SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
United Water Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 22-244147
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
200 Old Hook Road
Harrington Park, New Jersey 07640
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
check the following box. |X| check the following box. [ ]
Securities Act registration statement file number to which this form relates:
____________________ (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Preferred Share Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
On September 15, 1993, the Board of Directors of United Water Resources
Inc. adopted and approved the execution of amendment no. 1, dated as of
September 15, 1993, to the rights agreement dated as of July 12, 1989, between
United Water Resources Inc. and First Interstate Bank of California, successor
to the trust business of First Interstate Bank, Ltd., as rights agent. Amendment
no. 1 was executed in connection with the merger agreement dated as of September
15, 1993, between United Water Resources Inc. and GWC Corporation, and a
governance agreement between Lyonnaise des Eaux-Dumez, a French corporation, and
United Water Resources Inc. Amendment no. 1 provided that the rights would not
be triggered as a result of the merger agreement and related agreements and
transactions. A copy of amendment no. 1 is filed as an exhibit to this document.
On July 30, 1999, the Board of Directors of United Water Resources Inc.
adopted and approved execution of amendment no. 2, dated as of July 30, 1999, to
the rights agreement between the company and ChaseMellon Shareholder Services,
LLC, as successor to the trust business of First Interstate Bank, Ltd., as
rights agent. Amendment no. 2 extends the expiration date of the rights to April
22, 2006. It also eliminates a provision that gave shareholders the right to
authorize redemption of the rights when the company received an all cash, all
share tender offer. A copy of amendment no. 2 is filed as an exhibit to this
document.
A summary of the rights agreement, as amended, follows.
On July 6, 1989, the Board of Directors of United Water Resources Inc.
declared a dividend distribution of one right for each outstanding share of our
common stock, no par value. We distributed the rights on August 1, 1989 to
shareholders of record on July 21, 1989. The right entitles its holder to
purchase from us one-one hundredth of a share of our series A participating
preferred stock, no par value, at a price of $60.00 for each one-hundredth
interest, subject to adjustment for various changes in the company's capital
structure, as described below. We may adjust this price, as described below.
This description of the rights agreement is not complete, and we qualify this
description by referring to the rights agreement, made between us and First
Interstate Bank, Ltd., as rights agent, as well as amendments nos. 1 and 2. We
also incorporate the rights agreement and amendments nos. 1 and 2 herein by
reference.
CERTIFICATES TO REPRESENT THE RIGHTS
We have not issued separate rights certificates for the rights. Instead,
the rights are attached to all certificates representing shares of outstanding
common stock. Except in the case of the merger agreement dated as of September
15, 1993 between United Water Resources Inc. and GWC Corporation described in
amendment no. 1, the rights will separate from the common stock on the earlier
of:
o 10 days after the date of a public announcement that a person or group
of affiliated or associated persons acquired beneficial ownership of
20% or more of our outstanding common stock; or
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o 10 days after a person commences or publicly announces an intention to
make a tender offer or exchange offer which would result in the person
or a group of persons becoming the beneficial owner of 20% or more of
our outstanding common stock.
The earlier of the two dates above is called the distribution date.
If the distribution date occurs, we will mail to each person who is a
record holder of shares of common stock at the close of business on the
distribution date separate certificates to represent the rights. After that
time, the separate right certificates alone will represent the rights.
Until the distribution date, unless the rights first expire or are
redeemed:
o common stock certificates will evidence the rights, whether or not a
summary of the rights is attached to them and may not be transferred
separately from the shares of common stock to which they are attached;
o rights will be transferred on the surrender for transfer of common
stock certificates, whether or not a summary of the rights is attached
to them; and
o common stock certificates issued after July 21, 1989, but before the
distribution date, will have a notation incorporating the rights
agreement by reference.
EXERCISING THE RIGHTS
A right itself does not give its holder any rights as a stockholder until
the right is exercised. A holder cannot exercise the rights until the
distribution date.
Exercising the Rights for Our Common Stock instead of Preferred Stock
If a person or a group of affiliated or associated persons acquires
beneficial ownership of 20% or more of our outstanding common stock, that
person's rights will become null and void. Each other holder of a right who may
exercise his right and upon payment of the exercise price will be entitled to
receive, instead of interests in our series A participating preferred stock,
shares of our common stock in an amount that has a value of two times the
current purchase price of each right.
