Page 1 of 27
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 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1999
--------------------------------------------
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
<PAGE> Form 11-K
Page 2
INDEX
Signature 3
Report of Independent Accountants 6 to 7
Audited Plan Financial Statements and Schedules
Prepared in Accordance With The Financial Reporting
Requirements of ERISA 8 to 26
Exhibit Index 27
<PAGE> 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 27, 2000 \s\ Robert D. Sievers
------------------ --------------------------------------
Robert D. Sievers
Member, Retirement Plan Committee
<PAGE> Form 11-K
Page 4
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Financial Statements
and
Supplementary Information
December 31, 1999
<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 6-7
Statement of Net Assets Available for Benefits as
of December 31, 1999 and 1998 8
Statement of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1999 and 1998 9-10
Notes to Financial Statements 11-24
Supplementary Information:*
Schedule I- Schedule of Assets Held for Investment
Purposes as of December 31, 1999 25
Schedule II - Schedule of Reportable Transactions for
the Year Ended December 31, 1999 26
* 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
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,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally
accepted in the United States. 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 audits. We conducted
our audits of these statements in accordance with auditing standards
generally accepted in the United States, 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 audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and of reportable transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
<PAGE> Form 11-K
Page 7
These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits 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.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
June 23, 2000
<PAGE> Form 11-K
Page 8
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Statement of Net Assets Available for Benefits
<TABLE>
December 31,
-----------------------------
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Investments (see Note 3) $ 79,662,818 $ 76,821,030
Employer's contribution
receivable 263,809 258,972
Participants' contributions
receivable 896,367 869,798
Cash and cash equivalents 20,716 82,336
------------ ------------
Net assets available for $ 80,843,710 $ 78,032,136
benefits ============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
Form 11-K
Page 9
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31
-----------------------------------------------------------------------------
<TABLE>
1999 1998
------------ ------------
<S> <C> <C>
Additions to net assets
attributed to:
Investment income
Interest and dividends $ 1,903,851 $ 1,807,563
Net appreciation
(depreciation)in fair
value of investments
(see Note 3) (7,309,289) 11,807,821
------------ ------------
(5,405,438) 13,615,384
------------ ------------
Contributions
Employer 2,787,442 2,706,087
Participants 9,371,670 9,034,218
Rollovers from other
qualified plans 89,461 371,016
------------ ------------
12,248,573 12,111,321
------------ ------------
Total additions 6,843,135 25,726,705
------------ ------------
<PAGE> Form 11-K
Page 10
1999 1998
------------ ------------
<S> <C> <C>
Deductions from net
assets attributed to:
Participants' benefits 4,028,260 2,203,037
Administrative expenses 3,301 5,314
------------ ------------
Total deductions 4,031,561 2,208,351
------------ ------------
Net increase 2,811,574 23,518,354
Net assets at beginning
of year 78,032,136 54,513,782
------------ ------------
Net assets at end of year $ 80,843,710 $ 78,032,136
============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> Form 11-K
Page 11
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 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
document for a more complete description of the Plan's provisions.
General
-------
The Plan is a defined contribution 401(k) savings plan covering most
employees of American Water Works Company, Inc. and its designated
subsidiary companies (the "Company") (except those hired on a temporary
basis) who have completed six months of service and are age eighteen or
older. Effective January 1, 2000, eligible participants who are not
included in a bargaining unit may enroll as soon as administratively
possible. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
Contributions
-------------
During 1999 and 1998, participants could contribute up to 10% of their
annual compensation up to $160,000. Effective January 1, 2000, the maximum
percentage contribution allowed was increased to 15%. The Company matches
50% of the first 4% of participant contributions. All Company matching
contributions are invested in American Water Works Company, Inc. common
stock.
<PAGE> Form 11-K
Page 12
Participant Accounts
--------------------
With the exception of the Company's contributions to the Plan, each
participant may elect to have their contributions invested in any
combination of seven investment options offered by the Plan in multiples of
1% up to a maximum of 10%. Effective January 1, 2000, the Plan provides for
a diversification option that will permit participants at age 50 to move
assets attributable to Company matching contributions to any of the Plan's
investment options. Each participant's account is credited with the
participant's contributions and an allocation of the Company's
contributions and Plan earnings. Allocations are based on participant
contributions or account balances, as defined in the Plan. Benefits to
which a participant is entitled are the benefits that can be provided from
the participant's vested account.
Vesting
-------
Participants are immediately vested in their voluntary contributions
plus earnings thereon. Vesting of Company contributions plus actual
earnings thereon is based on years of continuous service. A participant is
fully vested in Company contributions and earnings thereon after five years
of credited service. Prior to five years of service a participant shall
have no vested balance in such Company contributions and earnings thereon,
except in the case of a participant's death, total disability, or
attainment of age 65, at which point a participant becomes fully vested.
