<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____ to ____
Commission file number 0-18595
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ELIZABETHTOWN WATER COMPANY SAVINGS
AND INVESTMENT PLAN - 401-K
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
E'TOWN CORPORATION
600 South Avenue
Westfield, New Jersey 07090
<PAGE> 2
ELIZABETHTOWN WATER COMPANY
SAVINGS AND INVESTMENT PLAN - 401(k)
TABLE OF CONTENTS
DESCRIPTION PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits as of
December 31, 1997 and 1996 2 - 3
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1997 and 1996 4 - 5
Notes to Financial Statements for the Years Ended
December 31, 1997 and 1996 6 - 9
Supplemental Schedule of Assets Held for Investment Purposes
as of December 31, 1997 (Item 27a) 10
Supplemental Schedule of Reportable Transactions for
the Year Ended December 31, 1997 (Item 27d) 11-12
Supplemental schedules not filed herewith are omitted because of the absence of
conditions under which they are required.
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
Elizabethtown Water Company
Savings and Investment Plan - 401(k)
We have audited, by fund and in total, the accompanying statements of net assets
available for benefits of Elizabethtown Water Company Savings and Investment
Plan - 401(k) (the "Plan") as of December 31, 1997 and 1996, and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, by fund and in total,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
table of contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 1997 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.
Deloitte & Touche LLP
June 24, 1998
<PAGE> 4
ELIZABETHTOWN WATER COMPANY
SAVINGS AND INVESTMENT PLAN - 401(K)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Compass Fidelity
PNC Fidelity PNC Capital Large Advisor Growth Janus
Investment Advisor High Balanced Cap Value Opportunities Worldwide
Contract Fund Yield Fund Profile Fund Equity Fund Fund Fund
----------------------------------------------------------------------------------------------
ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Contributions Receivable $ 3,948 $ 2,799 $ 2,793 $ 7,611 $ 7,460 $ 7,405
Accounts Receivable 2,154 -- -- -- -- --
Accrued Repayment of Loans 189 223 326 670 489 727
Investments 753,491 444,400 629,455 1,906,108 1,098,115 1,095,413
----------- ----------- ----------- ----------- ----------- -----------
Total Assets 759,782 447,422 632,574 1,914,389 1,106,064 1,103,545
----------- ----------- ----------- ----------- ----------- -----------
LIABILITIES:
Forfeitures due the Company -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Total Liabilities -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 759,782 $ 447,422 $ 632,574 $ 1,914,389 $ 1,106,064 $ 1,103,545
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Compass E'town
Capital Small Corporation
Cap Growth Common Loan
Equity Fund Stock Fund Fund Total
-------------------------------------------------------------
ASSETS:
<S> <C> <C> <C> <C>
Contributions Receivable $ 5,049 $ 21,694 -- $ 58,759
Accounts Receivable -- -- -- 2,154
Accrued Repayment of Loans 243 665 -- 3,532
Investments 780,312 9,778,258 $ 291,091 16,776,643
----------- ----------- ----------- -----------
Total Assets 785,604 9,800,617 291,091 16,841,088
----------- ----------- ----------- -----------
LIABILITIES:
Forfeitures due the Company -- -- -- 0
----------- ----------- ----------- -----------
Total Liabilities -- -- -- 0
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 785,604 $ 9,800,617 $ 291,091 $16,841,088
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
-2-
<PAGE> 5
ELIZABETHTOWN WATER COMPANY
SAVINGS AND INVESTMENT PLAN - 401(K)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Evergreen E'town
Evergreen Intermediate Corporation
Growth Term Gov't Common
Savings & Income Securities Stock Loan
Fund Fund Fund Fund Fund Total
-------------------------------------------------------------------------------------
ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Contributions Receivable $ 11,965 $ 36,923 $ 10,394 $ 43,528 -- $ 102,810
Cash -- 78 7 64,191 -- 64,276
Accrued Income 8 38 4,222 -- -- 4,268
Accrued Repayment of Loans 642 1,249 355 1,164 -- 3,410
Investments 878,388 2,872,910 891,855 4,008,785 $ 137,450 8,789,388
---------- ---------- ---------- ---------- ---------- ----------
Total Assets 891,003 2,911,198 906,833 4,117,668 137,450 8,964,152
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES:
Forfeitures due the Company -- -- -- 5,618 -- 5,618
---------- ---------- ---------- ---------- ---------- ----------
Total Liabilities -- -- -- 5,618 -- 5,618
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ 891,003 $2,911,198 $ 906,833 $4,112,050 $ 137,450 $8,958,534
========== ========== ========== ========== ========== ==========
</TABLE>
See notes to financial statements.
