SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
November 29, 2000
E'town Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-11023 22-2596330
(State or other (Commission File (IRS Employer
jurisdiction of No.)
incorporation) Identification No.)
600 South Avenue, Westfield, New Jersey 07090
(Address of principal executive offices) (Zip code)
(908) 654-1234
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On November 29, 2000, pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of November 21, 1999, by and among E'town
Corporation ("E'town"), Thames Water Plc, a public limited company organized
under the laws of England and Wales ("Thames Water") and Edward Acquisition
Corp., a New Jersey corporation and an indirect wholly-owned subsidiary of
Thames Water ("Edward"), Edward merged with and into E'town (the "Merger").
The Merger Agreement was filed as an exhibit to E'town's current report on
Form 8-K filed with the Securities and Exchange Commission on November 24,
1999 and is incorporated by reference in its entirety herein. The
information incorporated by reference is considered to be a part of this
current report on Form 8-K, except for any information that is superseded or
modified by information included directly herein.
Prior to the Merger, E'town was a publicly owned corporation. In the
Merger, each outstanding share of common stock of E'town held by public
shareholders was canceled and converted into the right to receive $68.00 in
cash. As a result of the Merger, Thames Water indirectly owns 100% of the
capital stock of E'town.
Approximately $ 690.1 million is required to pay the Merger
consideration to the former public shareholders, repay a portion of E'town's
outstanding indebtedness and pay related fees and expenses. Thames Water
obtained these funds from (i) proceeds from the sale of medium term deposit
notes, (ii) J.P. Morgan, under a credit facility dated November 1, 2000 and
(iii) cash on hand.
Following the closing of the Merger, the following individuals are the
members of the Board of Directors of E'town: Michael Carmedy, Andrew M.
Chapman, Edward A. Clerico, Anne Evans Estabrook, John Hoffman and Jeremy
Pelczer .
In connection with the Merger, Andrew M. Chapman was also elected a
director of Thames Water North America Inc. and Thames Water Holdings
Incorporated, and Anne Evans Estabrook was nominated to the international
supervisory board of Thames Water International Services Ltd.
(b) Not applicable.
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ITEM 5. OTHER EVENTS.
On November 29, 2000, E'town issued a press release announcing the
closing of the Merger. A full text of the press release is filed as Exhibit
99.1 hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) - (b) Not Applicable
(c) Exhibits. The following exhibits are filed as part of this report:
2.1 Agreement and Plan of Merger, dated as of November 21, 1999, by and
among E'town, Thames Water Plc and Edward Acquisition Corp.
(incorporated by reference to the current report on Form 8-K dated
November 24, 1999).
99.1 Press Release, dated November 29, 2000, announcing the closing of
the Merger.
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SIGNATURES
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.
E'TOWN CORPORATION
(Registrant)
_______________________
Name: Elaine Margetts
Title: Treasurer
Date: December 11, 2000
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EXHIBIT INDEX
Exhibit Description
2.1 Agreement and Plan of Merger, dated as of November
21, 1999, by and among E'town, Thames Water Plc and
Edward Acquisition Corp. (incorporated by reference
to the current report on Form 8-K, dated November 24,
1999)
99.1 Press Release, dated November 29, 2000, announcing
the closing of the Merger.(See pages 5 - 6).
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