<PAGE> 1 of 27
Exhibit Index on Pages 20-21
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
AMERICAN WATER WORKS COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Delaware 51-0063696
- ---------------------------- ---------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
1025 Laurel Oak Road
Voorhees, New Jersey 08043
(609) 346-8200
---------------------------
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
W. Timothy Pohl, Esq., Secretary Copy to:
American Water Works Company, Inc. George W. Patrick
1025 Laurel Oak Road Dechert Price & Rhoads
Voorhees, NJ 08043 1717 Arch Street
(609) 346-8200 Philadelphia, PA 19103
(Name, Address, Including Zip Code, and (215) 994-2631
Telephone Number, Including Area Code,
of Agent for Service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
-----------------------
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
Proposed
Proposed Maximum
Title of Shares Amount to Maximum Aggregate Aggregate Amount of
to be Registered be Registered Price Per Unit* Offering Price* Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
$1.25 par value 5,000,000 $28.875 $144,375,000 $49,784.48
====================================================================================================
</TABLE>
*The proposed maximum offering price is computed pursuant to Rule 457(c) on
the basis of $28.875 per share, the average of the high and low prices for
the common stock of American Water Works Company, Inc. on April 28, 1995,
as published in The Wall Street Journal report of New York Stock Exchange
composite transactions.
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<PAGE> 3
PART I
INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
AMERICAN WATER WORKS
COMPANY, INC.
(LOGO)
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
--------------------
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
American Water Works Company, Inc. (the "Company") provides any record
shareholder of the Company's Common Stock or any class of stock senior to
its Common Stock ("Senior Stock"), any participant in the Company's
Employees' Stock Ownership Plan ("ESOP") and any participant in the
Company's Savings Plan for Employees ("Savings Plan"), with a simple,
convenient and economical method of accumulating and increasing his or her
investment in shares of Common Stock without payment of any brokerage
commission or service charge.
A shareholder who participates in the Plan ("Participant") may choose
one of the following options:
1. A Participant may have all or part of the cash dividends on
Common Stock and Senior Stock automatically reinvested in
Common Stock, and may also make optional cash payments to
purchase Common Stock. Limits on the optional cash payments
are stated later in this Prospectus.
2. A Participant may continue to receive dividends in cash, and
may purchase Common Stock through optional cash payments,
subject to the limitations stated later in this Prospectus.
The Plan also permits Eligible Customers, as defined in the Plan, to
become Participants.
The price of shares of Common Stock purchased under the Plan will be
95% of the average of the high and low sale prices for the Company's Common
Stock for each of the last five days on which the Common Stock was traded
prior to the date of purchase, as published in The Wall Street Journal
report of New York Stock Exchange composite transactions.
Shareholders who do not wish to participate in the Plan will receive
dividends paid in cash, as usual. The Plan does not change the Company's
dividend policy, which will continue to depend upon earnings, financial
requirements and other factors.
It is suggested that this Prospectus be retained for future reference.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is May 3, 1995.
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which are filed with the Securities and
Exchange Commission (the "Commission") are incorporated in this Prospectus
by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
2. The description of Common Stock contained in the Company's
Registration Statement No. 2-35086 on Form S-7.
In addition, all documents filed by the Company with the Commission
after the date of this Prospectus pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and prior to the termination of the offering made hereby, shall be deemed
to be incorporated in this Prospectus by reference and to be a part hereof
from their date of filing.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the 1934
Act and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's regional offices in Chicago (Northwestern
Atrium Center, Suite 1400, 500 West Madison Street, Chicago, IL 60661) and
New York (Public Reference Room, 13th Floor, 7 World Trade Center, New
York, NY 10048). Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Such reports, proxy statements and other
information can also be inspected at the New York Stock Exchange, 20 Broad
Street, New York, NY 10005, the stock exchange on which the Common Stock
of the Company is listed.
The Company intends to continue its present practice of issuing annual
reports to shareholders, containing audited financial statements, and
quarterly reports to shareholders, containing unaudited financial data.
This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits relating thereto which the Company
has filed with the Commission under the Securities Act of 1933, as amended,
with respect to the shares of Common Stock offered hereby, and to which
reference is hereby made. The Company will provide without charge to each
person to whom this Prospectus is delivered, upon request, a copy of any or
all of the documents incorporated by reference in this Prospectus. Written
requests should be directed to:
American Water Works Company, Inc.
1025 Laurel Oak Road
P. O. Box 1770
Voorhees, NJ 08043
Attention: Office of the Secretary
Telephone requests should be directed to: (609) 346-8290.
<PAGE> 5
AMERICAN WATER WORKS COMPANY, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
THE COMPANY
American Water Works Company, Inc., a Delaware corporation, is engaged
in the ownership of common stocks of companies which provide water supply
service and, to a minor extent, sewage treatment service in more than 700
communities in 21 states. One of the Company's subsidiaries also provides
management and operating services to non-affiliated water and wastewater
systems and markets carbon regeneration services to both affiliated and
non-affiliated water utilities. The Company has 29 subsidiaries, owned
either directly or indirectly through other subsidiaries. The Company is
the issuer of the shares of Common Stock, par value $1.25 per share,
offered under the Plan. The Company's general mailing address is 1025
Laurel Oak Road, P. O. Box 1770, Voorhees, NJ 08043, and its telephone
number is (609) 346-8200.
