<PAGE>
600,000 Shares
E'TOWN CORPORATION
Common Stock
(Without Par Value)
_______________
The common stock of the Company (the "Common Stock") is traded on the
New York Stock Exchange ("NYSE") under the symbol "ETW". On May 17, 1994,
the last sale price for the Company's Common Stock was $27.75 per share.
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting
Price to Discounts and Proceeds to
Public Commissions(1) Company(2)
---------- --------------- ------------
Per Share . . . . . $27.75 $1.18 $26.57
Total(3) . . . . . $16,650,000 $708,000 $15,942,000
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
See "Underwriting".
(2) Before deducting expenses payable by the Company estimated to be
$132,000.
(3) The Company has granted to the Underwriters a 30-day option to purchase
up to 90,000 additional shares of Common Stock to cover over-allotments,
if any. See "Underwriting". If such option is exercised in full, the
total Price to Public, Underwriting Discounts and Commissions, and
Proceeds to Company will be $19,147,500, $814,200 and $18,333,300,
respectively.
_____________________
The shares of Common Stock are offered by the Underwriters named below,
subject to receipt and acceptance by them and their right to reject any order
in whole or in part. It is expected that delivery of the shares will be made
at the offices of Kidder, Peabody & Co. Incorporated, New York, New York on
or about May 24, 1994.
_____________________
Kidder, Peabody & Co. A.G. Edwards & Sons, Inc.
Incorporated
The date of this Prospectus is May 17, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OF THE COMPANY AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
______________
AVAILABLE INFORMATION
E'town Corporation ("E'town" or the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in accordance therewith, files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
concerning the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60604; and in the Public
Reference Room, 14th Floor, Seven World Trade Center, New York, New York
10048. Copies of such materials can be obtained from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, material filed by
the Company can be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 with respect to the offering made hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and
the exhibits thereto. Copies of the Registration Statement and the exhibits
thereto may be inspected without charge at offices of the Commission, and
copies of all or any portion thereof may be obtained from the Commission upon
payment of the prescribed fees.
______________
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference into this Prospectus and made a part hereof as of
their respective dates:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1993 (excluding the Board of Directors' Compensation
Committee Report on Executive Compensation and the Performance
Graph contained on pages 8-10 of the definitive Proxy Statement of
the Company dated March 30, 1994 incorporated in such Form 10-K by
reference).
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
3. The description of the Company's common stock purchase rights
contained in the Company's Registration Statement on Form 8-A,
dated February 4, 1991.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
of such documents. The documents described above are hereinafter referred to
as "Incorporated Documents." Any statement contained in an Incorporated
Document shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The information relating to the Company contained in this Prospectus
summarizes, is based upon, or refers to, information and financial statements
contained in one or more of the Incorporated Documents; accordingly, such
information contained herein is qualified in its entirety by reference to
such Incorporated Documents and should be read in conjunction therewith.
The Company undertakes to provide without charge to each person to whom
a copy of this Prospectus has been delivered, on the written or oral request
of any such person, a copy of any of the documents referred to above which
have been incorporated in this Prospectus by reference other than exhibits to
such document (unless such exhibits are specifically incorporated by
reference into such document). Requests for such copies should be directed
to: Andrew M. Chapman, Chief Financial Officer and Treasurer, E'town
Corporation, 600 South Avenue, Westfield, New Jersey 07091-0788; Telephone:
(908) 654-1234.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the
more detailed information and financial statements (including notes) which
appear elsewhere in this Prospectus and in the documents incorporated herein
by reference. Unless the context otherwise requires, the information
contained in this Prospectus assumes that the Underwriters' over-allotment
option is not exercised.
The Company
E'town is the parent company of Elizabethtown Water Company
("Elizabethtown"), a regulated public utility providing water service in
central New Jersey and E'town Properties, Inc. ("Properties"), a non-
regulated subsidiary which, together with E'town, owns undeveloped land in
New Jersey. Elizabethtown serves a retail franchise area with a population
of about 560,000 and also provides, on a wholesale basis, a portion of the
water requirements of eight municipal systems and three investor-owned water
companies. At December 31, 1992, Elizabethtown, together with its
subsidiary, The Mount Holly Water Company ("Mount Holly"), was the sixth
largest investor-owned water utility in the United States, based on gallons
of water pumped annually. Real estate parcels owned by Properties and
E'town, totalling about 740 acres, are either held for sale or are in the
process of being zoned and permitted with a view to future sale.