This right to purchase shares of common stock will not arise, however,
when: (a) a person or group of affiliated or associated persons acquires
beneficial ownership of 20% or more of our outstanding common stock as a result
of a cash tender offer for all our shares, and (b) as a result, the person or
group increases its beneficial ownership to 80% or more of our outstanding
common stock.
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Exercising the Rights for Shares of an Acquiring Company
Except in the case of the merger agreement between United Water Resources
Inc. and GWC Corporation, as described in Amendment No. 1 dated as of September
15, 1993, if:
o we are acquired in a merger or other business combination transaction;
or
o 50% or more of our assets or earning power is sold or transferred,
each holder who exercises his rights will have the right to receive common stock
of the acquiring entity in an amount that has a value of two times the purchase
price of the right.
EXPIRATION OF RIGHTS
The rights expire on April 22, 2006, unless we extend the expiration date
or redeem the rights earlier, as described below.
EXCHANGE AND REDEMPTION OF RIGHTS
At any time after a person or group of affiliated persons obtains 20% or
more, but before that person obtains 50% or more of our common stock, our board
of directors may exchange some or all of the rights. The rights of the person or
group of affiliated or associated persons will not be exchanged, as they will
have become void. Our board may exchange each of the other rights for one share
of common stock, or a fraction of a share of our series A participating
preferred stock that has voting rights equal to our common stock, subject to
adjustment as discussed below.
Our board of directors may decide to redeem the rights in whole, but not in
part, for $.01 per right at any time before a person or group of affiliated or
associated persons acquires beneficial ownership of 20% or more of our common
stock.
Effect of Redemption
As soon as our Board has redeemed the rights, holders of the rights will
only have the right to receive the $.01 per right and will no longer have the
right to exercise the rights.
ADJUSTMENT OF PURCHASE PRICE
We may adjust the purchase price that a holder must pay to exercise his
right, and the number of shares of series A participating preferred stock (or
other securities or property, depending on the circumstances) that are issuable
when a right is exercised, to prevent the rights from being diluted. We will
make these adjustments if:
o there is a stock dividend on, or a subdivision, combination or
reclassification of the series A participating preferred stock;
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o we grant holders of the series A participating preferred stock some
types of rights or warrants to subscribe for or purchase shares of the
series A participating preferred stock or convertible securities at a
price or conversion price that is less than the current market price
of the series A participating preferred stock;
o we distribute to series A participating preferred stock holders
evidences of indebtedness or assets or subscription rights or warrants
other than those referred to above. This does not include regular cash
dividends we may make out of earnings or retained earnings or
dividends payable in preferred stock.
However, we are only required to make these adjustments if a cumulative
adjustment of at least 1% of the purchase price is needed. Except for multiples
of one-hundredths of series A participating preferred stock, which we may
deliver in the form of depositary receipts, we will not issue fractional
interests in series A participating preferred stock. Instead, we will make an
adjustment in cash based on the market price of the series A participating
preferred stock on the last trading day before the exercise of the rights.
WHEN WE MAY ADJUST NUMBER OF RIGHTS AND INTERESTS IN OUR PREFERRED
STOCK
We may adjust the number of rights, and the number of one one-hundredth
interests in series A participating preferred stock to be issued when the rights
are exercised, before the distribution date if:
o we effect a stock split of our common stock,
o we declare a common stock dividend payable in common stock, or
o we subdivide, consolidate or combine shares of our common stock.
AMENDMENTS TO THE TERMS OF THE RIGHTS
We may amend any provision of the rights agreement without the consent of
holders of rights including an amendment to lower the percentage of share
ownership required to trigger the exercise of the rights from 20% to the greater
of:
o the highest percentage of common stock that we know is beneficially
owned by one person, or
o 10%.
However, after a person or group of affiliated or associated persons acquires
beneficial ownership of 20% or more of our outstanding common stock, we may not
pass any amendment that is adverse to the interests of holders of the rights.
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TERMS OF THE PREFERRED STOCK
As discussed above, a right entitles its holder to purchase one-one
hundredth of a share of series A participating preferred stock. Because of the
series A participating preferred stock's dividend, liquidation and voting
rights, the value of each one-one hundredth of a share is intended to
approximate the value of one share of common stock.
