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 18, 1998
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PHILADELPHIA SUBURBAN CORPORATION
---------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 1-6659 23-1702594
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
762 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010
--------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(610) 527-8000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
<PAGE>
Item 4. Results of Vote of Security Holders
-----------------------------------
The Special Meeting of Shareholders of Philadelphia Suburban
Corporation ("PSC") was held on November 16, 1998 at the
headquarters of the Company, 762 W. Lancaster Avenue, Bryn
Mawr, Pennsylvania, pursuant to the Notice sent on or about
October 2, 1998 to all shareholders of record at the close of
business on September 18, 1998. At that meeting, the
shareholders were asked to act upon the following proposals:
1. Approval of the Amended and Restated Agreement and Plan of
Merger, dated as of August 5, 1998 (the "Merger Agreement"),
by and among PSC, Consumers Acquisition Company
("Acquisition") and Consumers Water Company ("Consumers"),
providing for the merger of Consumers with and into
Acquisition, a wholly-owned subsidiary of PSC.
<TABLE>
<CAPTION>
Broker
For Against Abstentions Non-Vote
--- ------- ----------- --------
<S> <C> <C> <C>
20,029,416 188,612 177,946 0
</TABLE>
2. Approval of an amendment to PSC's Articles of Incorporation
increasing the authorized shares of PSC common stock, par
value $.50 per share from 40,000,000 to 100,000,000.
<TABLE>
<CAPTION>
Broker
For Against Abstentions Non-Vote
--- ------- ----------- --------
<S> <C> <C> <C>
18,675,085 1,511,642 209,247 0
</TABLE>
3. Approval of an amendment to PSC's 1994 Equity Compensation
Plan (the "Equity Compensation Plan") to increase from
1,900,000 to 2,900,000, the aggregate authorized shares of the
PSC Common Stock that may be issued or transferred under the
Equity Compensation Plan and to adopt certain other amendments
to the terms of the Equity Compensation Plan necessary for the
issuance of options to holders of options to purchase
Consumers Common Stock pursuant to the Merger Agreement
<TABLE>
<CAPTION>
Broker
For Against Abstentions Non-Vote
--- ------- ----------- --------
<S> <C> <C> <C>
18,620,728 1,357,866 417,380 0
</TABLE>
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<PAGE>
Item 5. Other Events
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The disclosure contained in the Press Release attached hereto
as Exhibit 1 is incorporated by reference herein.
- 3 -
<PAGE>
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 thereunto duly authorized.
PHILADELPHIA SUBURBAN CORPORATION
Date: November 18, 1998 /s/ Roy H. Stahl
---------------------------------
Name: Roy H. Stahl
Title: Senior Vice President and
General Counsel
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<PAGE>
EXHIBIT INDEX
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Exhibit Page
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1 Press release dated November 16, 1998 6
- 5 -
NEWS
Philadelphia Suburban Corporation CONTACT: Idalia Rodriguez
762 W. Lancaster Avenue Director, Investor Relations
Bryn Mawr, Pennsylvania (610) 645-1084
19010-3489 www.suburbanwater.com
610.525.1400 [email protected]
(PSC LOGO)
FOR RELEASE: November 16, 1998
PHILADELPHIA SUBURBAN CORPORATION AND CONSUMERS WATER COMPANY MERGER
APPROVED AT TODAY'S SHAREHOLDER MEETING
BRYN MAWR, PA, November 16 - Shareholders of Philadelphia Suburban
Corporation (NYSE:PSC) and Consumers Water Company (NASDAQ:CONW) today
overwhelmingly approved the proposed merger agreement between the two companies.
Philadelphia Suburban shareholders also approved proposals to increase
the authorized shares of PSC Common Stock and an amendment to the Company's
equity compensation plan.
The merger with Consumers will make PSC one of the largest
investor-owned water companies in the nation, increasing its customer count by
71 percent. PSC Chairman Nicholas DeBenedictis said, "This merger is taking
place at a very dynamic time in the water utility industry--a time when there is
significant opportunity for consolidation. The critical mass and new geographic
locations resulting from the merger will provide the combined companies with new
growth and cost savings opportunities.
DeBenedictis added, "While this merger appears to be a change from
PSC's regional growth-through-acquisition strategy, we will continue to expand
the Company in our growing southeastern Pennsylvania region while implementing
the same regional growth strategy in Consumers' markets in the five states in
which they operate."
Consumers President Peter L. Haynes said, "This merger combines the
multi-state management strength and five-state reach of Consumers with the
business development and technical expertise of Philadelphia Suburban to make a
company that will better meet the needs of customers and employees while
producing opportunities for increased value for shareholders of both companies."
Third quarter and nine month earnings and revenues reported recently
for both companies showed positive results. If the merger were finalized today,
the currently strong financial condition and earnings of the companies through
September 30, 1998, would make the merger immediately accretive to earnings for
the combined company.
<PAGE>
The merger can be finalized after regulatory approvals from each of the five
states where operations exist and are expected in 60-90 days.
Consumers Water Company owns and operates water and wastewater
utilities located in Ohio, Illinois, Pennsylvania, New Jersey, and Maine. The
company serves approximately 670,000 residents in a five-state area. PSC is
currently the third-largest, investor-owned water utility in the country,
serving approximately one million residents in 96 municipalities in Delaware,
Montgomery, Chester, Bucks and Berks Counties in Pennsylvania.
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