<PAGE>
As filed with the Securities and Exchange Commission on May 3, 1999.
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
UNITED WATER RESOURCES INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2441477
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 Old Hook Road
Harrington Park, NJ 07640
(201) 784-9434
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------
Allan D. Shakley
United Water Resources Inc.
200 Old Hook Road
Harrington Park, NJ 07640
(201) 767-2897
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
E. Ellsworth McMeen, III, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
---------------
Approximate date of commencement of proposed sale to the public: On and
after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Each Class of Amount to be Offering Price Offering Registration
Securities to be Registered Registered(1) Per Unit(2) Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, no par value............. 5,000,000 Shares $20.8125 $104,062,500 $30,699
- ----------------------------------------------------------------------------------------------------
Series A Participating Preferred
Stock Purchase Rights (3)............. 5,000,000 Rights -- -- --
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</TABLE>
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered
or issued in connection with a stock split, stock dividend or similar
transaction.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low prices of
the Company's Common Stock as reported in the consolidated reporting system
on April 28, 1999.
(3) Since no separate consideration is paid for the Preferred Stock Purchase
Rights, the registration fee is included in the Common Stock fee.
Pursuant to Rule 429, the prospectus filed as part of this registration
statement is being filed as a combined prospectus in connection with this
registration statement and Registration Statement File No. 33-61617.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PROSPECTUS (Subject to Completion)
Dated May 3, 1999
United Water Resources Inc.
Dividend Reinvestment and Stock Purchase Plan
5,000,000 Shares
The United Water Resources Dividend Reinvestment and Stock Purchase Plan is
a simple and convenient method of purchasing United Water Resources common
stock. The Plan is open to:
. our common stockholders of record
. customers and employees of participating subsidiaries and non-
regulated contract operations.
If you participate in the Plan, you may
. reinvest dividends on some or all common stock you hold registered in
your name
. make cash payments to purchase additional common stock
. purchase common stock with no brokerage commissions or service fees.
Dividends on all common stock held in your plan account are automatically
reinvested.
The minimum cash payment is $25. The maximum cash payment is $3,000 in a
calendar quarter.
Our common stock is listed on the New York Stock Exchange under the symbol
"UWR". The reported last sale price of our common stock on the New York Stock
Exchange on April 26, 1999 was $20.8125 per share.
The Plan does not offer direct purchase to the general public.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
May , 1999
<PAGE>
In this prospectus, "we", "us" and "our" refer to United Water Resources
Inc. and its subsidiaries, unless the context otherwise requires.
ABOUT UNITED WATER RESOURCES
United Water Resources is a New Jersey corporation. Its principal executive
office is at 200 Old Hook Road, Harrington Park, NJ 07640, telephone number
201-784-9434.
United Water Resources is a holding company primarily engaged in water-
related businesses. As the nation's second largest investor-owned water
services company, through our regulated utilities and non-regulated contract
operations, we provide water and wastewater utility services in 19 states.
The Company also has investments in water services in Canada, Mexico and the
United Kingdom. In addition, we own and manage real estate investments through
a wholly-owned subsidiary.
THE PLAN
You may enroll in the Plan at any time. Participation in the Plan is
voluntary, and you may discontinue your participation at any time. Before
enrolling in the Plan, please read this prospectus carefully.
PARTICIPATION IN THE PLAN
Stockholders
Any stockholder of record may enroll in the Plan. If your stock is held in a
brokerage account ("street name"), you must ask your broker to register at
least one share in your name in order to participate in the Plan. Dividends on
shares that remain in street name cannot be reinvested.
Complete a Stockholder Authorization Form and return it to the plan
administrator. You can obtain this form from the plan administrator or our
Investor Relations Department.
Customers
Any customer of a participating subsidiary or non-regulated contract
operation may enroll in the Plan. We determine which of our subsidiaries or
non-regulated contract operations are eligible to participate in the Plan.
Please contact our Investor Relations Department to determine if you are
eligible.