Dividends and Distributions
We will pay dividends and make distributions on the series A participating
preferred stock only after we have done so on any other stock that has superior
rights. Each share of series A participating preferred stock is entitled to a
minimum quarterly dividend. This dividend rate will be the greater of:
o $1.00; or
o 100 times the amount per share of any dividend we declare on our
common stock (other than a dividend payable in shares of our common
stock or a subdivision of our common stock), subject to adjustment.
We may not redeem the Preferred Stock.
Liquidation
If United Water Resources Inc. is liquidated, the holders of series A
participating preferred stock will be entitled to receive the greater of:
o $100 per share, plus accrued and unpaid dividends and distributions;
or
o an amount equal to 100 times the liquidation payment made for each
share of common stock, subject to certain adjustments.
Voting Rights
Each share of series A participating preferred stock will have 100 votes on
all matters that shareholders vote on, voting as one class with any other shares
that have general voting rights.
Merger, Consolidation, and Other Transactions
If we merge, consolidate, combine or are involved in any other transaction
in which shares of our common stock are exchanged for or changed into other
stock or securities, cash and/or other property, each share of series A
participating preferred stock will have the right to receive 100 times the
amount each share of common stock receives.
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All of the above features of the series A participating preferred stock are
protected against dilution.
EFFECT OF THE RIGHTS
The rights inhibit the possibility of a takeover because they will dilute
the interest of anyone who attempts to acquire the company without our board of
directors' approval (unless the acquiring person's offer requires acquisition of
a significant number of rights). However, because we may redeem the rights
before anyone obtains beneficial ownership of 20% of more of our shares, the
rights will not interfere with any merger or consolidation that our board of
directors approves.
A copy of the rights agreement is attached as Exhibit 1. We do not claim
that this description of the rights is complete. We qualify the description by
referring to the rights agreement, which we also incorporate herein by
reference.
Item 2. Exhibits
Number Description
1. Rights Agreement dated as of July 12, 1989 between United Water
Resources Inc. and First Chicago Interstate Bank, Ltd., which includes
the form of Certificate of Amendment creating the Series A
Participating Preferred Stock, without par value, as Exhibit A, the
form of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C (incorporated by reference to
Exhibit 1 to United Water Resources Inc.'s Form 8-A dated July 26,
1989).
2. Amendment No. 1 dated as of September 15, 1993 between United Water
Resources Inc. and First Interstate Bank of California as successor to
the trust business of First Interstate Bank, Ltd.*
3. Amendment No. 2 dated as of July 7, 1999 between United Water
Resources Inc. and ChaseMellon Shareholder Services, LLC as successor
to the trust business of First Interstate Bank, Ltd.*
4. Press release of United Water Resources Inc. dated July 3, 1999
(incorporated by reference to Exhibit 99.1 to United Water Resources
Inc.'s Form 8-K filed July 30, 1999)
* Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
UNITED WATER RESOURCES INC.
(Registrant)
Date: July 30, 1999 By: /s/ Donald Correll
-------------------
Name: Donald Correll
Title: Chief Executive Officer
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EXHIBIT INDEX
Number Description
1. Rights Agreement dated as of July 12, 1989 between United Water
Resources Inc. and First Chicago Interstate Bank, Ltd., which includes
the form of Certificate of Amendment creating the Series A
Participating Preferred Stock, without par value, as Exhibit A, the
form of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C (incorporated by reference to
Exhibit 1 to United Water Resources Inc.'s Form 8-A dated July 26,
1989).
2. Amendment No. 1 dated as of September 15, 1993 between United Water
Resources Inc. and First Interstate Bank of California as successor to
the trust business of First Interstate Bank, Ltd.*
3. Amendment No. 2 dated as of July 7, 1999 between United Water
Resources Inc. and ChaseMellon Shareholder Services, LLC as successor
to the trust business of First Interstate Bank, Ltd.*
4. Press release of United Water Resources Inc. dated July 3, 1999
(incorporated by reference to Exhibit 99.1 to United Water Resources
Inc.'s Form 8-K filed July 30, 1999)
* Filed herewith.
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of September 15, 1993 (this "Amendment"), between
United Water Resources Inc., a New Jersey corporation (the "Company"), and First
Interstate Bank of California (the "Rights Agent"), as successor to the trust
business of First Interstate Bank, Ltd., to the Rights Agreement, dated as of
July 12, 1989 (the "Rights Agreement"), between the Company and the Rights
Agent.
