<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1997
Registration No.____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______
UNITED WATER RESOURCES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NEW JERSEY 22-2441477
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
200 OLD HOOK ROAD
HARRINGTON PARK, NEW JERSEY 07640
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
UNITED WATER RESOURCES INC.
MANAGEMENT INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
ALLAN D. SHAKLEY
200 OLD HOOK ROAD
HARRINGTON PARK, NEW JERSEY 07640
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE
(201) 784-9434
___________________
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL ORDERS, NOTICES AND OTHER
COMMUNICATIONS WITH RESPECT TO THIS REGISTRATION STATEMENT
TO:
JOSEPH L. SEILER III, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET
NEW YORK, NEW YORK 10019
APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: On or after the effective date of
this Registration Statement
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par 1,500,000 17.31 $25 ,965,000 $7,868.18
value Shares
Series A Participating 1,500,000 ______ _____ _____
Preferred Stock Purchase rights
Rights
- ---------------------------
</TABLE>
(1) An additional indeterminable number of share are also being registered to
cover any adjustments required by antidilution provisions in the number of share
issuable upon the exercise of options granted under the Company's Management
Incentive Plan.
(2) Estimated solely for the purposes of calculating the Registration Fee
pursuant to Rule 457(h), based on the average of the high and low prices of the
Company's Common Stock reported on the New York Stock Exchange composite trading
tape of 17.31 per share on June 23, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by United Water Resources
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated by reference as of their respective dates and are a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997;
(c) The description of the Company's Common Stock, no par value (the
"Common Stock"), contained in the Registration Statement on Form 8-B of the
Company, filed October 11, 1983 pursuant to the Securities Exchange Act of 1934
(the "Exchange Act"), as updated by pertinent information furnished in
subsequent reports filed pursuant to Section 13 of the Exchange Act; and
(d) The description of the Company's Preferred Share Purchase Rights, no
par value (the "Rights"), contained in the Registration Statement on Form 8-A of
the Company, filed July 25, 1989 pursuant to the Exchange Act, as updated by
pertinent information furnished in subsequent reports filed pursuant to Section
13 of the Exchange Act.
Additionally, all documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment that indicates that all shares
of Common Stock (including Rights relating thereto) offered hereby ("Shares")
have been sold or that deregisters all Shares then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement 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 Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated in New Jersey and is subject to New Jersey law
covering indemnification of any officer or director who has been or is
threatened to be made a party to any legal proceeding by reason of service to
the company. New Jersey law provides that indemnification will be made to any
officer or director who has been successful "on the merits" or "otherwise" with
respect to the defense of any such proceeding, but does not require
indemnification in any other circumstance. New Jersey law permits the advancing
of expenses incurred in defending such a proceeding upon the giving of an
undertaking to repay such sums by the indemnified officer or director in the
event it is later determined that such officer or director should not have been
indemnified. New Jersey law also permits the Company to procure insurance on
behalf of its officers and directors against any liability asserted against or
incurred by the officer or director, even if the Company would not otherwise
have the power under applicable law to indemnify the officer or the director for
such expenses.
In accordance with the New Jersey Business Corporation Act, a provision of
the Company's Restated Certificate of Incorporation eliminates personal
liability of directors and officers to the Company or its shareholders for
damages for breach of any duty owned to the Company or its shareholders to the
fullest extent permissible by law. However, this provision does not relieve a
director or officer from
<PAGE>
liability for any breach of duty based upon an act or omission (1) in breach of
such person's duty of loyalty to the Company or its shareholders, (2) not in
good faith or involving a knowing violation of law, or (3) resulting in receipt
by such person of an improper personal benefit.
The By-laws of the Company and indemnification agreements between the
Company and each of its directors and officers provide for indemnification of
directors and officers against certain liabilities arising out of their service
in such capacities to the fullest extent permissible by law. The
indemnification agreements between the Company and each of its directors and
officers are intended to provide a contractual right to indemnification
notwithstanding any future amendment of the By-laws of the Company and provide
for the indemnification of directors and officers for liabilities that may
relate to acts or omissions that occurred prior to the date of such
indemnification agreements. The By-laws of the Company presently authorize the
Company to enter into indemnification agreements providing similar rights to any
future director or officer of the Company or to any person who serves as an
officer, director or key employee of other corporations or entities at the
request of the Company.
The Company also has policies of insurance which, among other things,
provide officers' and directors' liability coverage, individually or
collectively, up to an annual aggregate limit of $50,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO.
3(a) - Restated Certificate of Incorporation of United Water Resources
Inc., dated July 14, 1987. (Filed as Exhibit 4(b) to Registration
Statement No. 33-20067).
3(b) - Certificate of Correction to Restated Certificate of
Incorporation of United Water Resources Inc., dated August 13,
1987. (Filed as Exhibit 4(c) to Registration Statement No. 33-
20067).
3(c) - Certificate of Amendment to the Restated Certificate of
Incorporation of United Water Resources Inc., dated April 22,
1994, amending Articles 5, 6, 7 and 9. (Filed as Exhibit 3(c)) to
Registration Statement No. 33-61617)
3(d) - Certificate of Amendment to the Restated Certificate of
Incorporation of United Water Resources Inc., dated June 3,
1997, amending Article 5(a).
3(e) - Amended By-laws of United Water Resources Inc. dated as of March
10, 1994. (Filed as Exhibit 4(1) to Form 10-K for the year ended
December 31, 1993).