-3-
<PAGE> 6
ELIZABETHTOWN WATER COMPANY
SAVINGS AND INVESTMENT PLAN - 401(K)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Evergreen
Intermediate
Evergreen Term Compass
Growth Government PNC Fidelity PNC Capital Large
Savings & Income Securities Investment Advisor High Balanced Cap Value
Fund Fund Fund Contract Fund Yield Fund Profile Fund Equity Fund
----------------------------------------------------------------------------------------------
ADDITIONS:
Contributions:
<S> <C> <C> <C> <C> <C> <C> <C>
Employer -- -- -- -- -- -- --
Employees $ 41,810 $ 124,160 $ 35,186 $ 79,191 $ 58,498 $ 63,232 $ 155,008
Dividend Income -- 10,763 9,645 -- 12,535 -- 22,720
Interest Income 18 105 15 772 -- 44 3,245
Rollovers 1,017 1,780 509 -- -- 5,594 11,188
Net Appreciation
(Depreciation) in fair value
of investments 13,738 (25,495) (15,204) 51,502 12,257 32,721 595,533
Transfer from Old Funds -- -- -- 1,852,572 -- -- 2,993,909
Transfers between Funds 12,876 (10,627) (26,748) (1,207,481) 374,661 544,319 (1,800,068)
Participant Loans -- -- -- -- -- -- --
Repayment of Loan 2,018 3,845 1,082 3,005 3,370 4,461 7,454
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Additions 71,477 104,531 4,485 779,561 461,321 650,371 1,988,989
----------- ----------- ----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Distributions to Participants 8,423 21,075 5,138 6,833 3,433 2,125 23,895
Forfeitures -- -- -- -- -- -- --
Employee Loans 6,438 1,350 622 12,946 10,466 15,672 50,705
Repayment of Loans -- -- -- -- -- -- --
Transfer to New Funds 947,619 2,993,304 905,558 -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Deductions 962,480 3,015,729 911,318 19,779 13,899 17,797 74,600
----------- ----------- ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) (891,003) (2,911,198) (906,833) 759,782 447,422 632,574 1,914,389
TRANSFER OF ELIZABETHTOWN WATER
COMPANY EMPLOYEE STOCK OWNERSHIP
PLAN ASSETS -- -- -- -- -- -- --
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 891,003 2,911,198 906,833 -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 0 $ 0 $ 0 $ 759,782 $ 447,422 $ 632,574 $ 1,914,389
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fidelity Compass E'town
Advisor Growth Janus Capital Small Corporation
Opportunities Worldwide Cap Growth Common Stock Loan
Fund Fund Equity Fund Fund Fund Total
--------------------------------------------------------------------------------
ADDITIONS:
Contributions:
<S> <C> <C> <C> <C> <C> <C>
Employer -- -- -- $ 411,292 -- $ 411,292
Employees $ 152,262 $ 150,451 $ 91,641 184,574 -- 1,136,013
Dividend Income 11,167 35,763 -- 478,121 -- 580,714
Interest Income 74 74 53 3,101 $ 13,439 20,940
Rollovers 28,636 24,108 4,529 6,308 -- 83,669
Net Appreciation
(Depreciation) in fair value
of investments 98,838 (29,353) 65,196 2,034,842 -- 2,834,575
Transfer from Old Funds -- -- -- -- -- 4,846,481
Transfers between Funds 834,102 988,751 633,343 (343,128) -- 0
Participant Loans -- -- -- -- 199,042 199,042
Repayment of Loan 5,688 10,676 4,847 12,394 -- 58,840
----------- ----------- ----------- ----------- ----------- -----------
Total Additions 1,130,767 1,180,470 799,609 2,787,504 212,481 10,171,566
----------- ----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Distributions to Participants 3,649 39,604 4,564 414,507 -- 533,246
Forfeitures -- -- -- 110 -- 110
Employee Loans 21,054 37,321 9,441 33,027 -- 199,042
Repayment of Loans -- -- -- -- 58,840 58,840
Transfer to New Funds -- -- -- -- -- 4,846,481
----------- ----------- ----------- ----------- ----------- -----------
Total Deductions 24,703 76,925 14,005 447,644 58,840 5,637,719
----------- ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) 1,106,064 1,103,545 785,604 2,339,860 153,641 4,533,847
TRANSFER OF ELIZABETHTOWN WATER
COMPANY EMPLOYEE STOCK OWNERSHIP
PLAN ASSETS -- -- -- 3,348,707 -- 3,348,707
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR -- -- -- 4,112,050 137,450 8,958,534
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 1,106,064 $ 1,103,545 $ 785,604 $ 9,800,617 $ 291,091 $16,841,088
