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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
United Water Resources Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
0009131901
- --------------------------------------------------------------------------------
(CUSIP Number)
Joseph V. Boyle
Lyonnaise American Holding, Inc.
2000 First State Boulevard
Wilmington, Delaware 19804-0508
with a copy to:
Piper & Marbury L.L.P.
53 Wall Street
New York, New York 10005
Attention: Raymond F. Steckel, Esq.
(212) 858-5234
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 1, 1995
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1746 (12-91)
Page 1 of 17
<PAGE>
SCHEDULE 13D
CUSIP No. 0009131901
- ------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lyonnaise American Holding, Inc.
IRS Identification No. 36-3140269
- ------ -------------------------------------------------------------------------
- ------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- ------ -------------------------------------------------------------------------
- ------ -------------------------------------------------------------------------
3 SEC USE ONLY
- ------ -------------------------------------------------------------------------
- ------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS*
SC; OO
- ------ -------------------------------------------------------------------------
- ------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- ------ -------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------ -------------------------------------------------------------------------
- ------ -------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 9,075,505
------- ------------------------------------------------------
SHARES ------- ------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY ------- ------------------------------------------------------
------- ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,075,505
------- ------------------------------------------------------
PERSON ------- ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,075,505
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.1%
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC; CO
- -------- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1--7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 2 of 17
<PAGE>
SCHEDULE 13D
CUSIP No. 0009131901
- ------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lyonnaise des Eaux
- ------ -------------------------------------------------------------------------
- ------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- ------ -------------------------------------------------------------------------
- ------ -------------------------------------------------------------------------
3 SEC USE ONLY
- ------ -------------------------------------------------------------------------
- ------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS*
SC; OO
- ------ -------------------------------------------------------------------------
- ------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ------ -------------------------------------------------------------------------
- ------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ------ -------------------------------------------------------------------------
- ------- ------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
9,075,505
SHARES ------- ------------------------------------------------------
------- ------------------------------------------------------
BENEFICALLY 8 SHARED VOTING POWER
OWNED BY -0-
------- ------------------------------------------------------
EACH ------- ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
9,075,505
PERSON ------- ------------------------------------------------------
------- ------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- ------- ------------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,075,505
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.1%
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC; CO
- -------- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1--7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 3 of 17
<PAGE>
SCHEDULE 13D
This Amendment No. 3, dated May 6, 1996, amends and restates the
Schedule 13D, dated November 30, 1990, as amended and supplemented by Amendment
no. 1 and Amendment no. 2 thereto, filed by Lyonnaise American Holding, Inc., a
Delaware corporation ("LAH"), and Lyonnaise des Eaux, a French societe anonyme
("Lyonnaise"), with respect to the common stock, par value $0.01 per share, of
GWC Corporation ("GWC"), a Delaware corporation. By virtue of the merger,
effective April 22, 1994, of GWC with and into United Water Resources Inc., a
New Jersey corporation (the "Issuer"), the Issuer is deemed the successor issuer
to GWC for purposes of filings under Section 13(d) under the Securities Exchange
Act of 1934, as amended.
Item 1. Security and Issuer.
The class of securities to which this statement relates is Common
Stock, no par value ("Common Stock"), of the Issuer. The name and address of the
principal executive offices of the Issuer is 200 Old Hook Road, Harrington Park,
New Jersey 07640-1799.
Item 2. Identity and Background.
The persons filing this statement are LAH, a Delaware corporation
wholly-owned by Lyonnaise, a French societe anonyme, and Lyonnaise.
LAH's principal business is as a holding company of (i) its ownership
interest in the Issuer, (ii) 80% of Aqua-Chem, Inc., a Delaware corporation,
which is engaged through its subsidiaries in the manufacturing of boilers,
burners, incinerators and desalination devices, (iii) 50% of the United Water
Resources-Lyonnaise des Eaux Partnership, a Delaware general partnership, which
provides services in the water and wastewater industries to municipalities in
North America, (iv) LAH White River Corporation, an Indiana corporation, which
owns a 5% interest in an entity that holds a contract for the operation of
wastewater facilities in Indianapolis, Indiana, and (v) a 49% interest in
Technologia y Servicios De Agua, a Mexican company which provides certain water
services to the city of Mexico City, Mexico. The address of LAH's principal
business is c/o United Water Management & Services Co., Inc., 200 Old Hook Road,
Harrington Park, New Jersey 07640 and the address of its principal office is
2000 First State Boulevard, Wilmington, Delaware 19804-0508.
The name, business address, present principal occupation or employment
and citizenship of each executive officer and director of LAH are set forth in
Schedule I hereto and are incorporated herein by reference.
