SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 20)*
PHILADELPHIA SUBURBAN CORPORATION
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.50 per share
------------------------------------------------------------------------------
(Title of Class of Securities)
718009-6-08
- - - - - - - - -
(CUSIP Number)
Janice C. Hartman, Esq. Stephen P. Stanczak, Esq.
Kirkpatrick & Lockhart LLP c/o United States Filter Corporation
Henry W. Oliver Building 40-004 Cook Street
535 Smithfield Street Palm Desert, CA 92211
Pittsburgh, PA 15222 (760) 341-8126
(412) 355-6500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 1, 2000
- - - - - - - - - - - - - - - -
(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 that 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 for other parties
to whom copies are to be sent.
--------------------------
* 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>
CUSIP No. 718009-6-08 13D Page 2 of 21
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vivendi S.A.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF SHARES --------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY OWNED 7,366,488
--------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
None
REPORTING PERSON WITH --------------------------------------------
10 SHARED DISPOSITIVE POWER
7,366,488
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,366,488
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 18.0% (based upon 40,927,257 shares outstanding as of March
31, 2000 according to Philadelphia Suburban Corporation's Quarterly
Report on Form 10-Q for the Quarter Ended March 31, 2000)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 718009-6-08 13D Page 3 of 21
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vivendi North America Company (formerly Anjou International Company)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF SHARES ------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY OWNED 752,586
------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
None
REPORTING PERSON WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER
752,586
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
752,586
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 1.8% (based upon 40,927,257 shares outstanding as of March
31, 2000 according to Philadelphia Suburban Corporation's Quarterly
Report on Form 10-Q for the Quarter Ended March 31, 2000)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 718009-6-08 13D Page 4 of 21
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vivendi Water S.A.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF SHARES ------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY OWNED 6,613,902
------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
None
REPORTING PERSON WITH ------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,613,902
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,613,902
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 16.2% (based upon 40,927,257 shares outstanding as of March
31, 2000 according to Philadelphia Suburban Corporation's Quarterly
Report on Form 10-Q for the Quarter Ended March 31, 2000)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 718009-6-08 13D Page 5 of 21
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Compagnie Generale Des Eaux
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES None
----------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
342,000
BY EACH ----------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING PERSON WITH None
----------------------------------------------
10 SHARED DISPOSITIVE POWER
342,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.8% (based upon 40,927,257 shares outstanding as of March
31, 2000 according to Philadelphia Suburban Corporation's Quarterly
Report on Form 10-Q for the Quarter Ended March 31, 2000)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN (limited partnership)
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 718009-6-08 13D Page 6 of 21
This Amendment No. 20, which amends and restates in its entirety the
Statement on Schedule 13D dated September 7, 1983, as amended and restated, of
Vivendi S.A. (formerly Compagnie Generale des Eaux), its wholly owned subsidiary
Vivendi North America Company (formerly Anjou International Company), its
controlled affiliate Vivendi Water S.A. and Vivendi Water S.A.'s wholly owned
subsidiary Compagnie Generale Des Eaux, is filed to reflect the election of two
executives of United States Filter Corporation, a controlled affiliate of
Vivendi S.A. ("USFilter"), to the Board of Directors of Philadelphia Suburban
Corporation, a Pennsylvania corporation (the "Issuer"), and 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 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 S.A., a French societe
anonyme ("Vivendi"), its wholly owned subsidiary Vivendi North America Company
("VNAC," formerly Anjou International Company), its controlled affiliate Vivendi
Water S.A. ("Water") and Water's wholly owned subsidiary Compagnie Generale Des
Eaux ("CGE" and, together with Vivendi, VNAC and Water, the "Filing Persons").
Water is owned 99.9% by Vivendi Environment S.A., a French
corporation ("Environment") and a majority owned subsidiary of Vivendi, and 0.1%
by Vivendi. USFilter is a wholly owned subsidiary of Vivendi North America
Operations, Inc. ("Operations"). Operations is owned (i) 75.11% by Water, (ii)
16.43% by Compagnie Generale D'Entreprises Automobiles S.A., a wholly owned
subsidiary of Environment, (iii) 6.03% by CGEAUX-International, Inc., a wholly
owned subsidiary of CGE, and (iv) 2.43% by VNAC.
