EXHIBIT INDEX ON PAGE 7
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported) March 2, 1999
-------------
AMERICAN WATER WORKS COMPANY, INC.
-------------------------------------------------------
(Exact name of registrant as specified in its charter.)
DELAWARE 51-0063696
- ----------------------- ------------------------------------
(State or jurisdiction (IRS Employer Identification Number)
of incorporation)
1-3437-2
------------------------
(Commission File Number)
1025 Laurel Oak Road, P.O. Box 1770, Voorhees, New Jersey 08043
----------------------------------------------------------------
(Address of Principal Executive Offices - Zip Code)
(609) 346-8200
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name and former address, if changed since last report.)
===========================================================================
<PAGE>
ITEM 5. OTHER EVENTS
Adoption of Rights Agreement
The Board of Directors of American Water Works Company, Inc. (the
"Company") has declared a dividend distribution of one common stock
purchase right (the "Rights") for each outstanding share of common stock
(the "Common Shares") of the Company, par value $1.25 per share, to
shareholders of record at the close of business on March 2, 1999 (the
"Record Date"). Each Right entitles the registered holder to purchase from
the Company one Common Share at a purchase price of $150.00, subject to
adjustment (the "Purchase Price"). The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and BankBoston, N.A., the Rights Agent. Capitalized terms used but
not otherwise defined herein shall have the meaning given such terms in the
Rights Agreement.
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding, no separate Right Certificates
will be distributed and the Rights will not be tradeable separately from
the Common Shares. The Rights will become exercisable and will separate
from the Common Shares upon the earlier of (i) ten calendar days after a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 25% or
more of the outstanding Common Shares (the "Shares Acquisition Date") or
(ii) ten business days (or a later date as determined by the Board of
Directors or, if there has been an Adverse Change of Control, by a majority
of the Continuing Directors (as such terms are herein defined)) after the
commencement of, or first public announcement of, an intention to commence,
a tender offer or exchange offer that would result in a person or group
beneficially owning 25% or more of the outstanding Common Shares (the
earlier of such dates being called the "Distribution Date").
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with such
Common Share certificates, (ii) new Common Share certificates issued after
the Record Date will contain, in accordance with the Rights Agreement, a
notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any certificates for Common Shares outstanding
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate.
1
<PAGE>
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on March 2, 2009, unless earlier redeemed
or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date, and thereafter, the separate Right
Certificates alone will represent the Rights. Except as otherwise provided
by the Rights Agreement or determined by the Board of Directors, only
Common Shares issued prior to the Distribution Date will be issued with
Rights.
In the event that a person or a group of affiliated or associated
persons becomes the beneficial owner of 35% or more of the Common Shares,
each holder of a Right will thereafter have the right to receive, upon
exercise, Common Shares (or in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
Purchase Price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be
null and void.
In the event that (i) the Company consolidates, or merges with, any
other person, and the Company is not the surviving corporation, (ii) any
person engages in a share exchange, consolidation or merger with the
Company where the outstanding Common Shares of the Company are exchanged
for securities, cash or property of the other person and the Company is the
surviving corporation, or (iii) 50% or more of the Company's assets or
earning power is sold or transferred, proper provision will be made so that
each holder of a Right will thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right. The events set forth in this
paragraph and the preceding paragraph are referred to as the "Triggering
Events."
The Purchase Price payable and the number of Common Shares or other
securities, cash or property issuable, upon exercise of the Rights are
subject to customary adjustments from time to time to prevent dilution in
the event of certain changes in the shares of the Company. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to an increase or decrease of at least 1% in
the Purchase Price. The Company may determine not to issue fractional
Rights or shares, and in lieu thereof, an adjustment in cash will be made
based on the market value of the Rights or shares on the last trading date
prior to the date of exercise.
2
<PAGE>
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.0005 per Right, at any time before the earlier of the
close of business on the tenth calendar day following the Shares
Acquisition Date or the close of business on the Expiration Date.
Immediately upon the action of the Board of Directors ordering redemption
of the Rights, the Rights will terminate and the only right of the holders
of Rights will be to receive the redemption price.