WHEREAS, the Company and the Rights Agent have entered into the Rights
Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors deems it in the best interests of the Company and its shareholders,
necessary and desirable, and consistent with and for the purpose of fulfilling
the objectives of the Company's Board of Directors in authorizing the execution
of the Rights Agreement, to amend the Rights Agreement as set forth below.
NOW THEREFORE, in consideration of the premises and the mutual promises set
forth herein and in the Rights Agreement, the parties hereto agree as follows:
Section 1. The definition of "Acquiring Person" contained in Section 1(a)
of the Rights Agreement is hereby amended to read in its entirety as follows:
"Acquiring Person" shall mean any Person (as hereinafter defined) who
or which, together with all Affiliates and Associates (as such terms are
hereinafter defined) of such Person, shall be the Beneficial Owner (as
hereinafter defined) of 20% or more of the Common Shares of the Company
then outstanding, but shall not include the Company, any Subsidiary (as
hereinafter defined) of the Company, any employee benefit plan of the
Company or of any
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Subsidiary of the Company, any entity holding Common Shares for or pursuant
to the terms of any such plan, or Lyonnaise (as hereinafter defined).
Notwithstanding the foregoing, no Person shall become an "Acquiring Person"
as the result of an acquisition of Common Shares by the Company which, by
reducing the number of shares outstanding, increases the proportionate
number of shares beneficially owned by such Person to 20% or more of the
Common Shares of the Company then outstanding; provided, however, that if a
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company, any entity
holding Common Shares for or pursuant to the terms of any such plan, or
Lyonnaise) becomes the Beneficial Owner of 20% or more of the Common Shares
of the Company then outstanding by reason of share purchases by the Company
and shall, after such purchase by the Company, become the Beneficial Owner
of any additional Common Shares of the Company, then such Person shall be
deemed to be an "Acquiring Person"; provided, further, however, that no
stockholder of the Company shall be deemed to be an Acquiring Person as a
result of the execution, delivery or performance by the Company of the
Merger Agreement (as hereinafter defined) or the consummation of the
transactions contemplated thereby.
Section 2. Section 1 of the Rights Agreement is hereby amended to add the
new subsections (p), (q) and (r) which read in their entirety as follows:
(p) "Lyonnaise" shall mean Lyonnaise des Eaux- Dumez, a French
corporation, or any Affiliate or Associate thereof (including,
without limitation, Lyonnaise American Holding Inc., a Delaware
corporation).
(q) "Merger Agreement" shall mean the Agreement and Plan of Merger,
dated as of September 15, 1993, between the Company and GWC
Corporation, a Delaware corporation.
(r) "Governance Agreement" shall mean the governance agreement to be
executed by Lyonnaise and the Company pursuant to the Merger
Agreement upon the consummation of the transactions contemplated
thereby.
Section 3. Section 3(a) of the Rights Agreement is hereby amended to read
in its entirety as follows:
(a) Until the earlier of (i) the tenth day after the Shares
Acquisition Date or (ii) the tenth day after
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the date of the commencement by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of
any Subsidiary of the Company, any entity holding Common Shares for or
pursuant to the terms of any such plan, or Lyonnaise) of, or of the first
public announcement of the intention of any Person (other than the Company,
any Subsidiary of the Company, any employee benefit plan of the Company or
of any Subsidiary of the Company, any entity holding Common Shares for or
pursuant to the terms of any such plan, or Lyonnaise) to commence, a tender
or exchange offer the consummation of which would result in any Person
becoming the Beneficial Owner of Common Shares aggregating 20% or more of
the then outstanding Common Shares (including any such tenth day which is
after the date of this Agreement and prior to the issuance of the Rights:
the earlier of such dates being herein referred to as the "Distribution
Date"), (x) the Rights will be evidenced (subject to the provisions of
Section 3(b) hereof) by the certificates for Common Shares registered in
the names of the holders thereof (which certificates shall also be deemed
to be Right Certificates) and not by separate Right Certificates, and (y)
the right to receive Right Certificates will be transferable only in
connection with the transfer of Common Shares; provided, however, that
there shall be no Distribution Date as a result of the execution, delivery
or performance by the Company of the Merger Agreement or the consummation
of the transactions contemplated thereby (including, without limitation,
the exercise by Lyonnaise of any of its rights pursuant to the Governance
Agreement). As soon as practicable after the Distribution Date, the Company
will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if
requested, send) by first-class, insured, postage-prepaid mail, to each
record holder of Common Shares as of the close of business on the
Distribution Date, at the address of such holder shown on the records of
the Company, a Right Certificate, in substantially the form of Exhibit B
hereto (a "Right Certificate"), evidencing one Right for each Common Share
so held. As of the Distribution Date, the Rights will be evidenced solely
by such Right Certificates.
