<PAGE>
As Filed with the Securities and Exchange Commission on April 4, 1994
Registration No. _________________
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AQUARION COMPANY
(Exact name of registrant as specified in its charter)
835 Main Street
Bridgeport, CT 06601
(203) 335-2333
Delaware 06-0852232
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
--------------------
JANET M. HANSEN
Senior Vice President,
Chief Financial Officer and Treasurer
Aquarion Company
835 Main Street
Bridgeport, Connecticut 06601
(203) 335-2333
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
The Commission is requested to mail copies of all orders, notices and
communications to:
ANTHONY M. MACLEOD, ESQ.
Wiggin & Dana
One Century Tower
New Haven, Connecticut 06508-1832
(203) 498-4353
--------------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable 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:
/___/
--------------------
Calculation of Registration Fee
=================================================================
<TABLE>
<CAPTION>
Proposed
Title of Proposed Maximim
Each Class of Amount Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registration
be Registered Registered Per Unit(1) Price(1) Fee(1)
-------------- ---------- ------------- --------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock 750,000(2) $25.9375 $19,453,125 $6,079
(No par value)
=============================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The registration fee has been calculated on
the basis of $25.9375 per share, which equals the Company's Common
Stock as reported in the consolidated reporting system on March 30, 1994.
(2) Including the same number of Rights issuable under the Company's
Preferred Stock Purchase Rights Plan. Prior to the occurrence of
certain events, the Preferred Stock purchase rights will not be
evidenced separately from the Common Stock.
-------------------
Pursuant to Rule 429, the Prospectus filed with this Registration
Statement also relates to Registration Statement No. 33-6733 filed with the
Commission on Form S-3 on June 24, 1986.
<PAGE>
<PAGE>
PROSPECTUS
(AQUARION LOGO)
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
_______________
The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan")
of Aquarion Company ("Aquarion" or the "Company") provides employees and
holders of its Common Stock, no par value (the "Common Stock"), with a
simple and convenient method of purchasing additional shares of Common
Stock without payment of any brokerage commission or service charge. Any
holders of record of shares of Common Stock of the Company ("Record
Shareholders") are eligible to join the Plan. Employees who are not
holders of record will be required to become Record Shareholders in order
to participate. Any Shareholder or Employee who decides to participate in
the Plan (a "Participant") may:
(i) automatically reinvest all cash dividends on his or her shares of
Common Stock,
(ii) invest from $10 to $5,000 per quarter of Optional Cash
Payments ("Optional Cash Payment").
Employees of the Company or its direct or indirect subsidiaries
("Employees") may arrange to make such Optional Cash Payments through
regular payroll deductions, provided that no more than a total of $5,000 in
payroll deductions and Optional Cash Payments may be invested by a
participating Employee in any quarter.
The purchase price of shares of the Common Stock purchased with
reinvested dividends and investment of Optional Cash Payments will be at a
five percent (5%) discount from the market price of the average of the
closing prices for the Common Stock as published in The Wall Street Journal
report of the New York Stock Exchange-Composite Transactions on each of the
last five trading days ending with, and including, the day the Common Stock
is purchased for the Participant's account (the "Investment Date").
The earnings of the Company are derived from its investments in its
subsidiaries, particularly Bridgeport Hydraulic Company ("BHC"). The
Company's future ability to pay dividends to its holders of Common Stock is
dependent upon the continued payment by BHC of dividends to the Company.
No assurance can be given as to future dividends or dividend rates since
they will be determined in light of a number of factors, including
earnings, cash flow and the Company's and BHC's financial requirements.
This Prospectus relates to additional authorized shares of Common Stock
of the Company registered for purchase under the Plan and should be
retained for future reference.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES 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 4, 1994
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Common Stock offered pursuant to the Plan. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto or incorporated by reference
therein. Statements made in this Prospectus as to the contents of any
contract or any other document referred to are not necessarily complete,
and, in each instance, reference is made to the copy of such contract or
document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. The
Registration Statement, including exhibits and schedules thereto or
incorporated by reference therein, can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and the
Commission's Regional Office at 7 World Trade Center, 13th Floor, New York,
New York 10048-1102; Chicago Regional Office, Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies
of such material can also be obtained from the Public Reference Section of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Commission. All such information may be inspected and copied at
the public reference facilities maintained by the Commission and referred
to above. Reports, proxy statements and other information concerning the
Company also may be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents of the Company heretofore filed with the Commission:
Annual Report on Form 10-K for the year ended December 31, 1993. All
documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus
and prior to the termination of the Plan shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein modifies or superseded for
purposes of this Prospectus to the 4extent that a statement contained herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The information relating to
the Company contained in this Prospectus is based upon, or refers to,
information and financial statements contained in one or more of the
documents incorporated by reference herein; accordingly, such
information contained herein is qualified in its entirety by reference
to such documents and should be read in conjunction therewith. The Company
will furnish without charge to each person to whom this Prospectus is
delivered, upon the written or oral request of such person, a copy of
any or all of the documents above that have been incorporated by reference
herein (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this
Prospectus incorporates). Requests should be directed to Aquarion Company,
835 Main Street, Bridgeport, Connecticut 06601, Attention: Secretary
(telephone (203) 335-2333).
2
<PAGE>
<PAGE>
THE COMPANY
The Company is a holding company whose subsidiaries are engaged both in
the regulated utility business of public water supply and in various
nonutility businesses. The Company's utility subsidiary, Bridgeport
Hydraulic Company ("BHC"), and its subsidiary, Stamford Water Company
("SWC"), collect, treat and distribute water to residential, commercial and
industrial customers, to other utilities for resale and for private and
municipal fire protection. BHC and SWC (collectively, the "Utilities")
provide water to customers in 22 communities in Fairfield, New Haven and
Litchfield Counties in Connecticut, including communities served by other
utilities to which water is available on a wholesale basis for back-up
supply and peak demand purposes through BHC's Southwest Regional Pipeline.
BHC is the largest investor-owned water company in Connecticut and, with
its SWC subsidiary, is among the 10 largest investor-owned water companies
in the nation. The Company also has subsidiaries which are engaged in
nonutility activities. The Company conducts an environmental testing
laboratory business through six laboratories which analyze contaminants in
hazardous waste, soil, air and water. Additionally, the Company is engaged
in various utility management service businesses, owns a small forest
products and electricity cogeneration company and owns a small real estate
subsidiary.
DESCRIPTION OF THE PLAN
The following, in a question and answer form, is a description of the
terms and conditions of the Plan.