THE PLAN ADMINISTRATOR
The First National Bank of Boston (the "Plan Administrator") will be
responsible for administering the Plan. Its duties are described later in
this Prospectus. All communications to the Plan Administrator should be
directed to the following address and telephone number:
The First National Bank of Boston
Mail Stop 45-02-09
P. O. Box 644
Boston, MA 02102-0644
(800) 736-3001
(617) 575-3100
PROVISIONS OF THE PLAN
The following statements in question-and-answer form constitute the
Dividend Reinvestment and Stock Purchase Plan of American Water Works
Company, Inc.
Purposes and Advantages
1. What is the purpose of the Plan?
The purpose of the Plan is to provide the holders of the Company's
Common Stock and Senior Stock (its Preferred Stock and Preference Stock)
with a simple, convenient and economical method of accumulating and
increasing their investment in shares of Common Stock. The Plan is
designed for all shareholders, no matter how large or small their holdings.
All shares of Common Stock issued under the Plan will be purchased
directly from the Company. Thus, the Plan will provide the Company with
additional funds for general corporate purposes.
2. What are the advantages of the Plan to participants?
A shareholder who participates in the Plan ("Participant") will obtain
the following advantages:
- Dividends paid on all or part of a Participant's shares of
Company stock will be automatically reinvested in shares of Common
<PAGE> 6
Stock ("Automatic Purchases") at a discount of 5% from the
applicable average market price.
- A Participant may choose to make additional purchases of Common
Stock ("Optional Purchases"), in addition to the amount purchased
through automatic dividend reinvestment, at a discount of 5% from the
applicable average market price, as long as the total amount of such
Optional Purchases in the monthly investment period is not less than
$100 nor more than $5,000. For this purpose, Plan accounts under
common control or management will be aggregated and deemed to be one
account. (See Question 18)
- A Participant will pay no brokerage fees or service charges for
Automatic Purchases or Optional Purchases under the Plan.
- A Participant will receive statements reporting his or her
purchases of Common Stock, thus simplifying investment record-keeping.
- The Plan allows a Participant flexibility in the amount of
investments he or she wishes to make and the manner in which the
investments are to be made. A Participant may choose to have
Automatic Purchases made with all of his or her dividends or only a
portion of them, may make Optional Purchases in any amount (subject to
the limitations stated above and under Question 18), and may vary the
amounts of such purchases from time to time.
Participation
3. Who is eligible to participate in the Plan?
(a) Shareholders of record of the Company's Common Stock and Senior
Stock, participants in the Company's ESOP and participants in the Company's
Savings Plan, are eligible to participate in the Plan.
(b) All residential and business customers of a Participating
Subsidiary of the Company who reside, or whose business is located, in a
state in which the Common Stock may be offered for sale are eligible to
participate in the Plan. Such customers ("Eligible Customers") are
required to have first purchased at least $100 of Common Stock in order to
become Participants. (See Question 11) A Participating Subsidiary is a
direct or indirect subsidiary that has been authorized by the Company to
offer the Plan to its customers.
4. How does an eligible shareholder participate?
Anyone who is an eligible shareholder may join the Plan by completing
an authorization form ("Authorization Form") and returning it to the Plan
Administrator. An Authorization Form may be obtained by writing or calling
the Plan Administrator.
5. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time. However, the
Authorization Form must be received by the Plan Administrator before
certain recurring deadlines in order for the shareholder's dividends to be
promptly invested. (See Question 13)
<PAGE> 7
6. How is the Authorization Form used?
The Authorization Form is used to instruct the Plan Administrator to
open an account for a Participant ("Plan Account") and to purchase Common
Stock on the Participant's behalf. A Participant must furnish his or her
Federal tax identification number to the Plan Administrator when opening a
Plan Account, and that tax identification number will not be accepted for
more than one Plan Account.
7. How will Common Stock be purchased under the Plan?
Under the Plan, the Plan Administrator will purchase Common Stock on
the Participant's behalf by making Automatic Purchases of Common Stock,
using the Participant's Common Stock and Senior Stock dividends, or by
making Optional Purchases of Common Stock, using such payments (subject to
the limitations stated under Question 18) as the Participant forwards for
that purpose ("Optional Payments").
All shares of Common Stock which the Plan Administrator purchases for
a Participant under the Plan, whether through the automatic reinvestment of
dividends or with Optional Payments, will be credited to the Participant's
Plan Account and held on his or her behalf by the Plan Administrator,
unless other instructions are given. Thus, the shares purchased for a
Participant under the Plan will be held separately from the shares of
Common Stock which the Participant purchases (or has previously purchased)
outside the Plan and holds in his or her own name.
8. How does a Participant specify the extent of his participation in the
Plan?
