<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
Under the Securities Exchange Act of 1934
(Amendment No. Seventeen)/1/
PHILADELPHIA SUBURBAN CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.50 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
718009-6-08
---------------------------------------------------------------
(CUSIP Number)
Francois Jobard Michel Avenas
Vivendi c/o Anjou International
42 Avenue de Friedland 75380 Management Services, Inc.
Paris, Cedex 08, France 800 Third Avenue
3314-924-4924 New York, New York 10022
212-753-2000
Roger H. Kimmel, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022
(212) 906-1200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 27, 1998
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
_______________________
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 718009-6-08 PAGE 2 OF 8 PAGES
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vivendi
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
France
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
2,987,200
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 664,666
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,987,200
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
664,666
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,651,866
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 13.3% (based upon 27,448,974 shares outstanding as of March
31, 1998 according to Philadelphia Suburban Corporation's Report on Form
10-Q for the Quarter Ended March 31, 1998)
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TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 718009-6-08 PAGE 3 OF 8 PAGES
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anjou International Company
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 664,666
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
664,666
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
664,666
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 2.4% (based upon 27,448,974 shares outstanding as of March
31, 1998 according to Philadelphia Suburban Corporation's Report on Form
10-Q for the Quarter Ended March 31, 1998)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 718009-6-08 PAGE 4 OF 8 PAGES
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This Amendment No. 17, which amends and restates in its entirety the
Statement on Schedule 13D, dated September 7, 1983, as amended, of Compagnie
Generale des Eaux ("CGE"), whose name has been subsequently changed to Vivendi,
is filed to reflect information required pursuant to Rule 13d-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended,
relating to the shares of Common Stock, par value $.50 per share, of
Philadelphia Suburban Corporation, a Pennsylvania corporation (the "Issuer").
ITEM 1. SECURITY AND ISSUER.
The Issuer's principal executive offices are located at 762 Lancaster
Avenue, Bryn Mawr, Pennsylvania 19010. This statement relates to the shares of
common stock, par value $.50 per share, of the Issuer (the "Shares").
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Vivendi, a French corporation
("Vivendi"), and Anjou International Company ("Anjou"), a wholly owned
subsidiary of Vivendi. Vivendi is the new corporate name of CGE, the original
reporting person from the previous Schedule 13D and amendments.
(b) The business address of Vivendi is 42 Avenue de Friedland, 75380
Paris, Cedex 08, France. The business address of Anjou is c/o Anjou
International Management Services, Inc., 800 Third Avenue, New York, New York
10022.
(c) Vivendi and its subsidiaries are involved in three major sectors:
utilities (water, transport, waste management and energy), communications
(telecommunications, publishing, multimedia and audiovisual) and construction
and real estate.
Anjou is a holding company for certain of Vivendi's interests in
the United States.
The names, residence or business addresses and present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of the
executive officers and directors of Vivendi and Anjou are set forth in Exhibit 1
hereto and incorporated herein by reference.
(d) During the last five years, neither Vivendi nor, to the best of
Vivendi's knowledge, any of the directors or executive officers of Vivendi have
been convicted in criminal proceedings (excluding traffic violations or similar
misdemeanors).