Complete a Customer Enrollment Card and Substitute Form W-9 and return the
forms to the plan administrator along with your initial cash payment. You can
obtain an Enrollment Package, which includes all forms necessary from our
Investor Relations Department.
Employees
Any employee of a participating subsidiary or non-regulated contract
operation may enroll in the Plan. We determine which of our subsidiaries or
non-regulated contract operations are eligible to enroll in the Plan. Please
contact our Investor Relations Department to determine if you are eligible.
Complete an Enrollment Card, Substitute Form W-9 and payroll deduction card
(if you wish to authorize payroll deductions) and return the forms to the
Investor Relations Department (not to the plan administrator) along with your
initial cash payment. You can obtain all forms from our Investor Relations
Department.
2
<PAGE>
----------------
If we think that any participant is using the Plan in a manner that is not
in our best interests, we may, at our sole discretion, terminate that
participant's account at any time.
----------------
WHEN TO ENROLL
Dividend Reinvestment
You must submit your Stockholder Authorization Form at least one business
day prior to a dividend record date to ensure that the dividend will be
reinvested. If you submit your form after that day, we will pay the dividend in
cash, and reinvestment will begin on the following dividend payment date.
Optional Cash Payments
If you begin your participation with optional cash payments, you must submit
your Stockholder Authorization Form, if you are a stockholder of record, or
your Enrollment Form, if you are an eligible customer or employee and your
initial cash payment before the cash deadline in order for the plan
administrator to process them in the next month's purchase. See OPTIONAL CASH
PAYMENTS.
ADMINISTRATION OF THE PLAN
ChaseMellon Shareholder Services, L.L.C. is the plan administrator and agent
for participants in the Plan. ChaseMellon purchases common stock for
participants, holds stock in the Plan, keeps a record of all plan accounts,
sends account statements to participants and performs other administrative
duties.
You may contact the plan administrator at:
ChaseMellon Shareholder Services, L.L.C.
P.O. Box 3336
South Hackensack, NJ 07606-1936
Attention: United Water Resources Dividend Reinvestment and Stock Purchase Plan
Telephone 1-800-230-2685
1-800-231-5469 (for hearing or speech impaired)
Web site--www.chasemellon.com
You may also contact our Investor Relations Department at:
United Water Resources Inc.
200 Old Hook Road
Harrington Park, NJ 07640
Telephone 201-767-2811
E-mail at [email protected]
INVESTMENT OPTIONS
Once you have enrolled in the Plan, you have the following options:
. Full Dividend Reinvestment --the plan administrator will reinvest
100% of your dividends in additional common stock.
. Partial Dividend Reinvestment--the plan administrator will reinvest
a portion of your dividends in additional common stock and send the
rest of the dividend to you in cash.
. Optional Cash Payments--the plan administrator will purchase common
stock with your optional cash payments whether or not you decide to
reinvest your dividends.
3
<PAGE>
All Plan options allow you to purchase common stock with optional cash
payments. See OPTIONAL CASH PAYMENTS.
The plan administrator will automatically reinvest dividends on all common
stock held in book-entry in your plan account. Your choice of one of the above
options determines whether dividends on any certificate shares you hold are
paid in cash or reinvested into additional common stock.
You may change investment options at any time by completing a new
Stockholder Authorization Form and returning it to the plan administrator. See
WHEN TO ENROLL.
OPTIONAL CASH PAYMENTS
When
You must submit cash payments no later than the cash deadline. The cash
deadline is the fifth day prior to the first business day of a month. No one
will pay interest on optional cash payments pending their investment into
common stock.
How Much
You may make any number of optional cash payments in each calendar year. The
amount of each optional cash payment may vary, but each optional cash payment
must be at least $25 per payment and may not exceed $3,000 per calendar
quarter.
The plan administrator will return to you all optional cash payments of less
than $25 per payment or in excess of $3,000 per calendar quarter.
How to Make
Please send personal checks or money orders. Do not send cash or third party
checks. Make your check or money order payable to CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
In order to assure credit to the correct account, submit your optional cash
payments with the appropriate section of your account statement. Mail your
optional cash payments to the plan administrator.