(b) The business address of Vivendi and Environment is 42 Avenue de
Friedland, 75380 Paris, Cedex 08, France. The business address of VNAC is c/o
Vivendi North America Management Services, Inc., 800 Third Avenue, New York, New
York 10022. The business address of Water and CGE is 52 Rue d'Anjou 75008,
Paris, France.
(c) Vivendi and its subsidiaries are involved in two major sectors:
utilities (water, transport, waste management and energy) and communications
(telecommunications, publishing, multimedia and audiovisual).
Water is dedicated to and engaged in water and wastewater management
and activities.
Environment provides environmental services worldwide, including
water and wastewater treatment, waste management, energy services and facilities
management, and transportation systems management.
CGE is dedicated to and engaged in water and wastewater management and
activities.
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 VNAC and the executive officers
and members of the supervisory board of Water and CGE are set forth in Schedule
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).
<PAGE>
CUSIP No. 718009-6-08 13D Page 7 of 21
During the last five years, neither VNAC nor, to the best of VNAC's
knowledge, any of the directors or executive officers of VNAC have been
convicted in criminal proceedings (excluding traffic violations or similar
misdemeanors).
During the last five years, neither Environment nor, to the best of
Environment's knowledge, any of the supervisory board members or executive
officers of Environment have been convicted in criminal proceedings (excluding
traffic violations or similar misdemeanors).
During the last five years, neither Water nor, to the best of Water's
knowledge, any of the supervisory board members or executive officers of Water
have been convicted in criminal proceedings (excluding traffic violations or
similar misdemeanors).
During the last five years, neither CGE nor, to the best of CGE's
knowledge, any of the supervisory board members or executive officers of CGE
have been convicted in criminal proceedings (excluding traffic violations or
similar misdemeanors).
(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 VNAC nor, to the best of VNAC's
knowledge, any of the directors or executive officers of VNAC 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 Environment nor, to the best of
Environment's knowledge, any of the supervisory board members or executive
officers of Environment 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 Water nor, to the best of Water's
knowledge, any of the supervisory board members or executive officers of Water
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 CGE nor, to the best of CGE's
knowledge, any of the supervisory board members or executive officers of CGE 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 or
supervisory board members, as applicable, of Vivendi, VNAC, Water and CGE is set
forth in Schedule 1 hereto and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
No purchases of Shares are reported by this Amendment No. 20.
<PAGE>
CUSIP No. 718009-6-08 13D Page 8 of 21
Item 4. Purpose of Transaction.
The Shares owned by the Filing Persons were acquired, and are being
held, as an investment. Except as described in clause (c) below, none of the
Filing Persons 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;
(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, on August 1,
2000, Richard J. Heckmann, Chairman of Water and USFilter, and Andrew D. Seidel,
President and Chief Operating Officer of USFilter, were elected directors of the
Issuer.
(d) Any material change in the present capitalization or dividend
policy of the issuer;
(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 VNAC, Water and CGE) 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 August 1, 2000, Vivendi was the beneficial owner of
7,366,488 Shares constituting approximately 18.0% of the outstanding Shares
(based upon 40,927,257 Shares outstanding as of March 31, 2000 according to the
Issuer's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2000). 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 August 1, 2000, VNAC was the beneficial owner of 752,586 Shares,
constituting approximately 1.8% of the outstanding Shares based upon 40,927,257
Shares outstanding). Except as set forth on Schedule 1 hereto, and incorporated
herein by reference, to the best knowledge of VNAC, no director or executive
officer owns or has any right to acquire, directly or indirectly, any Shares.
<PAGE>
CUSIP No. 718009-6-08 13D Page 9 of 21
As of August 1, 2000, Environment was the beneficial owner of the
6,613,902 Shares beneficially owned by water, constituting approximately 16.2%
of the outstanding Shares (based upon 40,927,257 Shares outstanding).