4(a) - Certificate of Amendment to the Rested Certificate of
Incorporation of United Water Resources Inc., dated April 22,
1994, for Series A Cumulative Convertible Preference Stock of
United Water Resources Inc. (Filed as Exhibit 4(a) to
Registration Statement No. 33-61617).
4(b) - Certificate of Amendment to the Restated Certificate of
Incorporation of United Water Resources Inc., dated April 22,
1994, for Series B 7 5/8% Cumulative Preferred Stock of United
Water Resources Inc. (Filed as Exhibit 4(b) to Registration
Statement No. 33-61617).
4(c) - United Water Resources Inc. Management Incentive Plan.
4(d) - Specimen of United Water Resources Inc. Common Stock. (Filed as
Exhibit 4(d) to Registration Statement No. 2-90540).
4(e) - Rights Agreement, dated as of July 12, 1989, between United
Water Resources Inc. and First Interstate Bank, Ltd. (Filed as
Exhibit 4(c) to Registration Statement No. 33-32672).
<PAGE>
4(f) - Governance Agreement between United Water Resources Inc. and
Lyonnaise American Holding, Inc., dated April 22, 1994. (Filed
in Appendix A to Registration Statement No. 33-51703).
4(g) - Amendment No. 1 to Governance Agreement between United Water
Resources Inc. and Lyonnaise American Holding, Inc., dated June
27, 1996.
5(a) - Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23(a) - Consent of Price Waterhouse LLP.
23(b) - Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(Contained in their opinion filed as Exhibit 5(a)).
24(a) - Powers of Attorney (included in signature page).
24(b) - Certified copies of the resolutions of the Board of Directors.
ITEM 9. 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 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.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment of the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised 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. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expense incurred
or paid by director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Harrington Park, County of Bergen, State of New
Jersey, on this 27th day of June, 1997.
UNITED WATER RESOURCES INC.
(Registrant)
By /s/Donald L. Correll
--------------------
(Donald L. Correll, President
and Chief Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Donald L. Correll, Joseph L.
Seiler III and Allan D. Shakley (with full power to each of them to act alone)
his or her true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him or her and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) of and supplements to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent, or his substitutes, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, to all intents and purposes and as fully as he or she
might or could do in person, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Donald L. Correll Chairman of the Board of Directors June 27 , 1997
- ----------------------------------
(Donald L. Correll,
Chairman of the Board of Directors)
/s/John J. Turner
- ---------------------------------- Principal Financial Officer and June 27 , 1997
(John J. Turner, Principal Accounting Officer
Treasurer)
/s/Edward E. Barr Director June 27 , 1997
- ----------------------------------
(Edward E. Barr)
/s/Frank J. Borelli
- --------------------------------- Director June 27 , 1997
(Frank J. Borelli)
/s/Thierry Bourbie Director June 27 , 1997
- -------------------------------------
(Thierry Bourbie)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Lawrence R. Codey Director June 27 , 1997
- -------------------------
(Lawrence R. Codey)
/s/Peter Del Col Director June 27 , 1997
- -------------------------
(Peter Del Col)
/s/Robert L. Duncan Jr. Director June 27 , 1997
- -------------------------
(Robert L. Duncan, Jr.)
/s/Jon F. Hanson Director June 27 , 1997
- -------------------------
(Jon F. Hanson)
/s/Douglas Hawes Director June 27 , 1997
- -------------------------
(Douglas Hawes)
/s/George F. Keane Director June 27 , 1997
- -------------------------
(George F. Keane)
/s/Dennis M. Newnham Director June 27 , 1997
- -------------------------
(Dennis M. Newnham)
- ------------------------- Director , 1997
(Jacques F. Petry)
/s/Marcia L. Worthing Director June 27 , 1997
- -------------------------
(Marcia L. Worthing)
</TABLE>
<PAGE>
EXHIBITS.
EXHIBIT NO.
3(a) - Restated Certificate of Incorporation of United Water Resources
Inc., dated July 14, 1987. (Filed as Exhibit 4(b) to Registration
Statement No. 33-20067).
3(b) - Certificate of Correction to Restated Certificate of
Incorporation of United Water Resources Inc., dated August 13,
1987. (Filed as Exhibit 4(c) to Registration Statement No. 33-
20067).
3(c) - Certificate of Amendment to the Restated Certificate of
Incorporation of United Water Resources Inc., dated April 22,
1994, amending Articles 5, 6, 7 and 9. (Filed as Exhibit 3(c)) to
Registration Statement No. 33-61617)
3(d) - Certificate of Amendment to the Restated Certificate of
Incorporation of United Water Resources Inc., dated June 3,
1997, amending Article 5(a).
3(e) - Amended By-laws of United Water Resources Inc. dated as of March
10, 1994. (Filed as Exhibit 4(1) to Form 10-K for the year ended
December 31, 1993).
4(a) - Certificate of Amendment to the Rested Certificate of
Incorporation of United Water Resources Inc., dated April 22,
1994, for Series A Cumulative Convertible Preference Stock of
United Water Resources Inc. (Filed as Exhibit 4(a) to
Registration Statement No. 33-61617).
4(b) - Certificate of Amendment to the Restated Certificate of
Incorporation of United Water Resources Inc., dated April 22,
1994, for Series B 7 5/8% Cumulative Preferred Stock of United
Water Resources Inc. (Filed as Exhibit 4(b) to Registration
Statement No. 33-61617).
