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 31, 2000)
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UNITED WATER RESOURCES INC.
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(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
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 784-9434
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
United Water Resources ("UWR") publicly announced the completion of its
merger with and into LAH Acquisition Co. ("LAH Acquisition"), a wholly owned
subsidiary of Lyonnaise American Holding, Inc. ("LAH"), in a press release dated
July 26, 2000. UWR, LAH, LAH Acquisition and Suez Lyonnaise des Eaux, a French
societe anonyme ("SLDE"), are parties to an Agreement and Plan of Merger, dated
as of August 20, 1999 (the "Merger Agreement"), pursuant to which UWR has merged
with and into LAH Acquisition, and UWR has become a wholly owned subsidiary of
LAH, with UWR as the surviving company (the "Surviving Company"). Effective as
of July 27, 2000, each issued and outstanding share of common stock, no par
value, of UWR (the "Common Stock") (other than Common Stock held by (1) UWR, (2)
LAH, or (3) certain affiliates of LAH) was converted into the right to receive
$35.00 in cash, without interest, and each issued and outstanding share of
Series A Cumulative Convertible Preference Stock, no par value, of UWR (the
"Preference Stock") (other than Preference Stock held by (1) UWR, (2) LAH, or
(3) certain affiliates of LAH) was converted into the right to receive $29.17 in
cash, without interest. As a result of the Merger, LAH beneficially owns 100% of
the equity interest of the Surviving Company. A copy of the press release is
filed herewith as Exhibit 99.1 and is incorporated herein by reference.
The press release filed as an exhibit hereto contains forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934. The forward-looking statements are subject to various risks and
uncertaisnties. For a discussion of factors that could cause actual results to
differ materially from those projected in the forward-looking statements, see
the Note to subsection (A) of Item 1, and the subsection entitled "Prospective
Information" of Item 7, in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999.
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 31, 2000
By: /s/ Donald Correll
Name: Donald Correll
Title: Chief Executive Officer
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Exhibit Index
Exhibit Number Description
99.1 Press Release of United Water Resources Inc. issued on July
[26], 2000.
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