Lyonnaise's principal business is to operate a world-wide water,
engineering and construction business. Lyonnaise is a publicly-held corporation,
the shares of which are
Page 4 of 17
<PAGE>
quoted on the Paris Stock Exchange. The address of Lyonnaise's principal
business and principal office is 72, avenue de la Liberte, 92022 Nanterre
Cedex, France.
The name, business address, present principal occupation or employment
and citizenship of each executive officer and director of Lyonnaise are set
forth in Schedule II hereto and are incorporated herein by reference.
During the last five years, neither LAH nor Lyonnaise nor, to the
knowledge of LAH and Lyonnaise, any person listed on Schedules I and II hereto,
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
it or he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or there was a finding of any violation with respect to
such laws.
Item 3. Source and Amount of Funds.
Effective April 22, 1994, GWC was merged (the "Merger") with and into
the Issuer, with the Issuer being the surviving entity. Immediately prior to the
Merger, LAH owned approximately 81.9% of the issued and outstanding shares of
GWC common stock. Pursuant to the terms of the Merger, LAH converted (i) 70% of
its shares of GWC common stock into 7,615,944 shares of Common Stock,
representing approximately 25.3% of the total number of shares of Common Stock
then outstanding, and (ii) the remaining 30% of its shares of GWC common stock
into 3,263,976 shares of newly issued Series A Cumulative Convertible Preference
Stock of the Issuer, without par value ("Preference Stock"), representing
approximately 97.7% of the total number of shares of Preference Stock then
outstanding.
LAH purchased additional shares of Common Stock by reinvesting cash
dividends paid by the Issuer on the Common Stock pursuant to the Issuer's
Dividend Reinvestment and Stock Purchase Plan ("DRIP"), as follows:
Dollar No. of Shares of Price
Date Amount Reinvested Common Stock Acquired Per Share
June 1, 1994 $1,751,667.12 129,507.535 $13.53
September 1, 1994 1,781,453.85 138,010.540 12.91
December 1, 1994 1,813,196.28 147,099.801 12.33
March 1, 1995 1,847,029.23 144,821.875 12.75
June 1, 1995 1,880,338.26 150,947.528 12.46
September 1, 1995 1,915,056.19 156,419.223 12.24
December 1, 1995 1,951,032.62 165,228.519 11.81
March 1, 1996 1,989,048.97 155,469.7564 12.79
Page 5 of 17
<PAGE>
On April 22, 1996, LAH converted 326,397 shares of Preference Stock
into 271,996 shares of Common Stock at the conversion ratio of .83333 shares of
Common Stock for each share of Preference Stock. No funds were paid by LAH to
effect the conversion of such shares of Preference Stock.
Item 4. Purpose of Transaction.
The acquisitions of the shares of Common Stock reported in this
statement on Schedule 13D were made for long-term investment purposes.
Each share of Preference Stock is convertible into .83333 shares of
Common Stock, commencing April 22, 1996. However, pursuant to the terms of a
Governance Agreement, dated as of the date of the Merger, between LAH and the
Issuer (the "Governance Agreement") and subject to limited exceptions stated
therein, LAH and its affiliated companies may convert into Common Stock during
the year beginning April 22, 1996 no more than 10% of the total number of shares
of Preference Stock received by LAH and its affiliated companies in the Merger.
Thereafter, annually commencing on the anniversary of that date, the cumulative
total number of shares of Preference Stock that is convertible into Common Stock
by LAH and its affiliated companies increases by 10% per year. The remaining
shares of Preference Stock owned by LAH and its affiliated companies and not yet
converted into Common Stock are then convertible beginning April 22, 2003.