Purpose
1. What is the purpose of the Plan?
--------------------------------
The Plan provides holders of record of the Company's Common Stock with
a simple and convenient method of investing cash dividends and Optional
Cash Payments in additional shares of Common Stock at regular intervals
without payment of any brokerage commission or service charge. Since such
additional shares will be purchased from the Company and not in the open
market, the Company will receive additional equity funds which will be used for
the Company's general corporate purposes.
The Plan is intended to be used as a long-term shareholder investment
service and not for individuals or entities who may engage in short-term
profit activities.
Advantages
2. What are the advantages of the Plan?
------------------------------------
(A) The Plan provides a Participant with the opportunity to reinvest
his or her Common Stock dividends automatically in additional shares of
Common Stock at a five percent (5%) discount from the market price.
(B) The Plan provides a Participant with the opportunity to make
monthly investments of Optional Cash Payments, subject to minimum and
maximum amounts, in the Common Stock at a five percent (5%) discount from
the market price.
(C) No brokerage commissions or service charges are paid by a
Participant in connection with any purchases made under the Plan.
3
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<PAGE>
(D) A Participant's dividends will be fully invested in the Common
Stock because the Plan permits fractional shares to be credited to his or
her Plan Account. Dividends on such fractional shares, as well as on whole
shares, will be invested in additional shares and such shares will be
credited to the Participant's Plan Account.
(E) A Participant will avoid the need for safekeeping of stock certificates
for shares credited to his or her Plan Account.
(F) Periodic statements reflecting all current activity, including
purchases and latest balance, will simplify a Participant's record keeping.
Administration
3. Who administers the Plan for a Participant?
-------------------------------------------
Mellon Securities Trust Company, Pittsburgh, Pennsylvania (the "Agent")
has been designated by the Company as the Agent to administer the Plan,
maintain records, send statements of account and perform other duties
relating to the Plan. Common Stock purchased under the Plan will be
registered in the name of the nominee Mellon Securities Trust Company, as
Agent for each Participant in the Plan. Should Mellon Securities Trust
Company cease to act as Agent under the Plan, another agent will be
designated by the Company. The Company may, without prior notice to or
consent of the Participants, appoint a different Agent at any time.
All correspondence concerning the Plan should be addressed to the Agent
as follows:
Mellon Securities Trust Company
Dividend Reinvestment Services
P. O. Box 750
Pittsburgh, Pennsylvania 15230-9625
(800) 526-0801
Eligibility
4. Who is eligible to participate in the Plan?
-------------------------------------------
All Record Shareholders of Common Stock, including eligible employees
of the Company and its subsidiaries, are entitled to participate in the
Plan. Beneficial owners of Common Stock whose shares are registered in
names other than their own must become Record Shareholders by having their
shares transferred to their names.
Participation by Shareholders
5. How does an eligible shareholder of Common Stock participate or
change options under the Plan?
------------------------------------------------------------
Record Shareholders may join the Plan by completing and signing an
Authorization Form and returning it to the Agent. Once enrolled in the
Plan, Participants will continue to be enrolled without further action on
their part. Participants may change their investment options at any time
by completing, signing and returning a new Authorization Form to the Agent.
If a Participant's shares are registered in more than one name (i.e., joint
tenants, trustees, etc.), all registered holders must sign the
Authorization Form exactly as their names appear on the account
registration.
4
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<PAGE>
Current Participants in the Plan who own shares of Common Stock and who
wish to continue the reinvestment of the cash dividends on such Common
Stock do not need to complete and return a new Authorization Form.
Authorization Forms may be obtained by contacting:
Mellon Securities Trust Company
Dividend Reinvestment Services
P. O. Box 750
Pittsburgh, Pennsylvania 15230-9625
(800) 526-0801
6. When may an eligible shareholder join the Plan?
-----------------------------------------------
Record Shareholders may join the Plan at any time. Reinvestment of
dividends will start with the next quarterly dividend payment after the
Agent receives an Authorization Form, provided it is received by the Agent,
on or before the record date for that dividend; otherwise, it will be
necessary to delay reinvestment of dividends until the next quarterly
payment date. See Question 11 for information on joining the Plan by
making an initial Optional Cash Payment and the timing of such payment.
In the past, record dates for quarterly dividends on the Common Stock
have preceded the dividend payments dates by approximately twenty (20)
days. Dividends are normally declared on the fourth Tuesday of each March,
June, September and December. The dividend payment dates normally occur on
the thirtieth day of April, July, October and January, but if such day
falls on a date when the New York Stock Exchange ("NYSE") is closed, the
dividends are usually paid on the first day preceding the 30th day that the
NYSE is open. Dividends are reinvested for a Participant in the Plan on
the date of their payment. It is anticipated that the past pattern with
respect to timing of dividend record dates and payment dates will be
followed in the future.
A Participant will remain in the Plan until he or she discontinues
participation in the Plan or the Plan is terminated. Withdrawal of shares
will prevent the Participant from making an Optional Cash Payment for
12 months immediately following such withdrawal. See Questions 21,22, 23,
24 & 25 regarding termination of participation in the Plan and withdrawal
of Plan Shares.
7. What does the Authorization Form provide?
-----------------------------------------
The Authorization Form is used to instruct the Agent to open an account
("Plan Account") for a Participant and to purchase Common Stock on the
Participant's behalf. A Participant must furnish his or her Federal tax
identification number or social security number to the Agent when opening a
Plan Account, and that tax identification number or social security number
will not be accepted for more than one Plan Account. Current Participants
who are participating in more than one Plan Account will be allowed to
maintain their existing Plan Accounts; however, new accounts will not be
accepted from such Participants.
5
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The Authorization Form provides for the purchase of additional shares
of Common Stock through the following investment options:
(A) "Automatic Dividend Reinvestment and Optional Cash Payments"
This option directs the Agent to invest, in accordance with the Plan,
cash dividends on all shares of Common Stock currently or subsequently
owned by a Participant and on all whole and fractional Plan Shares ("Plan
Shares"). This option also permits a Participant to make Optional Cash
Payments and directs the Agent to apply such payments toward a purchase of
additional shares of Common Stock in accordance with the Plan.