On the Authorization Form, a Participant will specify the extent of
his or her participation in the Plan by selecting one of the following
investment options:
Full Dividend Reinvestment All of the shares of Common Stock
and Senior Stock held by the Participant outside the Plan will be
subject to automatic dividend reinvestment; thus, the dividends
on all such shares will automatically be reinvested in Common
Stock at a price equal to 95% of the applicable average market
price. In addition, the Participant may, at his or her
discretion, make Optional Payments to be used for Optional
Purchases of Common Stock at a price equal to 95% of the
applicable average market price, subject to the limitations
stated under Question 18.
Partial Dividend Reinvestment Except for those shares which the
Participant specifies he or she is to receive cash dividends, all
of the shares of Common Stock and Senior Stock held by the
Participant outside the Plan will be subject to automatic
dividend reinvestment; thus, the dividends on all but the
specified shares will automatically be reinvested in Common Stock
at a price equal to 95% of the applicable average market price.
The Participant may also, at his or her discretion, make Optional
Payments to be used for Optional Purchases of Common Stock at a
price equal to 95% of the applicable average market price,
subject to the limitations stated under Question 18.
<PAGE> 8
Optional Purchases Only None of the shares of Common Stock or
Senior Stock held by the Participant outside the Plan will be
subject to automatic dividend reinvestment; thus, the dividends
on all such shares will be paid to the Participant in cash, as
usual. However, the Participant may, at his or her discretion,
make Optional Payments to be used for Optional Purchases of
Common Stock at a price equal to 95% of the applicable average
market price, subject to the limitations stated under Question
18.
No matter which of the above options is chosen, all shares purchased
under the Plan (regardless of whether they were Automatic Purchases or
Optional Purchases) and held in the Plan Account will be subject to
automatic dividend reinvestment, and the dividends on all such shares will
automatically be reinvested in Common Stock at a price equal to 95% of the
applicable average market price.
9. May a Participant change the extent of his or her participation in the
Plan after enrollment?
Yes, a Participant may change investment options at any time by
completing a new Authorization Form and returning it to the Plan
Administrator. However, the new Authorization Form must be received before
certain recurring deadlines in order for the change in investment options
to be given effect promptly. (See Question 13)
10. How will certificates for new shares purchased under the Plan be
issued?
Normally, certificates for shares of Common Stock purchased under the
Plan will not be issued to Participants. Thus, Participants need not be
responsible for the safekeeping of the certificates representing their Plan
share purchases. The number of shares credited to each Participant's Plan
Account will be shown on his or her statement. (See Questions 12 and 22)
A Participant may, however, request that all or part of the
certificates representing shares purchased under the Plan be issued to him
or her. To do so, a Participant must send a written request to the Plan
Administrator. Only certificates for whole shares will be issued to
Participants. If there are any fractions of whole shares in a
Participant's Plan Account, certificates for those fractional shares will
not be issued. Dividends on those shares for which certificates are issued
to the Participant will be reinvested or paid in cash, as the Participant
elects.
11. How does an Eligible Customer participate?
An Eligible Customer may join the Plan at any time by completing a
customer enrollment form (the "Customer Enrollment Form") and returning it
to the Plan Administrator. Customer Enrollment Forms may be obtained by
request from the Plan Administrator. The Eligible Customer need not be a
registered holder of Common Stock or Senior Stock but, by executing the
Customer Enrollment Form, agrees to have at least $100 of Common Stock
purchased on his or her behalf on the next Investment Date (as defined
under Question 17) at a price equal to 100% of the applicable average
market price. Each Customer Enrollment Form for an Eligible Customer who
is not a registered shareholder must be accompanied by a check for at least
$100.
<PAGE> 9
Administration
12. What are the duties of the Plan Administrator?
The Plan Administrator will establish a Plan Account for each
Participant, will cause all purchases of shares of Common Stock to be made
for each Participant, will credit those purchases to the Participant's Plan
Account, will keep a record of all such purchases, will hold the purchased
shares (unless otherwise instructed in writing), and will send each
Participant statements of his or her Plan Account.
Automatic Purchases
13. When will Automatic Purchases be made?
Automatic Purchases made with Common Stock dividends will be made
quarterly, on the Common Stock dividend payment date for that quarter.
Historically, dividend payment dates for the Company's Common Stock have
been February 15, May 15, August 15 and November 15 of each year.
Automatic Purchases made with Senior Stock dividends will be made
quarterly, on the 15th day of the month during which the Senior Stock
dividend payment date occurs (or the next business day if the 15th day is a
Saturday, Sunday or other day on which the Plan Administrator is authorized
to close). Historically, dividend payment dates for the Company's Senior
Stock have been March 1, June 1, September 1 and December 1 of each year.
No interest will be paid to any Senior Stock Participant on Senior Stock
dividends held for Automatic Purchases.
The dividend record dates corresponding to those dividend payment
dates generally have been fifteen to twenty-one days prior to those
dividend payment dates. To provide for automatic dividend reinvestment of
a given dividend payment, an Eligible Shareholder's Authorization Form must
be received on or before the dividend record date for that dividend payment
date. If an Authorization Form is received after the dividend record date,
the pending dividend may be paid to the shareholder in cash and, in such
event, the instructions will be given effect starting with the next
dividend payment.