As of August 1, 2000, Water was the beneficial owner of 6,613,902
Shares, consisting of 6,271,902 Shares owned directly and 342,000 Shares owned
by its subsidiary CGE, constituting approximately 16.2% of the outstanding
Shares (based upon 40,927,257 Shares outstanding).
As of August 1, 2000, CGE was the beneficial owner of 342,000 Shares,
constituting approximately 0.8% of the outstanding Shares (based upon 40,927,257
Shares outstanding).
(b) Vivendi has the shared power to vote or direct the disposition
of 7,366,488 Shares. VNAC, Environment, Water and CGE have the shared power to
vote or direct the disposition of 752,586 Shares, 6,613,902 Shares, 6,613,902
Shares and 342,000 Shares, respectively.
(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.
Except as set forth on Schedule 1 hereto and incorporated herein by
reference, neither VNAC nor, to the best of VNAC's knowledge, any executive
officer or director of VNAC: (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 Environment nor, to the best of Environment's knowledge, any
executive officer or supervisory board member of Environment: (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 CGE nor, to the best of CGE's knowledge, any executive officer
or director of CGE: (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 Water nor, to the best of Water's knowledge, any executive
officer or supervisory board member of Water (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.
None of the Filing Persons nor, to the best of the Filing Persons'
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. Joint Filing Agreement.
2. Special Power of Attorney of Vivendi S.A.
3. Special Power of Attorney of Vivendi North America Company
4. Special Power of Attorney of Vivendi Water S.A.
5. Special Power of Attorney of Compagnie Generale Des Eaux
<PAGE>
CUSIP No. 718009-6-08 13D Page 10 of 21
<TABLE>
Schedule 1
Directors and Executive Officers of Vivendi
<CAPTION>
Present Principal
Occupation or Employment,
Including the Name
(principal business) and
Address (if different than
Name and Business Address) of
Position with Vivendi Business Address Citizenship 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 of
Officer 42 Avenue de Friedland Vivendi, Cegetel and
75380 Paris, Cedex 08, France Vivendi Environment
-----------------------------------------------------------------------------------------------------------
Vice Chairman and Jean-Louis Beffa French Chairman and Chief Executive
Director c/o Compagnie Saint Gobain Officer of Compagnie de
les Miroirs Saint-Gobain
-----------------------------------------------------------------------------------------------------------
Director Bernard Arnault French Chairman and Chief Executive
LVMH Officer of Louis Vuitton
30, avenue Hoche Moet Hennessy, Christian
75008 Paris Dior, Groupe Arnault S.A.
France and Compagnie Financiere du
Nord
-----------------------------------------------------------------------------------------------------------
Director Jean-Marc Espalioux French Chairman and CEO of Accor;
Accor Accor; Director of Fiat
2, rue de la Mare Neuve France and Europcar
91021 Evry Cedex International
France
-----------------------------------------------------------------------------------------------------------
Director Philippe Foriel-Destezet French Chairman and Chief Executive
Nescofin Officer of Adecco, Alcila,
43 Rutlandgate Ecco, Idem France and
S.W. 71 ED London Nescofin UK Limited
England
-----------------------------------------------------------------------------------------------------------
Director Jacques Friedman French Chairman of the Supervisory
AXA Board of AXA
9, Place Vendome
75001 Paris
France
-----------------------------------------------------------------------------------------------------------
Director Esther Koplowitz Spanish Vice Chairman of the Board
F.C.C.-Madrid-Spain of Directors of FCC
Plaza Pablo Ruiz Picasso
28020 Madrid
Spain
-----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP No. 718009-6-08 13D Page 11 of 21
<TABLE>
<CAPTION>
Present Principal
Occupation or Employment,
Including the Name
(principal business) and
Address (if different than
Name and Business Address) of
Position with Vivendi Business Address Citizenship Employer
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------
Director Henri Lachmann French Chairman and CEO of
Schneider S.A. Schneider S.A. and Schneider
64/70 avenue Jean-Baptiste Clement Electric S.A.