Customers should not include optional cash payments with their water bill
payment.
Payroll Deductions
An employee may authorize optional cash payments through payroll deductions.
Complete a Payroll Deduction Form, available through our Investor Relations
Department or Human Resources Department, and send it to our Human Resources
Department.
We will deduct the whole dollar amount you indicate from your payroll and
submit the money to the plan administrator for investment through the Plan. The
following table shows the minimum and maximum payroll deductions:
<TABLE>
<CAPTION>
Payroll Timing Minimum Maximum
-------------- ------- -------
<S> <C> <C>
Weekly.................................................... $ 5.00 $200.00
Bi-weekly & Semi-monthly.................................. $10.00 $400.00
</TABLE>
We must receive your Payroll Deduction Form at least two weeks before the
pay period for which you wish to begin deductions. Once authorized, payroll
deductions will continue until you change or terminate them.
4
<PAGE>
Employees may also make optional cash payments directly. They must be at
least $25 per payment and may not exceed $3,000 in a calendar quarter,
including payroll deductions for that quarter. If you have authorized payroll
deductions, please contact our Investor Relations Department before making an
optional cash payment.
If we think that any participant is using the optional cash feature in a
manner that is not in our best interests, all or a portion of your payment may
be returned to you.
HOW COMMON STOCK IS PURCHASED AND CREDITED TO YOUR ACCOUNT
The plan administrator may purchase common stock for the Plan directly from
us or on the open market. We decide on the source of the common stock.
If we decide to use open market purchases, the plan administrator will
purchase common stock on the open market as necessary to meet the requirements
of the Plan. We will not exercise any control or influence over the prices,
amounts, timing or manner of purchases made by the plan administrator on the
open market.
You may not specify the number of shares to be purchased, the purchase price
or the timing of any purchase.
The plan administrator will credit your plan account with the number of full
and fractional shares purchased computed to four decimal places. The number of
shares purchased will be based on the sum of all dividends and optional cash
payments invested divided by the applicable share price.
WHEN COMMON STOCK IS PURCHASED FOR YOUR ACCOUNT
Reinvested Dividends
<TABLE>
<CAPTION>
Type of Purchase When Purchased
---------------- --------------
<C> <S>
Original issue stock or treasury stock On the dividend payment date or the
next succeeding trade date for the
common stock--generally the first
business day of March, June, September
and December.
Open market purchases Within 30 days after the dividend
payment date. The plan administrator
will determine the exact time of open
market purchases and will purchase
common stock as promptly as possible.
</TABLE>
Optional Cash Payments
<TABLE>
<CAPTION>
Type of Purchase When Purchased
---------------- --------------
<C> <S>
Original issue stock or treasury stock The first trade day following the month
in which optional cash payments are
received.
Open market purchases Within 35 days after the cash deadline
date. The plan administrator will
determine the exact time of open market
purchases and will purchase common
stock as promptly as possible.
</TABLE>
For all open market purchases, if for any reason the purchase is not made
during the period, your uninvested funds will be returned.
PRICE OF COMMON STOCK
Discretionary Discount
We may, from time to time, offer a discount of between 1% and 10% on the
purchase of original issue stock through the Plan. Currently, there is no
discount. If we decide to offer a discount, we will notify you.
5
<PAGE>
Original Issue Stock
The price of common stock that the plan administrator purchases directly
from us is the average of the daily high and low sale prices of our common
stock as traded on the New York Stock Exchange for each of five days in the
month immediately preceding the dividend payment date or optional cash payment
purchase date. The plan administrator randomly chooses the five days in the
month. The purchase price is computed to four decimal places.
Open Market Purchases
The price of common stock that the plan administrator purchases on the open
market is the weighted average price of all common stock purchased for the Plan
during the investment period. The purchase price is computed to four decimal
places. We pay all brokerage fees and commissions in connection with open
market purchases.
See FEDERAL INCOME TAX CONSEQUENCES.