Elizabethtown expects to invest about $200 million in its core utility
business during the 1994-1996 period. This amount includes $100 million for
construction of the Canal Road Water Treatment Plant (the "Plant"). The
Plant, which is scheduled to be completed in 1996, is necessary to replace
groundwater supplies withdrawn from service and to meet customer demands
which are expected to continue to grow. In August 1993, the New Jersey Board
of Regulatory Commissioners (the "BRC") approved an agreement among the
principal participants in Elizabethtown's rate cases (the "1993 Plant
Stipulation"), affirming that the Plant is necessary and that Elizabethtown's
estimates, at that time, of its cost and construction period, were
reasonable. The 1993 Plant Stipulation also allows Elizabethtown, under
certain circumstances, to levy a rate surcharge during the Plant's
construction period. Elizabethtown expects to execute shortly a revolving
credit agreement with six banks to provide $60 million in short-term
financing which, together with internal funds, proceeds of future issuances
of debt and preferred stock, and capital contributions from E'town, is
expected to be sufficient to finance Elizabethtown's capital needs, including
the Plant. Due primarily to Elizabethtown's ongoing capital program,
including the Plant, Elizabethtown intends to file for rate relief later in
1994 and regularly thereafter. See "Recent Development" and "Construction
Program and Regulatory Issues".
The Offering
Issuer . . . . . . . . . . . . . . . . . E'town Corporation
Securities Offered . . . . . . . . . . . 600,000 shares of Common Stock,
without par value(1)
Shares to be Outstanding after the
Offering (as of May 17, 1994) . . . . . 6,318,276 shares(1)
NYSE Symbol . . . . . . . . . . . . . . . ETW
Latest 12-Month Closing Price Range
(through May 17, 1994) . . . . . . . . $27.75 per share to $35.75 per
share
Indicated Annual Dividend per share of
Common Stock(2) . . . . . . . . . . . . $2.04. See "Common Stock Price
Range and Dividends".
Use of Proceeds . . . . . . . . . . . . . To make an equity contribution of
approximately $15 million to
Elizabethtown (which will fund
future construction) and to fund
working capital for the Company.
See "Use of Proceeds".
- ----------------------
(1) Includes associated common stock purchase rights as described under
"Description of Common Stock".
(2) Management expects to recommend to the Board of Directors at its meeting
on May 19, 1994 the declaration of a cash dividend of $.51 per share
payable on June 30, 1994 to holders of record on June 16, 1994.
Purchasers of shares offered hereby who are holders of record on such
date will be entitled to receive this dividend, if declared.
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Summary Consolidated Financial Information
(Dollars in thousands, except per share data)
12 Months Ended
Year Ended December 31, March 31,
-------------------------- ----------------
1991 1992 1993(1) 1993 1994(1)
------ ------- ------- ------- -------
Income Statement Data:
Operating Revenues . . . . $86,086 $89,167 $99,996 $90,500 $102,518
Operating Expenses . . . . 64,138 67,115 74,661 67,970 77,027
Net Income . . . . 10,231 13,830 9,485 10,344 14,287
Earnings per Share of
Common Stock:
Primary . . . . . . . . . 2.32 2.21 2.59 2.15 2.58
Fully Diluted . . . . . . 2.28 2.18 2.54 2.13 2.54
Dividends per Share of
Common Stock . . . . . . . $2.00 $2.00 $2.01 $2.00 $2.02
Average Primary Number of
Shares of Common Stock
Outstanding (000) . . . . . 4,080 4,628 5,338 4,800 5,532
Other Data:
Common Equity as a
Percentage of Total
Capitalization . . . . . . 31.8% 37.2% 43.5% 37.3% 43.8%
Book Value per Share of
Common Stock . . . . . . . $20.21 $21.14 $22.76 $21.14 $22.77
Number of Metered
Customers . . . . 182,019 185,028 188,677 185,484 189,304
March 31, 1994
-------------------------------------------------
Actual As Adjusted(2)
------------------- ----------------------
Outstanding Ratio Outstanding Ratio
----------- ----- ----------- -----
Capitalization:
Long-term Debt-net . . . . $154,385 52.1% $154,385 49.5%
Cumulative Preferred
Stock-Redeemable . . . . 12,000 4.1% 12,000 3.8%
Common Shareholders'
Equity . . . . . . . . . 129,795 43.8% 145,605 46.7%
------- ----- ------- ----
Total Capitalization .. . $296,180 100.0% $311,990 100.0%
======= ===== ======= =====
_____________________________
(1) Net income for 1993 and the 12 months ended March 31, 1994 exceeded
net income for the prior year and 12-month period because of higher
levels of outdoor water use due to abnormally hot and dry summer
weather, the gain from a sale of land and the combined effect of
rate increases effective March, 1992 and 1993. The percentage
increases in earnings per share for these periods were less than
the percentage increases in net income because of the additional
shares issued in 1993. Management estimates that above normal
water usage contributed approximately $1.8 million to net income or
$.34 to earnings per share. The land sale generated a gain of $1.1
million or $.21 per share. Accordingly, management does not regard
these results of operations to be indicative of 1994 financial
performance.