During the last five years, neither Anjou nor, to the best of Anjou's
knowledge, any of the directors or executive officers of Anjou have been
convicted in criminal proceedings (excluding traffic violations or similar
misdemeanors).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 718009-6-08 PAGE 5 OF 8 PAGES
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(e) During the last five years, neither Vivendi nor, to the best of
Vivendi's knowledge, any of the directors or executive officers of Vivendi was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
During the last five years, neither Anjou nor, to the best of
Anjou's knowledge, any of the directors or executive officers of Anjou was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The citizenship of the executive officers and the directors of
Vivendi and Anjou is set forth in Exhibit 1 hereto and incorporated herein by
reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the funds used to finance the acquisitions reported by
this Amendment No. 17 was working capital. The total amount of such funds was
$25,600,000, exclusive of brokerage commissions.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares purchased by Vivendi and Anjou to the date hereof were
acquired, and are being held, as an investment. Except as described in clauses
(a) and (c) below, neither Vivendi nor Anjou has any present plans or proposals
which may be related to or would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
except that, in a letter dated June 29, 1998 from Vivendi to the Issuer, a copy
of which is attached as Exhibit 2 hereto and incorporated by reference herein
(the "June Letter"), Vivendi stated that it intended to vote, and cause Anjou to
vote, their respective Shares in favor of a proposed merger of the Issuer and
Consumers Water Company, a Maine corporation ("Consumers"), on the terms
described in the press release attached as Exhibit 3 hereto and incorporated by
reference herein (the "Press Release");
(b) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(c) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board. However, Vivendi
intends to request that the Issuer nominate an executive of Vivendi or one of
its affiliates to fill the board seat traditionally held by an executive of
Vivendi (or one of its affiliates) which was held by Claudio Elia until his
death;
(d) Any material change in the present capitalization or dividend
policy of the issuer;
<PAGE>
SCHEDULE 13D
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CUSIP NO. 718009-6-08 PAGE 6 OF 8 PAGES
- ----------------------- ---------------------
(e) Any other material change in the Issuer's business or corporate
structure;
(f) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(g) A class of securities of the Issuer being delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(h) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(i) Any action similar to any of those enumerated above.
Vivendi presently intends to review its investment position in the
Issuer periodically and, depending on such review, market conditions and share
prices, the Issuer's business, prospects and future developments and applicable
legal requirements, Vivendi may seek to acquire (either directly or through a
subsidiary, including Anjou) additional Shares from time to time in the open
market or in negotiated transactions or both as would result in Vivendi and its
subsidiaries holding up to 19.99% of the outstanding Shares or may sell its
Shares. Vivendi has advised the Issuer that any additional purchases of Shares
will be solely for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of June 29, 1998, Vivendi was the beneficial owner of
2,987,200 Shares constituting approximately 10.9% of the outstanding Shares
(based upon 27,448,974 Shares outstanding as calculated above). To the best
knowledge of Vivendi, no director or executive officer owns or has any right to
acquire, directly or indirectly, any Shares.
As of June 29, 1998, Anjou was the beneficial owner of 664,666 Shares
constituting approximately 2.4% of the outstanding Shares (based upon 27,448,974
Shares outstanding as calculated above). To the best knowledge of Anjou, no
director or executive officer owns or has any right to acquire, directly or
indirectly, any Shares.
As of June 29, 1998, Vivendi and Anjou were the beneficial owners of
3,651,866 Shares constituting approximately 13.3% of the outstanding Shares
(based upon 27,448,974 Shares outstanding as calculated above).
(b) Vivendi has the sole power to vote or direct the disposition of
3,651,866 Shares. Vivendi has the shared power to vote or direct the
disposition of 664,666 Shares. Anjou has the shared power to vote or direct the
disposition of 664,666 Shares.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 718009-6-08 PAGE 7 OF 8 PAGES
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(c) Neither Vivendi nor, to the best of Vivendi's knowledge, any
executive officer or director of Vivendi: (a) owns, or has any right to acquire,
directly or indirectly, any Shares or (b) has, in the past sixty (60) days,
effected any transactions in the Shares.
Neither Anjou nor, to the best of Anjou's knowledge, any
executive officer or director of Anjou: (a) owns, or has any right to acquire,
directly or indirectly, any Shares or (b) has, in the past sixty (60) days,
effected any transactions in the Shares.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Anjou is a wholly owned subsidiary of Vivendi. Pursuant to the June
Letter, Vivendi has informed the Issuer that it intends to vote, and cause Anjou
to vote, their respective Shares of the Issuer and of Consumers in favor of the
merger and surrender their Shares upon consummation of the merger. The
foregoing summary is qualified in its entirety by the full text of the June
Letter and the Press Release. Other than the June Letter, neither Vivendi nor
Anjou nor, to the best of Vivendi's and Anjou's knowledge, any person named in
Item 2 hereof, has any contract, arrangement, understanding, or relationship
(legal or otherwise) with any person with respect to any securities of the
Issuer, including but not limited to any contract, arrangement, understanding,
or relationship concerning the transfer or the voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. List of Directors and Executive Officers of Vivendi and Anjou.