STOCK CERTIFICATES
All common stock purchased through the Plan will be credited to your plan
account and held in book-entry form.
You may request a stock certificate for all or a portion of the full shares
in your account at any time. To request a certificate, complete the form on
your account statement or write to the plan administrator. The plan
administrator will issue the certificate in your name at no charge. We cannot
issue a certificate for a fractional share of common stock.
You may not pledge stock held in your plan account. If you want to pledge
your plan stock, you must request that a certificate be issued in your name.
COSTS TO PARTICIPANTS
We will pay all expenses and fees for the
.reinvestment of dividends
.investment of optional cash payments
.issuance of stock certificates and
.administration of the Plan.
There is no commission or service charge of any kind in connection with the
purchase of common stock under the Plan. If you elect to sell common stock, you
will pay all brokerage commissions and transfer taxes. The plan administrator
will deduct these amounts from the proceeds of the sale.
WITHDRAWAL FROM THE PLAN
You may withdraw from the Plan at any time.
If you withdraw from the Plan, you may
. sell all shares held in the Plan through the plan administrator or
. have a certificate issued to you for all full shares in your plan
account and cash for the fractional share.
6
<PAGE>
To withdraw from the Plan complete the form on your account statement or
write to the plan administrator. If you choose to sell all your plan shares,
the plan administrator can arrange for the sale and will send you a check for
the proceeds of the sale. The plan administrator will arrange to sell stock as
soon as practicable. The sale price will be the weighted average market price
of all shares sold for plan participants on the date of sale. You are
responsible for paying the brokerage commissions and any transfer tax. These
amounts will be deducted from the check for the proceeds of the sale.
If you choose to have a certificate issued for your plan shares, the plan
administrator will arrange for the sale of any fractional share and have a
certificate issued to you for all full shares.
If the plan administrator receives your request for withdrawal from the
Plan on or before the record date for any dividend payment, the plan
administrator will terminate the dividend reinvestment feature before that
dividend is reinvested. If the plan administrator receives your request after
the record date for any dividend payment, the plan administrator will reinvest
the dividend and then process your request for withdrawal as promptly as
possible.
If you sent in an optional cash payment prior to your request to withdraw
from the Plan, you must specifically request the return of the optional cash
payment no later than one business day prior to the cash deadline for the
month. Otherwise, the plan administrator will invest the optional cash payment
and then process your request for withdrawal.
Employees
An employee withdrawing from the Plan must first stop payroll deductions by
sending the Payroll Deduction Form to our Human Resources Department.
Termination of payroll deductions normally takes effect with the next pay
period. You must also notify the plan administrator in writing as described
above.
SALE OF SHARES
To Sell All Stock Held In The Plan
To sell all plan shares, you must complete the form on your account
statement or write to the plan administrator.
Selling all plan shares terminates your participation in the Plan. See
WITHDRAWAL FROM THE PLAN.
To Sell Less Than All Stock Held In The Plan
The plan administrator will not arrange to sell less than all stock
credited to your plan account. If you wish to sell less than all of your plan
shares and continue to participate in the Plan, you should request that a
stock certificate be issued in your name for the number of shares you wish to
sell. You may then sell these shares through a broker.
ACCOUNT STATEMENT
The plan administrator will furnish you with account statements when
dividends have been reinvested or shares of common stock have been purchased
with optional cash payments.
The account statement provides you with cumulative transaction information
on your account for the calendar year. You should retain these statements for
income tax purposes. The account statement is your only record of plan
activity.
We will also send you income tax information for reporting your
participation in the Plan.
7
<PAGE>
FEDERAL INCOME TAX INFORMATION
This section is only a summary of federal tax consequences of participating
in the Plan. It does not cover state and local tax laws. You should consult
your tax advisor to determine the tax consequences of participating in the
Plan.
Be sure to keep your account statements for income tax purposes.
For federal income tax purposes, all dividends paid to you, whether or not
they are reinvested, are considered taxable income to you in the year they are
paid.