92646 Boulogne Billancourt
France
-----------------------------------------------------------------------------------------------------------
Director Eric Licoys French Chairman and CEO of Havas
Havas and General Manager of
31, rue du Colisee Vivendi
75008 Paris, France
-----------------------------------------------------------------------------------------------------------
Director Thomas Middelhoff German Chairman and CEO of
Bertelsmann AG Bertelsmann
Carl-Bertelsmann-Strabe 270
D-33311 Gutersloh
Germany
-----------------------------------------------------------------------------------------------------------
Director Simon Murray British Chairman, Simon Murray &
Simon Murray and Company
Associates (U.K.) Ltd.
Princes House
38 Jermyn Street
England
-----------------------------------------------------------------------------------------------------------
Director Serge Tchuruk French Chairman and Chief Executive
Alcatel Officer of Alcatel and
64, rue de la Boetie Chairman of Alcatel
75008 Paris, France USA Corp.
-----------------------------------------------------------------------------------------------------------
Director Rene Thomas French Honorary Chairman and
c/o Banexi Director of Banque
16 Blvd. des Italiens Nationale de Paris and Vice
75009 Paris, France Chairman of the Supervisory
Board of Banque pour
l'Expansion Industrielle-
BANEXI
-----------------------------------------------------------------------------------------------------------
Director Marc Vienot French Chairman of Paris-Europlace
Paris Europlace
39, rue Cambon
75039 Paris, Cedex ler
France
-----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP No. 718009-6-08 13D Page 12 of 21
<TABLE>
<CAPTION>
Present Principal
Name and Business Address Occupation or Employment,
Except as otherwise indicated, the Including the Name
Business Address of each person is (principal business) and
c/o Vivendi Address (if different than
42 Avenue de Friedland Business Address) of
Position with Vivendi 75384, Paris, Cedex 08, France Citizenship Employer
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
II. Executive Officers
(other than those who are
also Directors)
-------------------------------------------------------------------------------------------------------------------
Senior Executive Vice Henri Proglio French Chairman of the Board and
President, Vivendi Chief Execuitve Officer of
Environment CGEA, President and Chief
Executive Officer of Vivendi
Environment, Vivendi Water
and Campagnie Generale des
Eaux
-------------------------------------------------------------------------------------------------------------------
Senior Executive Vice Philippe Germond French
President, Vivendi
Communications
-------------------------------------------------------------------------------------------------------------------
Executive Vice President, Jean-Francois Colin French
Human Resources
-------------------------------------------------------------------------------------------------------------------
Chief Financial Officer Guillaume Hannezo French
-------------------------------------------------------------------------------------------------------------------
Company Secretary Jean-Francois Dubos French
-------------------------------------------------------------------------------------------------------------------
Corporate Communication Christine Delavennat French
-------------------------------------------------------------------------------------------------------------------
International Affairs Thierry de Beauce French
-------------------------------------------------------------------------------------------------------------------
Strategy and Business Agnes Audier French
Development
-------------------------------------------------------------------------------------------------------------------
Ethical Standards Sylvie d'Arvisenet French
-------------------------------------------------------------------------------------------------------------------
Deputy Chief Executive Daniel Caille French
Officer
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP No. 718009-6-08 13D Page 13 of 21
<TABLE>
Directors and Executive Officers of
Vivendi North America Company
<CAPTION>
Name and Business Address Present Principal
Except as otherwise indicated, the Occupation or Employment,
Business Address of each person is Including the Name
c/o Vivendi North America Management (principal business) and
Services, Inc. Address (if different than
Position with Vivendi 800 Third Avenue, Business Address) of
North America Company New York, NY 10022 Citizenship Employer
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
I. Directors
-----------------------------------------------------------------------------------------------------------------
President and Director Michel Avenas(1) French
-----------------------------------------------------------------------------------------------------------------
II. Executive Officers
(other than those who are
also Directors)
-----------------------------------------------------------------------------------------------------------------
Vice President and Chief Christian G. Farman USA
Financial Officer
-----------------------------------------------------------------------------------------------------------------
Vice President and Neil Lawrence Lane USA
General Counsel
-----------------------------------------------------------------------------------------------------------------
-------------------------
1 Michel Avenas is the beneficial owner of 2,543 Shares.
</TABLE>
<PAGE>
CUSIP No. 718009-6-08 13D Page 14 of 21
<TABLE>
Members of the Supervisory Board and Executive Officers of
Vivendi Water S.A.