4(c) - United Water Resources Inc. Management Incentive Plan.
4(d) - Specimen of United Water Resources Inc. Common Stock. (Filed as
Exhibit 4(d) to Registration Statement No. 2-90540).
4(e) - Rights Agreement, dated as of July 12, 1989, between United
Water Resources Inc. and First Interstate Bank, Ltd. (Filed as
Exhibit 4(c) to Registration Statement No. 33-32672).
4(f) - Governance Agreement between United Water Resources Inc. and
Lyonnaise American Holding, Inc., dated April 22, 1994. (Filed
in Appendix A to Registration Statement No. 33-51703).
4(g) - Amendment No. 1 to Governance Agreement between United Water
Resources Inc. and Lyonnaise American Holding, Inc., dated June
27, 1996.
5(a) - Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23(a) - Consent of Price Waterhouse LLP.
23(b) - Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(Contained in their opinion filed as Exhibit 5(a)).
24(a) - Powers of Attorney (included in signature page).
24(b) - Certified copies of the resolutions of the Board of Directors.
<PAGE>
EXHIBIT 3(d)
CERTIFICATE OF AMENDMENT TO THE RESTATED
CERTIFICATE OF INCORPORATION OF
UNITED WATER RESOURCES INC.
TO: THE SECRETARY OF STATE
STATE OF NEW JERSEY
Pursuant to the provisions of Sections 14A:9-2(4) and 14A:9-4(3) of
the New Jersey Business Corporation Act, the undersigned corporation executes
the following Certificate of Amendment to its Restated Certificate of
Incorporation:
1. The name of the corporation is United Water Resources Inc.
(hereinafter called the "Corporation").
2. The following amendment to Article 5(a) of the Restated
Certificate of Incorporation of the Corporation was approved by the Board of
Directors and thereafter was duly adopted by the shareholders of the Corporation
on the 12th day of May, 1997:
"5. The shares of capital stock which the Corporation has authority
to issue shall consist of the following:
(a) Common Stock divided into 100,000,000 shares, without par
value,"
3. As a result of the amendment, Article 5 of the Corporation's
Restated Certificate of Incorporation reads in its entirety as follows:
"5. The shares of capital stock which the Corporation has authority
to issue shall consist of the following:
(a) Common Stock divided into 100,000,000 shares, without par value,
(b) Preferred Stock divided into 1,000,000 shares, without par
value, and
(c) Preference Stock divided into 5,000,000 shares, without par
value."
4. The total number of shares entitled to vote on the adoption of
the amendment was 35,993,160 shares of Common Stock of the Corporation.
5. The number of shares of Common Stock voted for, voted against and
abstaining from the vote on the amendment was as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
VOTED FOR VOTED AGAINST NUMBER OF SHARES
AMENDMENT AMENDMENT ABSTAINING
<S> <C> <C>
28,110,764 1,759,070 461,750
</TABLE>
6. The effective date of this Certificate of Amendment to the
Corporation's Restated Certificate of Incorporation shall be the date of filing
hereof in the office of the Secretary of State of New Jersey.
UNITED WATER RESOURCES INC.
By: /s/ Donald L. Correll
-----------------------------------
Donald L. Correll
Chairman, President and
Chief Executive Officer
Dated: June 3, 1997
<PAGE>
EXHIBIT 4(c)
UNITED WATER RESOURCES, INC.
MANAGEMENT INCENTIVE PLAN
DOCUMENT
JANUARY 23, 1997
<PAGE>
UNITED WATER RESOURCES
MANAGEMENT INCENTIVE COMPENSATION PLAN
--------------------------------------
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<S> <C> <C>
1. PURPOSE.........................................................3
2. DEFINITIONS.....................................................3
3. ADMINISTRATION..................................................4
4. ELIGIBILITY.....................................................4
5. TARGET INCENTIVE AWARDS.........................................4
6. TYPES OF AWARDS.................................................4
Performance Cash Awards.........................................4
Stock Options...................................................5
Dividend Units..................................................5
Performance Shares..............................................6
7. TIMING OF PAYMENTS..............................................6
8. SHARES RESERVED.................................................6
9. AMENDMENTS......................................................7
10. OTHER PROVISIONS................................................7
11. EFFECTIVE DATE..................................................7
</TABLE>
<PAGE>
UNITED WATER RESOURCES, INC.
MANAGEMENT INCENTIVE PLAN
1. PURPOSE
The objectives of the Management Incentive Plan (the "Plan") are to
promote the success of United Water Resources, Inc. (the "Company") and its
Affiliates by:
1.1 Linking incentive opportunities to the performance of the Company in
meeting shareholder and customer goals;
1.2 Supporting the planning and goal setting process; and,
1.3 Offering compensation opportunities that will assist the Company in
recruiting and retaining top performing executives from both within and outside
of the water utility industries.
2. DEFINITIONS
2.1 "Affiliate" means:
2.1.1 A member of a controlled group of corporations of which the Company
is a member or;
2.1.2 Any corporation, or unincorporated trade or business in which the
Company has an ownership interest of at least 25% of the equity value of the
entity.
For purposes hereof, a "controlled group of corporations" shall mean a
controlled group of corporations as defined in Section 1563(a) of the Code
determined without regard to Section 1563(a)(4) and (e)(3)(C) of the Code.