14. How will Automatic Purchases be made?
All shares purchased for Participants under the Plan will be newly-
issued shares purchased directly from the Company. The number of shares to
be purchased for each Participant through an Automatic Purchase will depend
upon the amount of the dividends being reinvested and the price of the
Common Stock. The Plan Administrator will purchase as many whole shares
and fractional shares (computed to four decimal places) as can be purchased
with that amount of dividends.
15. How will the price of shares purchased through Automatic Purchases be
determined?
The price of shares purchased through Automatic Purchases will be 95%
of the average of the high and low sale prices for the Company's Common
Stock for each of the last five days on which the Common Stock was traded
prior to the dividend payment date, as published in The Wall Street Journal
report of New York Stock Exchange composite transactions. However, no
shares will be available for purchase under the Plan if the price so
<PAGE> 10
computed is less than the Common shareholders' equity per Common share
(book value) as determined by the Company from time to time.
16. Will shares acquired through Automatic Purchases be subject to
automatic dividend reinvestment?
Yes. All dividends paid on shares acquired through Automatic
Purchases, so long as the shares are held in the Participant's Plan
Account, will be automatically reinvested in new shares of Common Stock.
If certificates for shares acquired through Automatic Purchases are issued
to the Participant, the dividends paid on such shares will continue to be
reinvested unless the Participant elects to have them paid in cash by
changing his or her investment option.
Optional Purchases
17. When may Optional Purchases be made?
A Participant may make an Optional Purchase when enrolling in the Plan
by enclosing an Optional Payment (a check or money order payable to "The
First National Bank of Boston, Plan Administrator") with the Authorization
Form and returning it to the Plan Administrator, and the Optional Payment
will be invested in shares of Common Stock on the next monthly investment
date ("Investment Date"). Any initial payment submitted without an
Authorization Form will be returned. After initial enrollment in the Plan,
a Participant may make Optional Purchases as often as monthly by sending an
Optional Payment with an Optional Purchase form to the Plan Administrator.
Any Optional Payments that a Participant submits to the Plan
Administrator will be invested in shares of Common Stock once each month on
the Investment Date for that month, which will be the 15th day of the
calendar month (or the next business day if the 15th day is a Saturday,
Sunday or other day on which the Plan Administrator is authorized to
close). No interest will be paid to any Participant on Optional Payments
between the time the Plan Administrator receives them and the time they are
invested. The last time that the Plan Administrator will accept Optional
Payments for a given month is the close of business on the fifth business
day prior to that month's Investment Date. Any payments received after
that date will be invested on the Investment Date for the succeeding
calendar month.
If a Participant submits an Optional Payment, and then wishes to have
it returned rather than invested, the Plan Administrator will not be
obligated to return it unless a written request that it be returned is
received no later than the close of business on the fifth business day
prior to that month's Investment Date.
A Participant is not obligated to make an Optional Purchase each
month.
18. In what amounts may Optional Purchases be made?
The amount of Optional Purchases may vary from month to month. The
minimum Optional Purchase is $100 and Optional Purchases may not be more
than $5,000 on any Investment Date. For purposes of this limitation, all
Plan Accounts under common control or management will be aggregated and
deemed to be one account. The full amount of any month's Optional Purchase
for a Plan Account must be submitted to the Plan Administrator in a single
payment. The Plan Administrator will purchase as many whole shares and
<PAGE> 11
fractional shares (computed to four decimal places) of Common Stock as can
be purchased with the amount submitted.
19. How will the price of shares purchased through Optional Purchases be
determined?
The price of shares purchased through Optional Purchases will be 95%
of the average of the high and low sale prices for the Company's Common
Stock for each of the last five days on which the Common Stock was traded
prior to the monthly investment date, as published in The Wall Street
Journal report of New York Stock Exchange composite transactions. However,
no shares will be available for purchase under the Plan if the price so
computed is less than the Common shareholders' equity per Common share
(book value) as determined by the Company from time to time.
Optional Payments received from foreign Participants must be in United
States dollars and will be invested in the same way as Optional Payments
from other Participants.
20. Will shares acquired through Optional Purchases be subject to
automatic dividend reinvestment?
Yes. All dividends paid on shares acquired through Optional
Purchases, so long as the shares are held in the Participant's Plan
Account, will be automatically reinvested in shares of Common Stock. If
certificates for shares acquired through Optional Purchases are issued to
the Participant, the dividends paid on such shares will continue to be
reinvested unless the Participant elects to have them paid in cash by
submitting a new Authorization Form to the Plan Administrator.
Costs
21. Are any fees or expenses incurred by a Participant in the Plan?
Participants will incur no brokerage commissions or administrative
charges for purchases made through the Plan. There may be certain charges
incurred upon a Participant's withdrawal from the Plan, which are described
under Question 24.
Statements and Reports to Participants
22. What type of statements and reports will be sent to Participants?
Each Participant will receive a statement after each transaction in
his or her Plan Account, which will reflect the activity in the Plan
Account for the year to date and the balance in the Plan Account.
