SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) January 21, 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
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(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.
In a special meeting held on January 20, 2000, shareholders of United Water
Resources Inc. ("UWR") approved the proposed acquisition of UWR by Suez
Lyonnaise des Eaux, through UWR's merger with LAH Acquisition Co., a wholly
owned subsidiary of Lyonnaise American Holding, Inc., which is in turn
controlled by Suez Lyonnaise des Eaux. As a result of the merger, UWR will
become a wholly owned subsidiary of Suez Lyonnaise des Eaux but will retain its
corporate existence.
The press release filed as an exhibit hereto contains forward-looking
statements made pursuant to the Private Securities Litigation Reform Act of 1995
("Reform Act"). Such statements are based on current expectations and involve a
number of known and unknown risks and uncertainties that could cause the actual
results and performance of the Registrant and Suez Lyonnaise des Eaux to differ
materially from any expected future results or performance, expressed or
implied, by the forward-looking statements, including expectations regarding the
future results of operations of Registrant, Suez Lyonnaise des Eaux and
Lyonnaise American Holding, Inc. and the combined company, the intended
financing of the merger and receipt of regulatory approvals. In connection with
the safe harbor provisions of the Reform Act, the Registrant has identified
important factors that could cause actual results to differ materially from such
expectations, including development uncertainty, operating uncertainty,
acquisition uncertainty, uncertainties relating to doing business outside of the
United States, uncertainties relating to resources, uncertainties relating to
domestic and international economic and political conditions and uncertainties
regarding the impact of regulations, changes in government policy, industry
deregulation and competition. Reference is made to all of the Registrant's SEC
Filings, including the Registrant's Proxy Statement and the Form 13E-3 filed by
the Registrant, Suez Lyonnaise des Eaux, Lyonnaise American Holding, Inc. and
LAH Acquisition Co., both of which were filed on December 10, 1999, and which
are incorporated herein by reference, for a description of such factors. UWR
assumes no responsibility to update forward-looking information contained
herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
99.1 Press Release of United Water Resources Inc. issued on
January 20, 2000.
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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: January 21, 2000 By: /s/ Donald L. Correll
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Name: Donald L. Correll
Title: Chief Executive Officer
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Exhibit Index
Exhibit
Number Description
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99.1 Press Release of United Water Resources Inc. issued on
January 20, 2000.
For immediate release
Contact: Rich Henning or Carolyn Iglesias
201 767 2869 201 767 2836
UNITED WATER RESOURCES SHAREHOLDERS APPROVE
ACQUISITION BY SUEZ LYONNAISE DES EAUX
Harrington Park, NJ, January 20, 2000--Shareholders of United Water Resources
(NYSE:UWR) today approved the company's acquisition by Suez Lyonnaise des Eaux
(LY: Paris Bourse) at a special meeting. The two companies initially announced
the agreement last August.
Under the terms of the agreement, Suez Lyonnaise des Eaux will acquire the
remaining 69.9 percent of common shares of United Water Resources that it does
not already own. United Water Resources will become a wholly owned subsidiary of
Suez Lyonnaise des Eaux, but will retain its corporate identity. "We're thrilled
that our shareholders recognized the value of this deal, " said Donald L.
Correll, chairman and CEO of United Water Resources. "This acquisition not only
enables United Water to participate in the accelerating water industry
consolidation, it also improves our ability to provide quality service to our
current and future customers and their communities."
Suez Lyonnaise des Eaux has held a significant equity stake in United Water
since 1994, and, in 1997, the companies created jointly-owned United Water
Services to compete for nonregulated water and wastewater management contracts
in North America. The joint venture, which is owned on a 50-50 basis by Suez
Lyonnaise des Eaux and United Water Resources, has been successful in winning 35
contracts in 16 states, including significant wins in Atlanta, Indianapolis,
Milwaukee, and Gary, Indiana.
--more--
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UNITED WATER RESOURCES SHAREHOLDERS APPROVE
ACQUISITION BY SUEZ LYONNAISE DES EAUX page 2
"Clearly another benefit of becoming a part of Suez Lyonnaise is the access
United Water gains to its leadership in water and wastewater research and
technology," added Correll. "The company spends an estimated $60 million
annually on research and development. United Water is already benefitting from
these advanced technologies, and more direct access to new scientific
innovations will enable us to continue providing premier service to our
customers."
Under the terms of the agreement, which have been approved by the Boards of
Directors of both companies, United Water Resources' shareholders receive $35.00
in cash for each United Water share held. It also permits United Water to
increase its regular quarterly dividend for three quarters and to pay a special
dividend at closing for an aggregate dividend increase of 48 cents per share.
The total cash to be paid to United Water shareholders is $35.48, including the
dividend increases, representing a premium of approximately 54 percent over
United Water's closing price of $22.98 on August 12, 1999. The transaction
values all of the issued common shares of United Water at $1.36 billion ($900
million for 67 percent). Suez Lyonnaise des Eaux will assume about $800 million
in net debt and preferred stock.
The transaction is still subject to the approval of certain public service
commissions in the states that United Water owns regulated utilities. The
company has already received approval from three regulatory commissions
(Arkansas, Illinois, Missouri) and expects to close during the first half of
2000.
--more--
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UNITED WATER RESOURCES SHAREHOLDERS APPROVE
ACQUISITION BY SUEZ LYONNAISE DES EAUX page 3
With annual revenues of $32.5 billion, Suez Lyonnaise des Eaux is a world leader
in private infrastructure services, with operations in more than 120 countries.
Through its water division, Lyonnaise des Eaux, the company is a world leader in
the water delegated management sector supplying 93 million people around the
world with water and wastewater services.
United Water is a holding company engaged in water-related businesses and real
estate investments with a history that dates back to 1869. As the nation's
second-largest 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 1889 and has paid cash dividends on its common stock continuously
since 1886.