Section 4. Section 11(a)(iii) of the Rights Rights Agreement is hereby
amended to read in its entirety as follows:
(iii) The right to buy Common Shares of the Company pursuant to
subparagraph (ii) of this
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paragraph (a) shall not arise as a result of (x) the execution, delivery or
performance by the Company of the Merger Agreement or the consummation of
the transactions contemplated thereby (including, without limitation, the
exercise by Lyonnaise of any of its rights pursuant to the Governance
Agreement) or (y) any Person becoming an Acquiring Person through a
purchase of Common Shares pursuant to a tender offer made in the manner
prescribed by Section 14(d) of the Exchange Act and the rules and
regulations promulgated thereunder; provided, however, that (A) such tender
offer shall provide for the acquisition of all of the outstanding Common
Shares held by any Person other than such Person and its Affiliates for
cash and (B) such purchase shall cause such Person, together with all
Affiliates and Associates of such Person, to be the Beneficial Owner of 80%
or more of the Common Shares then outstanding.
Section 5. Section 13(a) of the Rights Agreement is hereby amended to read
in its entirety as follows:
Section 13. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power. In the event, directly or indirectly, (a) the Company shall
consolidate with, or merge with and into, any other Person (other than
pursuant to the Merger Agreement), (b) any Person shall consolidate with
the Company, or merge with and into the Company (other than pursuant to the
Merger Agreement) and the Company shall be the continuing or surviving
corporation of such merger and, in connection with such merger, all or part
of the Common Shares shall be changed into or exchanged for stock or other
securities (other than Common Shares) of any Person (including the Company)
or cash or any other property, or (c) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one or more transactions (other than pursuant to the Merger
Agreement), assets or earning power aggregating 50% or more of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to
any other Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case, proper provision shall be made
so that (i) each holder of a Right (except as otherwise provided herein)
shall thereafter have the right to receive, upon the exercise thereof at a
price equal to the then current Purchase Price multiplied by the number of
one one-hundredth interests in a Preferred Share for which a Right is then
exercisable, in accordance with the terms of this Agreement and in lieu of
Preferred Shares, such number of Common Shares of such other Person
(including the company as successor thereto or as the surviving
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corporation) as shall equal the result obtained by (A) multiplying the then
current Purchase Price by the number of one one-hundredth interests in a
Preferred Share for which a Right is then exercisable and (B) dividing that
product by 50% of the then current per share market price of the Common
Shares of such other Person (determined pursuant to Section 11(d) hereof)
on the date of consummation of such consolidation, merger, sale or
transfer; (ii) the issuer of such Common Shares shall thereafter be liable
for, and shall assume, by virtue of such consolidation, merger, sale or
transfer, all the obligations and duties of the Company pursuant to this
Agreement; (iii) the term "Company" shall thereafter be deemed to refer to
such issuer; and (iv) such issuer shall take such steps (including, but not
limited to, the reservation of a sufficient number of its Common Shares in
accordance with Section 9 hereof) in connection with such consummation as
may be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to the Common
Shares thereafter deliverable upon the exercise of the Rights. The Company
shall not consummate any such consolidation, merger, sale or transfer
unless prior thereto the Company and such issuer shall have executed and
delivered to the Rights Agent a supplemental agreement so providing. The
Company shall not enter into any transaction of the kind referred to in
this Section 13 if at the time of such transaction there are any rights,
warrants, instruments or securities outstanding or any agreements or
arrangements which, as a result of the consummation of such transaction,
would eliminate or substantially diminish the benefits intended to be
afforded by the Rights. The provisions of this Section 13 shall similarly
apply to successive mergers or consolidations or sales or other transfers.
