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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): March 10, 1994
United Water Resources Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 1-858-6 22-2441477
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
200 Old Hook Road, Harrington Park, New Jersey 07640
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(Address of principal executive offices) (Zip code)
(201) 784-9434
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(Registrant's telephone number,
including area code)
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Item 5. Other Events
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On March 10, 1994, United Water Resources Inc. (the "Registrant") issued a
press release announcing that the shareholders of United Water Resources Inc.
and GWC Corporation overwhelmingly approved the companies' merger agreement at
independently conducted shareholder meetings held that day in Hasbrouck Heights,
New Jersey, and Wilmington, Delaware, respectively.
A copy of the press release is filed herewith as Exhibit 5(i) and is
incorporated herein by reference thereto.
Item 7. Financial Statements and Exhibits
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Exhibits
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Exhibit No.
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5(i) The Registrant's press release dated March 10, 1994.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED WATER RESOURCES INC.
(Registrant)
By: JOHN J. TURNER
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John J. Turner
Date: March 10, 1994
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EXHIBIT INDEX
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Sequential
Exhibit No. Exhibit Page No.
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5(i) The registrant's 5
press release dated
March 10, 1994
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Exhibit 5(i)
FOR IMMEDIATE RELEASE United Water Resources:
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Martha Green (201)767-2841
Carolyn Iglesias (201)767-2836
Evenings or weekends (201)487-0011
GWC Corporation:
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Joseph V. Boyle (610)278-2965
UNITED WATER RESOURCES AND GWC CORPORATION
SHAREHOLDERS VOTE TO PROCEED WITH PLANNED MERGER
CLOSING TO FOLLOW COMPLETION OF REMAINING REGULATORY APPROVALS
HARRINGTON PARK, NJ, March 10, 1994 - United Water Resources (NYSE:UWR) and GWC
Corporation (NASDAQ:GWCC) have announced that shareholders of both companies
overwhelmingly approved the companies' merger agreement at independently
conducted shareholder meetings held today in Hasbrouck Heights, New Jersey, and
Wilmington, Delaware, respectively.
The merger will form the second largest investor owned water utility in the
country, serving more than two million people in 14 states. United Water is the
parent firm of Hackensack and Spring Valley Water companies. GWC is the parent
of General Waterworks Corporation.
Under the terms of the agreement, GWC will merge into United Water so that
General Waterworks will become a wholly owned United Water subsidiary through an
exchange of common stock, convertible preference stock and cash. The total
value of the transaction is approximately $200 million.
Officials at both companies expressed optimism in securing the remaining
regulatory approvals needed to complete the transaction. The companies' joint
filings have already received approvals from six of the ten state utility
regulatory commissions whose approvals are required. Clearance to proceed with
the merger has also been received from the Federal Trade Commission and the
Department of Justice.
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Exhibit 5(i)
UNITED WATER RESOURCES AND GWC CORPORATION
SHAREHOLDERS VOTE TO PROCEED WITH PLANNED MERGER
"I'm delighted that shareholders of both companies have recognized the
value of an important transaction that will double United Water's size but more
than double our growth opportunities," said Donald L. Correll, president and
chief executive officer of United Water Resources. "The merger, which will
extend United Water's presence into 12 new states, is right on target with our
corporate goal to build shareholder value through a long-term strategy to expand
our core utility business. Our combined management team and operating staff
will be well suited to meeting the challenges of running a premier water
services company."
"We are very pleased that GWC's shareholders have accepted our board's
recommendation to endorse a merger which is clearly in the best interests of
their company," said Frank J. Pizzitola, president and chief executive officer
of GWC. "United Water has an outstanding reputation as an industry leader and
we are eager to pursue jointly the new opportunities the merger will create
while also continuing our important strategic alliance with Lyonnaise des Eaux-
Dumez."
Lyonnaise des Eaux-Dumez, a French multi-national corporation and one of
the world's largest water purveyors, currently owns approximately 82% of GWC's
common shares. At the completion of the merger, Lyonnaise will own
approximately 26% of the outstanding United Water shares. Lyonnaise supports
the merger and voted its shares for the merger in the same proportion as the
minority shareholders of GWC. A 12-year Governance Agreement between Lyonnaise
and United Water has been designed by the parties to guide their relationships.
Reviews are in progress and approvals of state regulatory commissions in
New Jersey, New Mexico, Pennsylvania and Virginia are needed before the merger
can be completed. Regulators in Arkansas, Connecticut, Delaware, Illinois,
Missouri and New York have already granted their approval.
The merger, announced on September 16, 1993, is expected to be consummated
in April. At a board meeting today following the special shareholder meeting,
United Water's board voted to postpone its annual meeting of shareholders,
typically scheduled for the second Monday in May, so that its newest
shareholders will have an opportunity to receive their proxies and
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Exhibit 5(i)
UNITED WATER RESOURCES AND GWC CORPORATION
SHAREHOLDERS VOTE TO PROCEED WITH PLANNED MERGER
participate in the meeting's agenda. The new meeting date is likely to be in
early June, Correll said.
Under the terms of the agreement, Lyonnaise des Eaux-Dumez, the majority
shareholder of GWC, will receive 70% of its consideration in common stock of
United Water, at a ratio of 1.2 shares of United Water to 1 share of GWC, and
the remaining 30% in convertible preference stock. The minority shareholders of
GWC will receive 70% of their consideration in common stock of United Water, at
a ratio of 1.2 shares of United Water to 1 share of GWC, and will have a choice
of taking the remaining 30% in either (i) cash equal to 1.2 times the average
market price of United Water common stock on the New York Stock Exchange for 20
trading days prior to the closing, or (ii) an equivalent value of United Water
convertible preference stock. The merger is expected to be tax free to the
extent common shareholders of GWC receive common stock or preference stock of
United Water.
United Water Resources is the parent firm of Hackensack Water Company and
Spring Valley Water Company, which serve about one million people in northern
New Jersey and southern New York. Other United Water subsidiaries are engaged
in real estate development, environmental testing, the operation of small water
and sewer utilities and the provision of contract services to the utility
industry. United Water has approximately 700 employees.
GWC Corporation is the holding company for General Waterworks Corporation,
which provides water service to a population of approximately one million people
through 20 regulated utilities in 14 states. The company has approximately 750
employees. Headquartered in King of Prussia, Pennsylvania, General Waterworks'
eight largest utilities are located in: Boise, Idaho; Jacksonville, Florida; Rio
Rancho, New Mexico; Toms River, New Jersey; New Rochelle, New York; Wilmington,
Delaware; Harrisburg, Pennsylvania and Pine Bluff, Arkansas.
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