(B) "Optional Cash Payments Only"
The Optional Cash Payments Only Option permits a Participant to make
Optional Cash Payments for the purchase of additional shares of Common
Stock in accordance with the Plan. If this option is selected, a
Participant will continue to receive cash dividends on shares owned by the
Participant outside the Plan, and the Agent will apply only Optional Cash
Payments received for the purchase of additional Common Stock. However,
once purchased using Optional Cash Payments, such additional shares of
Common Stock will be credited to the Participant's Plan Account and will be
considered Plan Shares. As Plan Shares, the dividends on such shares will
be automatically reinvested in additional shares of Common Stock. If a
Participant wishes to receive cash payments of dividends on Plan Shares,
including shares purchased using Optional Cash Payments, he or she must
withdraw such shares from the Plan by written notification to the Agent at
the address set forth in Question 5. However, any such withdrawal will
prevent the Participant from further participation in the Optional Cash
Payment portion of the Plan for 12 months as set forth in Question 24
regarding withdrawal of shares from the Plan Account. A charge of $5.00
will be made for this service and a check payable to Mellon Securities
Trust Company, as Agent for the Plan, should accompany the request.
No matter which of the above options is chosen, all shares purchased
under the Plan (regardless of whether they were Automatic Dividend
Reinvestment Purchases or Optional Cash Payment Purchases) and held in the
Plan Account will be subject to automatic dividend reinvestment, and the
dividends on all such shares will automatically be reinvested in Common
Stock at a price equal to 95% of the applicable average market price.
8. May a Participant change the method of participation after
enrollment?
----------------------------------------------------------
Yes. A Participant may change investment options by completing a new
Authorization Form and returning it to the Agent, as specified in Question
5.
An Authorization Form for a Participant who is changing to the
"Optional Cash Payments Only" feature must be received at least seven days
prior to the record date in a dividend payment month in order to stop the
reinvestment of dividends payable in such month on shares registered in his
or her name.
6
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Purchases
9. How are shares of Common Stock acquired under the Plan?
-------------------------------------------------------
The Agent will apply reinvested dividends and Optional Cash Payments to
acquire shares of Common Stock for a Participant's Plan Account directly
from the Company.
10. How many shares will be purchased for a Participant?
----------------------------------------------------
The number of shares that will be purchased for a Participant's account
on an Investment Date (as defined in Question 11) will depend on the amount
of any dividends and any Optional Cash Payments and the applicable purchase
price of the Common Stock. A Participant's Plan Account will be credited
with the number of shares (including any fractional shares) that results
from dividing the amount of dividends and any Optional Cash Payments to be
invested by the applicable purchase price. The amount of dividends for
purposes of this computation will include cash dividends payable on all
shares of Common Stock with respect to which a Participant has
participation in the Plan, whether purchased with reinvested dividends or
with Optional Cash Payments.
The Plan does not represent a change in the Company's dividend policy
or a guarantee of future dividends. The payment of dividends will continue
to be determined by the Board of Directors based upon the Company's
earnings, financial condition and other factors.
11. When and at what price will shares of Common Stock be purchased
under the Plan?
------------------------------------------------------
When? Dividends and Optional Cash Payments will be reinvested or
invested, as the case may be, on the Investment Date, which will be the
dividend payment date during a month in which a dividend is paid, see
Question 6, and in any other month will be the 30th day of such month. The
Investment Date for the month of February will be the last day of the
month. However, if such date falls on a day when the NYSE is closed, the
day immediately preceding such dates on which the NYSE is open will be the
Investment Date.
For the purpose of making purchases, the Agent will commingle the funds
of Participants. The Agent will apply any dividends and any Optional Cash
Payments to the purchase of Common Stock pursuant to the Plan on the
applicable Investment Date, except when prohibited under any applicable
Federal or state securities laws.
No interest will be paid on funds held by the Company or the Agent
pending reinvestment or investment.
What Price? Shares purchased under the Plan with reinvested dividends
and with Optional Cash Payments will be acquired for a Participant at a
price which represents a five percent (5%) discount from the market price
of the average closing prices for the Common Stock as published in The Wall
Street Journal report of the New York Stock Exchange-Composite Transactions
on each of the last five Trading Days (as defined below) ending with, and
including the Investment Date. A "Trading Day" means a day on which the
NYSE is open and for which trading in the Common Stock is reported.
However, no shares will be available for purchases under the Plan if the
price computed is less than the Common Shareholders' equity per common
stock (book value) as determined by the Company from time to time.
7
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12. When may Optional Cash Payments be made?
----------------------------------------
An Optional Cash Payment may be made by a Participant upon enrollment
by enclosing a check payable to Mellon Securities Trust Company, Dividend
Reinvestment Services with the Authorization Form. Thereafter, an Optional
Cash Payment may be made only through the use of cash payment forms which
are attached to the statements of account sent to a Participant
periodically by the Agent. The same amount of money need not be invested
each time, and there is no obligation to make an Optional Cash Payment each
month, see Questions 6 and 11.
For Optional Cash Payments made in a month when dividends are not
paid, the Investment Date is the 30th day of the month. For Optional Cash
Payments made in the month of February, the Investment Date is the last day
of the month. If the Investment Date falls on a date when the NYSE is
closed, the first day immediately preceding such date on which the NYSE is
open shall be the Investment Date. See Question 11.
The last time that the Agent will accept an Optional Cash Payment for a
given month is the close of business on the fifth 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.
No interest will be paid by the Company or the Agent on Optional Cash
Payments held pending investment.
13. What are the limitations on Optional Cash Payments?
---------------------------------------------------
The amount of Optional Cash Payments may vary from month to month. The
minimum Optional Cash Payment is $10, and Optional Cash Payments may not
exceed $5,000 in any calendar quarter. Any amount in excess of $5,000 in
any calendar quarter will be returned to the Participant. 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 Cash Payment for a Plan Account must be submitted to the Agent in
a single payment.
14. Under what circumstances will Optional Cash Payments be returned?
----------------------------------------------------------
Optional Cash Payments received by the Agent on or after close of
business on the fifth day prior to that month's Investment Date will be
applied to purchase Common Stock on the following Investment Date.
However, such payments will be returned to a Participant upon his or her
written request received by the Agent at least five business days
immediately preceding the next Investment Date.
Optional Cash Payments of less than $10 and that portion of any
Optional Cash Payment which exceeds the allowable quarterly maximum amount
will be returned to the Participant without interest.
8
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Costs
15. Are there any expenses to a Participant in connection with
purchases under the Plan?
----------------------------------------------------------
There are no brokerage commissions on share purchases because shares
are purchased directly from the Company. All costs of administration of
the Plan are paid by the Company. However, if a Participant requests the
Agent to sell his or her shares in the event of withdrawal from the Plan,
as explained in Question 24, the Participant must pay any service fee,
brokerage commission and any applicable tax incurred.