The Governance Agreement also limits the number of shares of Common
Stock and Preference Stock that LAH and its affiliated companies may hold,
subject to limited exceptions, as follows: the sum of (a) the number of shares
of Common Stock owned by LAH and its affiliated companies, and (b) the number of
shares of Common Stock into which the shares of Preference Stock (and any other
convertible securities) owned by LAH and its affiliated companies is
convertible, may not exceed 33% of the sum of (i) the total number of shares of
Common Stock issued and outstanding, and (ii) the number of shares of Common
Stock into which all of the then outstanding shares of Preference Stock (and any
other convertible securities) are convertible.
At the time of the Merger, LAH elected to participate fully in the
Issuer's DRIP program, and since then all of the dividends received on shares of
Common Stock owned by LAH have been reinvested into newly issued shares of
Common Stock under the DRIP program.
It is the intention of LAH to continue to participate in the Issuer's
DRIP program and, on occasion, to purchase shares of Common Stock in the public
and private markets, until such time as the provisions of the Governance
Agreement restrict LAH's ability to acquire additional shares, either as a
result of the 33% limitation described above or as a result of any other
provision of the Governance Agreement. In addition, LAH expects to exercise its
rights to convert the shares of Preference Stock it owns into Common Stock to
the extent permitted under the terms of the Governance Agreement.
Page 6 of 17
<PAGE>
To date, no shares of Common Stock have been acquired by LAH and its affiliated
companies, other than through LAH's participation in the DRIP program and
through the conversion of Preference Stock.
Except as set forth above, neither LAH nor Lyonnaise nor, to the
knowledge of LAH and Lyonnaise, any of the persons listed on Schedules I and II
hereto has any present plans or proposals which relate to or would result in any
of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. LAH and Lyonnaise, however, expect to evaluate on an ongoing basis
the Issuer's financial condition, business, operations and prospects and their
interest in, and intentions with respect to, the Issuer. Accordingly, LAH and
Lyonnaise reserve the right to change their plans and intentions, as they deem
appropriate.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock owned by LAH is
9,075,505. The Issuer has advised LAH that as of March 31, 1996 there were
33,236,639 shares of Common Stock issued and outstanding. After giving effect to
the issuance to LAH on April 22, 1996 of 271,996 shares of Common Stock upon
conversion of 326,397 shares of Preference Stock, LAH owns 27.1% of the
outstanding Common Stock. Lyonnaise, through its 100% ownership of LAH, may also
be deemed to be the beneficial owner of such 9,075,505 shares of Common Stock.
Mr. Jacques F. Petry, Vice President of LAH, owns directly 106.8 shares
of Common Stock. Mr. Philippe Brongniart, Director, President and Chairman of
LAH and Executive Vice President of Lyonnaise, owns directly 106.8 shares of
Common Stock. Mr. Patrick R. Cairo, Vice President of LAH, owns 307.2 shares of
Common Stock through the Issuer's 401(k) plan and holds directly stock options
to purchase an aggregate of 20,950 shares of Common Stock at an exercise price
per share that is in excess of the current market price for the Common Stock.
Mr. Joseph V. Boyle, Vice President-Finance of LAH, owns 552.8 shares of Common
Stock, of which 270.4 shares of Common Stock are owned directly and 282.4 shares
of Common Stock are owned through the Issuer's 401(k) plan, and holds directly
stock options to purchase an aggregate of 12,850 shares of Common Stock at an
exercise price per share that is in excess of the current market price for the
Common Stock.
To the knowledge of LAH and Lyonnaise, no other executive officers or
directors of LAH or Lyonnaise beneficially own any shares of Common Stock.
(b) LAH and Lyonnaise have the sole power to vote or direct the vote
and to dispose of or to direct the disposition of the shares of Common Stock
they beneficially own. To the knowledge of LAH and Lyonnaise, each of the
persons listed in Schedules I and II hereto has the sole power to vote or direct
the vote and to dispose of or to direct the disposition of the shares of Common
Stock, if any, beneficially owned by such person.
Page 7 of 17
<PAGE>
(c) LAH and Lyonnaise make reference to, and hereby incorporate, the
response to Item 3 above. To the knowledge of LAH and Lyonnaise, none of the
persons listed in Schedules I and II hereto has effected any transactions in the
shares of Common Stock for the past sixty days or since April 22, 1994, other
than through participation in the Issuer's DRIP program or other stock purchase
plans or programs of the Issuer.