2. Letter dated June 29, 1998 from Vivendi to the Issuer.
3. Press Release, dated June 29, 1998.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 718009-6-08 PAGE 8 OF 8 PAGES
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SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
VIVENDI
By /s/ Guillaume Hannezo
----------------------
Name: Guillaume Hannezo
Title: Chief Financial Officer
Dated: June 29, 1998
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ANJOU INTERNATIONAL COMPANY
By: /s/ Michel Avenas
------------------
Name: Michel Avenas
Title: President
Dated: June 29, 1998
<PAGE>
EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS OF
VIVENDI
<TABLE>
<CAPTION>
----------------------- ------------------------------------------------------- ------------- ---------------------------
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT,
POSITION WITH VIVENDI INCLUDING THE NAME
NAME AND (PRINCIPAL BUSINESS) AND
BUSINESS ADDRESS CITIZENSHIP ADDRESS (IF DIFFERENT
THAN BUSINESS ADDRESS) OF
EMPLOYER
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
<S> <C> <C> <C>
I. Directors
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Chairman of the Board Jean-Marie Messier French Chairman of the Board and
and Chief Executive c/o Vivendi Chief Executive Officer
Officer 42 Avenue de Friedland of Vivendi and Cegetel
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Vice Chairman and Jean-Louis Beffa French Chairman and Chief
Director c/o Compagnie Saint Gobain les Miroirs Executive Officer of
18, Avenue d'Alsace Compagnie de Saint Gobain
92400 Courbevoie, France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Vice Chairman and Ambroise Roux French Honorary Chairman and
Director 8 Bis, Rue Marguerite Director of Alcatel
75017 Paris, France Alsthom
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Bernard Arnault French Chairman and Chief
c/o Vivendi Executive Officer of
42 Avenue de Friedland Louis Vuitton Moet
75380 Paris, Cedex 08, France Hennessy, Christian Dior,
Montaigne Participations
et Gestion and Compagnie
Financiere du Nord
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Jacques Calvet French Chairman of the
Consultative Council of
Morgan France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Honorary Chairman and Guy Dejouany French Honorary Chairman of
Director c/o Vivendi Compagnie des Eaux et de
42 Avenue de Friedland l'Ozone
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Jacques Friedmann French Chairman of the
c/o Vivendi Supervisory Board of
42 Avenue de Friedland AXA-UAP
75380 Paris, Cedex 08, France
- ---------------------------------------------------------------------------------- ------------- ---------------------------
Director Philippe Foriel-Destezet French Chairman and Chief
c/o Vivendi Executive Officer of
42 Avenue de Friedland Adecco, Finecco, Ecco and
75380 Paris, Cedex 08, France Idem
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
<S> <C> <C> <C>
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT,
POSITION WITH VIVENDI INCLUDING THE NAME
NAME AND (PRINCIPAL BUSINESS) AND
BUSINESS ADDRESS CITIZENSHIP ADDRESS (IF DIFFERENT
THAN BUSINESS ADDRESS) OF
EMPLOYER
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Paul-Louis Girardot French Managing Director
c/o Vivendi of Vivendi;
42 Avenue de Friedland Chairman and Chief
75380 Paris, Cedex 08, France Executive Officer of
Compagnie Financiere pour
le Radiotelephone - Cofira
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Serge Tchuruk French Chairman and Chief
c/o Vivendi Executive Officer of
42 Avenue de Friedland Alcatel Alsthom
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Rene Thomas French Chairman of the
c/o Banexi Supervisory Board of
16 Blvd. des Italiens Banque pour l'Expansion
75009 Paris, France Industrielle - BANEXI
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Marc Vienot French Honorary Chairman of
c/o Societe Generale Societe Generale
29 Boulevard Haussman
75009 Paris, France
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
Director Henri Lachmann French Former Chairman and
c/o Vivendi Chief Executive Officer
42 Avenue de Friedland of Strafor Facom
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------ ------------- ----------------------------
Director Simon Murray British Managing Director
c/o Vivendi of Deutsche Bank
42 Avenue de Friedland Southeast Pacific