In the case of reinvested cash dividends used to purchase common stock on
the open market, you will be treated for federal income tax purposes as having
received a distribution in an amount equal to the cash dividend used to
purchase the common stock. All brokerage commissions that we pay when you buy
stock through the Plan are considered distributions and together with the cash
dividend must be reported as taxable income to you. Your basis in the stock
will be equal to the cash dividend and the brokerage commissions.
For federal income tax purposes, if you purchase shares of common stock at a
discount with optional cash payments, you will be treated as having received a
taxable distribution. This distribution is equal to the difference between the
fair market value of the stock on the cash payment purchase date and the
optional cash payment.
In the case of reinvested cash dividends used to purchase original issue
stock, you will be treated for federal income tax purposes as having received a
distribution in an amount equal to the fair market value on the dividend
payment date of the common stock credited to your plan account. Your tax basis
in the common stock will be equal to the amount of the distribution received.
The holding period for common stock acquired under the Plan begins the day
after the common stock is allocated and credited to your plan account.
If you receive, upon withdrawal from or termination of the Plan, a cash
adjustment for a fraction of a share credited to your account, you will realize
a gain or loss with respect to that fraction. You will also realize gain or
loss when you authorize the sale of stock when withdrawing from the Plan, or
when you sell stock yourself after the shares have been withdrawn from the
Plan.
Dividends that are reinvested pursuant to the Plan may be subject to
withholding tax, unless you (a) are a corporation or other form of exempt
entity or (b) provide the plan administrator with your taxpayer identification
number and otherwise comply with backup withholding rules. The plan
administrator is required to withhold from dividends the appropriate amount of
tax.
If you are a foreign participant receiving dividends subject to U.S. income
tax withholding, the dividends will be reinvested after the appropriate
withholding tax is deducted.
ADDITIONAL INFORMATION
Company Reports
You will receive copies of the same communications we send to our
stockholders each year. These communications may include
.interim reports
.annual report and
.notice of annual meeting and proxy statement.
Voting
You will receive a proxy for the total number of shares of common stock held
in your plan account and shares that are not in your plan account for which you
hold certificates.
8
<PAGE>
Rights Offering
If we have a rights offering, you will receive rights based on the number of
shares credited to your plan account. Rights certificates for the nearest
number of whole shares will be mailed to you at your account address.
Stock Dividends Or Stock Splits
If we declare a stock dividend or stock split, the plan administrator will
credit your plan account with the additional shares.
Responsibilities Of United Water Resources And The Plan Administrator
Neither United Water Resources nor the plan administrator is liable for any
act or failure to act done in good faith in administering the Plan. This
includes, without limitation, any claim of liability relating to
. failure to terminate your account upon your death prior to receiving
written notice of your death
. the prices at which common stock is purchased or sold
. any changes in the market value of our common stock.
This immunity does not relieve us of any liability for violations of applicable
federal securities laws.
Neither United Water Resources nor the Plan Administrator can assure you of
a profit or protect you against a loss on the common stock you purchase under
the Plan.
The payment and amount of future dividends will depend upon our future
earnings, financial condition and other factors.
Changes To The Plan
We may change the terms of the Plan or terminate the Plan at any time. We
will notify you of any material changes to the Plan.
WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other information
with the SEC. You may read and copy these reports at any of the facilities
listed below:
<TABLE>
<CAPTION>
Public Reference
Facilities Regional Office Regional Office
---------------- ---------------------- --------------------
<S> <C> <C>
450 Fifth Street, N.W. 500 W. Madison Street 7 World Trade Center
Washington, D.C. 20549 Suite 1400 Suite 1300
Chicago, IL 60661-2511 New York, NY 10048
</TABLE>
You may obtain copies of our filed reports from the SEC upon payment of a
duplicating fee. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference facilities. The SEC maintains an Internet site that
contains reports, proxy and information statements and other information about
issuers that file automatically. The address of that site is
http://www.sec.gov.