Effective January 1, 2000, the Plan allows for immediate 100% vesting of
the account balances of all participants who are not included in a
bargaining unit.
If a terminated participant does not receive a distribution upon
termination, that portion of a terminated participant's account balance
which has not achieved full vesting will represent a forfeiture on the
terminee's account. Plan policy allows for terminated participants to
return to employment with the Company within five years of their
termination date without forfeiture of their nonvested account balance.
Forfeitures are used to reduce future Company contributions to the Plan.
<PAGE> Form 11-K
Page 13
Investment Options
-------------------
Effective October 1999, when the Plan changed its trustee, participants
may direct their contributions among any of the following seven investment
options:
1. Index Fund - Merrill Lynch Equity Index Trust, seeks to provide
investment results that replicate the total return of the Standard
and Poor's 500 Composite Stock Price Index (S&P 500).
2. International Index Fund - Merrill Lynch International Index Fund,
seeks to provide investment results that replicate the total return of
the Morgan Stanley Capital International EAFE (GDP)weighted index
(the"EAFE Index").
3. Stable Value Fund - Merrill Lynch Retirement Preservation Trust, seeks
to provide preservation of capital, liquidity and current income
through investment in insurance and bank investment contracts. The
Fund also invests in short-term money market instruments.
4. Emerging Growth Fund - Van Kampen Emerging Growth Fund, offers long-
term capital appreciation potential by investing at least 65% of its
total assets in equity securities issued by small and medium-sized
companies.
5. Small Capitalization Fund - Franklin Small Cap Growth Fund-Class A,
invests in equity securities of companies which have market
capitalizations of less than $1.5 billion at the time of investment.
6. Bond Fund - PIMCO Total Return Fund, invests primarily in an
intermediate-term portfolio of investment-grade debt securities.
7. Company Stock Fund - American Water Works Company, Inc. Stock, funds
are invested in common stock of American Water Works Company, Inc.
<PAGE> Form 11-K
Page 14
During 1998 and through October 1999, participants could direct their
contributions among any of the following five investment options:
1. Index Fund - Vanguard Institutional Index Fund, invests primarily in
common stocks.
2. Index Bond Fund - Vanguard Bond Index Fund, invests in high grade
corporate and/or government bonds of varying maturities.
3. Fixed Income Fund - American Express Trust Income Fund III, invests in
a diversified pool of insurance and bank investment contracts. The
Fund also invests in short-term investments.
4. Small Capitalization Fund - Vanguard Index Trust Small Capitalization
Stock Fund, invests primarily in common stocks of small domestic
companies.
5. Company Stock Fund - American Water Works Company, Inc. Stock, funds
are invested in common stock of American Water Works Company, Inc.
Payment of Benefits
-------------------
Participants may, upon attaining 591/2 years of age, elect to withdraw
all or a portion of the value of their account. Upon termination of service
for any reason, participants 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, participants 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.
Participants hired before July 1, 1999 may elect to receive a lump sum
amount equal to the value of their account, an annuity, or a combination of
both. Participants hired (or employed via a future acquisition), on or
after July 1, 1999 may only receive a lump sum distribution.
Effective January 1, 2000, the Plan permits withdrawals on after-tax and
rollover contributions at any time without restrictions.
<PAGE> Form 11-K
Page 15
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
Basis and Presentation
----------------------
The Plan's financial statements are presented on the accrual basis of
accounting.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the financial statements.
Actual results could differ from those estimates.
Risks and Uncertainties
-----------------------
The Plan provides for investment options in mutual funds, collective
income funds, and Company common stock. Investment securities are exposed
to various risks, such as interest rate, market and credit risks. Due to
the level of risk associated with certain investment securities and the
level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in these risks
in the near term could materially affect participants' account balances and
the amounts reported in the statement of net assets available for benefits
and the statement of changes in net assets available for benefits.
Valuation of Investments
------------------------
Plan investments are stated at fair value. The Company stock is valued
at its quoted market price on the valuation date. Shares of registered
investment companies are valued at quoted market prices which represent the
net asset value of shares held by the Plan at year-end. Collective income
funds are valued by the fund sponsor based on quoted market prices of the
underlying investments.
<PAGE> Form 11-K
Page 16
Purchases and sales of securities are recorded on a trade date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Contributions
-------------
Participant 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.
Payment of Benefits
-------------------
Participants' benefits are recognized in the Plan financial statements
when paid.
Reclassification
----------------
Certain reclassifications have been made to conform previously reported
data to the current presentation.