75380 Paris, Cedex 08, France Region
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT,
INCLUDING THE NAME
(PRINCIPAL BUSINESS) AND
NAME AND ADDRESS (IF DIFFERENT
POSITION WITH VIVENDI BUSINESS ADDRESS CITIZENSHIP THAN BUSINESS ADDRESS) OF
EMPLOYER
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
<S> <C> <C> <C>
II. Executive Officers
(other than those who
are also Directors)
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Daniel Caille French
Member-Water c/o Vivendi
42 Avenue de Friedland
75385 Paris, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Director of Human Jean-Francois Colin French
Resources c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Director of Christine Delavennat French
Communication and c/o Vivendi
External Relations 42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Company Secretary and Jean-Francois Dubos French
Secretary to the Board c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Philippe Germond French
Member-Telecommunications c/o Vivendi
42 Avenue de Friedland
75385 Paris, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Guillaume Hannezo French
Member-Finance Director c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Director of Legal Affairs Gilbert Klajnman French
c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Henri Proglio French
Member-Waste Management c/o Vivendi
and Transport 42 Avenue de Friedland
75384, Paris, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Management Agnes Audier French
Committee Member c/o Vivendi
42 Avenue de Friedland
75384, Paris, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Stephane Richard French
Member-Property c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT,
INCLUDING THE NAME
(PRINCIPAL BUSINESS) AND
NAME AND ADDRESS (IF DIFFERENT
POSITION WITH VIVENDI BUSINESS ADDRESS CITIZENSHIP THAN BUSINESS ADDRESS) OF
EMPLOYER
- -------------------------- ------------------------------------------------------- ------------- ---------------------------
<S> <C> <C> <C>
Executive Committee Antoine Zacharias French
Member--Construction c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Executive Committee Eric Licoys French
Member-Publishing and c/o Vivendi
Multimedia 42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
Management Committee Thierry de Beauce French
Member c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
- -------------------------- ------------------------------------------------------- ------------- --------------------------
</TABLE>
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF
ANJOU INTERNATIONAL COMPANY
<TABLE>
<CAPTION>
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT, INCLUDING THE
NAME (PRINCIPAL BUSINESS)
AND ADDRESS (IF DIFFERENT
POSITION WITH ANJOU NAME AND THAN BUSINESS ADDRESS) OF
INTERNATIONAL COMPANY BUSINESS ADDRESS CITIZENSHIP EMPLOYER
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
<S> <C> <C> <C>
I. Directors
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Chairman of the Board William Kriegel USA Chairman of the Board and
and Chief Executive c/o Anjou International Management Services, Inc. Chief Executive Officer of
Officer 800 Third Avenue Sithe Energies, Inc.; Chairman of
New York, New York 10022 the Board of Air & Water
Technologies Corporation
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
President and Director Michel Avenas (1) French
c/o Anjou International Management Services, Inc.
800 Third Avenue
New York, New York 10022
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Director Thierry M. Mallet French President and CEO of Air &
c/o Air & Water Technologies Corporation Water Technologies
800 Third Avenue Corporation
New York, New York 10022
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Director Michel Gourvennec French President and Chief Executive
3225 Aviation Avenue Officer of Montenay International
Miami, Florida 33133 Corporation
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Director W. Harrison Wellford, Esq. USA Partner at Latham & Watkins;
Latham & Watkins Vice Chairman of Sithe Energies,
1001 Pennsylvania Avenue, NW Inc.
Suite 1300
Washington, DC 20004
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
II. Executive Officers
(other than those who
are also Directors)
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Senior Vice President John T. Kelly USA
c/o Anjou International Management Services, Inc.