(2) As adjusted to reflect the sale of the Common Stock offered hereby
for estimated net proceeds of $15,810,000, as described under "Use
of Proceeds".
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<PAGE>
MAP
[See narrative description of Map contained in Appendix A.]
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<PAGE>
THE COMPANY
The Company, a New Jersey corporation, is a holding company whose
principal subsidiary, Elizabethtown, is a regulated water utility, one of
whose corporate predecessors was first incorporated in 1854. The Company was
formed in 1985 to become the holding company for Elizabethtown pursuant to a
reorganization approved by Elizabethtown's stockholders and the BRC. Mount
Holly is a wholly-owned subsidiary of Elizabethtown. E'town and its non-
regulated subsidiary, Properties, currently own approximately 740 acres of
land in New Jersey which are either held for sale or are in the process of
being zoned and permitted with a view to future sale. The Company has no
plans to acquire additional real estate.
Elizabethtown and Mount Holly are engaged in the treatment and
distribution of water for domestic, commercial, industrial and fire
protection purposes and for resale to municipal systems and other investor-
owned water companies. Throughout their central New Jersey service area,
Elizabethtown and Mount Holly serve a population of approximately 560,000 at
retail and provide, on a wholesale basis, a portion of the water requirements
of eight municipal entities and three investor-owned water utilities. All of
the Company's consolidated revenues are currently contributed by the
Company's water utility business. At December 31, 1992, Elizabethtown,
together with Mount Holly, was the sixth largest investor-owned water utility
in the United States, based on gallons of water pumped annually.
Elizabethtown and Mount Holly are subject to regulation by the BRC with
respect to rates and service, the issuance and sale of securities,
classification of accounts, mergers, and other matters. Elizabethtown and
Mount Holly periodically seek rate relief to cover the cost of increased
operating expenses, increases in financing expenses due to additional
investments in utility plant, and other costs of doing business.
Because Elizabethtown expects its rate base to grow more quickly than
pumpage over the next several years, Elizabethtown anticipates filing for a
rate increase in 1994, and regularly thereafter, so that it may have the
opportunity to realize satisfactory returns on equity. Adequate equity
returns will be necessary for E'town and Elizabethtown to continue to attract
external capital to finance improvements necessary to maintain safe and
adequate service. Future earnings of Elizabethtown and, in turn, the Company
will be primarily affected by weather and customer usage, the magnitude and
timing of capital expenditures, the rate of growth of revenues and expenses,
and the adequacy and timeliness of regulatory relief.
The Company's executive offices are located at 600 South Avenue,
Westfield, New Jersey 07091-0788. Its telephone number is (908) 654-1234.