<PAGE> Form 11-K
Page 17
NOTE 3 - INVESTMENTS
--------------------
The Plan's investments were held in trust by Merrill Lynch at December
31, 1999 and by Investors Bank & Trust Company at December 31, 1998. The
following tables present the Plan's investments at December 31, 1999 and
1998.
<TABLE>
December 31, 1999
---------------------------
Shares/Units Value
------------ ------------
<S> <C> <C>
Investments at current value based on
quoted market price
Registered investment companies:
PIMCO Total Return Fund 531,021 $ 5,257,104*
Franklin Small Cap Growth Fund-Class A 92,122 4,065,318*
Van Kampen Emerging Growth Fund 1,603 140,039
Merrill Lynch International Index Fund 907 13,725
Collective income funds:
Merrill Lynch Equity Index Trust 357,435 36,172,426*
Merrill Lynch Retirement Preservation Trust 4,231,996 4,231,996*
American Express Trust Income Fund III** 2,316,361 2,316,361
Common stock:
American Water Works Company, Inc.
(Nonparticipant-directed) 1,214,053 25,798,617*
Participants' loans receivable 1,667,232
-----------
Total investments $79,662,818
===========
*Represent investments that are greater than 5% of Plan net assets
**See related discussion in Note 10.
</TABLE>
<PAGE> Form 11-K
Page 18
<TABLE>
December 31, 1998
-----------------------------
Shares/Units Value
------------- ------------<S> <C>
<C>
Investments at current value based on
quoted market price
Registered investment companies:
Vanguard Index Trust Small Capitalization
Stock Fund 93,817 $ 1,988,921
Vanguard Bond Index Fund 457,948 4,703,127*
Vanguard Institutional Index Fund 244,506 27,592,449*
Collective income fund:
American Express Trust Income Fund III 414,586 5,664,071*
Common Stock:
American Water Works Company, Inc.
(Nonparticipant-directed) 1,048,631 35,391,308*
Participants' loans receivable 1,481,154
-----------
Total investments $76,821,030
===========
*Represent investments that are greater than 5% of Plan net assets
</TABLE>
<PAGE> Form 11-K
Page 19
During 1999 and 1998, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the years)
appreciated(depreciated) in value by $(7,309,829) and $11,807,821 as
follows:
<TABLE>
Year Ended December 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Registered investment companies $ 3,029,688 $ 5,210,734
Collective income funds 4,186,951 302,300
Common stock (14,525,928) 6,294,787
------------ ------------
Net appreciation (depreciation)
in fair value $ (7,309,289) $ 11,807,821
============ ============
</TABLE>
<PAGE> Form 11-K
Page 20
NOTE 4 - NONPARTICIPANT-DIRECTED INVESTMENTS
---------------------------------------------
<TABLE>
December 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net Assets:
Investment in American Water Works
Company, Inc. common stock $ 25,798,617 $ 35,391,308
Employer's contribution receivable 263,809 258,972
Participants' contributions receivable 233,225 256,620
Cash and cash equivalents - 45,854
------------ ------------
Net assets available for benefits $ 26,295,651 $ 35,952,754
============ ============
Year Ended December 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Changes in Net Assets:
Dividend income $ 963,103 $ 780,223
Net appreciation (depreciation)
in fair value of investments (14,525,928) 6,294,787
Employer contributions 2,787,442 2,706,087
Participants' contributions 2,656,178 2,552,470
Rollovers from other qualified plans 30,241 65,551
Loan repayments from participants 265,759 210,194
------------ ------------
Total additions (7,823,205) 12,609,312
------------ ------------
<PAGE> Form 11-K
Page 21
Year Ended December 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Participants' benefits 1,648,155 1,097,101
Loans to participants 341,781 433,312
------------ ------------
Total deductions 1,989,936 1,530,413
Interfund transfers 156,038 354,018
------------ ------------
Net increase (decrease) (9,657,103) 11,432,917
Net assets at beginning of year 35,952,754 24,519,837
------------ ------------
Net asset at end of year $ 26,295,651 $ 35,952,754
============ ============
</TABLE>
<PAGE> Form 11-K
Page 22
NOTE 5 - 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, secured by the balance in the participant's account, and bear
interest at a rate of prime plus 1%. Interest rates on loans outstanding at
December 31, 1999 range from 8.0% to 12.5%. If the participant uses the
proceeds to acquire their primary personal residence, the loan may be for a
period not to exceed thirty years. Effective January 1, 2000, the maximum
loan term has been reduced to fifteen years for new loans, and prepayment of
loans will be permitted. Principal and interest is paid ratably through
payroll deductions. Participant loans withdrawn from the Plan totaled
$890,632 and $1,145,400 in 1999 and 1998, respectively. Principal repayments
of loans to the Plan totaled $704,554 and $614,453 in 1999 and 1998,
respectively.