800 Third Avenue
New York, New York 10022
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Vice President and Chief Christian G. Farman USA
Financial Officer c/o Anjou International Management Services, Inc.
800 Third Avenue
New York, New York 10022
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
Vice President and Neil Lawrence Lane USA
General Counsel c/o Anjou International Management Services, Inc.
800 Third Avenue
New York, New York 10022
- -------------------------- ------------------------------------------------------- ------------- ------------------------------
</TABLE>
(1) Michel Avenas is the beneficial owner of 100 Shares of Consumers Water
Company.
<PAGE>
EXHIBIT 2
VIVENDI
42 Ave de Friedland
Paris 08
France
June 29, 1998
Mr. Nicholas DeBenedictis
Chairman, President and
Chief Executive Officer
Philadelphia Suburban Corporation
762 Lancaster Avenue
Bryn Mawr, Pennsylvania
Re: Consumers Water Company
Dear Mr. DeBenedictis:
It is Vivendi's understanding that Philadelphia Suburban
Corporation ("PSC") and Consumers Water Company ("Consumers") are entering into
an Agreement and Plan of Merger, dated as of June 27, 1998 (the "Merger
Agreement") which Merger Agreement generally provides for the merger (the
"Merger") of Consumers into Consumers Acquisition Company, a Pennsylvania
corporation and wholly owned subsidiary of PSC, and the conversion of the issued
and outstanding common shares of Consumers into common shares of PSC, as
described in the draft press release attached hereto ("Press Release").
As you are aware, Vivendi and its affiliates hold 2,040,659
shares of common stock in Consumers (the "Consumers Common Stock") and 3,651,866
shares of common stock in PSC (the "PSC Common Stock").
The purpose of this letter is to inform PSC that Vivendi intends
to vote (or cause to be voted) all of the Consumers Common Stock over which
Vivendi or its affiliates have voting authority in favor of (i) the Merger
Agreement and (ii) the Merger, on the terms described in the Press Release, at
any meeting of the shareholders of Consumers called to vote on such matters or
<PAGE>
in any other circumstance upon which a vote, consent, or other approval with
respect to the Merger is sought.
In addition, Vivendi intends to surrender the certificate or
certificates representing the Consumers Common Stock over which Vivendi has
authority to PSC upon consummation of the Merger as described in the Merger
Agreement.
Finally, Vivendi intends to vote (or cause to be voted) all of
the PSC Common Stock over which Vivendi or its affiliates has voting authority
in favor of (i) the Merger Agreement, (ii) the Merger, and (iii) the
authorization or issuance of shares of PSC Common Stock in connection with the
Merger, at any meeting of shareholders of PSC called to vote on such matters or
any adjournment thereof or in any other circumstance upon which a vote, consent,
or other approval with respect to the Merger is sought.
As you are aware, pursuant to a letter agreement dated February
7, 1987, Vivendi has granted a right of first refusal in respect of its
Consumers Common Stock in favor of Consumers, which is exercisable in certain
circumstances. Vivendi's intentions described above are subject to any rights of
Consumers under that letter agreement.
Sincerely,
/s/ Guillaume Hannezo
---------------------
Guillaume Hannezo
Chief Financial Officer
<PAGE>
[Letterhead of Philadelphia Suburban Corporation]
EXHIBIT 3
PHILADELPHIA SUBURBAN CORPORATION TO MERGE
WITH CONSUMERS WATER COMPANY
Merger to Create Nation's Second Largest Investor-Owned Water Utility
in Consolidating Industry
Bryn Mawr, PA and Portland, ME, June 29, 1998-PSC (NYSE! PSC), the
nation's third largest investor-owned water utility holding company, and
Consumers Water Company (NASDAQ: CONW) today announced that their respective
boards of directors have approved a definitive agreement for approximately $270
million in a stock merger agreement, creating the second largest investor-owned
water utility in the U.S., serving over 1.6 million residents in Pennsylvania,
Ohio, Illinois, New Jersey and Maine.