Participants will also receive the same communications as other
shareholders, including the Quarterly Reports to Shareholders, the Annual
Report to Shareholders and the Notice of Annual Meeting and Proxy
Statement.
Withdrawal and Termination
23. When and how may a Participant withdraw from the Plan?
A Participant may withdraw from the Plan at any time by sending a
written request for withdrawal, including his or her account number, to the
Plan Administrator. A Participant who withdraws from the Plan may not join
again for 12 months unless the Company consents.
<PAGE> 12
24. What happens when a Participant withdraws from the Plan?
When a Participant withdraws from the Plan, he or she will be issued a
certificate representing all of the whole shares credited to his or her
Plan Account, and the Participant will receive a cash payment in an amount
equal to the value of any fraction of a share credited to his or her Plan
Account.
If a Participant's request to withdraw from the Plan is received on or
before a dividend record date, the withdrawal will be processed before the
close of business on the record date and the Participant will receive the
cash dividend paid on the dividend payment date. If the request to
withdraw is received after a dividend record date, the cash dividend paid
on the dividend payment date will be invested in Common Stock and the
request for withdrawal will then be processed.
If any Optional Payments are being held on a Participant's behalf at
the time his or her request for withdrawal is received, the Plan
Administrator will not be required to return them unless that request is
received not later than the fifth business day prior to the next Investment
Date. If the request is received after the fifth business day prior to the
next monthly Investment Date, the Optional Payments will be invested in
Common Stock and the request for withdrawal will then be processed.
Upon tendering notice of withdrawal from the Plan, a Participant may
request that all whole shares credited to his or her Plan Account be sold.
The sale will be made as soon as practicable after receipt of the request.
The Participant will receive the proceeds of the sale, less the brokerage
commission, any transfer tax and a fee charged by the Plan Administrator
equal to 5% of the gross proceeds, with a minimum fee of $1.00 and a
maximum fee of $10.00.
25. May a Participant discontinue dividend reinvestment on shares held
outside the Plan without withdrawing from the Plan?
Yes, a Participant who wishes to discontinue the automatic
reinvestment of the dividends on the shares held outside the Plan may do
so, without withdrawing from the Plan, by filing a new Authorization Form.
However, the dividends on the shares held in the Plan Account will continue
to be reinvested.
26. What happens if a Participant sells a portion or all of the shares of
Common Stock or Senior Stock he or she holds outside the Plan?
If a Participant sells all of the shares of Common Stock and Senior
Stock held outside the Plan, the Company will continue to reinvest the
dividends on the shares held in the Plan Account, unless instructed
otherwise in writing. However, if less than one whole share is held in the
Plan Account at the time the shares held outside the Plan are sold, the
Participant will receive a cash payment for the fractional share, and the
Plan Account will be closed.
If a Participant who has chosen partial dividend reinvestment as the
investment option sells a portion of the shares of Common Stock or Senior
Stock held outside the Plan, the shares which are sold will be considered,
to the extent possible, to have been those not subject to dividend
reinvestment, and the shares which are retained will be considered to have
been those subject to dividend reinvestment and will continue to be subject
to such reinvestment.
<PAGE> 13
27. What happens if the Company terminates the Plan?
If the Company terminates the Plan, the provisions listed under
Question 24 above will apply, substituting the date of the termination of
the Plan for the date the Participant's withdrawal request is received.
Rights Offerings and Share Distributions
28. What happens if the Company makes a rights offering or share
distribution?
In the event the Company makes a rights offering of any of its
securities to shareholders of Common Stock, the Plan Administrator will
promptly sell on the open market the rights attributable to all of the
shares held in Participants' Plan Accounts. The Plan Administrator will
then credit each Participant's Plan Account with his or her proportionate
share of the proceeds of that sale, and those proceeds will be invested as
Optional Payments on the next Investment Date. All Participants will be
notified by the Company of any such rights offering. Therefore, any
Participant who wishes to exercise his or her rights will be required to
instruct the Plan Administrator to withdraw the Participant's Plan shares
from the Plan prior to the record date for the rights distribution.
Any dividend payable in Common Stock or any split shares, to the
extent attributable to shares held in a Participant's Plan Account, will be
added to that Participant's Plan Account. Any dividend payable in Common
Stock or any split shares, to the extent attributable to shares held by a
Participant outside the Plan, will be mailed directly to the Participant in
the same manner as to shareholders who are not participating in the Plan.
Taxes
29. What are the Federal income tax consequences of participation in the
Plan?
The Company believes that the Federal income tax consequences of
participating in the Plan will be as follows:
(1) Participants will be treated for Federal income tax purposes as
having received, on the dividend payment date, a dividend in an amount
equal to the fair market value of the shares acquired from the Company
with reinvested dividends. Fair market value for such purpose will be
the average of the high and low sale prices for the Common Stock on
the dividend payment date, and not the five-day average used to
calculate the purchase price under the Plan. Participants who
purchase shares with Optional Payments will be treated as having
received a taxable dividend on the date of purchase equal to the
difference between the fair market value of such shares, determined
under the rule set forth in the preceding sentence, and the amount
paid for them.