RECENT DEVELOPMENT
Elizabethtown expects to execute shortly a revolving credit agreement
with an agent bank and five additional participating banks to replace its
existing uncommitted lines of credit. The agreement provides up to $60
million in revolving short-term financing which, together with internal
funds, proceeds of future issuances of debt and preferred stock, and capital
contributions from E'town, is expected to be sufficient to finance
Elizabethtown's capital needs, including the Plant. The agreement will allow
Elizabethtown to borrow, repay and reborrow up to $60 million for the first
three years, after which time Elizabethtown may convert any outstanding
balances to a five-year fully amortizing term loan. The agreement will
further provide that, among other covenants, Elizabethtown must maintain a
ratio of
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<PAGE>
common and preferred equity to total capitalization of not less than 35% and
a pre-tax interest coverage ratio of at least 1.5 to 1.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock
offered hereby, estimated to be $15,810,000, will be used to fund an equity
contribution of approximately $15,000,000 to Elizabethtown. Elizabethtown
will invest this equity contribution on a temporary basis until needed for
future construction expenditures. The balance of the proceeds from the sale
of the Common Stock offered hereby will be used to fund working capital
requirements of the Company.
CONSTRUCTION PROGRAM AND REGULATORY ISSUES
Capital expenditures, primarily for water utility plant, were $32.7
million for 1993 and $94.2 million for the three-year period ended December
31, 1993. Capital expenditures for the three-year period ending December 31,
1996 are estimated to be $196.9 million (excluding an Allowance for Funds
Used During Construction ("AFUDC")), of which $196.5 million is for water
utility plant and $.4 million is for real estate-related expenditures.
Elizabethtown's construction program includes additional mains and
storage facilities necessary to serve customers who were added during the
last several years. In addition, Elizabethtown anticipates upgrading its
existing surface water treatment plant by rehabilitating certain components
and adding facilities designed to maximize its capacity. These projects are
designed to ensure the plant's compliance with proposed water quality and
other environmental regulations.
Elizabethtown's estimated capital expenditures through 1996 include $100
million, excluding AFUDC, for construction of the Plant. The Plant, which is
scheduled to be completed in 1996 and which will have a rated production
capacity of 40 million gallons per day, is necessary to meet existing and
anticipated customer demands and to replace groundwater supplies withdrawn
from service as a result of more restrictive water quality regulations and
groundwater contamination.
In August 1993, the BRC approved the 1993 Plant Stipulation signed by
the principal participants in Elizabethtown's rate cases. The 1993 Plant
Stipulation states that the Plant is necessary and that the Company's
estimate regarding the Plant's cost, at that time of $87 million, and
construction period are reasonable. The 1993 Plant Stipulation authorizes
Elizabethtown to levy a rate surcharge during the Plant's construction period
if its pre-tax interest coverage ratio for any 12-month historical period
drops below 2.0 times. The surcharge would equal 20% of Elizabethtown's
gross interest expense for the prior 12 months, adjusted for revenue taxes.
The surcharge would go into effect at the same time as Elizabethtown's next
base rate increase after the coverage ratio falls below 2.0 times, but in no
event prior to January 1, 1995. Also, the surcharge would remain in effect
for 12 months and could be extended by the BRC for up to six additional
months. The 1993 Plant Stipulation also provides that the rate of return on
common stockholder's equity used to calculate the rate for the equity
component of the AFUDC for the Plant will be 1.5% less than the rate of
return on common stockholder's equity established in Elizabethtown's most
recent base rate case. The authorized rate of return on common stockholder's
equity is currently 11.5%.
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<PAGE>
In early May 1994, Elizabethtown executed a lump sum contract with a
general contractor for construction of the Plant and such contractor has
commenced construction. The estimated cost of the Plant is approximately
$100 million, excluding AFUDC. Elizabethtown has notified all parties to the
1993 Plant Stipulation that the estimated cost of the Plant has increased and
will notify such parties of the $100 million cost estimate based upon the
executed contract.
Rate increases of approximately 35% in excess of current rates will be
required by Elizabethtown during the period 1994-1996, a major portion of
which will be needed to recover the expected costs of the Plant. In light of
the approval by the BRC of the 1993 Plant Stipulation, Elizabethtown expects
the BRC to grant timely and adequate rate relief for the Plant, but cannot
predict the ultimate outcome of any rate proceeding.