Section 6. Section 26 of the Rights Agreement is hereby amended to delete
the reference to First Interstate Bank, Ltd. and its address on the seventeenth
through the twenty-second lines thereof and to insert in lieu thereof the
following:
First Interstate Bank of California
Stock Transfer Administration
707 Wilshire Boulevard - WII-2
Los Angeles, California 90017
Section 7. Except as expressly set forth herein, this Amendment shall not
by implication or otherwise alter, modify,
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amend or in any way affect any of the terms, conditions, covenants or agreements
contained in the Rights Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.
Section 8. This Amendment shall be deemed to be a contract made under the
laws of the State of New Jersey and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
Section 9. This Amendment may be executed in counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Rights Agreement to be duly executed and attested, all as of the date first
above written.
UNITED WATER RESOURCES, INC.
By: /s/ Donald Correll
Name: Donald Correll
Title: Chief Executive Officer
Attest:
By: /s/ Richard McGlynn
Title: Vice President and
General Counsel
FIRST INTERSTATE BANK OF CALIFORNIA
By: /s/ C. Deane Henley
Name: C. Deane Henley
Title: Vice President
Attest:
By: /s/ Barbara J. Mauer
Title: Assistant Vice President
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AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Amendment No. 2, dated as of July 30, 1999 (this "Amendment"), between
United Water Resources Inc., a New Jersey Corporation (the "Company"), and
ChaseMellon Shareholder Services, LLC (the "Rights Agent"), as successor to the
trust business of First Interstate Bank, Ltd., to the Rights Agreement, dated as
of July 12, 1989 (the "Rights Agreement"), between the Company and the Rights
Agent.
WHEREAS, the Company and the Rights Agent have entered into the Rights
Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors deems it in the best interests of the Company and its shareholders,
necessary and desirable, and consistent with and for the purpose of fulfilling
the objectives of the Company's Board of Directors in authorizing the execution
of the Rights Agreement, to amend the Rights Agreement as set forth below.
NOW THEREFORE, in consideration of the premises and the mutual promises set
forth herein and in the Rights Agreement, the parties hereto agree as follows:
Section 1. Section 2 of the Rights Agreement is hereby amended to read in
its entirety as follows:
"Appointment of Rights Agent. The Company hereby appoints the Rights Agent
to act as agent for the Company in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment. The Company may
from time to time appoint such co-rights agents as it may deem necessary or
desirable."
Section 2. Section 7(a) of the Rights Agreement is hereby amended by
amending clause (i) thereof to read in its entirety as follows:
"(i) The Close of Business on April 22, 2006 (the "Final Expiration
Date"),."
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Section 3. Section 20(c) of the Rights Agreement is hereby amended by
adding the following sentence as the second sentence:
"Anything to the contrary notwithstanding, in no event shall the Rights
Agent be liable for special, punitive, indirect, consequential or incidental
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Rights Agent has been advised of the likelihood of such
loss or damage."
Section 4. Section 23 of the Rights Agreement is hereby amended by (i)
deleting subsection (c) thereof in its entirety, and (ii) amending subsection
(a) thereof to read in its entirety as follows:
"(a) The Rights may be redeemed by action of the Board of Directors
pursuant to subsection (b) of this Section 23 and shall not be
redeemed in any other manner."
Section 5. Section 26 of the Rights Agreement is hereby amended to delete
the reference to First Interstate Bank of California and its address on the
seventeenth through the twenty-second lines thereof and to insert in lieu
thereof the following:
ChaseMellon Shareholder Services, LLC
85 Challenger Road
Ridgefield, New Jersey 07660
Section 6. Except as expressly set forth herein, this Amendment shall not
by implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, covenants or agreements contained in the Rights Agreement,
all of which are ratified and affirmed in all respects and shall continue in
full force and effect.
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Section 7. This Amendment shall be deemed to be a contract made under the
laws of the State of New Jersey and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such state.
Section 8. This Amendment may be executed in counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterpart shall together constitute but one and the same instrument.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Rights Agreement to be duly executed and attested, all as of the date first
above written.
UNITED WATER RESOURCES, INC.
By: /s/ Donald Correll
Name: Donald Correll
Title: Chief Executive Officer
Attest:
By:/s/ Richard McGlynn
Title: Vice President and
General Counsel
CHASEMELLON SHAREHOLDER
SERVICES, LLC
By: /s/ Gary R. Dalessandro
Name: Gary R. Dalessandro
Title: Vice President
Attest:
By: /s/ Marie Sandauer
Title: Vice President
4
