Registration No. 33-59059
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 3
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
AMERICAN WATER WORKS COMPANY, INC.
(Exact name of registrant as specified in charter)
Dividend Reinvestment and Stock Purchase Plan
Delaware 51-0063696
(State of Incorporation) (I.R.S. Employer Identification No.)
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. Copy to:
General Counsel and Secretary George W. Patrick, Esq.
American Water Works Company, Inc. Dechert Price & Rhoads
1025 Laurel Oak Road 4000 Bell Atlantic Tower
Voorhees, New Jersey 08043 1717 Arch Street
(609) 346-8200 Philadelphia, Pennsylvania 19103
(Name, address, including zip code, (215) 994-2631
and 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. [ ]
If this Form is filed to register additional securities for offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
EXHIBIT INDEX IS ON PAGE II-5
===========================================================================
<PAGE>
PART I
PROSPECTUS
[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 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
98% 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 April 16, 1998.
<PAGE>
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, 1997.
2. The description of Common Stock contained in the Company's
Registration Statement No. 333-02279 on Form S-3.
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 (Citicorp
Center, Suite 1400, 500 West Madison Street, Chicago, IL 60661) and New
York (Public Reference Room, Suite 1300, 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. The Commission also maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information
statements and other information that the Company files electronically with
the Commission. 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.
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.
2
<PAGE>
AMERICAN WATER WORKS COMPANY, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
THE COMPANY
American Water Works Company, Inc., a Delaware corporation, is the
largest investor-owned and most geographically diverse water utility
business in the United States. The Company, through its 23 regulated
subsidiaries, is primarily engaged in the collection, treatment,
distribution and sale of water and, secondarily, sewage treatment services.
The Company currently serves more than 860 communities with a total
population of approximately 7 million in 22 states. 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
BankBoston N.A. (the "Plan Administrator") is 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:
BankBoston N.A.
c/o Boston EquiServe, L.P.
P.O. Box 8040
Boston, MA 02266-8040
(800) 736-3001
(781) 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 registered 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. Consequently,
shareholders utilizing the Plan for arbitrage, or short-term income
producing strategies, will have their participation in the Plan terminated
by the Plan Administrator.
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:
3
<PAGE>
-- Dividends paid on all or part of a Participant's shares of
Company stock will be reinvested in shares of Common Stock
("Reinvestment Purchases") at a discount of 2% 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 dividend reinvestment, at a discount of 2% 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 Reinvestment 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
Reinvestment 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)
4
<PAGE>
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 Reinvestment 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 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 dividend reinvestment; thus, the dividends paid on all
such shares will be reinvested in Common Stock at a price equal to
98% 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 98% 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 dividend
reinvestment; thus, the dividends paid on all but the specified
shares will be reinvested in Common Stock at a price equal to 98%
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 98% of the
applicable average market price, subject to the limitations stated
under Question 18.
Optional Purchases Only -- None of the shares of Common Stock or
Senior Stock held by the Participant outside the Plan will be
subject to dividend reinvestment; thus, the dividends paid 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
5
<PAGE>
Purchases of Common Stock at a price equal to 98% 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 Reinvestment Purchases or
Optional Purchases) and held in the Plan Account will be subject to
dividend reinvestment, and the dividends paid on all such shares will be
reinvested in Common Stock at a price equal to 98% of the applicable
average market price. In the event no investment option is specified, the
Participant will be deemed to have selected the Full Dividend Reinvestment
option.
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 98% of the applicable average market
price. Each Customer Enrollment Form for an Eligible Customer must be
accompanied by a check for at least $100.
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.
6
<PAGE>
REINVESTMENT PURCHASES
13. When will Reinvestment Purchases be made?
Reinvestment 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.
Reinvestment 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 Reinvestment 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 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 Reinvestment 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 a Reinvestment 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 Reinvestment Purchases
be determined?
The price of shares purchased through Reinvestment Purchases will be
98% 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
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 Reinvestment Purchases be subject to
dividend reinvestment?
Yes. All dividends paid on shares acquired through Reinvestment
Purchases, so long as the shares are held in the Participant's Plan
Account, will be reinvested in new shares of Common Stock. If certificates
for shares acquired through Reinvestment 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.
7
<PAGE>
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 drawn on a United States bank and
in United States dollars and payable to "BankBoston, 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.
In the event a Participant's Optional Payment is returned unpaid for
any reason to the Plan Administrator by the bank on which it is drawn, the
Plan Administrator will immediately sell from the Participant's Plan
Account those shares purchased with the Optional Payment. A $25.00 fee will
also be assessed against the Participant's Plan Account. If the net
proceeds from the sale of the shares purchased with the Optional Payment is
insufficient to cover the Optional Payment and $25.00 fee, the Plan
Administrator may sell such additional shares from the Participant's Plan
Account as necessary to satisfy the uncollected balance.
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
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 98%
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
8
<PAGE>
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.
