Page 1 of 23
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, 1995
--------------------------------------------
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
Form 11-K
Page 2
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 23
Form 11-K
Page 3
SIGNATURE
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Retirement Plan Committee has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC. AND
ITS DESIGNATED SUBSIDIARIES
Date June 26, 1996 \s\ Robert D. Sievers
------------- --------------------------------------
Robert D. Sievers
Member, Retirement Plan Committee
Form 11-K
Page 4
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Financial Statements
and
Additional Information
December 31, 1995
<PAGE> Form 11-K
Page 5
Savings Plan for Employees of
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Table of Contents
FINANCIAL STATEMENTS: PAGE
Report of Independent Accountants 6
Statement of Net Assets Available for Benefits
as of December 31, 1995 7
Statement of Net Assets Available for Benefits 9
as of December 31, 1994
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the
Year Ended December 31, 1995 11
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the
Year Ended December 31, 1994 13
Notes to Financial Statements 15
Additional Information*
Schedule I- Schedule of Assets Held for Investment
Purposes at December 31, 1995 21
Schedule II - Schedule of Reportable Transactions for
the Year Ended December, 31, 1995 22
* 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> Form 11-K
Page 6
REPORT OF INDEPENDENT ACCOUNTANTS
June 26, 1996
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, 1995 and 1994 and the changes in net assets available for benefits for
the years ended December 31, 1995 and December 31, 1994, 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 audits were 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 the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. The Fund Information in the statement of net assets available for
benefits and the statement of changes in net assets available for benefits
is presented for purposes of additional analysis rather than to present the
net assets available for plan benefits and changes in net assets available
for benefits of each fund. Schedules I and II and the Fund Information
have been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Price Waterhouse
- ---------------------
Price Waterhouse
<PAGE> Savings Plan for Employees of Form 11-K
Page 7
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Statement of Net Assets Available for Benefits
December 31, 1995
- ------------------------------------------------------------------
<TABLE>
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 fund $6,702,120 -- -- -- $6,702,120
Collective
income funds -- $1,785,259 $2,211,954 -- 3,997,213
Common stock -- -- -- $8,305,114 8,305,114
---------- ---------- ---------- ---------- ----------
Total investments 6,702,120 1,785,259 2,211,954 8,305,114 19,004,447
Receivables:
Employer's
contribution -- -- -- 116,709 116,709
Participants'
contributions 191,855 63,337 71,472 124,849 451,513
receivable
Accrued income 35 10 11 43 99
Participants' loans
receivable 38,892 17,979 16,605 29,964 103,440
<PAGE> Form 11-K
Page 8
Index Index Fixed Company
Equity Bond Income Stock
Fund Fund Fund Fund Total
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Cash and cash
equivalents to be
invested 2,085 47,412 688 33,043 83,228
---------- ---------- ---------- ---------- -----------
Total assets 6,934,987 1,913,997 2,300,730 8,609,722 19,759,436
---------- ---------- ---------- ---------- -----------
LIABILITIES
Accounts payable -- -- -- -- --
---------- ---------- ---------- ---------- -----------
Total liabilities -- -- -- -- --
---------- ---------- ---------- ---------- -----------
Net assets available
for benefits $6,934,987 $1,913,997 $2,300,730 $8,609,722 $19,759,436
========== ========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> Savings Plan for Employees of Form 11-K
Page 9
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Statement of Net Assets Available for Benefits
December 31, 1994
- --------------------------------------------------------------------
<TABLE>
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 fund $3,088,159 -- -- -- $3,088,159
Collective
income funds -- $ 974,753 $1,313,018 -- 2,287,771
Common stock -- -- -- $3,008,477 3,008,477
---------- ---------- ---------- ---------- ----------
Total investments 3,088,159 974,753 1,313,018 3,008,477 8,384,407
Receivables:
Employer's
contribution -- -- -- 117,356 117,356
Participants'
contributions 183,636 64,903 71,978 123,968 444,485
Accrued income 133 241 118 303 795
Participants' loans 4,224 1,300 673 3,161 9,358
<PAGE> Form 11-K
Page 10
Index Index Fixed Company
Equity Bond Income Stock
Fund Fund Fund Fund Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Cash and cash
equivalents to be
invested 1,286 60,562 1,614 17,872 81,334
---------- --------- ---------- ---------- ----------
Total assets 3,277,438 1,101,759 1,387,401 3,271,137 9,037,735
---------- ---------- ---------- ---------- ----------
LIABILITIES
Accounts payable 7,166 2,190 26,313 9,129 44,798
---------- ---------- ---------- ---------- ----------
Total liabilities 7,166 2,190 26,313 9,129 44,798
---------- ---------- ---------- ---------- ----------
Net assets available
for benefits $3,270,272 $1,099,569 $1,361,088 $3,262,008 $8,992,937
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> Savings Plan for Employees of Form 11-K
Page 11
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1995