Reports to Participants
16. What kind of reports will be sent to a Participant in the Plan?
---------------------------------------------------------
As soon as practical after each purchase of Common Stock under the Plan
for a Participant's account, a statement of account will be mailed to the
Participant, normally within 10 business days following the Investment
Date. These statements are the continuing record of current activity and
cost of purchases and should be retained for tax purposes. In addition, a
Participant will receive copies of communications sent to all holders of
the Common Stock, including the Company's Quarterly and Annual Reports to
Shareholders, the Notice of Annual Meeting and Proxy Statement and Annual
Internal Revenue Service Income Tax Information (Form 1099B).
Dividends
17. Will a Participant earn dividends on fractional shares?
-------------------------------------------------------
Yes. Dividends on all shares of Common Stock, including fractional
shares, credited to a Participant's Plan Account, whether such shares were
purchased with reinvested dividends or with Optional Cash Payments, will be
automatically reinvested in additional shares of Common Stock until such
shares are withdrawn from a Participant's Plan Account.
Certificate for Shares
18. Will certificates be issued for Common Stock purchased?
--------------------------------------------------------
No. Certificates for shares of Common Stock purchased under the Plan
will not be issued to a Participant. The number of shares credited to an
account under the Plan will be shown on the Participant's statement of
account. This service protects against loss, theft, or destruction of
share certificates.
Upon written request of a Participant to the Agent, certificates
representing any number of whole shares credited to the Participant's
account under the Plan will be issued to him or her, see Question 24. A
REQUEST FOR THE ISSUANCE OF A CERTIFICATE WILL WITHDRAW FROM THE PLAN THOSE
SHARES REPRESENTED BY THE CERTIFICATE AND RESTRICT THE PARTICIPANT FROM
PARTICIPATING IN THE OPTIONAL CASH PAYMENT PORTION OF THE PLAN FOR
12 MONTHS. A certificate will be mailed to a Participant promptly after
receipt of the request by the Agent.
9
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If fewer than all shares have been
withdrawn, any remaining full shares for which certificates are not
requested and any fractional shares will continue to be credited to the
Participant's account under the Plan. Certificates for fractional shares
will not be issued under any circumstances.
19. In whose name will certificates be registered when issued?
-----------------------------------------------------------
An account under the Plan is maintained in the name or names in which a
Participant or Participants registered at the time he or she entered the
Plan. Consequently, certificates for whole shares will be issued in the
name of the Participant as listed with the Plan.
20. May shares in a Plan Account be pledged?
-------------------------------------------
No. Shares in the Plan may not be pledged and any such purported
pledge or assignment shall be void. A Participant who wishes to pledge
Plan Shares must request share certificates to be issued in accordance with
Question 24, below.
Termination of Participation in the Plan
21. How does a Participant terminate participation in the Plan?
------------------------------------------------------------
A Participant may terminate participation in the Plan by directing the
Agent in writing at any time to discontinue the reinvestment of dividends
on shares of Common Stock held by such Participant. This notice should be
mailed to the Agent at the address set forth in Question 5. Purchases
through Optional Cash Payments may continue to be made after a Participant
has elected to discontinue the reinvestment of dividends on shares held by
the Participant.
If a Participant elects to discontinue the reinvestment of dividends on
shares held in his or her Plan Account, he or she must withdraw the whole
shares of Common Stock credited to his or her Plan Account. However, any
withdrawal will prevent the Participant from further participation in the
Optional Cash Payment Portion of the Plan for 12 months, see Question 24.
22. When may a Participant terminate participation in the Plan?
-----------------------------------------------------------
A Participant may terminate participation in the "Automatic Dividend
Reinvestment and Optional Cash Payments" feature of the Plan at any time.
It is not necessary to terminate participation in the "Optional Cash
Payments Only" feature of the Plan, because such payments are exclusively
at the option of a Participant. If a Participant's notice to discontinue
reinvestment is received by the Agent at least five business days before
the record date for a particular cash dividend, the next dividend will be
paid to the Participant in cash. If a Participant's notice to discontinue
reinvestment is received by the Agent less than five business days before
the record date for a particular cash dividend, the next dividend will be
reinvested for the Participant's account. Thereafter, all dividends on
Common Stock held of record by a Participant who has terminated
participation will be paid in cash unless the Participant has elected to
enroll in the dividend reinvestment feature of the Plan again, which may be
done by submitting a new Authorization Form as explained in Question 23.
10
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Any Optional Cash Payment which has been received by the Agent prior to
receipt of a notice to discontinue with respect to that feature of the Plan
will be invested in accordance with the Plan, unless return of such payment
is expressly requested in a notice received by the Agent not later than
five business days immediately preceding the Investment Date.
23. When may a shareholder rejoin the Plan?
----------------------------------------
An eligible shareholder may again become a Participant in the dividend
reinvestment feature of the Plan at any time by submitting a new
Authorization Form to the Agent. An eligible shareholder may again become
a Participant in the Optional Cash Purchase feature of the plan 12 months
after his or her or withdrawal of Plan Shares. However, the Company
reserves the right to regulate the Plan as explained in Question 37 and the
Company and the Agent reserve the right to reject any Authorization Form
from a previous Participant on grounds of excessive joining and
termination. Such reservation is intended to minimize unnecessary
administrative expense and to encourage use of the Plan as a long-term
shareholder investment service.
Withdrawal of Shares in Plan Accounts
24. How does a Participant withdraw shares purchased under the Plan?
-----------------------------------------------------------
A Participant may withdraw Plan Shares credited to his or her Plan
Account by notifying the Agent in writing, specifying the number of shares
to be withdrawn. A charge of $5.00 will be made for this service and a
check payable to Mellon Securities Trust Company together with the notice
should be mailed to the Agent at the address set forth in Question 5.
Certificates for whole shares of Common Stock so withdrawn will be issued
to a Participant, normally within 10 business days of receipt of the
Participant's written request. In no case will certificates for fractional
shares be issued. If notice of withdrawal is not received by the Agent at
least five business days before the record date for a particular dividend,
the next dividend paid on all shares will be reinvested in the Plan Account
and the withdrawal of Plan Shares will become effective prior to the next
Investment Date. After a Participant withdraws shares of Common Stock from
his or her Plan Account, cash dividends on such shares will continue to be
reinvested in accordance with the Plan if a Participant is enrolled under
the "Automatic Dividend Reinvestment and Optional Cash Payments" feature of
the Plan or, if not, dividends will be paid in cash. The withdrawal of
shares from the Plan Account does not constitute termination of
participation in the Plan. To terminate participation in the Plan, see
Questions 21 and 22.