This prospectus is part of a registration statement that we filed with the
SEC. This prospectus does not contain all information or exhibits to the
registration statement. You may inspect the registration statement and exhibits
without charge at the SEC's office, 450 Fifth Street, N.W., Washington, D.C.
20549, and you may obtain copies upon payment of a duplicating fee.
9
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
to those documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by
reference the following documents that we filed with the SEC (SEC file number
1-8586):
. Annual Report on Form 10-K for the year ended December 31, 1998;
. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
. Description of our common stock, no par value, contained in the
registration statement on Form 8-B filed October 11, 1983 under the
Securities Exchange Act of 1934 and any amendments thereto;
. Description of our preferred stock purchase rights, no par value,
contained in the registration statement on Form 8-A filed July 25,
1989 under the Securities Exchange Act of 1934 and any amendments
thereto; and
. All documents we file under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this
prospectus and before we terminate the offering.
You may request a copy of any of these documents at no cost by writing or
calling:
Allan D. Shakley, Assistant Secretary
United Water Resources Inc.
200 Old Hook Road
Harrington Park, NJ 07640
Telephone 201-767-2897
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
other information.
USE OF PROCEEDS
We will receive no proceeds when the plan administrator purchases common
stock for the Plan on the open market. When the plan administrator purchases
common stock for the Plan directly from us, we will use the proceeds for
general corporate purposes.
LEGAL OPINIONS
LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership
including professional corporations, has given us their opinion on the validity
of the common stock being offered under the Plan. Douglas W. Hawes, Esq., of
counsel to that firm, is a director and Secretary of United Water Resources
Inc., and Alan M. Berman, Esq., a member of that firm, is a director of United
Properties Group Inc., a wholly-owned subsidiary of United Water Resources Inc.
EXPERTS
The financial statements incorporated in this prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 1998, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
10
<PAGE>
INDEMNIFICATION
The SEC has taken the position that indemnifying directors, officers and
controlling persons of United Water Resources for liabilities under the
Securities Act is against public policy. In addition, according to SEC
requirements, we will not make any indemnification payment described above
unless a court of competent jurisdiction has determined that the
indemnification is not against public policy.
11
<PAGE>
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- -------------------------------------------------------------------------------
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell shares of common stock
and seeking offers to buy shares of common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus
is accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or any sale of the common stock.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About United Water Resources............................................... 2
The Plan................................................................... 2
Participation in the Plan................................................ 2
When to Enroll........................................................... 3
Administration of the Plan............................................... 3
Investment Options....................................................... 3
Optional Cash Payments................................................... 4
How Common Stock is Purchased and Credited to Your Account............... 5
When Common Stock is Purchased for Your Account.......................... 5
Price of Common Stock.................................................... 5
Stock Certificates....................................................... 6
Costs to Participants.................................................... 6
Withdrawal from the Plan................................................. 6
Sale of Shares........................................................... 7
Account Statement........................................................ 7
Federal Income Tax Information........................................... 8
Additional Information................................................... 8
Where You Can Find More Information........................................ 9
Information Incorporated by Reference...................................... 10
Use of Proceeds............................................................ 10
Legal Opinions............................................................. 10
Experts.................................................................... 10
Indemnification............................................................ 11
</TABLE>
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(LOGO)
United Water
Resources Inc.
