EXHIBIT INDEX ON PAGE 4
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
________________________
June 25, 1999
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(Date of earliest event reported)
AMERICAN WATER WORKS COMPANY, INC.
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(Exact name of registrant as specified in charter)
Delaware 51-0063696
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(State of Incorporation) (IRS Employer Identification No.)
1-3437-2
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(Commission File Number)
1025 Laurel Oak Road, Voorhees, New Jersey 08043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (856) 346-8200
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ITEM 2. Acquisition or Disposition of Assets.
On June 25, 1999, American Water Works Company, Inc., a Delaware
corporation (the "Company"), completed its previously announced acquisition
of National Enterprises Inc., a Missouri corporation ("NEI"). NEI merged
with and into the Company with the Company being the surviving corporation
in a a tax-free reorganization for federal income tax purposes accounted
for on a pooling-of-interests basis.
All outstanding shares of NEI's Common Stock were converted into
14,937,000 shares of the Company's Common Stock. As a result of the
merger, the Company assumed approximately $241 million of NEI's debt.
NEI was the parent company of Continental Water Company, which in
turn owned: St. Louis County Water Company serving suburban St. Louis,
Missouri; Northwest Indiana Water Company serving Gary, Hobart and
surrounding areas; Northern Illinois Water Company serving Champaign,
Urbana and surrounding areas; and Long Island Water Corporation serving the
southwest portion of Nassau County on Long Island, New York. The former
subsidiaries of NEI provide water service to more than 1.5 million people
in Missouri, Illinois, Indiana and New York.
All of the common stock of NEI was owned by descendants of the
Charles Stewart Mott family. As a result of the merger, the Mott family
holds approximately 15% of the outstanding shares of the Company's Common
Stock. Two representatives of the Mott family will be elected to the Board
of Directors of the Company.
A copy of the Company's press release dated June 25, 1999 is
filed herewith as Exhibit 20.1 and is incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired:
Not required.
(b) Pro Forma Financial Information:
Not required.
(c) Exhibits:
20.1 Press Release dated June 25, 1999.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
AMERICAN WATER WORKS COMPANY, INC.
By: W. Timothy Pohl
General Counsel and Secretary
Date: June 25, 1999
3
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EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
20.1 Press Release dated June 25, 1999.
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EXHIBIT 20.1
[LOGO] AMERICAN WATER WORKS COMPANY, INC.
NEWS RELEASE
FOR RELEASE: FOR IMMEDIATE RELEASE
CONTACT: Thomas G. McKitrick
Vice President - Investor Relations
Kathleen A. Rohrbaugh
Director - Corporate Communications
(856) 346-8200
AMERICAN WATER WORKS COMPANY
COMPLETES ACQUISITION OF NEI-
LARGEST U.S. ACQUISITION IN WATER UTILITY INDUSTRY
VOORHEES, N.J., June 25, 1999 -- American Water Works Company, Inc.
(NYSE:AWK) President and CEO J. James Barr announced today the completion
of the acquisition of National Enterprises Inc. (NEI) just four months
after the execution of the purchase agreement.
"This is the largest acquisition in the history of the U.S. water
utility industry," said Barr. "It has required extraordinary effort on the
part of people on both sides of the transaction to bring it to a conclusion
so quickly. I am pleased that it has been accomplished without any
interruptions or interference in the delivery of water service."
Water utility subsidiaries of NEI provide water service to
approximately 1.5 million people in St. Louis County, Missouri; Lake and
Porter Counties in Northwest Indiana; Champaign, Livingston, LaSalle and
Whiteside Counties in Northern Illinois; and the southwestern portion of
Nassau County on Long Island, New York.
"This acquisition significantly expands our operations in the Midwest
and in New York State," continued Barr. "It has enhanced our geographic
diversity and provides the prospect for further growth in each of the areas
served by these utilities."
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1025 Laurel Oak Road - P. O. Box 1770 - Voorhees, New Jersey 08043 - (609)
346-8201 - Fax (609) 346-8229
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American Water Works
Page 2
NEI, a privately owned holding company, in addition to the four water
utilities, holds investments in ITC DeltaCom (ITCD), Powertel (PTEL), ITC
Holding and US Sugar Company.
The acquisition was accomplished through the exchange of all NEI stock
for 14,937,000 shares of American Water Works Company common stock and the
assumption by American Water Works Company of $241 million of outstanding
debt of NEI in a pooling transaction.
American Water Works Company is the largest and most geographically
diverse investor-owned water utility business in the U.S. The Company's
utility subsidiaries and affiliates now serve approximately 10 million
people in 23 states. The Company remains committed to continued growth and
is involved in a number of industry consolidation and privatization
initiatives including water and wastewater system acquisition, contract
operation and public/private partnerships.
This release may contain certain forward looking statements involving
known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward looking statements. These factors
include, among others, the following: general economic and business
conditions; competition; success of operating initiatives, advertising and
promotional efforts; existence of adverse publicity or litigation; changes
in business strategy or plans; quality of management; availability, terms
and development of capital; business abilities and judgment of personnel;
changes in, or the failure to comply with governmental regulations; and
Year 2000 issues.
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