SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 30, 1999
UNITED WATER RESOURCES INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey 1-858-6 22-2441477
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Old Hook Road, Harrington Park, New Jersey 07640
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 784-9434
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On July 8, 1999 the Board of Directors of United Water Resources Inc. (the
"Company") approved an amendment to its Rights Agreement dated as of July 12,
1989, as amended, to extend the Rights Agreement for another seven years. The
Rights will now expire on April 22, 2006. A copy of Amendment No. 2 is attached
hereto as an exhibit and is incorporated herein by reference. A copy of the
Press Release issued by the Company on July 30, 1999 is also attached hereto as
an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
4.1 Amendment No. 2 to Rights Agreement between United Water
Resources Inc. and ChaseMellon Shareholder Services, LLC, as
Rights Agent, dated as of July 30, 1999.
99.1 Press Release of United Water Resources Inc. issued on July
30, 1999.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED WATER RESOURCES INC.
Dated: July 30, 1999 By:/s/ Donald Correll
-------------------
Name: Donald Correll
Title: Chief Executive Officer
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<PAGE>
Exhibit Index
Exhibit
Number Description
4.1 Amendment No. 2 to Rights Agreement between United Water Resources
Inc. and ChaseMellon Shareholder Services, LLC, as Rights Agent, dated
as of July 30, 1999.
99.1 Press Release of United Water Resources Inc. issued on July 30, 1999.
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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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<PAGE>
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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<PAGE>
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.
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<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: Marie Sandauer
Title: Vice President
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FOR IMMEDIATE RELEASE For more information, contact:
Carolyn Iglesias, (201) 767-2836
or Nick Gicas (201) 767-2887
UNITED WATER EXTENDS
SHAREHOLDER RIGHTS PLAN
HARRINGTON PARK, NJ, July 30, 1999 -- United Water Resources (NYSE: UWR) today
announced that its board of directors has approved an amendment to the
Shareholder Rights Plan (Rights Plan), which will extend the plan for an
additional seven years. The Rights Plan, originally adopted in July 1989, is
designed to protect shareholders against certain hostile takeover activities.
This action extends the plan's expiration date from August 1, 1999 to April 22,
2006.
The Rights Plan is intended to ensure that all of United Water's
shareholders receive fair and equal treatment in the event of any proposed
takeover, and to guard against partial tender offers, squeeze-outs and other
hostile tactics to gain control of the company without paying all shareholders a
fair price. The Rights Plan would not prevent a takeover but is designed to
encourage anyone seeking to acquire the company to negotiate with the board to
ensure that the terms are fair to all shareholders.
United Water Resources is a holding company engaged in water-related
businesses and real estate investments. As the nation's second-largest
investor-owned water services company, United Water provides water and
wastewater services through its regulated utilities and non-regulated municipal
contract operations to more than 7.5 million people in over 400 communities in
19 states. The company has been continuously listed on the New York Stock
Exchange since 1869 and has paid cash dividends on its common stock continuously
since 1886. For more information about United Water, please visit the company's
website at www.unitedwater.com.
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