=========== =========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE> 7
ELIZABETHTOWN WATER COMPANY
SAVINGS AND INVESTMENT PLAN - 401(K)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Evergreen E'town
Evergreen Intermediate Corporation
Growth Term Gov't Common
Savings & Income Securities Stock Loan
Fund Fund Fund Fund Fund Total
----------------------------------------------------------------------------------
ADDITIONS:
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employer -- -- -- $ 327,118 -- $ 327,118
Employees $ 159,814 $ 456,482 $ 150,423 223,479 -- 990,198
Dividend Income -- 63,459 47,437 235,146 -- 346,042
Interest Income 98 303 143 841 $ 16,025 17,410
Rollovers 17,654 -- 17,654 -- -- 35,308
Net Appreciation
(Depreciation) in fair value of investments 48,578 419,423 (17,317) 222,851 -- 673,535
Transfers between Funds -- 57,259 4 12,715 -- 69,978
Participant Loans -- -- -- -- 42,756 42,756
Repayment of Loan 7,277 17,445 3,831 16,769 -- 45,322
---------- ---------- ---------- ---------- ---------- ----------
Total Additions 233,421 1,014,371 202,175 1,038,919 58,781 2,547,667
---------- ---------- ---------- ---------- ---------- ----------
DEDUCTIONS:
Distributions to Participants 11,231 10,115 4,151 59,602 -- 85,099
Forfeitures -- -- -- 5,618 -- 5,618
Employee Loans 19,600 21,700 -- 1,456 42,756
Repayment of Loans -- -- -- -- 85,377 85,377
Transfer between Funds 33,604 -- 22,397 13,977 -- 69,978
---------- ---------- ---------- ---------- ---------- ----------
Total Deductions 64,435 31,815 26,548 80,653 85,377 288,828
---------- ---------- ---------- ---------- ---------- ----------
NET INCREASE (DECREASE) 168,986 982,556 175,627 958,266 (26,596) 2,258,839
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 722,017 1,928,642 731,206 3,153,784 164,046 6,699,695
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 891,003 $2,911,198 $ 906,833 $4,112,050 $ 137,450 $8,958,534
========== ========== ========== ========== ========== ==========
</TABLE>
See notes to financial statements.
-5-
<PAGE> 8
ELIZABETHTOWN WATER COMPANY
SAVINGS AND INVESTMENT PLAN - 401(k)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1. DESCRIPTION OF THE PLAN
General
The Savings and Investment Plan - 401(k) (Plan) was adopted by the
Elizabethtown Water Company (Company) as of January 1, 1988. The Plan
is administered by the Administrative Committee of the Company,
appointed from time to time by the Board of Directors. Expenses
incurred in the administration of the Plan are paid by the Company.
Effective January 1, 1997, the Company merged the Elizabethtown Water
Company Employee Stock Ownership Plan into the Plan. The merger of the
two plans does not have an impact on participants' benefits. In
connection with this merger, 105,871 shares of E'town Corporation
common stock were transferred to the E'town Corporation Common Stock
Fund.
Eligibility
Employees of Elizabethtown Water Company, The Mount Holly Water
Company, E'town Corporation and E'town Properties who were non-union
employees as of January 1, 1988 were eligible to join the Plan. As of
January 1, 1995, employees who are union employees are eligible to join
the Plan. Employees may become members of the Plan after three months
of service and may enter the Plan at the next entry date. The entry
dates are January 1 and July 1. If an employee withdraws from the Plan,
the employee may not rejoin the Plan until the second entry date
following withdrawal.
Contributions
Non-union employees may reduce their salaries up to 10% or a dollar
limit of $9,500 and direct that the salary reductions be invested in
the Plan. This salary reduction, in accordance with the Internal
Revenue Code Section 401(k), shall not be subject to Federal or state
income taxes. From January 1 through March 31, 1996, the Company
matched 50% and effective April 1, 1996, the Company matches 60% of
participating non-union employees' salary reductions up to 6%.