(2) The fair market value determined as set forth in paragraph (1)
will be the tax basis for determining gain or loss upon any subsequent
sale of shares.
(3) A Participant's holding period for shares acquired pursuant to
the Plan will begin on the day following the credit of such shares to
such Participant's account. (See Questions 13 and 17)
<PAGE> 14
In the case of Participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, the Plan Administrator will reinvest an amount equal to the
dividends of such Participants, less the amount of tax required to be
withheld. The statements confirming purchases made for such Participants
will indicate the net dividend payment reinvested.
30. What information will be provided to Participants for income tax
purposes?
As previously indicated under Question 22, each Participant will
receive statements as to the transactions in his or her Plan Account.
These statements should be retained for income tax purposes.
31. Should Participants consult with their own tax advisers?
Yes. Participants should consult with their own tax advisers for more
information regarding the Federal, state and local tax consequences of
participation in the Plan.
Other Information
32. How will a Participant's shares held under the Plan be voted at
meetings of shareholders?
Each Participant's Plan shares will automatically be voted in the same
manner that his or her shares held outside the Plan are voted, either by
proxy or in person. Matters involving written consents will also be
handled in the same manner. If a Participant no longer holds shares
outside the Plan, but shares remain in his or her Plan Account, those
remaining shares will be voted in accordance with instructions received
from the Participant. If no instructions are received, they will not be
voted.
33. May shares held in a Participant's Plan Account be pledged or
assigned?
Shares credited to a Participant's Plan Account may not be pledged or
assigned, and any such purported pledge or assignment shall be void. If a
Participant wishes to pledge or assign such shares, a certificate for them
must first be issued in his or her name.
34. Who interprets and regulates the Plan?
The Company reserves the sole right to interpret and regulate the
Plan.
35. May the Plan be terminated, suspended or amended?
The Company may, in its sole discretion and by written notice,
terminate at any time any Participant's participation in the Plan. The
Company may at any time and for any reason terminate or suspend the Plan,
or amend any provision of the Plan, and if it does so, it will send written
notice to all Participants. All notices will be mailed to each
Participant's address as shown on the Company's records. The First
National Bank of Boston reserves the right to resign as Plan Administrator,
and the Company reserves the right to appoint a successor. The Company
also reserves the right to discharge the Plan Administrator and the right
to appoint a successor.
<PAGE> 15
36. What are the responsibilities of the Company and the Plan
Administrator?
In acting under the terms and conditions of the Plan as described in
this Prospectus, neither the Company nor the Plan Administrator shall be
liable for any act done in good faith or for any good faith omission to act
including, without limitation, any failure, prior to receipt by the Plan
Administrator of notice in writing of the death of a Participant, to
terminate a Plan Account by reason of such death. In addition, neither the
Company nor the Plan Administrator shall be liable with respect to the
prices at which shares are purchased or sold for any Participant's Plan
Account or the times when such purchases or sales are made or with respect
to any fluctuation in the market value before or after such purchases or
sales of shares.
MARKET PRICE RANGE AND DIVIDENDS
The Common Stock is traded on the New York Stock Exchange. The
following table shows the high and low sale prices per share of Common
Stock, as published in The Wall Street Journal report of New York Stock
Exchange composite transactions, and dividends declared per share, for the
periods indicated:
Price Range Dividends
Year High Low Declared
1993 First Quarter $27 5/8 $24 7/8 $ .25
Second Quarter 28 24 5/8 $ .25
Third Quarter 32 1/4 27 $. 25
Fourth Quarter 31 5/8 29 $ .25
1994 First Quarter 32 1/4 27 5/8 $ .27
Second Quarter 29 5/8 26 3/8 $ .27
Third Quarter 28 1/4 26 $ .27
Fourth Quarter 27 1/2 25 1/4 $ .27
1995 First Quarter 29 1/2 26 3/4 $ .32
Second Quarter 29 3/8 28 1/2 $ .32
(through May 1)
USE OF PROCEEDS
The net proceeds from the sale of Common Stock by the Company for the
Plan will be added to the general funds of the Company and used for its
general corporate purposes, including but not limited to investment in its
water utility subsidiaries.
LEGAL OPINION
Legal matters in connection with the authorization and issuance of the
shares of Common Stock offered hereby, and the Federal income tax
consequences of participation in the Plan (discussed under Question 29),
have been passed upon by Dechert Price & Rhoads, Philadelphia,
Pennsylvania.
<PAGE> 16
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended December 31,
1994 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by Section 145 of the Delaware General Corporation Law,
Section 8 of Article II of the Company's By-laws provides that the Company
shall indemnify any person who is a party to any suit or proceeding,
whether civil, criminal or administrative, because such person is or was a
director, officer or employee of the Company or is or was serving at the
request of the Company as a director, officer or employee of another
corporation or enterprise, including an employee benefit plan, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such suit or proceeding to the extent that such person is not
otherwise indemnified and such indemnification is not prohibited by
applicable law; and the Board of Directors of the Company may, and on
request of any such person is required to, determine in each case whether
or not the standards in any applicable statute have been met, or such
determination may be made by independent legal counsel if the Board so
directs or if the Board is not empowered by statute to make such
determination.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.