NOTE 6 - HARDSHIP WITHDRAWALS
-----------------------------
Participants under age 591/2 may withdraw all or part of their pre-tax
contributions (excluding earnings) only under certain hardship conditions. 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.
Effective January 1, 2000, the Plan permits withdrawals on after-tax and
rollover contributions at any time without restrictions.
NOTE 7 - ADMINISTRATIVE EXPENSES
--------------------------------
Although it has no obligation to do so, the Company pays substantially
all administrative expenses of the Plan.
<PAGE> Form 11-K
NOTE 8 - PLAN TERMINATION Page 23
-------------------------
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.
NOTE 9 - FEDERAL 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. The
Plan has been amended since receipt of the determination letter. However,
the Plan administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC. In addition, 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 - TRUSTEE CHANGE
------------------------
In October 1999, Merrill Lynch assumed responsibilities as the Plan's new
recordkeeper and trustee. At this time (except for the assets of the
American Express collective income fund), substantially all of the assets
held in trust by the former trustee, Investor's Bank & Trust Company, were
transferred to investment options maintained by Merrill Lynch. Participant
account balances were transferred to investment funds with similar
investment objectives and risks. At December 31, 1999, no assets were held
by Investor's Bank & Trust.
The American Express collective income fund was transferred to Merrill
Lynch directly by American Express over several months as follows:
$1,000,000 on November 2, 1999; $2,000,000 on December 1, 1999; and the
remaining fund balance of $2,316,961 on January 5, 2000. At December 31,
2000, a balance of $2,316,361 for the American Express collective income
fund was reflected by Merrill Lynch within the asset total of the Stable
Value Fund.
<PAGE> Form 11-K
Page 24
NOTE 11 - RELATED PARTY TRANSACTIONS
-----------------------------------
As of December 31, 1999, Merrill Lynch is the recordkeeper and custodian
of the Plan and investment manager for three of the Plan's seven investment
options and, as such, is a party-in-interest of the Plan.
The Plan is interpreted and administered by a Retirement Plan Committee
comprised entirely of five members of management of American Water Works
Company, Inc.
<PAGE> Form 11-K
Schedule I Page 25
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Schedule H, Item 4(i) Form 5500 - Schedule of Assets
Held for Investment Purposes
December 31, 1999
-----------------------------------------------------------------------------
<TABLE>
Current
Shares/Units Issue Cost Value
------------ -------- ------------ -----------
<C> <S> <C> <C>
20,716 Cash and cash equivalents $ 20,716 $ 20,716
Registered investment companies:
531,021 PIMCO Total Return Fund 5,279,610 5,257,104
92,122 Franklin Small Cap Growth Fund CL A 2,652,226 4,065,318
1,603 Van Kampen Emerging Growth Fund 137,614 140,039
907 Merrill Lynch International
Index Fund* 13,412 13,725
Collective income funds:
357,435 Merrill Lynch Equity Index Trust* 32,322,434 36,172,426
4,231,996 Merrill Lynch Retirement Preservation
Trust* 4,231,996 4,231,996
2,316,361 American Express Trust Income Fund III 2,316,361 2,316,361
Common Stock:
1,214,053 American Water Works Company, Inc.* 27,071,042 25,798,617
Participants' loans receivable - 1,667,232
------------ ------------
$ 74,045,411 $ 79,683,534
============ ============
*Represents "party-in-interest" for the purposes of Form 5500.
</TABLE>
<PAGE> Form 11-K
Page 26
Schedule II
SAVINGS PLAN FOR EMPLOYEES OF
AMERICAN WATER WORKS COMPANY, INC.
AND ITS DESIGNATED SUBSIDIARIES
Schedule H, Item 4(j) Form 5500 - Schedule of Reportable Transactions
For the Year Ended December 31, 1999
(Individual or series of transactions in one issue aggregating 5% or more of
the value of Plan assets as of January 1, 1999)*
---------------------------------------------------------------------------
<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>
American American Water 80 $7,066,277 -- -- $ 7,066,277 --
Water Works Company,
Works Inc. Common 50 -- $1,571,313 $1,142,752 -- $ 428,561
Company, Stock
Inc.
*Other investment fund transactions are participant-directed, and therefore do not need to be
considered for purposes of preparing this supplemental schedule.
</TABLE>
<PAGE> Form 11-K
Page 27
EXHIBIT INDEX
Exhibit
Number Description
------- ----------------------------------
23 Consent of Independent Accountants