FUTURE FINANCING REQUIREMENTS
For the three-year period ending December 31, 1996, Elizabethtown,
including Mount Holly, estimates that 15% of its capital expenditures will be
financed with internally generated funds (after payment of common stock
dividends). The balance is expected to be financed with a combination of
proceeds from capital contributions from E'town (funded by the sale of its
Common Stock), future issuances of long-term debentures, tax-exempt New
Jersey Economic Development Authority ("NJEDA") bonds and preferred stock
and, on an interim basis, short-term borrowings under the revolving credit
agreement discussed above under "Recent Development". The NJEDA has granted
preliminary approval for the financing of almost all of Elizabethtown's major
projects over the next three years, including the Plant. Elizabethtown
expects to pursue tax-exempt financing to the extent that final allocations
are granted by the NJEDA.
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<PAGE>
COMMON STOCK PRICE RANGE AND DIVIDENDS
Since March 1992, the Company's Common Stock has been listed on the NYSE
under the symbol "ETW". Prior to that time, the Company's Common Stock was
traded on the National Association of Securities Dealers Inc. Automated
Quotation System ("NASDAQ"). The following table sets forth the high and low
closing prices per share of the Company's Common Stock for the periods
indicated, as reported by the NYSE and NASDAQ, as applicable for such
periods. The table also shows dividends paid per share on the Company's
Common Stock for the periods indicated.
Closing Prices
-----------------
Dividends
High Low Paid
------- ------- ------------
1992: First Quarter . . . . . $29.25 $27.75 $.50
Second Quarter . . . . . 27.63 25.63 .50
Third Quarter . . . . . 29.13 26.13 .50
Fourth Quarter . . . . . 29.00 26.88 .50
1993: First Quarter . . . . . 30.88 27.63 .50
Second Quarter . . . . . 31.13 29.50 .50
Third Quarter . . . . . 35.75 29.88 .50
Fourth Quarter . . . . . 34.75 30.25 .51
1994: First Quarter . . . . . 32.00 29.75 .51
Second Quarter (through
May 17, 1994) . . . 29.75 27.75 *
___________________________
* Management expects to recommend to the Board of Directors at its meeting
on May 19, 1994 the declaration of a cash dividend of $.51 per share payable
on June 30, 1994 to holders of record on June 16, 1994. Purchasers of shares
offered hereby who are holders of record on such date will be entitled to
receive this dividend, if declared.
On May 17, 1994, the last sale price for the Company's Common Stock, as
reported by the NYSE, was $27.75 per share. On December 31, 1993, there were
5,240 holders of record of the Company's Common Stock. Of the approximately
5.6 million shares outstanding as of that date, about 3.9 million shares were
registered in the name of only one holder, Cede & Co., which is a nominee of
The Depository Trust Company, a securities depositary for various banks and
brokerage firms.
The Company and its predecessors have paid cash dividends since 1880.
The indicated annual dividend rate is currently $2.04 per share. The amount
of future dividends will depend upon the Company's earnings, financial
condition, capital requirements and other factors, including the timeliness
and adequacy of rate relief granted to Elizabethtown.
The Company has a Dividend Reinvestment and Stock Purchase Plan (the
"DRP Plan") under which participating shareholders may have cash dividends on
all or a portion of their shares of Common Stock automatically reinvested in
additional shares of Common Stock at 95% of market value as outlined in the
DRP Plan, and may invest up to an additional $2,000 per month on the same
basis. No
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<PAGE>
commission or service charge is paid by participants in connection with their
purchases under the DRP Plan. In 1993, the Company received $6,009,298 in
proceeds from sales of Common Stock under the DRP Plan. The Company reserves
the right to amend or modify the DRP Plan at any time.
DESCRIPTION OF COMMON STOCK
Certain provisions of the Company's Certificate of Incorporation and By-
Laws and Elizabethtown's Restated Certificate of Incorporation and
Elizabethtown's indentures are summarized or referred to below. The
summaries are merely an outline, do not purport to be complete, do not relate
to or give effect to the provisions of statutory or common law, and are
qualified in their entirety by express reference to such Certificates of
Incorporation, By-Laws and indentures.
The Company is authorized by its Certificate of Incorporation to issue
15,000,000 shares of Common Stock, without par value, of which 5,718,276
shares were issued and outstanding as of April 30, 1994. As of April 30,
1994, the Company has agreed to keep reserved for issuance 310,850 shares of
Common Stock to satisfy the privileges of the Company's subordinated
debentures which are convertible into Common Stock at a conversion price of
$40.00 per share, subject to adjustment.
