UNITED STATES
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): January 10, 2003
AMERICAN WATER WORKS COMPANY, INC.
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(Exact name of registrant specified in its charter)
Delaware 0001-03437 51-0063696
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(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1025 Laurel Oak Road, P.O. Box 1770 Voorhees, NJ 08043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (856) 346-8200
Item 1. Changes in Control of Registrant.
On January 10, 2003, Apollo Acquisition Company, a Delaware
corporation ("Sub"), merged (the "Merger") with and into American Water Works
Company, Inc., a Delaware corporation (the "Company"), pursuant to an
Agreement and Plan of Merger (the "Agreement"), dated as of September 16,
2001, by and among RWE Aktiengesellschaft ("RWE"), Thames Water Aqua Holdings
GmbH, a wholly owned subsidiary of RWE ("Thames"), Sub and the Company, with
the Company surviving the Merger. Pursuant to the Merger Agreement, each
issued and outstanding share of common stock, par value $1.25 per share, of
the Company has been canceled and converted into the right to receive $46.00
in cash without interest, plus a stub period dividend of $0.2153333 per share.
As a result of the Merger, the Company became a wholly owned subsidiary of
Thames Water Aqua US Holdings, Inc., a wholly owned subsidiary of Thames.
As part of the Agreement, RWE has caused Marilyn Ware, Chairman of
the board of directors of the Company, to be elected as a member of the Thames
Water International Advisory Council.
The Company's Proxy Statement filed on Schedule 14A for the special
meeting of stockholders approving the Merger, which was first mailed to
shareholders of the Company on or about December 7, 2001, sets forth certain
information regarding RWE, Thames and Sub. RWE obtained the approximately $4.6
billion required to fund the merger consideration and pay related fees and
expenses from (a) the capital and money markets and (b) internally available
funds.
A copy of the press release announcing the closing of the Merger is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The exhibits listed below and in the accompanying Exhibits Index are
filed as part of this Current Report on Form 8-K.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated January 10, 2003, of
American Water Works Company, Inc.
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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 hereunto duly authorized.
AMERICAN WATER WORKS
COMPANY, INC.
By: /s/ W. Timothy Pohl
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Name: W. Timothy Pohl
Title: General Counsel and Secretary
Date: January 10, 2003
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated January 10, 2003, of
American Water Works Company, Inc.
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