A Participant may also request that all of the Plan Shares, both whole
and fractional, credited to his or her Plan Account be sold. Such request
must be in writing, signed by each person in whose name the Plan Account
appears with signatures guaranteed by a commercial bank or trust company or
by a firm having membership in the NYSE, the American Stock Exchange, Inc.
or the National Association of Securities Dealers, Inc. If such sale is
requested, the Agent, within 10 business days after receiving the request,
will execute a sale order for their account through a broker. A
Participant will receive a check for the proceeds of the sale less any
brokerage commission, applicable withholding tax and any applicable
transfer tax incurred.
11
<PAGE>
<PAGE>
A Participant who withdraws any Plan Shares from the Plan or directs
the Plan Shares be sold will not be allowed to participate in the Optional
Cash Payment portion of the Plan for 12 months.
25. What happens to any fractional Plan Share when a Participant
directs the Agent to withdraw all shares from his or her Plan
Account?
-----------------------------------------------------------
If a Participant directs the Agent to withdraw Plan Shares, any
fractional Plan Share in his or her Plan Account will be sold by the Agent,
and a cash payment will be made for the sale price of such fractional Plan
Share less any applicable withholding tax and transfer tax incurred. The
net proceeds for any fractional Plan Share, together with any certificates
for whole Plan Shares, will be mailed to the Participant.
Employee Participation
26. Which Employees of the Company and its subsidiaries are eligible to
join the Plan?
-------------------------------------------------------
Full-time Employees of the Company or its subsidiaries who are Record
Shareholders may authorize payroll deductions under the Plan by completing
a Payroll Deduction Form which can be obtained from the Payroll Department.
Full-time Employees who are not Record Shareholders should contact the
Human Resources Department for information on becoming eligible to join the
Plan.
Other Information
27. What happens when a Participant sells or transfers all of the
underlying Common Stock held by him or her?
----------------------------------------------------------
If a Participant disposes of all underlying shares of Common Stock held
in his or her name, the dividends on the shares credited to his or her Plan
Account will continue to be reinvested until the Agent is notified that the
Participant wishes to withdraw all shares of Common Stock credited to his
or her Plan Account (see Question 24).
28. What happens if the Company declares a stock dividend or a stock
split?
-----------------------------------------------------------
Shares of Common Stock distributed by the Company pursuant to a stock
dividend or a stock split with respect to shares of Common Stock credited
to a Participant's Plan Account will be added to such account.
Shares distributed pursuant to a stock dividend or a stock split with
respect to the underlying shares of Common Stock held by a Participant will
be mailed directly to the Participant.
29. How will a Participant's shares be voted at meetings of
shareholders?
--------------------------------------------------------
Any shares held in a Participant's account will be voted the same way
shares held of record by the Participant are voted. Each Participant will
receive a proxy for the total number of shares of Common Stock held (both
shares registered in the Participant's name and those credited to the
Participant's Plan Account). If in the event that a Participant does not
vote shares held directly in his or her own name and does not direct the
12
<PAGE>
<PAGE>
Agent how to vote, the Agent will vote or not vote shares held in a
Participant's account as the Agent deems proper. The total number of
shares held may also be voted in person at the meeting.
30. 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) A Participant 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. A Participant who
purchases shares with Optional Cash Payments will be treated as having
received a taxable dividend on the date of purchase 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) Generally, distributions to a shareholder in respect of their
Common Stock are treated as dividends and are subject to federal income
tax to the extent of the Company's "earnings and profits." To the
extent that a distribution exceeds the Company's earnings and profits,
it is deemed to be a return of capital. To the extent that the return
of capital allocable to any share exceeds the shareholder's basis in
the share, that portion of the distribution is treated as capital gain.
(4) 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 11 and 12.
A Participant who, upon withdrawal from or termination of the Plan,
receives a cash payment for a fractional share credited to the
Participant's account will realize a capital gain or loss. Capital gain or
loss will also be realized by the shareholder when whole shares are sold,
either by the Agent upon the shareholder's request when he or she withdraws
from the Plan or by the shareholder himself or herself after withdrawal
from the Plan. The amount of such gain or loss will be the difference
between the amount which the shareholder receives for the Participant's
full or fractional shares, and the participant's tax basis therein.
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.
31. What information will be provided to Participants for income tax
purposes?
------------------------------------------------------------
As previously indicated under Question 16, each Participant will
receive statements as to the transactions in his or her Plan Account.
These statements should be retained for income tax purposes.
13
<PAGE>
<PAGE>
32. 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.
33. What are the responsibilities of the Company and the Agent?
-----------------------------------------------------------
In acting under the terms and conditions of the Plan as described in
this Prospectus, neither the Company nor the Agent 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 Agent 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 Agent 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.
A PARTICIPANT SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE AGENT
CAN ASSURE HIM OR HER OF A PROFIT OR PROTECT HIM OR HER AGAINST A LOSS ON
THE SHARES PURCHASED OR SOLD UNDER THE PLAN.
34. What provision is made for a foreign shareholder whose dividends
are subject to income tax withholding?
-------------------------------------------------------
In the case of those foreign holders of shares of Common Stock whose
dividends are subject to United States income tax withholding and who are
Plan Participants, the Agent will invest in such Common Stock an amount
equal to the dividends less the amount of tax required to be withheld.
A foreign shareholder who checks the "Optional Cash Payments Only" box
on the Authorization Form will continue to receive cash dividends on shares
registered in his or her name in the same manner as if he or she were not
participating in the Plan. Optional Cash Payments received from him or her
must be in United States dollars and will be invested in the same manner as
payments from other Participants. An amount equal to the dividends paid on
stock held in the accounts of such foreign "Optional Cash Payments Only"
Participant less the amount of tax required to be withheld will be invested
in additional shares of Common Stock.
35. May the Plan be changed or discontinued?
----------------------------------------
The Company reserves the right to modify, amend, suspend or terminate
the Plan at any time. Notice of any such modification, amendment,
suspension or termination will be sent to all Participants. The Agent
reserves the right to resign at any time upon sixty days' notice to the
Company in writing.
36. How many shares will be sold by the Company under the Plan?
------------------------------------------------------------
This registration relates to 750,000 shares of Common Stock. As of
December 31, 1993 the Company had 121,246 shares registered and reserved
for use by the Plan. The Company anticipates that from time to time, as
required, it will register additional shares of Common Stock. The
outstanding shares of Common Stock are,
14
<PAGE>
<PAGE>
and the shares offered hereby, upon
notice of issuance, will be, listed on the NYSE. The Company's stock
symbol is "WTR".