Union employees may reduce their salaries up to 6% and, effective
February 1, 1996 and 1997, the Company matched 10% and 20%,
respectively, of participating union employees' salary reductions up to
that 6%.
Salary reductions are deducted each payroll period and deposited along
with the Company's matching contributions with the Trustee at the end
of the month.
The Plan provides that the salary reductions and matching contributions
are recorded in the accounts of the eligible participants.
Vesting and Distribution
All salary reductions are 100% vested and non-forfeitable. Employees
are vested in Company matching contributions based upon years of
service. Employees vest 25% each year after two
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<PAGE> 9
years of service and are 100% vested after five years of service.
Distributions may be made from the plan upon retirement, disability,
death or separation from service. Distributions may also be made for
special financial hardship situations in accordance with the Internal
Revenue Code guidelines.
Loans
Participants who are non-union may be granted a loan for Plan
designated purposes for up to 50% of their vested plan balance. Loans
are repaid over a period of up to 5 years, or longer for a loan for the
purchase of a principal residence. The interest rate is 2 points above
prime or the prevailing mortgage rate for a residential loan. At
December 31, 1997, interest rates on these loans range from 6.61% to
11% and maturity dates range from July,1998 to March, 2007. The loan
and the interest payments are credited to the participants' investment
funds in relation to the participants' investment decision.
Termination of the Plan
The Plan may be terminated at any time by the Company. In the event of
termination, the assets of the Plan will be distributed to the
participants by the Trustees, according to the participants' account
balances, less the administration costs of the Trustee.
Investments
From January 1, 1996 to April 1, 1997 First Union National Bank was the
record keeper and Trustee of the Plan. At that time, participants could
elect to have their contributions invested in any of the four following
funds. The Company's matching contribution was invested in the E'town
Corporation Stock Fund.
Savings Fund - The Savings Fund is invested in a Guaranteed
Investment Contract Fund (GIC), managed by First Union
National Bank which invests in GIC's and short-term
securities.
Evergreen Growth and Income Fund - The Growth and Income Fund
is invested in a Capital Appreciation Equity Fund managed by
First Union National Bank which invests in diversified common
stocks and income securities convertible into common stock.
Evergreen Intermediate-Term Government Securities Fund - The
Intermediate-Term Government Fund is invested in an
intermediate-term government securities fund managed by First
Union National Bank which invests primarily in U.S. Treasury
obligations and money market instruments.
E'town Corporation Stock Fund - The Stock Fund is invested in
E'town Corporation common stock which is traded on the New
York Stock Exchange. The shares were held in trust for the
Plan by First Union National Bank. The Plan had 126,760 shares
of E'town Corporation common stock at December 31, 1996.
Effective April 1, 1997 PNC Bank was appointed record keeper and
Trustee. On that date, investments held in the previous First Union
National Bank funds were transferred to investments of PNC Bank.
Participants may elect to have their contributions and their
investments balance invested in any of the following eight investments:
PNC Investment Contract Fund - The PNC Investment Contract
Fund is invested in guaranteed investment contracts (GIC's)
issued by insurance companies and cash
-7-
<PAGE> 10
equivalents. This fund is managed by PNC Asset Management. The average
maturity of the fund is less than three years.
Fidelity Advisor High Yield Fund - The Fidelity Advisor High Yield Fund
is invested in bonds of mature and "turnaround" companies seeking
higher yields and appreciation through lower-rated bonds. This fund is
managed by Fidelity Investments.
PNC Balanced Profile Fund - The PNC Balanced Profile Fund is a balanced
fund invested in the following Compass Capital Funds: Select Equity
Portfolio, Growth Equity Portfolio, Value Equity Portfolio and Mid-Cap
Growth Equity Portfolio. These funds are managed by PNC Asset
Management.
Compass Capital Large Cap Value Equity Fund - The Compass Capital Large
Cap Value Equity Fund invests in stock with prices relative to earnings
and book values that are below average and have a market capitalization
in excess of $5 billion. This fund is managed by Compass Distributors,
Inc.
Fidelity Advisor Growth Opportunities Fund - The Fidelity Advisor
Growth Opportunities Fund is invested in growth stocks of companies
with above average growth in sales and earnings. This fund is managed
by Fidelity Investments.
