Registration No. 333-
Exhibit Index on Page 7
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN WATER WORKS COMPANY, INC.
(Exact name of Company as specified in its charter)
Delaware 1025 Laurel Oak Road 51-0063696
(State of Incorporation) Voorhees, New Jersey 08043 (I.R.S. Employer
(Address of principal Identification
executive offices) (Zip Code) Number)
AMERICAN WATER WORKS COMPANY LONG-TERM
PERFORMANCE-BASED INCENTIVE PROGRAM
(Full Title of the Plan)
W. Timothy Pohl, Esquire, Secretary
American Water Works Company, Inc.
1025 Laurel Oak Road
Voorhees, New Jersey 08043
(Name and address of agent for service)
(609) 346-8200
(Telephone number, including area code, of agent for service)
Copy to:
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
Attention: George W. Patrick, Esq.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $1.25 per share 700,000 shares $21.125 $14,787,500 $4,481.06
- ---------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 on the
basis of $21.125 per share, the average of the high and low prices of
the Company's Common Stock as reported on the New York Stock Exchange
on October 14, 1996.
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<PAGE> 1
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.
Item 2. Company Information and Employee Plan Annual Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by the American Water
Works Company, Inc. ("the Company") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this
Registration Statement as of their respective dates:
1. Annual Report on Form 10-K filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), for the Company's fiscal year ended December 31,
1995.
2. The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form S-3 filed
with the Commission on April 5, 1996, Registration No. 333-02279,
pursuant to the Securities Act of 1933, as amended, including any
amendment or report filed for the purpose of updating such
description.
3. Form 8-K report of the Registrant filed with the
Commission on March 1, 1996, pursuant to the Exchange Act.
4. Form 8-K/A report of the Registrant filed with the
Commission on April 3, 1996, pursuant to the Exchange Act.
5. Form 8-K report of the Registrant filed with the
Commission on April 25, 1996, pursuant to the Exchange Act.
6. Form 10-Q report of the Registrant for the period ending
March 31, 1996 filed with the Commission on May 14, 1996.
7. Form 10-Q report of the Registrant for the period ending
June 30, 1996 filed with the Commission on August 9, 1996.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing with the Commission of a post-effective amendment to this
Registration Statement that indicates that all securities offered have been
sold or effects the deregistration of the balance of such securities then
<PAGE> 2
remaining unsold shall be deemed to be incorporated herein by reference and
to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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 Bylaws 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Document
------- --------
4.1 Long-Term Performance-Based Incentive Plan of the
Registrant, effective as of January 1, 1993, is
incorporated herein by reference to Exhibit 10(f) to Form
10-K report of the Registrant for 1994.
5.1 Opinion of Dechert Price & Rhoads as to the legality of
securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Dechert Price & Rhoads (contained in opinion
filed as Exhibit 5 to this Registration Statement).
24.1 Power of Attorney (included on Signature Page).
<PAGE> 3
Item 9. Undertakings.
The undersigned 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;
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) promulgated under the
Securities Act if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in this Registration Statement;
(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 (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) that, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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> 4
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of an action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE> 5
SIGNATURES
The Company. Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Voorhees and State of New Jersey
on May 2, 1996.
AMERICAN WATER WORKS COMPANY, INC.
By George W. Johnstone
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George W. Johnstone
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints W. Timothy Pohl as his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution for him in any and all
capacities to sign any and all amendments (including pre- or post-effective
amendments) to this Registration Statement on Form S-8 and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute, may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
George W. Johnstone President, Chief Executive Officer May 2, 1996
- ------------------- and Director
George W. Johnstone
J. James Barr Vice President May 2, 1996
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J. James Barr
Robert D. Sievers Comptroller May 2, 1996
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Robert D. Sievers
<PAGE> 6
Signature Title Date
--------- ----- ----
Marilyn Ware Lewis Chairman of the Board May 2, 1996
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Marilyn Ware Lewis
William O. Albertini Director May 2, 1996
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William O. Albertini
William R. Cobb Director May 2, 1996
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William R. Cobb
Elizabeth H. Gemmill Director May 2, 1996
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Elizabeth H. Gemmill
Henry G. Hager Director May 2, 1996
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Henry G. Hager
Nelson G. Harris Director May 2, 1996
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Nelson G. Harris
Nancy W. Wainwright Director May 2, 1996
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Nancy W. Wainwright
Paul W. Ware Director May 2, 1996
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Paul W. Ware
Ross A. Webber Director May 2, 1996
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Ross A. Webber
Horace Wilkins, Jr. Director May 2, 1996
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Horace Wilkins, Jr.
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Document Page
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5.1 Opinion of Dechert Price & Rhoads as to the legality 8
of securities being registered.
23.1 Consent of Price Waterhouse LLP 9
<PAGE> 8
EXHIBIT 5.1
September 24, 1996
American Water Works Company, Inc.
1025 Laurel Oak Road
P. O. Box 1770
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-8 with the
Securities and Exchange Commission relating to the offering of 700,000
shares of its Common Stock Par Value $1.25 (the "Shares") pursuant to the
Company's Long-Term Performance-Based Incentive Plan (the "Plan"). We are
informed by the Company, and have assumed for purposes of this opinion,
that the Shares will be either (a) authorized and unissued shares of the
Common Stock of the Company or (b) outstanding shares of the Common Stock
of the Company held in the Company's treasury, all as more fully described
in the Registration Statement.
We have examined such corporate records of the Company and other
documents as we have deemed appropriate to give this opinion. Based on 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 Shares, (a) to the extent they are now outstanding, have been
validly issued and are fully paid and nonassessable, and (b) to the extent
they will be newly issued shares awarded pursuant to the Plan, have been
duly authorized and, when issued and sold in accordance with the Plan, and
upon receipt by the Company of consideration therefor, will be validly
issued, fully paid and nonassessable.
3. No personal liability will attach to the ownership of the 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.
Very truly yours,
Dechert Price & Rhoads
<PAGE> 9
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 30, 1996, except as to
Note 13, which is as of February 16, 1996, which appears on page 35 of the
1995 Annual Report to Stockholders of American Water Works Company, Inc.,
which is incorporated by reference in American Water Works Company, Inc.
Annual Report on Form 10-K for the year ended December 31, 1995. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 11 of such Annual Report on Form
10-K.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
October 18, 1996