37. Who interprets and regulates the Plan?
---------------------------------------
The officers of the Company may take such actions to carry out the Plan
as are not contrary to the terms and conditions of the Plan. In addition,
the Company reserves the right to interpret and regulate the Plan as it
deems desirable or necessary in connection with the operation of the Plan.
Furthermore, if it appears to the Company that any Participant is using
or contemplating the use of the Plan in a manner or with an effect that, in
the sole judgment and discretion of the Company, is not in the best
interests of the Company or its other shareholders, then the Company may
decline to issue all or any portion of the shares of Common Stock for which
any payment by or on behalf of such Participant is tendered. Such payment
(or the portion thereof not to be invested in shares of Common Stock) will
be returned by the Company as promptly as practicable, without interest.
38. What are some of a Participant's responsibilities?
---------------------------------------------------
A Participant will have no right to draw checks or drafts against his
or her Plan Account or to give instructions to the Agent with respect to
any shares of Common Stock or cash held therein except as expressly
provided herein.
A Participant should notify the Agent promptly in writing of any change
of address. Notices to Participants will be sent to them at their last
address of record.
39. Who bears the risk of market fluctuations in the Company's Common
Stock?
-----------------------------------------------------------
A Participant's investment in shares held in the Participant's Plan
Account is no different than the Participant's investment in shares held
directly. A Participant bears the risk of loss and the benefits of gain
from market changes with respect to all of his or her shares.
Neither the Company nor the Agent can guarantee that shares purchased
under the Plan will, at any particular time, be worth more or less than
their original purchase price.
40. How may shareholders obtain answers to other questions regarding
the Plan?
--------------------------------------------------------
Any additional questions should be addressed to:
Mellon Securities Trust Company
Dividend Reinvestment Services
P. O. Box 750
Pittsburgh, Pennsylvania 15230-9625
(800) 526-0801
15
<PAGE>
<PAGE>
USE OF PROCEEDS
The proceeds from the sale of the additional shares of Common Stock
will be added to the general funds of the Company and will be used for
general corporate purposes.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue up to 16,000,000 shares of Common
Stock, no par value (stated value $1), of which 6,473,311 were outstanding
on December 31, 1993 and 2,500,000 shares, in one or more series, of
Preferred Stock, no par value, in an aggregate stated value not in excess
of $25,000,000, of which no shares have been issued (the "Preferred
Stock"). The following statements are brief summaries of certain
provisions relating to the Common Stock and Preferred Stock contained in
the Company's Restated Certificate of Incorporation, as amended (the
"Charter") which is filed as an exhibit to the Registration Statement.
Such summaries do not purport to be complete, and for a full and complete
statement of such provisions reference is made to such exhibit. Such
summaries are qualified in their entirety by such reference.
Common Stock
Record Shareholders are entitled to cast one vote per share on each
matter submitted to a vote of shareholders of the Company. Record
Shareholders do not have any cumulative voting rights, which means that the
holders of more than 50% of the outstanding Common Stock voting in the
election of directors can elect all of the directors if they so choose, and
in such event, the holders of the remaining shares will not be able to
elect any director.
Each of the outstanding shares of Common Stock will share equally in
respect to all dividends paid on such Common Stock. The Charter empowers
the Company's Board of Directors to issue Preferred Stock with such
preferences and other rights as the Board of Directors may provide in the
resolutions providing for the issuance of such Preferred Stock. Such
preferences and other rights may restrict or otherwise limit the rights of
the Record Shareholders to receive dividends. Dividends on Common Stock
can be paid only out of net profits and surplus of the Company. The
Company's ability to pay dividends is further restricted by the terms of
the Company's 5.95% unsecured Senior Notes due 1999 and 7.8% unsecured
Senior Notes due 1997 (the "Aquarion Notes") and by similar terms in
Revolving Credit Agreements dated as of May 14, 1993, providing short-term
borrowing arrangements from each of five banks to the Company
(collectively, the "Revolving Credit Agreement"). As of December 31, 1993,
the applicable restrictions would have permitted payment of additional
dividends on the Company's Common Stock of up to approximately $31,000,000.
This amount, increased by future net income, will be unrestricted under the
Aquarion Notes and the Revolving Credit Agreement for payment of dividends
in 1994.
In the event of any liquidation, dissolution or winding up of the
affairs of the Company, whether voluntary or involuntary, all assets
available for distribution to its shareholders, after the payment to the
holders of the Preferred Stock, if any, at the time outstanding of the full
amounts to which they shall be entitled, shall be divided and distributed
pro rata among the Record Shareholders.
16
<PAGE>
<PAGE>
The outstanding Common Stock is fully paid and nonassessable, and all
of the shares of Common Stock offered hereby, when issued, will be fully
paid and nonassessable. The shares are listed on the NYSE. Shareholders
have no pre-emptive rights.
The Transfer Agent and Registrar of the Common Stock is Mellon
Financial Services, 85 Challenger Road, Ridgefield Park, New Jersey 07660.
Preferred Stock
The Company's Board of Directors is empowered to issue up to 2,500,000
shares of Preferred Stock in one or more series with such voting powers,
full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights and
qualifications, limitations and restrictions thereof as the Board of
Directors may specify in the resolutions providing for the issuance of such
Preferred Stock. The Board of Directors, without shareholder approval, can
issue Preferred Stock with voting and conversion rights which could limit
the voting rights of holders of Common Stock.
The issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company. While the
Board of Directors has no present plans to issue any Preferred Stock, it
has designated a series of Preferred Stock, which is issuable in certain
circumstances, and issued rights to purchase such preferred stock to
holders of Common Stock. The preferred stock purchase rights are
exercisable only in the event of certain threatened changes in control
described more fully below.
Preferred Stock Purchase Rights
The Company has reserved 80,000 shares of Preferred Stock for issuance
under its Preferred Stock Purchase Rights Plan. Each share of Common
Stock, including the shares offered hereby, is entitled to one right to
buy, under certain circumstances, 1/150th of a share of Series A Junior
Participating Preferred Stock, no par value ("Series A Preferred Stock"),
at $83.33 per 1/150th of a share.