<CAPTION>
Name and Present Principal
Business Address Occupation or Employment,
Except as otherwise indicated, the Including the Name
Business Address of each person is (principal business) and
c/o Vivendi Water S.A. Address (if different than
Position with Vivendi 52 Rue d'Anjou Business Address) of
Water, S.A. 75008 Paris, France Citizenship Employer
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
I. Members of the
Supervisory Board
-------------------------------------------------------------------------------------------------------------------
Chairman Richard J. Heckmann USA
c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
-------------------------------------------------------------------------------------------------------------------
Member, President and Henri Proglio French Chairman of the Board and
Chief Executive Officer c/o Vivendi Chief Executive Officer of
42 Avenue de Friedland CGEA, President and Chief
75380 Paris, Cedex 08, France Executive Officer of Vivendi
Environment, Vivendi Water
and Compagnie Generale des
Eaux
-------------------------------------------------------------------------------------------------------------------
Member Pierre Henri Galan French
c/o Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
-------------------------------------------------------------------------------------------------------------------
II. Executive Officers
(other than those who are
also Members of the
Supervisory Board)
-------------------------------------------------------------------------------------------------------------------
Chief Financial Officer Olivier Grunberg French Deputy General Manager of
Compagnie Generale des Eaux
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP No. 718009-6-08 13D Page 15 of 21
<TABLE>
Members of the Supervisory Board and Executive Officers of
Compagnie Generale Des Eaux
<CAPTION>
Name and Present Principal
Business Address Occupation or Employment,
Except as otherwise indicated, the Including the Name
Business Address of each person is (principal business) and
c/o Compagnie Generale Des Eaux Address (if different than
Position with Compagnie 52 Rue d'Anjou Business Address) of
Generale des Eaux 75008 Paris, France Citizenship Employer
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
I. Members of the
Supervisory Board
-------------------------------------------------------------------------------------------------------------------
Member Jean-Marie Messier French Chairman of the Board and
c/o Vivendi Chief Executive Officer of
42 Avenue de Friedland Vivendi, Cegetel and
75380 Paris, Cedex 08, France Vivendi Environment
-------------------------------------------------------------------------------------------------------------------
Member Guillaume Hannezo French Chief Financial Officer,
c/o Vivendi Vivendi
42 Avenue de Friedland
75380 Paris, Cedex 08, France
-------------------------------------------------------------------------------------------------------------------
Member Antoine Zacharias French Chief Executive Officer,
c/o Vivendi SGE (Vivendi Construction
42 Avenue de Friedland and Property Subsidiary)
75380 Paris, Cedex 08, France
-------------------------------------------------------------------------------------------------------------------
Member (represented by Edrif S.A. French A public limited company
Mr. Serge Michel) 5, rue Tronson du Coudray whose business is the study,
75008 Paris, France design and operation of
project in the fields of
finance, industry, trade,
housing or agriculture
-------------------------------------------------------------------------------------------------------------------
II. Executive Officers
(other than those who are
also Members of the
Supervisory Board)
-------------------------------------------------------------------------------------------------------------------
President and Chief Henri Proglio French Chairman of the Board and
Executive Officer c/o Vivendi Chief Executive Officer of
42 Avenue de Friedland CGEA, President and Chief
75380 Paris, Cedex 08, France Executive Officer of Vivendi
Environment, Vivendi Water
and Compagnie Generale des
Eaux
-------------------------------------------------------------------------------------------------------------------
Chief Operating Officer Oliver Barbaroux French
-------------------------------------------------------------------------------------------------------------------
Deputy General Manager Gerard Mohr French
-------------------------------------------------------------------------------------------------------------------
Deputy General Manager Olivier Grunberg French
-------------------------------------------------------------------------------------------------------------------
General Secretary and Patrick Spilliaert French
Secretary of the Supervisory
Board
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP No. 718009-6-08 13D Page 16 of 21
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 S.A.