(d) No other person is known by LAH and Lyonnaise to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock beneficially owned by LAH and
Lyonnaise or by any of the persons listed on Schedules I and II hereto.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Shares.
LAH and the Issuer are parties to the Governance Agreement (previously
filed as Exhibit E to this statement on Schedule 13D and incorporated herein by
reference) that restricts the ability of LAH to transfer or increase its
ownership of securities of the Issuer. LAH and Lyonnaise make reference to, and
hereby incorporate, the response to Item 4 above. In addition, pursuant to the
terms of the Governance Agreement, LAH is required under certain circumstances
to vote its shares of Common Stock as recommended by a majority of the Issuer's
Board of Directors and is entitled to nominate four directors to serve on the
Issuer's Board of Directors.
Except as set forth above, neither LAH nor Lyonnaise has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. To the knowledge of
the officers executing this Schedule 13D, none of the executive officers or
directors of LAH or Lyonnaise has any such contracts, arrangements,
understandings or relationships.
Item 7. Material to be Filed as Exhibits.
A. Joint Filing Agreement
B. Governance Agreement (previously filed as Exhibit E)
Page 8 of 17
<PAGE>
Signature.
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: May 6, 1996
LYONNAISE AMERICAN HOLDING, INC.
By: /s/ Joseph V. Boyle
Name: Joseph V. Boyle
Title: Vice President - Finance
Page 9 of 17
<PAGE>
Signature.
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: May 6, 1996
LYONNAISE DES EAUX
By: /s/ Philippe Brongniart
Name: Philippe Brongniart
Title: Executive Vice President
Page 10 of 17
<PAGE>
SCHEDULE I
Directors and Executive Officers
of
Lyonnaise American Holding, Inc. ("LAH")
The name, business address, position with LAH and present principal
occupation or employment (if different) of each director and executive officer
are set forth below. Unless otherwise indicated below, the business address of
each individual is 72, avenue de la Liberte, 92022 Naterre Cedex, France. All
directors and executive officers listed below are citizens of France, unless
otherwise indicated.
Position with LAH, Present Principal
Name and Business Address Occupation or Employment
Philippe Brongniart Director, President and Chairman of LAH;
Executive Vice President of Lyonnaise
Guy de Panafieu Director, Vice President and Treasurer of
LAH; Vice Chairman and Senior Executive
Vice President and Director of Lyonnaise
Jerome Monod Director and Vice President of LAH;
Chairman and Chief Executive Officer of
Lyonnaise; Director of Suez
Frank J. Pizzitola* Director of LAH and Lyonnaise;
(Citizen of the United States) Partner of Lazard Freres & Co.
Lazard Freres & Co.
One Rockefeller Plaza
New York, New York 10020
Jacques F. Petry Vice President of LAH; President of the
International Water Division of Lyonnaise
- ------------------
* Resigned as a director of both LAH and Lyonnaise as of March 28, 1996.
Page 11 of 17
<PAGE>
Position with LAH, Present Principal
Name and Business Address Occupation or Employment
Patrick R. Cairo Vice President of LAH; Vice President of
(Citizen of the United States) Development of United Water Management and
United Water Management and Services Co., Inc.
Services Co., Inc.
656 East Swedesford Road,
Suite 206
Wayne, Pennsylvania 19087
Joseph V. Boyle Vice President- Finance of LAH: Director
(Citizen of the United States) of Project Analysis and Development of
c/o United Water Management and United Water Management and Services,
Services Co., Inc. Co., Inc.
200 Old Hook Road
Harrington Park, New Jersey
07640-1799
Raymond F. Steckel Secretary of LAH; Partner of
(Citizen of the United States) Piper & Marbury L.L.P.
Piper & Marbury L.L.P.
53 Wall Street
New York, New York 10005
Page 12 of 17
<PAGE>
SCHEDULE II
Directors and Executive Officers
of
Lyonnaise des Eaux ("Lyonnaise")
The name, business address, position with Lyonnaise and present
principal occupation or employment (if different) of each director and executive
officer are set forth below. Unless otherwise indicated below, the business
address of each individual is 72, avenue de la Liberte, 92022 Naterre Cedex,
France. All directors and executive officers listed below are citizens of
France, unless otherwise indicated.