Dividend
Reinvestment and
Stock Purchase Plan
Common Stock
(No Par Value)
PROSPECTUS
May , 1999
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
<S> <C>
Registration Fee................................................ $ 30,699
Auditors' Fee*.................................................. 5,000
Legal Fees and Expenses*........................................ 50,000
Printing and Mailing*........................................... 25,000
Stock Exchange Listing Fee...................................... 17,500
Miscellaneous*.................................................. 6,801
--------
--------
*Estimated
Total $135,000
--------
</TABLE>
ITEM 15. 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 owed to the Company or its shareholders to the
fullest extent permissible by law. However, this provision does not relieve a
director or officer from 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.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
*4(a) Restated Certificate of Incorporation (Articles of Incorporation) of
United Water Resources Inc., dated July 14, 1987 (Filed as Exhibit
4(b) to Registration Statement No. 33-20067)
*4(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)
*4(c) Certificate of Amendment to the Restated Articles 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)
*4(d) Certificate of Amendment to the Restated Articles 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(e) Certificate of Amendment to the Restated Articles 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(f) Certificate of Amendment to the Restated Certificate of Incorporation
of United Water Resources Inc., dated June 3, 1997, amending Article
5(a) (Filed as Exhibit 3(d) to Registration Statement No. 333-30229)
*4(g) Amended By-laws of United Water Resources, dated as of March 10, 1994
(Filed as Exhibit 4(1) to Form 10-K for year ended December 31, 1993)
*4(h) Rights Agreement dated July 12, 1989, amended September 15, 1993,
between United Water Resources Inc. and ChaseMellon Shareholder
Services, L.L.C. (as successor to First Interstate Bank of California)
(Filed as Exhibit 4(c) to Registration Statement No. 33-32672)
*4(i) Governance Agreement between United Water Resources and Lyonnaise
American Holding Inc., dated April 22, 1994 (Filed in Appendix A to
Registration Statement No. 33-51703)
*4(j) Amendment No. 1 to Governance Agreement between United Water Resources
and Lyonnaise American Holding, Inc., dated June 27, 1996 (Filed as
Exhibit 4(g) to Registration Statement No. 333-30229)
*4(k) Amendment No. 2 to Governance Agreement between United Water Resources
and Lyonnaise American Holding, Inc., dated July 14, 1997 (Filed as
Exhibit 4(d) to Form 10-K for year ended December 31, 1998)
*4(l) Additional instruments defining rights of holders of the Company's
long-term debt are not being filed because the securities authorized
under each such agreement do not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis. The Company
agrees to furnish to the Commission a copy of each such agreement upon
request.
5 and 8 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
5 and 8)
24 Power of attorney--included in signature page
</TABLE>
- --------
* Incorporated by reference
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement.
II-2
<PAGE>
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
The undersigned registrant hereby undertakes 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.
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 expenses incurred
or paid by a 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.
II-3
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Harrington Park, County of Bergen, State of New Jersey, on this
30th day of April, 1999.
UNITED WATER RESOURCES INC.
(Registrant)
/s/ Donald L. Correll
By: _________________________________
(Donald L. Correll,
Chairman of the Board,
President and Chief Executive Officer)
SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Donald L. Correll, E. Ellsworth McMeen,
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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald L. Correll Chairman of the Board, April 30, 1999
______________________________________ President and Chief
(Donald L. Correll, Executive Officer
Chairman of the Board,
President and Chief Executive Officer)
/s/ John J. Turner Principal Financial April 30, 1999
______________________________________ Officer and Principal
(John J. Turner, Treasurer) Accounting Officer
/s/ Edward E. Barr Director April 30, 1999
______________________________________
(Edward E. Barr)
Director April 30, 1999
______________________________________
(Frank J. Borelli)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thierry Bourbie Director April 30, 1999
______________________________________
(Thierry Bourbie)
/s/ Charles Chaumin Director April 30, 1999
______________________________________
(Charles Chaumin)
/s/ Lawrence R. Codey Director April 30, 1999
______________________________________
(Lawrence R. Codey)
/s/ Peter Del Col Director April 30, 1999
______________________________________
(Peter Del Col)
/s/ Robert L. Duncan, Jr. Director April 30, 1999
______________________________________
(Robert L. Duncan, Jr.)