By /s/ Stephen P. Stanczak
-------------------------------
Name: Stephen P. Stanczak
Attorney-in-Fact
VIVENDI NORTH AMERICA COMPANY
By /s/ Stephen P. Stanczak
-------------------------------
Name: Stephen P. Stanczak
Attorney-in-Fact
COMPAGNIE GENERALE DES EAUX
By /s/ Stephen P. Stanczak
-------------------------------
Name: Stephen P. Stanczak
Attorney-in-Fact
VIVENDI WATER S.A.
By /s/ Stephen P. Stanczak
-------------------------------
Name: Stephen P. Stanczak
Attorney-in-Fact
Dated: August 4, 2000
<PAGE>
CUSIP No. 718009-6-08 13D Page 17 of 21
EXHIBIT 1
JOINT FILING AGREEMENT
-------------------------
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Filing Persons (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock, par value $.50
per share (the "Shares"), of Philadelphia Suburban Corporation, a Pennsylvania
corporation, and that this Agreement may be included as an Exhibit to such joint
filing. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of the 12th day of April, 2000.
VIVENDI S.A.
By /s/ Guillaume Hannezo
-------------------------------------
Name: Guillaume Hannezo
Title: Chief Financial Officer
VIVENDI NORTH AMERICA COMPANY
By /s/ Michel Avenas
-------------------------------------
Name: Michel Avenas
Title: President
COMPAGNIE GENERALE DES EAUX
By /s/ Henri Proglio
-------------------------------------
Name: Henri Proglio
Title: President and Chief Executive
Officer
VIVENDI WATER S.A.
By /s/ Henri Proglio
-------------------------------------
Name: Henri Proglio
Title: President and Chief Executive
Officer
<PAGE>
CUSIP No. 718009-6-08 13D Page 18 of 21
EXHIBIT 2
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Vivendi, the undersigned, a French
corporation, does hereby make, constitute and appoint Stephen P. Stanczak and
Kevin L. Spence, and each of them singly, its true and lawful attorney in fact
for the undersigned and in its name and place and stead, to sign, execute and
deliver to the Securities and Exchange Commission on behalf of the undersigned
any and all forms required under Section 13 or Section 16 of the Securities
Exchange Act of 1934, as amended, or any of the rules or regulations promulgated
thereunder, as a result of the undersigned holding any securities of
Philadelphia Suburban Corporation, a Pennsylvania corporation, such appointment
to continue for so long as the undersigned shall continue to be subject to the
reporting requirements under said Section 13 or Section 16 as a result of being,
or having been, a holder of any of the securities of Philadelphia Suburban
Corporation.
Each of said attorneys in fact is hereby authorized and designated, among other
things, to file any and all Schedules 13D, and any amendments thereto or
restatements thereof, and any and all Forms 3, 4 and 5 with the Securities and
Exchange Commission on behalf of the undersigned.
This power revokes any other special power previously granted with respect to
the matters described herein. Any person dealing with either of said attorneys
may rely without inquiry on the continuing validity of this power unless he has
notice that it has been revoked by the undersigned.
IN WITNESS WHEREOF, as an authorized representative of Vivendi, I have hereunto
set my hand and seal this 12th day of April, 2000.
VIVENDI
By: /s/ Guillame Hannezo
----------------------------
Name: Guillame Hannezo
Title: Chief Financial Officer
<PAGE>
CUSIP No. 718009-6-08 13D Page 19 of 21
EXHIBIT 3
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Vivendi North America Company, the
undersigned, a Delaware corporation, does hereby make, constitute and appoint
Stephen P. Stanczak and Kevin L. Spence, and each of them singly, its true and
lawful attorney in fact for the undersigned and in its name and place and stead,
to sign, execute and deliver to the Securities and Exchange Commission on behalf
of the undersigned any and all forms required under Section 13 or Section 16 of
the Securities Exchange Act of 1934, as amended, or any of the rules or
regulations promulgated thereunder, as a result of the undersigned holding any
securities of Philadelphia Suburban Corporation, a Pennsylvania corporation,
such appointment to continue for so long as the undersigned shall continue to be
subject to the reporting requirements under said Section 13 or Section 16 as a
result of being, or having been, a holder of any of the securities of
Philadelphia Suburban Corporation.