2.2 "Award" means the grant of a Stock Option, Dividend Unit, Performance
Share or cash payment pursuant to the Plan.
2.3 "Board" means the Board of Directors of the Company.
2.4 "Code" means the Internal Revenue Code of 1986, as from time to time
amended.
2.5 "Committee" means the Compensation Committee of the Board of Directors
of the Company.
2.6 "Common Stock" means the common stock of the Company.
2.7 "Company" means United Water Resources, Inc., a New Jersey corporation,
its successors and assigns, and its Affiliates.
2.8 "Dividend Unit" means a right to receive, in accordance with the
provisions of the Plan, a payment equal to the dividends that are paid on a
share of Common Stock of the Company for a stated period of time.
2.9 "Fair Market Value" means the value of the Company's Common Stock on
the New York Stock Exchange as of the close of the trading day.
2.10 "Fiscal Year" means the calendar year.
2.11 "Non-Qualified Stock Option" means the right to purchase a share of
the Common Stock of the Company at a fixed price for a specified period of time,
as determined by the Committee. These options are not meant to qualify under
Section 422 of the Code.
2.12 "Normal Retirement" means termination of employment with the Company
with an immediate pension benefit being paid by the Company.
2.13 "Participant" means an employee of the Company, selected by the
Committee to participate in the Plan.
<PAGE>
2.14 "Performance Share" means a share of Common Stock granted to a
Participant, the vesting of which is subject to performance conditions
established by the Committee.
2.15 "Plan" means this Management Incentive Plan as originally adopted or
amended.
2.16 "Plan Year" means the calendar year.
3. ADMINISTRATION
3.1 The Plan shall be administered by the Committee, subject to such
requirements for review and approval by the Board, as the Board may establish.
In all areas not specifically reserved by the Board for its review and approval,
decisions of the Committee concerning the Plan shall be binding on the Company
and on all eligible Participants.
3.2 No member of the Committee shall be eligible to participate in the
Plan.
3.3 The Committee shall have the power and authority to adopt, amend, and
rescind administrative guidelines, rules and regulations pertaining to the
Plan, to accept, modify or reject recommendations of the Chief Executive
Officer, to set final Awards and to interpret and rule on any questions
pertaining to any provision of the Plan.
4. ELIGIBILITY
4.1 Company officers and other key employees of the Company who are
recommended annually by the Chief Executive Officer and who are approved by the
Committee, will be eligible for Awards granted under the terms of the Plan.
Eligibility may vary from year to year, and participation in one Plan Year does
not guarantee continued employment by the Company or participation in the Plan
in subsequent Plan Years.
4.2 No Director of the Company who is not also an employee of the Company
shall be eligible for any Award pursuant to the Plan.
5. TARGET INCENTIVE AWARDS
5.1 Prior to the beginning of the Plan Year, the Chief Executive Officer
shall recommend to the Committee for its approval, and the award level which
shall be used to calculate Awards for Plan Participants.
5.2 The Chief Executive Officer shall recommend the manner in which each
Participant's Award shall be allocated to corporate and individual performance
results and among cash, stock options, Dividend Units, and Performance Shares.
6. TYPES OF AWARDS
The following types of Awards may be granted under the terms of the Plan:
Performance Cash Awards, Stock Options, Performance Shares and Dividend Units.
The Committee, in its sole discretion shall determine the types of Awards that
will be granted to Participants under the Plan.
6.1 Performance Cash Awards. Performance objectives will be established for
each Participant for each Plan Year, consistent with the Company's strategic
plans, that define the level of performance required for Participants to earn
their target Awards.
6.1.1 Prior to every Plan Year, the Chief Executive Officer shall
recommend one or more corporate performance goals for approval by the Board.
6.1.2 In addition to corporate performance goals, the Plan shall provide
for individual performance goals to be established for each Participant for each
Plan Year. All individual performance goals shall be subject to approval by the
Chief Executive Officer and review by the Committee.
6.1.3 The individual performance goals of the Chief Executive Officer
shall be subject to review and approval by the Committee.
<PAGE>
6.1.4 The Chief Executive Officer shall make recommendations to the
Committee regarding actual cash performance Award payments as soon as
practicable following the conclusion of the Plan Year. Such recommendations
shall be based on achieved levels of performance as measured against the
performance objectives adopted for each portion of the Award.
6.1.5 Performance standards. defining the minimum level of performance
required to earn a Performance Cash Award and the level of performance required
to earn the maximum Performance Cash Award, shall be approved by the Board for
the corporate portion of the Performance Cash Award prior to the beginning of
each Plan Year. Performance standards for individual Performance Cash Awards
shall be approved by the Committee for the Chief Executive Officer, and by the
Chief Executive Officer for all other eligible positions before the beginning of
each Plan Year.
6.1.6 Payment may vary from these pre-established performance standards
if the Committee determines at the end of the Plan Year that unique and
extraordinary circumstances have occurred and an adjustment to the award
schedule is required to achieve the purposes of the Plan.
6.1.7 If the employment of a Participant is terminated during a Plan
Year, or if an employee becomes a Participant after the beginning of a Plan
Year, the Chief Executive Officer shall have the sole and complete authority to
determine the extent, if any, and the conditions under which an Award shall be
paid to the Participant. If a Participant's employment terminates during the
course of the year, he or she will generally not be eligible for an Award unless
the Chief Executive Officer determines otherwise.