The holders of Common Stock of the Company are entitled to receive
dividends as and when declared by the Board of Directors of the Company out
of funds legally available for dividends. Payment of common stock dividends
by Elizabethtown (which currently constitutes the predominant source of cash
from earnings available to the Company) is restricted by certain provisions
of the seven indentures under which debentures of Elizabethtown are
outstanding. At March 31, 1994, $12,813,952 of Elizabethtown's retained
earnings were restricted under the most restrictive of these indenture
provisions. Therefore, $30,037,428 of E'town's consolidated retained
earnings were unrestricted. In the event of liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities. The holders of
record of Common Stock are entitled to one vote for each share of such stock
held by them. The holders of Common Stock have no cumulative voting,
preemptive or conversion rights and are not subject to further calls or
assessments by the Company. There are no redemption or sinking fund
provisions applicable to the Common Stock. The Common Stock currently
outstanding is, and the Common Stock offered pursuant to this Prospectus will
be, fully paid and non-assessable.
At the Annual Meeting of Shareholders on May 6, 1991, holders of the
Company's Common Stock adopted an amendment to the Company's Certificate of
Incorporation which provided for, among other things, a classified Board of
Directors. Such amendment may only be amended or repealed by the affirmative
vote of the holders of at least 80% of the Company's Common Stock. Also in
May 1991, the Board of Directors approved revisions to the Company's By-Laws
which provided for, among other things, certain notice requirements for
business to be properly brought by shareholders before an annual or special
meeting of shareholders, certain procedures for the nomination of directors
by shareholders, the fixing of record dates with respect to action to be
taken by shareholder vote or by written consent, and the calling of special
meetings of shareholders pursuant to a vote of the Board of Directors, action
by the Chairman or a request of shareholders holding at least 40% of the
capital stock of the Company.
The outstanding Common Stock of the Company is traded on the NYSE. The
Bank of New York is the Registrar and Transfer Agent for the Common Stock of
the Company.
On January 24, 1991, pursuant to a shareholders' rights plan adopted by
the Company, the Board of Directors of the Company declared a dividend of one
share purchase right (a "Right") for each
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<PAGE>
outstanding share of Common Stock (the "Shares") of the Company. The
dividend was paid on February 4, 1991 (the "Record Date") to the shareholders
of record on that date. Generally, each share of Common Stock issued after
the Record Date, including the shares of Common Stock offered hereby, carries
one Right. Each Right entitles the registered holder to purchase from the
Company 1/100th of one Share at a price of $.80 per 1/100th of one Share,
subject to adjustment. Until the occurrence of certain specified events,
including the acquisition by certain third parties of a large amount of
Common Stock or attempts to acquire the Company, the Rights are not
exercisable, have no dilutive effect, are evidenced by the certificates for
the shares of the Company's Common Stock and will be transferred only with
such securities. A more complete description of the Rights is set forth in
the Company's Registration Statement on Form 8-A, as amended, and the
exhibits thereto, which description has been incorporated by reference
herein. See "Incorporation of Certain Information by Reference."
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, a
copy of which is filed as an exhibit to the Registration Statement of which
this Prospectus is a part, the Company has agreed to sell to Kidder, Peabody
& Co. Incorporated and A.G. Edwards & Sons, Inc. (the "Underwriters"), and
the Underwriters have severally agreed to purchase from the Company, 300,000
shares and 300,000 shares of the Common Stock offered hereby, respectively.
The Underwriting Agreement provides that the obligations of the
Underwriters thereunder are subject to approval of certain legal matters by
counsel and to various other conditions. The nature of the Underwriters'
obligations is such that they are committed to take and pay for all the
shares of Common Stock offered hereby if any are taken.
The Company has been advised by the Underwriters that they propose to
offer the shares of Common Stock offered hereby to the public at the offering
price set forth on the cover page of this Prospectus and may offer such
shares to certain dealers at such price less a concession not in excess of
$0.71 per share, and that the Underwriters and such dealers may reallow a
discount not in excess of $0.10 per share to other dealers. The public
offering price and the concession and discount to dealers may be changed by
the Underwriters after the initial date of the public offering.