- -----------------------------------------------------------------
<TABLE>
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 $ 127,985 $ 3,472 $ 486 $ 206,064 $ 338,007
Net appreciation
in fair value of
investments 1,414,428 167,494 117,450 2,264,864 3,964,236
---------- ---------- ---------- ---------- -----------
1,542,413 170,966 117,936 2,470,928 4,302,243
---------- ---------- ---------- ---------- -----------
Contributions
Employer -- -- -- 1,429,529 1,429,529
Participants 2,283,634 709,134 907,409 1,581,318 5,481,495
Rollovers 14,847 11,414 5,230 18,749 50,240
---------- ---------- ---------- ---------- -----------
2,298,481 720,548 912,639 3,029,596 6,961,264
---------- ---------- ---------- ---------- -----------
Total additions 3,840,894 891,514 1,030,575 5,500,524 11,263,507
---------- ---------- ---------- ---------- -----------
Deductions from net assets
attributed to:
Participants' benefits 141,500 57,527 74,997 125,714 399,738
<PAGE> Form 11-K
Page 12
Index Index Fixed Company
Equity Bond Income Stock
Fund Fund Fund Fund Total
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Net depreciation in
fair value of
investments -- -- -- -- --
Net Loans 34,668 16,679 15,931 26,804 94,082
Administrative expenses 11 2,880 5 292 3,188
---------- ---------- ---------- ---------- -----------
Total deductions 176,179 77,086 90,933 152,810 497,008
---------- ---------- ---------- ---------- -----------
Net increase 3,664,715 814,428 939,642 5,347,714 10,766,499
Net assets at beginning
of year 3,270,272 1,099,569 1,361,088 3,262,008 8,992,937
---------- ---------- ---------- ---------- -----------
Net assets at end of
year $6,934,987 $1,913,997 $2,300,730 $8,609,722 $19,759,436
========== ========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> Savings Plan for Employees of Form 11-K
Page 13
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1994
- ---------------------------------------------------------------
<TABLE>
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 $ 69,651 $ 3,776 $ 2,050 $ 66,895 $ 142,372
Net appreciation
in fair value of
investments -- -- 51,246 -- 51,246
---------- ---------- ---------- ---------- ----------
69,651 3,776 53,296 66,895 193,618
---------- ---------- ---------- ---------- ----------
Contributions
Employer -- -- -- 998,984 998,984
Participants 2,134,904 738,618 806,178 1,430,509 5,110,209
Rollovers 34,494 4,506 49,814 31,551 120,365
---------- ---------- ---------- ---------- ----------
2,169,398 743,124 855,992 2,461,044 6,229,558
---------- ---------- ---------- ---------- ----------
Total additions 2,239,049 746,900 909,288 2,527,939 6,423,176
---------- ---------- ---------- ---------- ----------
Deductions from net assets
attributed to:
Participants' benefits 45,607 11,786 54,712 29,672 141,777
<PAGE> Form 11-K
Page 14
Index Index Fixed Company
Equity Bond Income Stock
Fund Fund Fund Fund Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net depreciation in
fair value of
investments 23,894 15,037 -- 162,882 201,813
Net loans 4,224 1,300 673 3,161 9,358
Administrative expenses 60 2,072 31 49 2,212
---------- ---------- ---------- ---------- ----------
Total deductions 73,785 30,195 55,416 195,764 355,160
---------- ---------- ---------- ---------- ----------
Net increase 2,165,264 716,705 853,872 2,332,175 6,068,016
Net assets at 1,105,008 382,864 507,216 929,833 2,924,921
beginning of period ---------- ---------- ---------- ---------- ----------
Net assets at end of
period $3,270,272 $1,099,569 $1,361,088 $3,262,008 $8,992,937
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> Form 11-K
Page 15
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 completed six
months of service and are age eighteen or older. The Plan 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 compensation up to
$150,000 for the year ended December 31, 1995 as defined in the Plan. For
the period August 1, 1994 until December 31, 1995, the Company matched 40%
of the first 3% of participant contributions. Previously, the Company
matched 30% of the first 2% of participant contributions. All matching
contributions are invested in Company common 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 his contributions invested in any combination
of four investment options in multiples of 25%. Each participant's accounts
are credited with his 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 Company's
contributions to the Plan are invested in the Company Stock Fund.
<PAGE> Form 11-K
Page 16
Vesting
- -------
Participants are immediately vested in their voluntary contributions
plus earnings thereon. Vesting of Company contributions 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, a participant may elect to withdraw the value of their
account, roll that account value over into a qualified plan or individual
retirement account, or defer this distribution until age 65. In all cases,
unless earlier withdrawn, a participant will receive the balance in their
account upon the earlier of attaining age 65 if not then working for the
Company, 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 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 the latest closing price on the valuation date. Mutual fund investments
are valued at the latest closing net asset value on the valuation date
representing the value at which shares of the fund may be purchased or
redeemed. Collective income funds are valued by the Fund sponsor.
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 $46,908 at December 31, 1995 and $922 at December 31, 1994
and will be recognized in the Plan financial statements when paid.