6.1.7.1 The following provisions apply to a Participant who is
terminated by the Company unless otherwise decided by the Committee:
6.1.7.1.1 If the termination occurs in the first six months of
the Plan Year, no Award is payable;
6.1.7.1.2 If the Participant is terminated in the second half of
the Plan Year, for any reason other than cause, he or she shall be entitled to
any individual Award earned for the completed individual objectives and a pro-
rated share of the corporate portion of the Award, paid at the time Awards are
paid to active Participants.
6.1.7.2 No Award is generally paid to a Participant who voluntarily
leaves the Company in the course of the Plan Year.
6.2 Stock Options: The Committee may grant Non-Qualified Stock Options to a
Participant of the Plan.
6.2.1 The option price per share shall not be less than the Fair Market
Value of the Common Stock on the date of the grant.
6.2.2 Stock Options may be exercised with cash, stock, or a combination
of the two, provided that if shares acquired pursuant to the exercise of a stock
option are used, such shares shall be held by the Participant for a period of at
least six months before their tender to exercise additional option shares.
6.2.3 No option shall be for a term of more than ten years from the date
of the grant.
6.2.4 In the case of Normal Retirement, death or disability, a
Participant or his or her beneficiary shall have a period equal to the remaining
term of the option or five years, whichever is shorter to exercise any
outstanding options.
6.2.5 If employment is terminated for any other reason, any outstanding
stock options shall expire on the Participant's termination date.
6.2.6 No Participant may receive more than 100,000 stock options in a
single Plan Year.
6.3 Dividend Units: The Committee may grant Dividend Units to a Participant
in the Plan.
6.3.1 The amount payable to a Participant in respect to a Dividend Unit
shall be equal to the aggregate dividends payable on a share of Common Stock
during the term of the Dividend Unit. A Participant shall be deemed to have held
a Dividend Unit from the date of the Award.
<PAGE>
6.3.2 The term of a Dividend Unit shall be established by the Committee
at the time of the Award and specified in the related grant letter to the
Participant.
6.3.3 The amount payable to a Participant in respect of a Dividend Unit
shall be paid by the Company to a Participant at the end of the term of the
Dividend Unit.
6.3.4 If a Participant is terminated by the Company unless otherwise
decided by the Committee, he or she shall receive the current value of his or
her Dividend Units.
6.3.5 No Dividend Units are generally paid to a Participant who
voluntarily leaves the Company.
6.4 Performance Shares: The Committee may grant Performance Shares to
Participants in the Plan.
6.4.1 Prior to the beginning of a Plan Year, the Chief Executive Officer
shall recommend the performance period and one or more performance goals to the
Committee.
6.4.2 At the time of the grant, the Committee shall determine:
6.4.2.1 The performance period;
6.4.2.2 The performance goal or goals to be achieved for Awards to
be payable.
6.4.3 At the end of the performance period, the Committee shall
determine the level of performance versus the goal, and the portion of the
Performance Shares, if any, which shall be payable to the Participants.
6.4.4 Shares earned shall be paid as soon as practicable following the
end of the performance period.
6.4.5 Awards may be paid in cash or Common Stock of the Company, or any
combination of the two in the sole discretion of the Committee.
7. TIMING OF PAYMENTS
7.1 All cash Awards shall be paid as soon as practicable after the end of
the Plan Year to which the Award relates.
7.2 The Committee may, in its discretion, provide for the deferral of cash
Awards. The Committee shall have full discretion as to timing and payment of the
deferrals, and what rate of return, if any, shall be credited to such deferrals,
provided, however:
7.2.1 Any election by a Participant to defer an Award must be made prior
to the commencement of the Plan Year to which the Award pertains.
7.2.2 The Committee may take no action which would result in the Plan
being subject to the provisions of the Employee Retirement Income Security Act
of 1974 as amended.
8. SHARES RESERVED
8.1 Any shares remaining pursuant to the 1993 Management Incentive Plan
shall be allocated to this Plan.
8.2 Each Fiscal Year, including the year in which the Plan is first adopted,
the Company shall add to the shares reserved under the Plan One and One-quarter
percent (1.25%) of the issued Common Stock of the Company.
8.3 Common Stock may be issued from authorized but unissued shares or out of
shares held in the Company's treasury, or both.
<PAGE>
9. AMENDMENTS
All amendments to the Plan shall be in writing and shall be effective when
approved by the Board, provided that no amendment shall be made to increase the
number of shares of Common Stock authorized or available under the Plan.
10. OTHER PROVISIONS
10.1 Corporate and individual performance objectives, the manner in which
performance cash Awards may be earned and the stock options, Dividend Units and
Performance Shares granted shall be communicated to the Participant at the
beginning of the Plan Year. The actual performance cash Award earned shall be
communicated to the Participant as soon as practicable after the end of the Plan
Year. The actual number of Performance Shares earned shall be communicated to
the Participant as soon as practicable after the end of a performance period.
10.2 The following provisions shall apply to all Common Stock, stock
options, Performance Shares and Dividend Units authorized for issuance under the
Plan.
10.2.1 In the event of a stock split, stock dividend, or other
subdivision or combination of the Common Stock of the Company, the number of
shares of Commons Stock authorized under the Plan shall be adjusted
proportionately. Similarly, in any event above mentioned, there will be a
proportionate adjustment in the number and exercise price of shares of Common
Stock subject to unexercised stock options, Performance Shares and Dividend
Units.