<PAGE> 17
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus
and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of
the securities offered hereby in any jurisdiction to any person to whom it
is unlawful to make such offer in such jurisdiction.
-------------------
CONTENTS
Page
Incorporation of Certain Documents by Reference. . . . . . . . . . . .
Additional Information . . . . . . . . . . . . . . . . . . . . . . . .
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . .
Provisions of the Plan . . . . . . . . . . . . . . . . . . . . . . . .
Purposes and Advantages . . . . . . . . . . . . . . . . . . . . . .
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Administration. . . . . . . . . . . . . . . . . . . . . . . . . . .
Automatic Purchases . . . . . . . . . . . . . . . . . . . . . . . .
Optional Purchases. . . . . . . . . . . . . . . . . . . . . . . . .
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Statements and Reports to Participants. . . . . . . . . . . . . . .
Withdrawal and Termination. . . . . . . . . . . . . . . . . . . . .
Rights Offerings and Share Distributions. . . . . . . . . . . . . .
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . .
Market Price Range and Dividends . . . . . . . . . . . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indemnification of Directors and Officers. . . . . . . . . . . . . . .
AMERICAN WATER WORKS
COMPANY, INC.
(LOGO)
Common Stock
($1.25 Par Value)
-----------
PROSPECTUS
-----------
Dividend Reinvestment
and Stock Purchase Plan
May 3, 1995
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee.................................. $49,784
Legal and accounting fees and expenses................ 5,000
Printing expenses..................................... 10,000
Stock Exchange listing fee............................ 1,500
Miscellaneous (including Blue Sky fees and
expenses.............................................. 1,000
------
Total.............................................................. $67,284
======
Each amount set forth above, except for the SEC fee, is
estimated.
Item 15. Indemnification of Directors and Officers.
As authorized by Section 145 of the Delaware General
Corporation Law, Section 8 of Article II of the Company's By-laws provides
that the Company shall indemnify any person who is a party to any suit or
proceeding, whether civil, criminal or administrative, because such person
is or was a director, officer or employee of the Company or is or was
serving at the request of the Company as a director, officer or employee of
another corporation or enterprise, including an employee benefit plan,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such suit or proceeding to the extent that such person is
not otherwise indemnified and such indemnification is not prohibited by
applicable law; and the Board of Directors of the Company may, and on
request of any such person is required to, determine in each case whether
or not the standards in any applicable statute have been met, or such
determination may be made by independent legal counsel if the Board so
directs or if the Board is not empowered by statute to make such
determination.
The Company maintains and pays all premiums on a directors and
officers liability insurance policy with a liability limit of $25,000,000.
Item 16. Exhibits.
See Exhibit Index on pages 20 and 21 of this Registration
Statement on Form S-3.
Item 17. Undertakings.
A. Undertakings required by Item 512(a) of Regulation S-K
The Company hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
<PAGE> 19
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this
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 this Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(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
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, 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 post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. Undertaking required by Item 512(b) of Regulation S-K
The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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 be the initial bona fide
offering thereof.
<PAGE> 20
EXHIBIT INDEX
Exhibit Numbers are in accordance with the
Exhibit Table in Item 601 of Regulation S-K
Exhibit No. Exhibit Description
2 Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession
See "Dividend Reinvestment and Stock Purchase Plan" on
pages 3-17 of this Registration Statement on Form S-3.
4 Instruments Defining the Rights of
Security Holders, Including Indentures
(a) Indenture dated as of November 1, 1977 between the
Registrant and The Fidelity Bank (name later changed
to First Fidelity Bank, National Association),
Trustee, is incorporated herein by reference to
Exhibit E to Form 10-K report of the Registrant for
1977.
(b) First Supplemental Indenture dated as of December 1,
1989 between the Registrant and Fidelity Bank,
National Association (name later changed to First
Fidelity Bank, National Association), as Trustee, is
incorporated herein by reference to Exhibit 4(i) to
Form 10-K report of the Registrant for 1989.
(c) Second Supplemental Indenture dated as of February 1,
1993 between the Registrant and Fidelity Bank,
National Association (name later changed to First
Fidelity Bank, National Association), as Trustee, is
incorporated herein by reference to Exhibit 4(c) to
Form 10-K report of the Registrant for 1992.
(d) Flip-Over Rights Agreement dated as of March 2, 1989
between the Registrant and Bank of Delaware, as
Rights Agent, is incorporated herein by reference to
Exhibit 1 to Form 8-A Registration Statement of the
Registrant, No. 1-3437-2.
(e) Flip-In Rights Agreement dated as of March 2, 1989
between the Registrant and Bank of Delaware, as
Rights Agent, is incorporated herein by reference to
Exhibit 1 to Form 8-A Registration Statement of the
Registrant, No. 1-3437-2.