At any time after any person becomes an Acquiring Person and prior to
the acquisition by such person of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the then
outstanding and exercisable Rights (other than Rights owned by such person,
which will have become void), in whole or in part, for Common Shares, each
Right being exchangeable for one Common Share, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the earliest of (i) the
Distribution Date, (ii) a Triggering Event or (iii) an Adverse Change of
Control. After the earliest to occur of such events, the provisions of the
Rights Agreement may be amended in order (x) to make changes that do not
adversely affect the interests of holders of the Rights (other than the
interests of any Acquiring Person), (y) to cure any ambiguity or correct or
supplement any provision which may be defective or inconsistent with other
provisions contained in the Rights Agreement, or (z) to shorten or lengthen
any time period under the Rights Agreement, but no time period relating to
redemption of the Rights may be lengthened so as to make the Rights
redeemable at a time at which the Rights had not then otherwise been
redeemable and no other time period may be lengthened unless for the
purpose of protecting, enhancing or clarifying the rights or benefits of
holders of the Rights.
3
<PAGE>
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A
and is available to registered holders of the Rights upon written request
free of charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by
reference.
4
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
99.1 American Water Works Company, Inc. Press Release
dated February 4, 1999, announcing the adoption of
the Rights Agreement.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICAN WATER WORKS COMPANY, INC.
(Registrant)
By: J. James Barr, President and CEO
(Authorized Officer)
Date: March 1, 1999
6
<PAGE>
EXHIBIT INDEX
Exhibit No.
As provided
in Item 601
Exhibit Number Description
99.1 American Water Works Company, Inc.
Press Release dated February 4, 1999,
announcing the adoption of the Rights
Agreement.
7
Exhibit 99.1
[LOGO] AMERICAN WATER WORKS COMPANY, INC.
NEWS RELEASE
FOR RELEASE: FOR IMMEDIATE RELEASE
CONTACT: Thomas G. McKitrick
Vice President Investor Relations
(609) 346-8200
AMERICAN WATER WORKS COMPANY, INC.
ADOPTS NEW SHAREHOLDER RIGHTS PLAN
VOORHEES, NEW JERSEY - February 4, 1999 - American Water
Works Company, Inc. (NYSE:AWK) announced today that its Board
adopted a new Shareholder Rights Plan to replace the Rights
Plan adopted 10 years ago which expires on March 2, 1999.
Marilyn Ware, Chairman of the Board of American Water Works
Company, said "the new Plan better reflects the Company's
current common stock price and incorporates features commonly
found in more recently adopted plans of this kind."
Each Right under the new plan will entitle stockholders
to buy one share of the Company's Common Stock at an exercise
price of $150. Each Right will entitle its holder to
purchase, at the Right's then-current exercise price, shares
of American Water Works Common Stock, or a number of shares
of an acquiring company's stock, which would have a market
value of two times the exercise price, the Company said. The
Rights become exercisable if there is a public announcement
that a person or group acquires, or commences a tender offer
to acquire, 25% or more of the outstanding shares of American
Water Works. The Rights also become exercisable if American
Water Works is acquired in a merger or a person or group
acquires 35% or more of the outstanding shares of American
Water Works. In certain circumstances, the Rights will be
redeemable at the discretion of the Board.
(MORE)
1025 Laurel Oak Road - P.O. Box 1770 - Voorhees, New Jersey 08043 - (609)
346-8201 - Fax (609) 346-8229
<PAGE>
American Water
Page 2
Shareholders do not need to take any action in connection
with the redemption of Rights under the 1989 Rights Plan or to
receive Rights under the new Plan.
"The Rights are not being distributed in response to any
effort to acquire control of the Company, and the Board is not
aware of any such effort," said Marilyn Ware, Chairman of the
Board of American Water Works.
American Water Works Company is the largest and most
geographically diverse investor-owned water utility business
in the U.S. The Company, through its 23 utility subsidiaries,
serves more than 7 million people in over 870 communities in
22 states. The Company is characterized as a growth-oriented
utility and is involved in a number of industry consolidation
and privatization initiatives including water and wastewater
system acquisition, contract operation and public/private
partnerships.
###