<PAGE> Form 11-K
Page 17
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 at December 31,
1995 and 1994.
<TABLE>
December 31, 1995 December 31, 1994
-------------------------- ---------------------------
Shares/units Value Shares/units Value
------------ ----------- ------------- ----------
<S> <C> <C> <C> <C>
Investments at fair value based
on quoted market price
Mutual fund:
Vanguard Index Trust 116,356 $ 6,702,120 71,868 $3,088,159
Collective funds:
EB MBA Composite Bond Index 5,114 1,785,259 3,156 974,753
American Express Trust Income Fund I 55,774 2,211,954 35,136 1,313,018
Common Stock:
American Water Works Company, Inc. 213,636 8,305,114 111,425 3,008,477
----------- ---------
Total investments $19,004,447 $8,384,407
=========== =========
</TABLE>
<PAGE> Form 11-K
Page 18
During 1995 and 1994, the Plan's investments (including investments
bought, sold and held during the years then ended) appreciated
(depreciated) in value by $3,964,236 and ($150,567) as follows:
Year Ended Year Ended
December 31, 1995 December 31, 1994
----------------- -----------------
Mutual fund $1,414,428 $ (23,894)
Collective funds 284,944 36,209
Common stock 2,264,864 (162,882)
---------- ----------
Net change in fair value $3,964,236 $(150,567)
========== ==========
<PAGE> Form 11-K
Page 19
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 participant's
account and bear interest at a 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. Participant loans withdrawn from the Plan totaled $120,204
and $10,116 in 1995 and 1994, respectively. Repayments of participant
loans to the Plan totaled $26,122 and $758 in 1995 and 1994, respectively.
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
- -----------------
During 1995 and 1994, participants transferred account balances
totaling $50,240 and $120,365, respectively, from other qualified plans
into the Plan.
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.
<PAGE> Form 11-K
Page 20
NOTE 9 - INCOME TAX STATUS
- --------------------------
The Internal Revenue Service has determined and informed the Company by
a letter dated April 15, 1995, that the Plan and related trusts are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC) and are, therefore, not subject to tax under present income tax
law. Once qualified, the Plan is required to operate in conformity with
the IRC to maintain its qualification. Management is not aware of any
course of action or series of events that have occurred that might
adversely affect the Plan's qualified status.
NOTE 10 - SUBSEQUENT EVENTS
- ---------------------------
Beginning January 1, 1996, the Company will match 45% of the first 4%
of participant contributions. For participant contributions received after
January 1, 1998, the Company will match 50% of the first 4% of participant
contributions. Also effective in 1996, the basis upon which participants
can contribute has increased to a maximum of 10% of base compensation not
to exceed the Internal Revenue Code's limit.
In 1996, a fifth investment option, the Vanguard Small Capital
Investment Fund, will be added for participants' contributions to the Plan.
Participant contributions will also be able to be invested in any
combination of the five investment options in multiples of 1%.
<PAGE> Form 11-K
Page 21
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, 1995
- ---------------------------------------------------------------------------
Shares/Units Issue Cost Value
- ------------ -------- --------- -------
Mutual Fund:
116,356 Vanguard Index Trust $ 5,353,394 $6,702,120
Collective Funds:
5,114 EB MBA Composite Bond Index 1,634,582 1,785,259
American Express Trust
55,774 Income Fund I 2,110,371 2,211,954
Common Stock:
213,636 American Water Works Company, Inc. 6,077,884 8,305,114
----------- -----------
$15,176,231 $19,004,447
=========== ===========
<PAGE> SCHEDULE II Form 11-K
Page 22
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, 1994.)
For the Year Ended December 31, 1995
- -------------------------------------------------------------------------
<TABLE>
Identity Current Value
of Party Number of Purchase Sales Cost of on Transaction Net
Involved Description Transactions Price Proceeds Assets Date Gain/Loss
- -------- --------------- ------------ ---------- ---------- ---------- -------------- ---------
<S> <S> <C> <C> <C> <C> <C> <C>
Dreyfus Dreyfus
Funds Government Cash
Management 184 $ 9,437,171
Dreyfus Dreyfus
Funds Government Cash
Management 142 $9,455,835 $9,455,835 $9,455,835
American
Water American Water Works
Works Company, Inc.
Co. Inc. Common Stock 69 3,275,879
The Vanguard
Vanguard Index
Group Trust 11 2,034,956
<PAGE> Form 11-K
Page 23
Identity Current Value
of Party Number of Purchase Sales Cost of on Transaction Net
Involved Description Transactions Price Proceeds Assets Date Gain/Loss
- -------- --------------- ------------ ---------- ---------- ---------- -------------- ---------
<S> <S> <C> <C> <C> <C> <C> <C>
American
Express
Trust American Express
Company Trust Income Fund I 15 852,189
Mellon EB Temporary
Bank Investment Fund 24 605,181
Mellon EB Temporary
Bank Investment Fund 15 660,892 660,892 660,892
Mellon EB MDA Composite
Bank Bond Index 12 658,819
</TABLE>