Janus Worldwide Fund - The Janus Worldwide Fund invests in common stock
of foreign and domestic companies seeking long term growth of capital.
This fund is managed by Janus.
Compass Capital Small Cap Growth Equity Fund - The Compass Capital
Small Cap Growth Equity Fund invests in small cap stocks that exhibit
earnings growth rate prospects and have a market value capitalization
below $1 billion. This fund is managed by Compass Distributors, Inc.
E'town Corporation Common Stock Fund - The E'town Corporation Stock
Fund is invested in E'town Corporation common stock which is traded on
the New York Stock Exchange. The shares are held in trust for the Plan
by PNC Bank. The Plan has 237,302 shares of E'town Corporation common
stock at December 31, 1997.
The Plan's investments are reported at fair market value based on closing
market quotations at December 31, 1997 and 1996. Purchases and sales of
securities are recorded on a trade date basis.
AT December 31, 1997, the following investments held were greater than 5%
of the fair value of the Plan's net assets at the end of the Plan year:
Compass Large Cap Value Equity Fund, Fidelity Advisor Growth
Opportunities Fund, Janus Worldwide Fund and E'town Corporation Common
Stock Fund.
2. TAX STATUS
The Plan conforms with the requirements of Section 401(b) of the Internal
Revenue Code and is entitled to exemption from Federal income taxation by
the Internal Revenue Code.
The Plan obtained its latest determination letter on July 24, 1995, in
which the Internal Revenue Service stated that the Plan is in compliance
with the applicable requirements of the Internal Revenue Code. Therefore,
there is no provision for income taxes in the Plan's financial
statements.
-8-
<PAGE> 11
3. OTHER
The Plan's accounts are maintained on an accrual basis.
The Plan considers all highly liquid investments with maturity dates of
90 days or less to be cash equivalents.
There are no material lease commitments or parties in interest
transactions.
As of December 31, 1997 and 1996, benefits of $0 and $146,526
respectively, were due to participants who have withdrawn from
participation in the Plan.
-9-
<PAGE> 12
ELIZABETHTOWN WATER COMPANY Form 5500
SAVINGS AND INVESTMENT PLAN - 401(k) Item 27(a)
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Item 27(a))
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Original Cost Market Value
------------- ------------
<S> <C> <C>
PNC INVESTMENT CONTRACT FUND
402,290.78 Shares @ $1.873 per share $ 730,111 $ 753,491
FIDELITY ADVISOR HIGH YIELD FUND
35,325.91 Shares @ $12.58 per share 442,996 444,400
PNC BALANCED PROFILE FUND
38,531.73 Shares @ $16.336 per share 598,604 629,455
COMPASS CAPITAL LARGE CAP VALUE EQUITY FUND
122,343.29 Shares @ $15.58 per share 1,797,817 1,906,108
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
25,868.44 Shares @ $42.45 per share 1,061,404 1,098,115
JANUS WORLDWIDE FUND
28,994.52 Shares @ $37.78 per share 1,164,796 1,095,413
COMPASS CAPITAL SMALL CAP GROWTH EQUITY FUND
38,514.90 Shares @ $20.26 per share 757,178 780,312
E'TOWN CORPORATION COMMON STOCK
237,301.53 Shares @ $40.19 per share 6,218,387 9,536,674
E'TOWN CORPORATION STOCK LIQUIDITY FUND
241,583.68 Shares @ $1.00 per share 241,584 241,584
LOAN FUND
Market value at December 31, 1997 represents
the total unpaid principal balance at the
end of the year. Interest rates on these
loans range from 6.61% to 11%. Maturity
dates range from July, 1998 through March,
2007. 291,091 291,091
----------- -----------
TOTAL $13,303,968 $16,776,643
=========== ===========
</TABLE>
-10-
<PAGE> 13
ELIZABETHTOWN WATER COMPANY FORM 5500
SAVINGS AND INVESTMENT PLAN - 401(K) ITEM 27(d)
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS (ITEM 27(d))