10.2.2 If the outstanding shares of Common Stock are changed or
converted into or exchanged or exchangeable for a different number or class of
shares or other security of the Company or of another corporation by reason of a
reorganization, merger, consolidation, reclassification, or combination, an
appropriate adjustment shall be made by the Board in the number and kind of
shares for which options, Dividend Units or Performance Shares were granted
pursuant to the Plan.
10.3 No performance cash Award, Stock Option, Dividend Unit or Performance
Share awarded shall be construed as imposing an obligation on the Company to
continue the Participant's employment with the Company.
10.4 No performance cash Award, stock option, Dividend Unit, or Performance
Share awarded pursuant to the Plan shall be transferable or assignable by a
Participant other than by will or laws of descent and distribution, and during
the lifetime of the Participant shall be exercisable by, and payable only to the
Participant.
10.5 The Company shall have the right to deduct from all performance cash
Awards, Dividend Units and Performance Share Awards paid hereunder any Federal,
state or local taxes required by law to be withheld, and with respect to stock
options to require the payment of any such taxes.
10.6 If approved by the shareholders, the Plan will become effective
immediately. Performance objectives, stock options and Dividend Unit grants may
be made prior to, but contingent on, shareholder approval of the Plan.
10.7 The Board may terminate the Plan at any time, but no such termination
by the Board shall adversely affect the rights of the Participants under the
Plan with respect to outstanding Stock Options, Dividend Units, Performance
Shares and deferred performance cash Awards.
10.8 This Plan shall be construed in accordance with, and governed by, the
laws of the state of New Jersey.
11. EFFECTIVE DATE
This Plan shall be effective January 1, 1997, subject to shareholder
approval at the Company's 1997 annual shareholder meeting.
<PAGE>
EXHIBIT 4(g)
AMENDMENT NO. 1 TO
GOVERNANCE AGREEMENT
This Amendment No. 1 (this "Amendment") to the Governance Agreement (as
hereinafter defined), between United Water Resources Inc., a New Jersey
corporation ("UWR"), and Lyonnaise American Holding, Inc., a Delaware
corporation (the "Stockholder"), is dated as of June 27, 1996.
WITNESSETH
----------
WHEREAS, UWR and the Stockholder are parties to a Governance Agreement
dated and effective as of April 22, 1994 (the "Governance Agreement"); and
WHEREAS, UWR and the Stockholder and/or certain affiliated and associated
companies of such parties propose to enter into a United Kingdom partnership and
certain related contractual and financial arrangements providing, among other
things, for the indirect investment by UWR in the stock of Northumbrian Water
Group plc which, in turn, owns the stock of certain water, waste water and other
companies (said partnership and contractual and financial arrangements, and the
relationships created thereby and any business and operations conducted pursuant
thereto, being collectively referred herein as the "Northumbrian Transaction");
and
WHEREAS, UWR is willing to enter into the Northumbrian Transaction only
upon fulfillment of certain conditions, including, without limitation, the
clarification of certain implications of the Northumbrian Transaction under the
Governance Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the parties hereto agree
as follows:
1. Amendments. The Governance Agreement shall be amended as follows:
-----------
(a) Section 3.5(a) The following sentence shall be added at the end of
--------------
Section 3.5(a): "It is understood and agreed that Unrelated Business shall in
any event exclude the Northumbrian Transaction (as defined in Amendment No. 1 to
this Agreement, dated as of June 27, 1996)."
(b) Section 6.1(d) The term "(ii)" in Section 6.1(d) shall be replaced
--------------
with the term "(iii)", and a comma and the following phrase shall be added after
the word "Closing" and before the word "or" appearing at the end of clause (i)
in Section 6.1(d): "(ii) the investment or involvement of UWR or any affiliated
or associated Person in the Northumbrian Transaction (as defined in Amendment
No. 1 to this Agreement, dated as of June 27, 1996)".
2. Continued Effect. Except for the amendments of the Governance
-----------------
Agreement provided for above, all terms, provisions, covenants, representations,
warranties, agreements and conditions contained in the Governance Agreement
remain in full force and effect and shall not be deemed to be waived, modified
or amended hereby.
3. Effectiveness. This Amendment shall become effective upon the
--------------
execution and delivery hereof by both of the parties hereto.
4. Governing Law. This Amendment shall be governed by and construed and
--------------
enforced in accordance with the internal laws of the State of New Jersey.
5. Counterparts. This Amendment may be executed by the parties hereto in
-------------
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, UWR and the Stockholder have caused this Amendment to
be duly executed by their respective authorized officers as of the date set
forth at the head of this Amendment.
UNITED WATER RESOURCES INC.
By: /s/ Donald L. Correll
---------------------
Name: Donald L. Correll
-------------------
Title: Chairman and CEO
------------------
LYONNAISE AMERICAN HOLDING, INC.
By: /s/ Joseph M. Boyle
--------------------
Name: Joseph M. Boyle
------------------
Title: Vice President - Finance
---------------------------
Lyonnaise represents and warrants that the agreement of Lyonnaise to this
Amendment set forth below has been duly executed and delivered by Lyonnaise and,
assuming due authorization and valid execution and delivery of this Amendment by
UWR and the Stockholder, such Amendment is a valid and binding obligation of
Lyonnaise, enforceable in accordance with its terms. Lyonnaise agrees, and
agrees to cause each Lyonnaise Affiliate, to be bound by those provisions of
this Amendment binding on or applying to the Stockholder or the Stockholder
Affiliates.
