 31, 1993 the value of a unit of participation in the
fund is $35.19 per unit.
During 1993, the Plan's investments (including investments bought, sold
and held during the period August 1, 1993 to December 31, 1993) depreciated
in value by $4,154 as follows:
Five months ended
December 31, 1993
-----------------
Mutual funds $ 4,979
Collective fund 2,242
Common stock (11,375)
--------
Net change in fair value $ (4,154)
========
</TABLE>
NOTE 4 - PARTICIPANT LOANS
- - --------------------------
Under the terms of the Plan, participants may borrow from their accounts
a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50% of their
contributions to the Plan including earnings thereon. Loans are generally for
a period not to exceed five years payable in equal monthly installments, are
secured by the balance in the participants' accounts and bear interest at a
<PAGE>
rate commensurate with local market rates for similar loans. If the
participant uses the proceeds to acquire their primary personal residence,
the loan may be for a period not to exceed thirty years. There were no loans
outstanding at December 31, 1993.
NOTE 5 - HARDSHIP WITHDRAWALS
- - -----------------------------
Participants under age 59 1/2 may withdraw all or part of their contributions
(excluding earnings) only under certain conditions of hardship. A hardship
withdrawal can only be requested after withdrawal of all rollover
contributions and any loans available under the Plan have been obtained.
Hardship withdrawals cannot be returned to the Plan and contributions cannot
be made to the Plan for 12 months after a hardship withdrawal has been made.
NOTE 6 - ADMINISTRATIVE EXPENSES
- - --------------------------------
Although it has no obligation to do so, the Company pays substantially
all administrative expenses of the Plan.
NOTE 7 - ROLLOVER
- - -----------------
On August 31, 1993, American Water Works Company, Inc. and its
subsidiaries in Indiana, Missouri and Ohio acquired the midwestern water
affiliates of Avatar Holdings, Inc. As a result of this acquisition, on
November 24, 1993, eligible employees of the acquired companies transferred
their account balances totalling $629,467 from Avatar's qualified defined
contribution retirement plan to the Plan. Additionally, participants
transferred $11,408 from other qualified plans.
NOTE 8 - PLAN TERMINATION
- - -------------------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
NOTE 9 - INCOME TAX
- - -------------------
As of the date of these financial statements, the Plan is in the process
of applying for, but has not yet received, a tax determination from the
Internal Revenue Service. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code and
ERISA and accordingly, the Plan is exempt from income taxes.
<PAGE>
<TABLE>
SCHEDULE I
Savings Plan for Employees of
AMERICAN WATER WORKS COMPANY, INC.
and Its Designated Subsidiaries
Item 27a Form 5500 - Schedule of Assets
Held for Investment Purposes
December 31, 1993
- - ---------------------------------------------------------------------------
<CAPTION>
Current
Shares/Units Issue Cost Value
- - ------------ -------- ------- ------
<S> <C> <C> <C>
Mutual Funds:
15,360 Vanguard Index Trust - 500 Portfolio $ 674,815 $673,229
585 EB MBA Composite Bond Index
January 1, 1999 187,861 187,283
Collective Fund:
7,323 IDS Trust Collective Income Fund 255,424 257,666
Common Stock:
21,339 American Water Works Company, Inc. 651,535 540,160
--------- -------
$1,769,635 $1,758,338
========= =========
</TABLE>
<PAGE>
<TABLE>
SCHEDULE II
Savings Plan for Employees of
AMERICAN WATER WORKS COMPANY, INC.
and Its Designated Subsidiaries
Line 27d Form 5500 - Schedule of Reportable Transactions
(Individual or series of transactions in one issue aggregating 5% or
more of the value of Plan assets as of December 31, 1993.)
For the Period August 1, 1993 (Inception) to December 31, 1993.
<CAPTION>
Sales
Identity --------------------------------
of Party Purchase
Current
Involved Description Price Price Cost Value
- - -------- --------------- --------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C>
Dreyfus Dreyfus Government
Funds Cash Management $ 368,890
Dreyfus Dreyfus Government
Funds Cash Management $ 368,898 $ 368,898 $368,898
Dreyfus Dreyfus Government
Funds Cash Management 316,718
Dreyfus Dreyfus Government
Funds Cash Management 409,308 409,308 409,308
Dreyfus Dreyfus Government
Funds Cash Management 420,833
Dreyfus Dreyfus Government
Funds Cash Management 421,615 421,615 421,615
Dreyfus Dreyfus Government
Funds Cash Management 638,150
Dreyfus Dreyfus Government
Funds Cash Management 374,971
Dreyfus Dreyfus Government
Funds Cash Management 381,320 381,320 381,320
<PAGE>
Dreyfus Dreyfus Government
Funds Cash Management * 3,263,644 2,627,528 2,627,528 2,627,528
IDS Trust IDS Trust
Collective Income
Fund * 255,424
Vanguard Vanguard Index
Funds Trust - 500
Portfolio * 674,815
Mellon
Bank EB Temporary
Investment Fund * 247,532 188,221 188,221 188,221
Mellon EB MDA
Bank Composite Bond
Index 1/1/99 * 187,861
Bank of American Water
Boston Work Company,
Inc. Common
Stock * 651,535
* Represents a series of transactions.
</TABLE>