The Company has granted the Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of
90,000 additional shares of Common Stock. The Underwriters may exercise such
option only to cover over-allotments in connection with the sale of the
shares of Common Stock offered hereby.
The Company has agreed that it will not, without the prior written
consent of the Underwriters, file with the Commission a registration
statement under the Securities Act of 1933 (the "Securities Act") relating to
any issuance of its Common Stock or any security convertible into or
exchangeable for or any rights to purchase or acquire Common Stock for a
period of 180 days after the date of this Prospectus, except for shares to be
issued pursuant to the Company's DRP Plan or its existing employee benefit
plans.
The Company has agreed to indemnify the Underwriters and their
controlling persons against certain civil liabilities, including certain
civil liabilities under the Securities Act.
-11-
<PAGE>
LEGAL MATTERS
Certain legal matters concerning the offering will be passed upon for
the Company by Walter M. Braswell, Esq., Secretary of the Company, and
Winthrop, Stimson, Putnam & Roberts, New York, New York, Special Counsel for
the Company. Certain legal matters will be passed upon for the Underwriters
by McCarter & English, Newark, New Jersey. As of May 16, 1994, Mr. Braswell
owned approximately 6,352 shares (including stock options) of the Company's
Common Stock.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 have been audited by
Deloitte & Touche, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.
-12-
=============================================== =============================
No dealer, salesperson or any other person has
been authorized to give information or to make
any representations, other than those contained
in this Prospectus, in connection with the
offer contained in this Prospectus, and if 600,000 Shares
given or made, such information or
representations must not be relied upon as
having been authorized by the Company or by any E'TOWN
of the Underwriters. This Prospectus does not CORPORATION
constitute an offer to sell, or a solicitation
of an offer to buy, securities other than the
securities offered hereby or an offer to sell, Common Stock
or a solicitation of an offer to buy, any of (Without Par Value)
the securities offered hereby in any
jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdic-
tion. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any
circumstances, create an implication that there ----------------------
has been no change in the affairs of the
Company since the date hereof.
P R O S P E C T U S
--------------------
----------------------
TABLE OF CONTENTS
Kidder, Peabody & Co.
Page Incorporated
----
A.G. Edwards & Sons, Inc.
Available Information . . . . . . . . . . 2
Incorporation of Certain May 17, 1994
Information by Reference . . . . . . . 2
Prospectus Summary . . . . . . . . . . . 3
Map . . . . . . . . . . . . . . . . . . . 5
The Company . . . . . . . . . . . . . . . 6
Recent Development . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . 7
Construction Program
and Regulatory Issues . . . . . . . . . 7
Future Financing Requirements . . . . . . . 8
Common Stock Price Range
and Dividends . . . . . . . . . . . . . 9
Description of Common Stock . . . . . . . 10
Underwriting . . . . . . . . . . . . . . 11
Legal Matters . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . 12
<PAGE>
APPENDIX A
1. Narrative description of Map appearing on page 5 of the paper format
version of the Prospectus, dated May 17, 1994, included herein pursuant
to Item 304 of Regulation S-T:
The relevant graphic material, in the form of a map, generally
shows the state of New Jersey and, by use of symbols and different shading,
the service areas of Elizabethtown Water Company ("Elizabethtown") and Mount
Holly Water Company ("Mount Holly") and the location of land owned by E'town
Corporation ("E'town") or E'town Properties Inc. ("Properties") within
central New Jersey. Specifically, the map indicates the following:
A. By using "criss-cross" shading, the franchised area of
Elizabethtown (north of Trenton, New Jersey) is shown;
B. By using horizontal shading, the franchised area of Mount Holly
(south of Trenton, New Jersey) is shown;
C. By using dark shading, the area of other systems served by
Elizabethtown (north of Trenton, New Jersey) is shown;
D. By using dark circular symbols, the location of land owned by
E'town or Properties in central New Jersey is indicated;
E. By using dark square symbols, the respective locations of
Elizabethtown's Raritan-Millstone Treatment Plant and the proposed
Canal Road Treatment Plant are indicated; and
F. By using star symbols, the cities of Philadelphia, Trenton and New
York are indicated.