Lyonnaise des Eaux
By: /s/ Guy de Panafieu
----------------------
Name: Guy de Panafieu
--------------------
Title: Senior Executive Vice President
-----------------------------------
<PAGE>
EXHIBIT 5(a)
LeBOEUF, LAMB, GREENE & MacRAE, L.L.P.
A Limited Liability Partnership
Including Professional Corporations
125 West 55th Street
New York, New York 10019
June 27, 1997
United Water Resources, Inc.
200 Old Hook Road
Harrington Park, New Jersey 07640
Re: Registration Statement on Form S-8 , Covering 1,500,000 Shares
of Common Stock, No Par Value, and 1,500,000 Series A Participating
Preferred Stock Purchase Rights, To Be Issued Under Management
Incentive Plan
---------------------------------------------------------------------
Ladies and Gentlemen:
We are acting as counsel to United Water Resources Inc. (the "Company") in
connection with the Company's Management Incentive Plan (the "Plan"). This
opinion is being furnished to the Company in connection with the filing of a
Registration Statement by the Company under the Securities Act of 1933, as
amended (the "Act"), on Form S-8 (the "Registration Statement"), providing for
the registration of 1,500,000 shares of the Company's Common Stock, no par value
(the "Stock"), and 1,500,000 Series A Participating Preferred Stock Purchase
Rights (the "Rights"), each such Right being attached to each share of Stock,
all pursuant to the Plan.
In connection with this opinion, we have examined the Registration
Statement and originals, or copies certified or otherwise identified to our
satisfaction, of the Rights Agreement, dated as of July 12, 1989, as amended, by
and between the Company and First Interstate Bank of California (formerly known
as First Interstate Bank, Ltd.), as Rights Agent, together with the exhibits
thereto (the "Rights Agreement"), pursuant to which the Rights were created, and
such instruments, certificates, records and documents, and such matters of law,
as we have deemed necessary or appropriate for purposes of this opinion. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the originals of such latter documents. As to any facts material to our
opinion, we have relied upon the aforesaid Registration Statement, Rights
Agreement, instruments, certificates, records and documents.
We have assumed without investigation that the Rights Agent had the power
and authority to execute and deliver the Rights Agreement, that such execution
and delivery were duly authorized, that the Rights Agreement constitutes and
will constitute the legal, valid and binding obligation of the Rights Agent,
enforceable in accordance with its terms, that the form of instrument used to
evidence the Rights after severance from the Common Stock would comport with the
Form of Right Certificate appended as Exhibit B to the Rights Agreement and that
the terms and conditions of the Rights will continue to be incorporated by
reference into certificates representing the Common Stock.
Upon the basis of such examination, and subject to the limitations and
qualifications contained in this opinion, we are of the opinion that, when the
Registration Statement becomes effective, and assuming that (i) it remains
continuously effective for the purpose of the offer and sale of the Stock and
the Rights, (ii) shares of the Stock are duly credited to the Plan participants
by the agent for the participants and, with respect to certificated shares of
the Stock, the certificates representing such shares in substantially the form
currently employed and incorporating the terms of the Rights by reference are
duly executed, countersigned, registered and delivered, and, in each case, the
consideration therefor is received by the Company and (iii) the pertinent
provisions of the Act and such "blue-sky" and securities laws as may be
applicable have been complied with, (a) the Stock will be validly issued, fully-
paid and non-assessable under the laws of the State of New Jersey, and (b) the
Rights associated therewith will be legal and binding obligations of the Company
under the laws of the State of New Jersey.
<PAGE>
We hereby consent to the use of this opinion letter as Exhibit 5(a) to this
Registration Statement, and to the use of our name in the Registration Statement
and the Prospectus contained in the Registration Statement and in any amendments
thereof or supplements thereto.
Very truly yours
/s/ LeBoeuf, Lamb, Greene, & MacRae, L.L.P.
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 20, 1997
appearing on page 27 of the United Water Resources' Annual Report on Form
10-K for the year ended December 31, 1996.
/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
New York, NY
June 27, 1997
<PAGE>
EXHIBIT 24(b)
UNITED WATER RESOURCES INC.