Position with Lyonnaise, Present Principal
Name and Business Address Occupation or Employment
M. Jerome Monod Chairman and Chief Executive Officer of
Lyonnaise, Director and Vice President of
LAH, Director of Suez
M. Guy de Panafieu Executive Vice-President and Director of
Lyonnaise, Director, Vice President and
Treasurer of LAH
M. Rene Coulomb Executive Vice-President of Lyonnaise
M. Gerhard Cromme Director of Lyonnaise; Chairman of the
(German Citizen) Executive Committee of Fried, Krupp AG
Fried, Krupp AG Hoesch Krupp Hoesch Krupp
Altendorfer Str. 103
D-45143 ESSEN
ALLEMAGNE
M. Jean Dromer Director of Lyonnaise; Chairman of
Financiere Agache Financiere Agache
54, avenue Montaigne
75008 Paris
Page 13 of 17
<PAGE>
Position with Lyonnaise, Present Principal
Name and Business Address Occupation or Employment
M. Ricardo Fornesa-Ribo Director of Lyonnaise; Chairman of Sociedad
(Citizen of Spain) General des Aguas
Sociedad General des Aguas de Barcelona S.A.
de Barcelona S.A.
Paseo San Juan, 39
08009 Barcelona
SPAIN
M. Jean Gandois Director of Lyonnaise; Chairman of C.N.P.F.
C.N.P.F.
31, Avenue Pierre 1er de Serbie
75784 Paris CEDEX 16
M. Jacques Lagarde Director of Lyonnaise; Executive Vice
Gillette Company President of Gillette Company
Prudential Tower Building
Boston, MA 02199 U.S.A.
M. Yves le Guay Director of Lyonnaise
66, rue de Longchamp
92200 Neuilly Sur Seine
M. Jean Peyreuevade Director of Lyonnaise; Chairman and CEO of
Credit Lyonnais Credit Lyonnais
19, boulevard des Italiens
75002 Paris
M. Didler Pfeiffer Director of Lyonnaise; Executive Vice
U.A.P President of U.A.P.
9, place Vendome
75001 Paris
M. Claude Pierre-Brossolette Director of Lyonnaise; Executive Vice
Eurofin CPB President of Eurofin CPB
41 rue de la Bienfaisance
75008 Paris
M. Gerard Worms Director of Lyonnaise; Senior Partner of &
Rothschild & Cie Rothschild Cie
17, avenue Matignon
75008 Paris
Page 14 of 17
<PAGE>
Position with Lyonnaise, Present Principal
Name and Business Address Occupation or Employment
Compagnie de Suez Director of Lyonnaise; Chairman & CEO of
Representee par Gerard Mestrallet Compagnie de Suez
1, rue d'Arstorg
75008 Paris
Philippe Brongniart Executive Vice-President,
Chairman, President and Director of LAH
Bernard Prades Senior Vice-President of Lyonnaise
Claude Gaudin General Secretary of Lyonnaise
Gerard Payen Senior Vice-President, Water Division
Thierry Chambolle Senior Vice-President, Strategy and
Technology Development
Antoine Giscard d'Estaing Chief Financial Officer of Lyonnaise
Dominque Fortin Vice-President, Personnel and Human
Resources of Lyonnaise
Page 15 of 17
<PAGE>
INDEX TO EXHIBITS
Exhibit A Joint Filing Agreement
Page 16 of 17
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) of Regulation 13D under the Securities
Exchange Act of 1934, the persons or entities below agree to the joint filing on
behalf of each of them of this Statement on Schedule 13D (including any and all
amendments thereto) with respect to the Common Stock of United Water Resources
Inc., and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filings. In evidence thereof the undersigned, being duly
authorized, hereby execute this agreement this 6th day of May, 1996.
LYONNAISE AMERICAN HOLDING, INC.
By: /s/ Joseph V. Boyle
Name: Joseph V. Boyle
Title: Vice President - Finance
LYONNAISE DES EAUX
By: /s/ Philippe Brongniart
Name: Philippe Brongniart
Title: Executive Vice President
Page 17 of 17