/s/ Jon F. Hanson Director April 30, 1999
______________________________________
(Jon F. Hanson)
/s/ Douglas W. Hawes Director April 30, 1999
______________________________________
(Douglas W. Hawes)
/s/ George F. Keane Director April 30, 1999
______________________________________
(George F. Keane)
/s/ Dennis M. Newnham Director April 30, 1999
______________________________________
(Dennis M. Newnham)
/s/ Marcia L. Worthing Director April 30, 1999
______________________________________
</TABLE> (Marcia L. Worthing)
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*4(a) Restated Certificate of Incorporation (Articles of Incorporation) of
United Water Resources Inc., dated July 14, 1987 (Filed as Exhibit
4(b) to Registration Statement No. 33-20067)
*4(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)
*4(c) Certificate of Amendment to the Restated Articles 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)
*4(d) Certificate of Amendment to the Restated Articles 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(e) Certificate of Amendment to the Restated Articles 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(f) Certificate of Amendment to the Restated Certificate of Incorporation
of United Water Resources Inc., dated June 3, 1997, amending Article
5(a) (Filed as Exhibit 3(d) to Registration Statement No. 333-30229)
*4(g) Amended By-laws of United Water Resources, dated as of March 10, 1994
(Filed as Exhibit 4(1) to Form 10-K for year ended December 31, 1993)
*4(h) Rights Agreement dated July 12, 1989, amended September 15, 1993,
between United Water Resources Inc. and ChaseMellon Shareholder
Services, L.L.C. (as successor to First Interstate Bank of California)
(Filed as Exhibit 4(c) to Registration Statement No. 33-32672)
*4(i) Governance Agreement between United Water Resources and Lyonnaise
American Holding Inc., dated April 22, 1994 (Filed in Appendix A to
Registration Statement No. 33-51703)
*4(j) Amendment No. 1 to Governance Agreement between United Water Resources
and Lyonnaise American Holding, Inc., dated June 27, 1996 (Filed as
Exhibit 4(g) to Registration Statement No. 333-30229)
*4(k) Amendment No. 2 to Governance Agreement between United Water Resources
and Lyonnaise American Holding, Inc., dated July 14, 1997 (Filed as
Exhibit 4(d) to Form 10-K for year ended December 31, 1998)
*4(l) Additional instruments defining rights of holders of the Company's
long-term debt are not being filed because the securities authorized
under each such agreement do not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis. The Company
agrees to furnish to the Commission a copy of each such agreement upon
request.
5 and 8 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
5 and 8)
24 Power of attorney--included in signature page
</TABLE>
- --------
* Incorporated by reference
<PAGE>
EXHIBIT 5 and 8
LeBOEUF, LAMB, GREENE & MacRAE, L.L.P.
A Limited Liability Partnership
Including Professional Corporations
125 West 55th Street
New York, New York 10019
April 30, 1999
United Water Resources Inc.
200 Old Hook Road
Harrington Park, New Jersey 07640
Ladies and Gentlemen:
We are acting as counsel to United Water Resources Inc. (the "Company") in
connection with the Company's Dividend Reinvestment and Stock Purchase 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-3 (the "Registration Statement"),
providing for the registration of 5,000,000 shares of the Company's Common
Stock, no par value (the "Stock"), and 5,000,000 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 ChaseMellon Shareholder Services, L.L.C. (as successor to First
Interstate Bank of California), 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 original documents of all documents submitted as copies and the
authenticity of the originals of such latter documents. As to any fact 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:
(a) 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
<PAGE>
provisions of the Act and such "blue-sky" and securities laws as may be
applicable have been complied with, (x) the Stock will be validly issued,
fully-paid and non-assessable under the laws of the State of New Jersey and
(y) the Rights associated therewith will be legal and binding obligations
of the Company under the laws of the State of New Jersey; and
(b) the statements made in the Prospectus under the heading "Federal
Income Tax Information" constitute an accurate description of certain
Federal income tax consequences to participants in the Plan.
We hereby consent to the use of this opinion as Exhibit 5 and 8 to the
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-3 of our report dated February 25, 1999 relating to the
financial statements and financial statement schedules, which appears in United
Water Resources Inc.'s Annual Report on Form 10-K for the year ended December
31, 1998. We also consent to the references to us under the heading "Experts"
in such Registration Statement.
/s/ PricewaterhouseCoopers
LLP
PRICEWATERHOUSECOOPERS LLP
New York, New York
April 28, 1999