20. Will shares acquired through Optional Purchases be subject to 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
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. Certain charges may be
incurred upon a Participant's withdrawal from the Plan, which are described
under Question 24. In addition, certain charges will be incurred for
Optional Payments returned unpaid, which are described under Question 17.
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 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.
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 after this Reinvestment Purchase is
credited to the Participant's Plan Account.
9
<PAGE>
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 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.
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
10
<PAGE>
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 applicable Investment Date 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)
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.
11
<PAGE>
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. BankBoston
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.
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.
12
<PAGE>
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
- ---- ---- --- ---------
1996 First Quarter $20 1/4 $18 1/4 $.175
Second Quarter 20 1/8 17 3/4 .175
Third Quarter 22 19 1/2 .175
Fourth Quarter 21 3/4 18 7/8 .175
1997 First Quarter 24 1/2 19 7/8 .19
Second Quarter 22 3/8 20 5/8 .19
Third Quarter 22 1/2 20 3/4 .19
Fourth Quarter 29 11/16 20 11/16 .19
1998 First Quarter 33 5/16 25 1/4 .205
Second Quarter 33 3/16 31 1/8 .205
(through April 6)
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.
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,
1997 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.
13
<PAGE>
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.
14
<PAGE>
===========================================================================
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........................................... 2
Additional Information................................ 2
The Company........................................... 3
The Plan Administrator................................ 3
Provisions of the Plan................................ 3
Purposes and Advantages............................. 3
Participation....................................... 4
Administration...................................... 6
Reinvestment Purchases.............................. 7
Optional Purchases.................................. 8
Costs............................................... 9
Statements and Reports to Participants.............. 9
Withdrawal and Termination.......................... 9
Rights Offerings and Share Distributions............ 10
Taxes............................................... 11
Other Information................................... 12
Market Price Range and Dividends...................... 13
Use of Proceeds....................................... 13
Legal Opinion......................................... 13
Experts............................................... 13
Indemnification of Directors and Officers............. 14
===========================================================================
1210-DRP
===========================================================================
[LOGO]
Common Stock
($1.25 Par Value)
------------------
PROSPECTUS
------------------
Dividend Reinvestment
and Stock Purchase Plan
April 16, 1998
===========================================================================
<PAGE>
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 . . . . . . . . . 7,000
Printing . . . . . . . . . . . . . . . . . . . . . . . . 52,673
Stock Exchange listing fees. . . . . . . . . . . . . . . 5,000
Miscellaneous (including Blue Sky fees and expenses) . . 1,000
Total. . . . . . . . . . . . . . . . . . . . . . . . . . $115,457
Each amount set forth above, except for the SEC, is estimated. Each
such amount is a cumulative restatement of prior estimates made in the
original registration statement and each post-effective amendment
filed since then.
Item 15. Indemnification of Directors and Officers.
This item is contained in the Prospectus.
Item 16. Exhibits.
See Exhibit Index on Page II-5.
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:
(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;
II-1
<PAGE>
(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.
II-2
<PAGE>
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
Post-Effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Voorhees,
New Jersey, on the 16th day of April, 1998.
AMERICAN WATER WORKS COMPANY, INC.
*By: J. James Barr, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates
indicated.
Name Title Date
*J. James Barr President and Chief April 16, 1998
Executive Officer,
Chief Financial Officer
and Director
*Robert D. Sievers Comptroller April 16, 1998
(Chief Accounting Officer)
II-3
<PAGE>
Name Title Date
*Marilyn W. Lewis Chairman of the Board )
of Directors )
)
*William O. Albertini Director )
)
*William R. Cobb Director )
)
*Elizabeth H. Gemmill Director )
)
*Henry G. Hager Director ) April 16, 1998
)
*Nelson G. Harris Director )
)
*Nancy W. Wainwright Director )
)
*Paul W. Ware Director )
)
*Ross A. Webber Director )
*W. Timothy Pohl, by signing his name hereto, does sign this
document on behalf of the persons indicated pursuant to powers
of attorney duly executed by such persons.
By: W. Timothy Pohl, Esq.
Attorney-in-fact
II-4
<PAGE>
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"
prospectus (as set forth in Part I of this Registration
Statement)
23 Consents of Experts and Counsel
(a) Consent of Independent Accountants
(b) Consent of Counsel
24 Power of Attorney
Power of Attorney of Directors and Officers of the Company
(Exhibit 24 to the Company's Form S-3, SEC File Number
33-59059), is incorporated herein by reference.
II-5
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 February 4, 1998, which appears on
page 35 of the 1997 Annual Report to Shareholders of American
Water Works Company, Inc. and subsidiaries, which is incorporated
by reference in American Water Works Company, Inc. and
subsidiaries' Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
April 14, 1998
<PAGE>
EXHIBIT 23(b)
April 14, 1998
CONSENT OF COUNSEL
We hereby consent to the reference to us under the caption "Legal
Opinion" in the Prospectus included in the Post-Effective
Amendment No. 3 to the Form S-3 Registration Statement of
American Water Works Company, Inc. (Registration No. 33-59059)
DECHERT PRICE & RHOADS
April 14, 1998