---------------------------
Extract from Minutes of Meeting of Board of Directors
held Thursday, January 23, 1997
-------------------------------
The undersigned, Allan D. Shakley, Assistant Secretary of UNITED WATER
RESOURCES INC., hereby certifies that the following is a true and correct copy
of an extract from the Minutes of a meeting of the Board of Directors of UNITED
WATER RESOURCES INC. held on Thursday, January 23, 1997, at which time a quorum
was present and voting throughout:
RESOLVED, that the Company's Management Incentive Plan be amended as recommended
by the Compensation Committee on January 23, 1997. The amended Management
Incentive Plan (the "Plan") will be effective January 1, 1997, subject to
approval of the Company's shareholders and registration to the extent
required by law; and be it further
RESOLVED, that the Plan is to be an unfunded non-qualified plan; and be it
further
RESOLVED, that shares equal to 1.25% of the Company's issued and outstanding
Common Stock, no par value per share (the "Additional Common Stock"),
(every reference to the term Additional Common Stock shall include the
Company's Series A Participating Preferred Stock Purchase Rights
appertaining thereto), be and they hereby are added to the shares reserved
for issuance in connection with the Plan each year subject to subsequent
approval by the shareholders of the Company of the Plan and registration to
the extent required by law; and be it further
RESOLVED, that the officers of the Company be and they are, and each of them
singly is, hereby authorized to cause to be prepared a Registration
Statement of the Company on Form S-8 (or any other form as may be
appropriate) for the registration under the Securities Act of 1933, as
amended, of the Plan and the Additional Common Stock; and that the officers
of the Company are hereby authorized to execute in the name and on behalf
of the Company such Registration Statement and such other documents or
instruments and any amendments thereto or other documents pertaining
thereto, and, when so executed on behalf of the Company, and by the proper
officers of the Company and a majority of its directors, to file said
Registration Statement with the Securities and Exchange Commission; and be
it further
RESOLVED, that any and all actions by the officers of the Company, and each
of them singly is, previously taken to cause to be prepared, executed and
filed an application with the New York Stock Exchange, Inc. for the listing
of the Additional Common Stock on such Exchange is hereby ratified and
approved; ;and that the officers of the Company, and counsel to the
Company, be and they are, and each of them singly is, hereby authorized to
appear before officials of such Exchange with authority to make such
additions, deletions or other changes in such application and to take such
actions as in his discretion may be necessary to effect such listing; and
be it further
RESOLVED, that the Company hereby constitutes and appoints Donald L.
Correll, John J. Turner, E. Ellsworth McMeen, III and Allan D. Shakley, and
each of them (with full power to each of them to act alone), its true and
lawful attorney-in-fact and agent for it and on its behalf and in its name,
place and stead, to sign, execute and file in connection with the Plan the
Registration Statement and any and all amendments and supplements thereto
and documents required in connection therewith, granting unto said
attorneys, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same as fully and to all
intents and purposes as this Company might or could do; and be it further
RESOLVED, that the officers of the Company be and they are, and each of them
singly is, hereby authorized to take any and all action and furnish any and
all information which, in the judgment of the officer taking the action, is
necessary, useful or appropriate in order to render eligible for offering
and sale under the so-called Blue Sky or securities laws of any of the
states of the United States of America the Additional Common Stock,
including, but without limiting the foregoing, making applications for and
obtaining permits, orders, authorizations or exemptions or effecting
qualifications or registrations under such Blue Sky or securities laws
whether relating to the Additional Common Stock or to the Company as an
issuer, broker, dealer or seller of such securities and in that connection,
executing and filing such documents, including consents to service of
process or the appointment of agents to receive service of process, and
making such agreements as may appear necessary, useful or appropriate; and
be it further
<PAGE>
RESOLVED, that the officers of the Company be and they are, and each of them
singly is, hereby authorized and directed, upon receipt by the Company of
payment in full for the Additional Common Stock pursuant to the terms of
the Plan, to cause to be issued on behalf of the Company, such additional
Common Stock as contemplated under the Plan, all shares so issued
constituting fully paid and non-assessable shares; and be it further
RESOLVED, that the proceeds from the sale of Additional Common Stock be used for
general corporate purposes; and be it further
RESOLVED, that ChaseMellon Shareholder Services L.L.C., Transfer Agent for
shares of Common Stock of the Company, is hereby authorized and requested
to issue, countersign and deliver, in accordance with the order or orders
of the Company evidenced by a writing or writings signed by the Company's
Chairman of the Board of Directors, the President, the Treasurer, the
Secretary or any Assistant Secretary certificates for up to a cumulative
total of 1.25% of Company's issued and outstanding Common Stock, no par
value per share per year of the Plan, to the extent certificates are
required pursuant to the Plan; and be it further
RESOLVED, that ChaseMellon Shareholder Services L.L.C., Registrar for shares of
Common Stock of the Company, is hereby authorized and requested to register
and countersign certificates for the Additional Common Stock when issued
and countersigned by the Transfer Agent; and be it further
RESOLVED, that when and as certificates of the Additional Common Stock of the
Company may hereafter be surrendered to ChaseMellon Shareholder Services
L.L.C., as Transfer Agent for the Company's Common Stock, properly endorsed
for transfer, said Bank is hereby authorized and requested to issue and
countersign new certificates for the same number of shares of Common Stock
of the Company in the name or names of the transferee or transferees and
ChaseMellon Shareholder Services L.L.C., as Registrar for the Company's
Common Stock, is hereby authorized and requested to register and
countersign such new certificates when and as the same are issued by
ChaseMellon Shareholders Services L.L.C., as Transfer Agent; and be it
further
RESOLVED, that the officers of the Company be and they are, and each of
them singly is, hereby authorized and directed on behalf of the Company to
do all acts and things and to execute any and all documents that may be
necessary or, in the opinion of the officer so acting, desirable or
expedient in connection with the issue and sale of Additional Common Stock
and to employ such counsel, financial advisors and assistants as may be
deemed necessary or expedient by them, or any of them, to accomplish the
purposes of these resolutions; and be it further
RESOLVED, that the officers of the Company be and they are, and each of them
singly is, hereby authorized and directed to do and perform all such acts
and things and to sign all such documents and to take all such other steps
as may be necessary, advisable or convenient and proper to carry out the
intent of the foregoing resolutions.
WITNESS, my hand and seal of the Company this 23rd day of June, 1997.
/s/ Allan D. Shakley
---------------------------
Assistant Secretary