Each share of Series A Preferred Stock, if issued, would have dividend,
voting and liquidation rights which are at least 150 times the equivalent
rights of one share of the Common Stock. The rights would become
exercisable only if a person or group acquires 20% or more of the
outstanding Common Stock, or if a person or group announces or commences a
tender or exchange offer for 30% or more of the Common Stock. Were the
Company to be acquired in a merger or other business combination
transaction, each right would entitle its holder to receive, upon payment
of the exercise price, that number of shares of the acquiring company
having a market value equal to twice the exercise price. If, under certain
circumstances, a 20% or greater shareholder acquires the Company through a
transaction in which the Company and its Common Stock survive or such
shareholder engages in certain self-dealing transactions with the Company,
each right holder (other than a 20% or greater shareholder) would be
entitled to receive, upon payment of the exercise price, the greater of (a)
the number of shares of Series A Preferred Stock for which such right was
exercisable immediately prior to such self-dealing transactions or (b) that
number of shares of Series A Preferred Stock having a market value equal to
twice the exercise price.
17
<PAGE>
<PAGE>
The Company may redeem the rights at $.033 per right at any time until
the 10th day after a 20% position has been acquired or a 30% tender offer
has been commenced. The redemption period is subject to extension by the
Company's Board of Directors. Until such time as these rights become
exercisable, they will have no dilutive effect on the Company's earnings
and are tied to the Common Stock and may not be separately assigned. The
rights will expire on December 3, 1996, unless earlier redeemed.
Corporate Governance
The Charter requires the approval by the holders of 80% of the voting
power of the Company's securities as a condition for mergers and certain
other business combinations of the Company with any holder of more than 10%
of such voting power unless certain minimum price and procedural
requirements or certain other conditions are met. The Charter also
provides that the Company's Board of Directors be classified into three
classes (as nearly equal in number as possible) with one class to be
elected each year for a three-year term, that directors may be removed by
shareholders only for cause and only by the affirmative vote of the holders
of 80% of the voting power of the Company's securities, that vacancies on
the Board of Directors may be filled only by a majority vote of the
Directors then in office, that shareholder action may only be taken at an
annual or special meeting of shareholders and not by written consent, that
special meetings of shareholders may be called only by the Board of
Directors and otherwise by shareholders as expressly permitted by
applicable statute and that the shareholder vote required to alter, amend
or repeal the foregoing provisions (including the aforementioned business
combination provision), as well as certain provisions of the By-laws of the
Company, is 80% of the voting power of the Company's securities.
Indemnification of Directors and Officers
The Company's Restated Certificate of Incorporation includes provisions
which have the purpose of limiting the personal liability of its directors
for monetary damages for breach or alleged breach of their duty of care to
the full extent permissible under Delaware law.
The Delaware General Corporation Law authorizes a corporation's Board
of Directors to grant indemnity to officers and directors for certain
liabilities, including reimbursement of expenses incurred, arising under
the Securities Act. Article VIII of Aquarion's By-laws provides for
indemnification of its officers, directors, employees and other agents to
the maximum extent permitted by Delaware law.
The Company has purchased directors' and officers' liability insurance
covering certain liabilities incurred by its directors in connection with
the performance of their duties.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant 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.
18
<PAGE>
<PAGE>
LEGAL OPINION
The legality of the issuance of the Common Stock offered hereby has
been passed upon for the Company by Wiggin & Dana, One Century Tower, New
Haven, Connecticut 06510-1832.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K of Aquarion Company for the year ended
December 31, 1993, have been so incorporated in reliance on the report of
Price Waterhouse, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
19
<PAGE>
<PAGE>
===========================================================================
No person is authorized in connection with the Plan to give any
information or to make any representations not contained in this
Prospectus, and any information or representation not contained herein 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 these securities in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
_______________
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information by Reference . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Description of the Plan . . . . . . . . . . . . . . . . . . . . . . . . 3
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Advantages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Participation by Shareholders . . . . . . . . . . . . . . . . . . . . 4
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Reports to Participants . . . . . . . . . . . . . . . . . . . . . . . 9
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Certificate for Shares . . . . . . . . . . . . . . . . . . . . . . . 9
Termination of Participation in the Plan . . . . . . . . . . . . . . 10
Withdrawal of Shares in Plan Accounts . . . . . . . . . . . . . . . . 11
Employee Participation . . . . . . . . . . . . . . . . . . . . . . . 12
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . 16
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
===========================================================================
<PAGE>
===========================================================================
(AQUARION LOGO)
Aquarion Company Dividend Reinvestment and
Common Stock Purchase Plan
Common Stock
(No Par Value)
_______________
PROSPECTUS
_______________
Dated April 4, 1994
===========================================================================
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
-------------------------------------------
The expense in connection with the issuance of the securities being
registered are:
Securities and Exchange Commission
Registration Filing Fee $ 6,079
New York Stock Exchange Filing Fee 1,500*
Accountants' Fees and Expenses 3,750*
Legal Fees and Expenses 25,000*
Blue Sky fees and expenses (including fees of counsel) 6,000*
Printing Fees 5,500*
Miscellaneous 5,000*
-------
$47,829
======
*Estimated.
ITEM 15. Indemnification of Directors and Officers
-----------------------------------------
The Company's Restated Certificate of Incorporation includes
provisions which have the purpose of limiting the personal liability of its
directors for monetary damages for breach or alleged breach of their duty
of care to the full extent permissible under Delaware law.
The Delaware General Corporation Law authorizes a corporation's Board
of Directors to grant indemnity to officers and directors for certain
liabilities, including reimbursement of expenses incurred, arising under
1933 Act. Article VIII of Aquarion's By-laws provides for indemnification
of its officers, directors, employees and other agents to the maximum
extent permitted by Delaware law.
The Company has purchased directors' and officers' liability insurance
covering certain liabilities incurred by its directors in connection with
the performance of their duties.
ITEM 16. Exhibits
--------
Each document referred to below is incorporated by reference to the
files of the Commission unless the reference to the document in the list is
preceded by an asterisk.
4(a) Restated Certificate of Incorporation of Aquarion, as
amended.(1)
4(b) Rights Agreement between Aquarion and The Chase Manhattan
Bank, N.A. setting forth description of Preferred Stock
Purchase Rights distributed to holders of Aquarion Common
Stock.(1)
*5 Opinion of Wiggin & Dana.
*23(a) Consent of Price Waterhouse (included at Page II-5).
*23(b) Consent of Wiggin & Dana (included in Exhibit 5).
24 Power of Attorney
-----------
(1) Filed as part of Aquarion's Form 8 Amendment to its Form 10-Q for
the quarter ended September 30, 1991, filed February 19, 1992.