FOR THE YEAR ENDED DECEMBER 31, 1997 *
<TABLE>
<CAPTION>
NUMBER NUMBER NET
OF TOTAL OF TOTAL GAIN /
PURCHASES PURCHASES SALES SALES (LOSS)
--------- --------- ------ ----- -------
<S> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
SAVINGS FUND:
Stable Portfolio Group Trust 1 $ 938,422 $ 13,563
EVERGREEN GROWTH & INCOME FUND:
First Union Evergreen Growth & Income Fund 1 2,957,784 (26,907)
EVERGREEN INTERMEDIATE TERM GOVERNMENT
SECURITIES FUND:
First Union Evergreen Intermediate Term Government Bond 1 893,295 (15,186)
PNC INVESTMENT CONTRACT FUND:
PNC EBT Investment Contract Fund 1 1,105,699 24,896
PNC EBT Investment Contract Fund 1 668,115 9,548
COMPASS CAPITAL LARGE CAP VALUE EQUITY FUND:
Compass Capital Large Cap Value Equity Fund 1 $500,755 1 1,866,010 234,908
Compass Capital Large Cap Value Equity Fund 1 1,037,125 122,231
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND:
Fidelity Advisor Growth Opportunities Fund 1 491,346
Fidelity Advisor Growth Opportunities Fund 1 749,204
JANUS WORLDWIDE FUND:
Janus Worldwide Fund 1 629,825
Janus Worldwide Fund 1 562,107
E'TOWN CORPORATION COMMON STOCK FUND:
E'Town Corporation Common Stock 1 812,814 65,868
</TABLE>
(CONTINUED)
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<PAGE> 14
ELIZABETHTOWN WATER COMPANY FORM 5500
SAVINGS AND INVESTMENT PLAN - 401(K) ITEM 27(d)
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS (ITEM 27(d))
FOR THE YEAR ENDED DECEMBER 31, 1997 * (CONCLUDED)
<TABLE>
<CAPTION>
NUMBER NUMBER NET
OF TOTAL OF TOTAL GAIN /
PURCHASES PURCHASES SALES SALES (LOSS)
--------- --------- ------ ----- ------
<S> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
SAVINGS FUND:
Stable Portfolio Group Trust 7 $ 66,483 7 $ 958,611 $ 13,738
EVERGREEN GROWTH & INCOME FUND:
First Union Evergreen Growth & Income Fund 7 168,226 7 3,015,640 (25,495)
EVERGREEN INTERMEDIATE TERM GOVERNMENT:
SECURITIES FUND:
First Union Evergreen Intermediate Term Government Bond 10 49,408 7 926,059 (15,204)
PNC INVESTMENT CONTRACT FUND:
PNC EBT Investment Contract Fund 23 786,527 28 1,946,658 37,670
FIDELITY ADVISOR HIGH YIELD FUND:
Fidelity Advisor High Yield Fund 30 602,461 15 160,064 598
PNC BALANCED PROFILE FUND:
PNC Balanced Profile Fund 20 1,185,271 21 588,760 2,094
COMPASS CAPITAL LARGE CAP VALUE EQUITY FUND:
Compass Large Cap Value Equity Fund 25 1,471,745 32 3,042,595 377,899
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND:
Fidelity Advisor Growth Opportunities Fund 27 1,518,560 20 462,594 5,438
JANUS WORLDWIDE FUND:
Janus Worldwide Fund 32 1,560,879 28 397,385 1,301
COMPASS CAPITAL SMALL CAP GROWTH EQUITY FUND:
Compass Small Cap Growth Equity Fund 33 995,414 17 239,895 1,659
E'TOWN CORPORATION COMMON STOCK FUND:
E'Town Corporation Common Stock 43 1,990,086 42 1,708,866 102,488
E'Town Corporation Stock Liquidity Fund 35 1,129,165 30 887,582 --
</TABLE>
* Reportable transactions consist of any single transaction or series of
transactions within the Plan year with the same person or entity or for
the same security which, when aggregated, involves an amount that is in
excess of 5% of the fair value of Plan assets at the beginning of the
Plan year.
-12-
<PAGE> 15
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33 -
56819 on Form S-8 of E'Town Corporation of our report dated June 24, 1998
appearing in this Annual Report on Form 11-K of Elizabethtown Water Company
Savings and Investment Plan - 401(K) for the year ended December 31, 1997.
Deloitte & Touche LLP
Parsippany, NJ
June 24, 1998
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 30, 1998 ELIZABETHTOWN WATER COMPANY
SAVINGS AND INVESTMENT PLAN - 401(K)
By: /s/ Gail P. Brady
---------------------------
Name: Gail P. Brady
Title: Trustee