5 Opinion Re Legality
See Opinion of Dechert Price & Rhoads on page 24 of this
Registration Statement on Form S-3.
<PAGE> 21
EXHIBIT INDEX (Cont'd.)
Exhibit No. Exhibit Description
23 Consents of Experts and Counsel
(a) See Consent of Price Waterhouse LLP on page 25 of
this Registration Statement on Form S-3.
(b) See Consent of Dechert Price & Rhoads on page 24 of
this Registration Statement on Form S-3 (included in
Exhibit 5 hereto).
24 Power of Attorney
See Power of Attorney of Directors and Officers of the
Company on pages 26 and 27 of this Registration Statement
on Form S-3.
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, at Voorhees, New Jersey, on April 6, 1995.
AMERICAN WATER WORKS COMPANY, INC.
By: 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
Principal Executive Officer:
George W. Johnstone President and Chief April 6, 1995
- ----------------------------- Executive Officer and
George W. Johnstone Director
Principal Financial Officer:
J. James Barr Vice President and April 6, 1995
- ----------------------------- Treasurer
J. James Barr
Principal Accounting Officer:
Robert D. Sievers Comptroller April 6, 1995
- -----------------------------
Robert D. Sievers
<PAGE> 23
SIGNATURES (Cont'd.)
Marilyn W. Lewis April 6, 1995
- -------------------------------
Marilyn W. Lewis, Chairman of
the Board of Directors
Nelson G. Harris April 6, 1995
- -------------------------------
Nelson G. Harris, Vice Chairman
of the Board of Directors
William O. Albertini April 6, 1995
- -------------------------------
William O. Albertini, Director
William R. Cobb April 6, 1995
- -------------------------------
William R. Cobb, Director
Elizabeth H. Gemmill April 6, 1995
- -------------------------------
Elizabeth H. Gemmill, Director
Henry G. Hager April 6, 1995
- -------------------------------
Henry G. Hager, Director
William F. Hyland April 6, 1995
- -------------------------------
William F. Hyland, Director
Nancy W. Wainwright April 6, 1995
- -------------------------------
Nancy W. Wainwright, Director
Paul W. Ware April 6, 1995
- -------------------------------
Paul W. Ware, Director
Ross A. Webber April 6, 1995
- -------------------------------
Ross A. Webber, Director
<PAGE> 24
EXHIBIT 5
[DECHERT PRICE & RHOADS LETTERHEAD]
May 3, 1995
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, New Jersey 08043
Dear Sirs:
American Water Works Company, Inc. (the "Company") is about to file a
registration statement ("Registration Statement") on Form S-3 with the
Securities and Exchange Commission relating to an offering of 5,000,000
shares (the "Additional Shares") of its common stock, $1.25 par value per
share (the "Common Stock"), pursuant to the Company's Dividend Reinvestment
and Stock Purchase Plan (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, all as more fully described in the
Registration Statement. The Company has 100,000,000 shares of Common Stock
authorized, of which approximately 33,000,000 are now outstanding.
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 hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to us under the caption "Legal
Opinion" in the Prospectus included in the Registration Statement.
Very truly yours,
Dechert Price & Rhoads
<PAGE> 25
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 31, 1995 which appears on page 35 of the 1994 Annual Report
to Shareholders 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, 1994. We also consent
to the incorporation by reference of our report on the Financial Schedules,
which appears on page 11 of such Annual Report on Form 10-K. We also
consent to the reference to us under the heading "Experts" in such
Prospectus.
Price Waterhouse LLP
PRICE WATERHOUSE LLP
Philadelphia, PA
May 3, 1995
<PAGE> 26
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 W. Timothy Pohl, as his or her true and
lawful attorney 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-3 under the Securities Act of 1933,
relating to the offer and sale of shares of Common Stock of said
corporation pursuant to its Dividend Reinvestment and Stock Purchase Plan,
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; 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 attorney.
IN WITNESS WHEREOF, the undersigned have executed this instrument,
this 6th day of April, 1995.
George W. Johnstone Marilyn W. Lewis
- ---------------------------------- -----------------------------------
George W. Johnstone, President and Marilyn W. Lewis, Chairman of the
Chief Executive Officer and Board of Directors
Director
J. James Barr Nelson G. Harris
- ---------------------------------- ----------------------------------
J. James Barr, Vice President and Nelson G. Harris, Vice Chairman of
Treasurer the Board of Directors
Robert D. Sievers William O. Albertini
- ---------------------------------- ----------------------------------
Robert D. Sievers, Comptroller William O. Albertini, Director
<PAGE> 27
SIGNATURES (Cont'd.)
William R. Cobb William F. Hyland
- --------------------------------- ----------------------------------
William R. Cobb, Director William F. Hyland, Director
Elizabeth H. Gemmill Nancy W. Wainwright
- --------------------------------- ----------------------------------
Elizabeth H. Gemmill, Director Nancy W. Wainwright, Director
Henry G. Hager Paul W. Ware
- --------------------------------- ----------------------------------
Henry G. Hager, Director Paul W. Ware, Director
Ross A. Webber
------------------------------------
Ross A. Webber, Director
2