Under the terms of the agreement, which includes a collar, Consumers'
shareholders will receive 1.459 share of PSC common stock for each Consumers'
share. The merger will be tax-free to shareholders of both companies and will be
accounted for as a pooling of interests. The merger, which is subject to Hart-
Scott-Rodino clearance, shareholder approvals, state regulatory approvals and
other customary conditions, is expected to close before the end of the year.
This transaction represents a premium for Consumers' shareholders of
approximately 26 percent based on the closing prices of Consumers and PSC on
Friday, June 26. The transaction is expected to be accretive to PSC earnings on
an ongoing basis exclusive of one-time transaction costs. As a result of the
transaction PSC will assume debt of approximately $190 million.
Vivendi, a $33 billion French company and largest water company in the
world which owns 13 percent of PSC and 23 percent of Consumers, has stated its
intent to support the combination.
Noting that the U.S. water utility industry is in the very early stages
of consolidation with more than 50,000 separate water utility systems
nationally, PSC Chairman Nicholas DeBenedictis said. "This is a compelling
transaction for the shareholders of both companies as we will have a strong
balance sheet and a dynamic new platform for growth through acquisitions. We
also expect to achieve meaningful synergies, mainly through increased purchasing
leverage in such areas as electricity, chemicals and equipment."
Consumers Water President Peter L. Haynes said, "This transaction makes
eminent sense for our shareholders, giving them an immediate premium for their
shares plus the upside of participating in an early-stage consolidation story.
PSC has a strong management team and, especially with its close relationship
with Vivendi, will be in an excellent position to accelerate growth and
earnings."
Said Daniel Caille, Chairman of General des Eaux, the water division of
Vivendi (formerly Compagnie Generale des Eaux) "We are excited by the
combination of PSC and Consumers and believe this new enlarged entity will be a
meaningful participant in the consolidating U.S. water industry in which we have
been participating through PSC for the last 20 years."
DeBenedictis continued: "Over the next several years, we expect a wave
of consolidation in the water industry as the costs of meeting increasingly
stringent water standards rise. Small private or investor-owned water systems--
as well as many thousands of municipal systems facing budgetary constraints and
considering privatization--are increasingly turning to professional operators
such as
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ourselves. We expect the combined company to be an aggressive acquirer of
attractive assets. And, through our relationship with Vivendi, the largest water
company in the world, we will also be well positioned to support Vivendi on
privatized services and management contracts." He added that, eventually, the
Company's increased size could also give it the mass needed to market other
utility services in conjunction with gas and electric companies.
"Consumers Water has a 70 year tradition of quality service in the
industry and has recently focused their strategy on growth in the water utility
industry. We are looking forward to joining with the professionals at Consumers
to make this merger a win-win," said DeBenedictis.
Since 1992, PSC has pursued a growth-through-acquisition strategy that
has resulted in more than 25 water company acquisitions and two wastewater
system acquisitions. "With our corporate strategy focused on growth and today's
announcement, we have stepped up the pace dramatically," said DeBenedictis who
will continue as PSC chairman and CEO.
Under the agreement, Consumers will become a wholly owned subsidiary of
PSC, the parent company of Philadelphia Suburban Water Company (PSW). Current
PSC management will continue to manage their existing operation and overall
corporate activities while the Consumers' state subsidiaries will continue to be
managed by the current subsidiary presidents.
Caille added that Vivendi, through its U.S. subsidiary Air & Water
Technology--the country's largest contractor for the privatization of water and
wastewater services--"is interested in the development of a close relationship
between PSC and Air & Water Technology and plans to work with PSC on
privatization projects in the five states in which we will operate after the
merger closes." Vivendi also sees the benefit of using PSC's cost-effective
services such as laboratory, customer service and billing activities and joint
purchasing opportunities as supportive of our expanding U.S. privatization and
operations and management contracts.
Salomon Smith Barney served as financial advisor to PSC, and SG Barr
Devlin served as financial advisor to Consumers Water.
Consumers Water owns seven water utilities with operating subsidiaries
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 97 municipalities in
Delaware, Montgomery, Chester, Bucks and Berks Counties in Pennsylvania.