II-1
<PAGE>
<PAGE>
ITEM 17. Undertakings
------------
The undersigned registrant hereby undertakes:
(a) (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 the 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 the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
(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 a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Aquarion 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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Bridgeport,
State of Connecticut, on the 4th day of April 1994.
Aquarion Company
(Registrant)
Date
----
By /s/Janet M. Hansen April 4, 1994
-------------------------------------------------------------
Janet M. Hansen
Senior Vice President, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1933,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By * April 4, 1994
-------------------------------------------------------------
William S. Warner
Chairman of the Board of Directors
and Director
By * April 4, 1994
-------------------------------------------------------------
Jack E. McGregor
President, Chief Executive Officer
and Director
By
-------------------------------------------------------------
George W. Edwards, Jr
Director
II-3
<PAGE>
<PAGE>
Date
----
By
-------------------------------------------------------------
Geoffrey Etherington
Director
By * April 4, 1994
-------------------------------------------------------------
Norwick R.G. Goodspeed
Director
By * April 4, 1994
-------------------------------------------------------------
Janet D. Greenwood
Director
By * April 4, 1994
-------------------------------------------------------------
Donald M. Halsted, Jr.
Director
By
-------------------------------------------------------------
Eugene D. Jones
Director
By * April 4, 1994
-------------------------------------------------------------
Larry L. Pflieger
Director
By * April 4, 1994
-------------------------------------------------------------
G. Jackson Ratcliffe
Director
By * April 4, 1994
-------------------------------------------------------------
John A. Urquhart
Director
*By /s/Janet M. Hansen
-------------------------------------------------------------
Janet M. Hansen
Attorney-in-Fact
II-4
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of Aquarion Company
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 January 31, 1994, which appears on page 42 of the 1993 Annual Report
to Shareholders of Aquarion Company, which is incorporated by reference in
Aquarion Company's Annual Report on Form 10-K for the year ended
December 31, 1993. We also consent to the incorporation by reference of
our report on the Financial Statement Schedules, which appears on page 29
of such Annual Report on Form 10-K. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/Price Waterhouse
- ----------------------
PRICE WATERHOUSE
Stamford, Connecticut
March 31, 1994
II-5
<PAGE>
<PAGE>
EXHIBIT 5
(WIGGIN & DANA LETTERHEAD)
April 4, 1994
Aquarion Company
835 Main Street
Bridgeport, Connecticut 06601-2353
Re: Aquarion Company
Registration Statement on Form S-3
for Dividend Reinvestment and Common Stock Purchase Plan
--------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Aquarion Company, a Delaware corporation
(the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement"), under
the Securities Act of 1933, as amended (the "Act"), with respect to the
proposed offering by the Company of an additional 750,000 shares of its
Common Stock, no par value (stated value $1.00 per share) (the "Common
Stock"), in connection with the Company's Dividend Reinvestment and Common
Stock Purchase Plan.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Restated Certificate of Incorporation and By-
laws of the Company, each as amended and such other documents, corporate
records, certificates of public officials and instruments as we have
considered necessary or advisable for the purpose of this opinion. We have
assumed the authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted to us as
copies. We have not independently verified such information and
assumptions.
We are members of the Bar of the State of Connecticut and we express no
opinion as to the law of any jurisdiction other than the laws of the State
of Connecticut and Delaware corporate law.
II-6
<PAGE>
<PAGE>
Aquarion Company
April 4, 1994
Page 2
Subject to the foregoing and based on such examination and review, we
are of the opinion that:
1. The Company is a corporation organized and existing in good standing
under the laws of the State of Delaware.
2. The 750,000 shares of Common Stock proposed to be offered by the
Company, upon the issuance and sale thereof in the manner referred to in
the Registration Statement, when such Registration Statement has become
effective under the Act, will be duly authorized, validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us contained under the
heading "Legal Matters" in the Prospectus forming part of the Registration
Statement. In giving the foregoing consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7
of the Act, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/Wiggin & Dana
-------------------------
Wiggin & Dana
AMM:pac
II-7
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned,
officers and/or directors of Aquarion Company (the "Company"), a Delaware
corporation which proposes to file with the Securities and Exchange
Commission a Registration Statement pursuant to the provisions of the
Securities Act of 1933, as amended, with respect to the issue and sale of
up to an additional 750,000 shares of Common Stock, no par value, under the
Company's Dividend Reinvestment and Common Stock Purchase Plan, under the
terms and conditions to be set forth in such Registration Statement, has
made, constituted and appointed and by these presents does hereby make,
constitute and appoint JACK E. McGREGOR and JANET M. HANSEN and each of
them, his or her true and lawful attorney-in-fact and agent, for him or her
and in his or her name, place and stead, and in his or her office and
capacity as aforesaid, to sign and file said Registration Statement and any
and all amendments thereto and any and all other documents to be signed and
filed with the Securities and Exchange Commission in connection therewith,
hereby granting to said attorneys-in-fact and agents, and each of them full
power and authority to do and perform each and every act as fully, to all
intents and purposes, as he or she might or could do if personally present,
hereby ratifying and confirming in all respects all that said attorneys-in-
fact and agents, or any of them, their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- -----
/s/William S. Warner
- -------------------------------------------
William S. Warner Chairman of the February 22, 1994
Board of Directors
and Director
/s/Jack E. McGregor
- -------------------------------------------
Jack E. McGregor President, Chief Executive February 22, 1994
Officer and Director
(Principal Executive
Officer)
/s/Janet M. Hansen
- -------------------------------------------
Janet M. Hansen Senior Vice President and February 22, 1994
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
<PAGE>
- -------------------------------------------
George W. Edwards, Jr. Director February 22, 1994
- -------------------------------------------
Geoffrey Etherington Director February 22, 1994
/s/Norwick R. G. Goodspeed
- -------------------------------------------
Norwick R. G. Goodspeed Director February 22, 1994
/s/Janet D. Greenwood
- -------------------------------------------
Janet D. Greenwood Director February 22, 1994
/s/Donald M. Halsted, Jr.
- -------------------------------------------
Donald M. Halsted, Jr. Director February 22, 1994
- -------------------------------------------
Eugene D. Jones Director February 22, 1994
/s/Larry L. Pflieger
- -------------------------------------------
Larry L. Pflieger Director February 22, 1994
/s/G. Jackson Ratcliffe
- -------------------------------------------
G. Jackson Ratcliffe Director February 22, 1994
/s/John A. Urquhart
- -------------------------------------------
John A. Urquhart Director February 22, 1994