Each of said attorneys in fact is hereby authorized and designated, among other
things, to file any and all Schedules 13D, and any amendments thereto or
restatements thereof, and any and all Forms 3, 4 and 5 with the Securities and
Exchange Commission on behalf of the undersigned.
This power revokes any other special power previously granted with respect to
the matters described herein. Any person dealing with either of said attorneys
may rely without inquiry on the continuing validity of this power unless he has
notice that it has been revoked by the undersigned.
IN WITNESS WHEREOF, as an authorized representative of Vivendi North America
Company, I have hereunto set my hand and seal this 1st day of April, 2000.
VIVENDI NORTH AMERICA COMPANY
By: /s/ Michel Avenas
----------------------------
Name: Michel Avenas
Title: President
<PAGE>
CUSIP No. 718009-6-08 13D Page 20 of 21
EXHIBIT 4
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Vivendi Water S.A., the undersigned, a
French corporation, does hereby make, constitute and appoint Stephen P. Stanczak
and Kevin L. Spence, and each of them singly, its true and lawful attorney in
fact for the undersigned and in its name and place and stead, to sign, execute
and deliver to the Securities and Exchange Commission on behalf of the
undersigned any and all forms required under Section 13 or Section 16 of the
Securities Exchange Act of 1934, as amended, or any of the rules or regulations
promulgated thereunder, as a result of the undersigned holding any securities of
Philadelphia Suburban Corporation, a Pennsylvania corporation, such appointment
to continue for so long as the undersigned shall continue to be subject to the
reporting requirements under said Section 13 or Section 16 as a result of being,
or having been, a holder of any of the securities of Philadelphia Suburban
Corporation.
Each of said attorneys in fact is hereby authorized and designated, among other
things, to file any and all Schedules 13D, and any amendments thereto or
restatements thereof, and any and all Forms 3, 4 and 5 with the Securities and
Exchange Commission on behalf of the undersigned.
This power revokes any other special power previously granted with respect to
the matters described herein. Any person dealing with either of said attorneys
may rely without inquiry on the continuing validity of this power unless he has
notice that it has been revoked by the undersigned.
IN WITNESS WHEREOF, as an authorized representative of Vivendi Water S.A., I
have hereunto set my hand and seal this 12th day of April, 2000.
VIVENDI WATER S.A.
By: /s/ Henri Proglio
------------------------
Name: Henri Proglio
Title: President and Chief Executive
Officer
<PAGE>
CUSIP No. 718009-6-08 13D Page 21 of 21
EXHIBIT 5
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Compagnie Generale Des Eaux, the
undersigned, a French corporation, does hereby make, constitute and appoint
Stephen P. Stanczak and Kevin L. Spence, and each of them singly, its true and
lawful attorney in fact for the undersigned and in its name and place and stead,
to sign, execute and deliver to the Securities and Exchange Commission on behalf
of the undersigned any and all forms required under Section 13 or Section 16 of
the Securities Exchange Act of 1934, as amended, or any of the rules or
regulations promulgated thereunder, as a result of the undersigned holding any
securities of Philadelphia Suburban Corporation, a Pennsylvania corporation,
such appointment to continue for so long as the undersigned shall continue to be
subject to the reporting requirements under said Section 13 or Section 16 as a
result of being, or having been, a holder of any of the securities of
Philadelphia Suburban Corporation.
Each of said attorneys in fact is hereby authorized and designated, among other
things, to file any and all Schedules 13D, and any amendments thereto or
restatements thereof, and any and all Forms 3, 4 and 5 with the Securities and
Exchange Commission on behalf of the undersigned.
This power revokes any other special power previously granted with respect to
the matters described herein. Any person dealing with either of said attorneys
may rely without inquiry on the continuing validity of this power unless he has
notice that it has been revoked by the undersigned.
IN WITNESS WHEREOF, as an authorized representative of Vivendi North America
Company, I have hereunto set my hand and seal this 12th day of April, 2000.
COMPAGNIE GENERALE DES EAUX
By: /s/ Henri Proglio
----------------------------
Name: Henri Proglio
Title: President & Chief Executive
Officer
