Document/Exhibit Description Pages Size
1: 8-K Current Report 5 16K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 87 305K
Liquidation or Succession
3: EX-99 Miscellaneous Exhibit 2 8K
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): March 1, 1996
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AMERICAN WATER WORKS COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-3437-2 51-0063696
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1025 Laurel Oak Road, P.O. Box 1770, Voorhees, New Jersey 08043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 346-8200
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FORM 8-K
Item 2. Acquisition or Disposition of Assets.
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On February 16, 1996, a subsidiary of American Water Works
Company, Inc. (the "Company") completed the acquisition of the regulated
water operations and certain related assets of Pennsylvania Gas and Water
Company ("PG&W"). The acquisition occurred pursuant to an Asset Purchase
Agreement dated as of April 26, 1995 among the Company, the Company's
subsidiary, Pennsylvania-American Water Company ("PAWC"), PG&W and PG&W's
parent, Pennsylvania Enterprises, Inc. ("PEI") (the "Asset Purchase
Agreement"). The acquired assets were used by PG&W in the operation of its
regulated water business in Lackawanna, Luzerne, Wayne and Susquehanna
counties, Pennsylvania, and will continue to be so used by PAWC.
The consideration for the acquisition, which consisted of a cash
payment and PAWC's assumption of certain indebtedness of PG&W, aggregated
approximately $409 million based primarily on the December 31, 1995 net
book value of the assets acquired, and is subject to adjustment based on
the net book value of those assets on the date of the acquisition. The
funds for the cash payment was provided by short term borrowings from a
syndicate of 10 banks which included Mellon Bank, N.A., First Union
National Bank, as co-agents under a Credit Agreement with PAWC dated
February 16, 1996.
The Company is not aware of any material relationship between the
Company and PGW or any of its affiliates, any director or officers of the
Company, or any associate of any such director or officer.
A copy of the press release of PAWC announcing completion of the
acquisition is filed as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(a) Financial Statements --
Pursuant to Item 7(a)(4) of Form 8-K, the Company has
requested an extension of time for filing the financial information of the
Company and consolidated subsidiaries due to the impracticability of filing
such information at the time this Report on Form 8-K is filed. The Company
anticipates that it will file such financial information within 60 days of
the date on which this Report on Form 8-K is filed.
(a) Pro Forma Financial Information --
Pursuant to Item 7(b)(2) of Form 8-K, the Company has
requested an extension of time for filing the pro forma financial
information of the Company and consolidated subsidiaries due to the
impracticability of filing such information at the time this Report on Form
8-K is filed. The Company anticipates that it will file such financial
information within 60 days of the date on which this Report on Form 8-K is
filed.
FORM 8-K
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(c) Exhibits
Exhibit No. Description
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2.1 Asset Purchase Agreement,
dated as of April 26, 1995, among
American Water Works Company
Inc., Pennsylvania-American Water
Company, Pennsylvania Gas
and Water Company and
Pennsylvania Enterprises, Inc.
99.1 Press release issued by Pennsylvania-
American Water Company on
February 16, 1996.
---------------------------------
*. Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to
such agreement are omitted. Exhibit 2.1 contians a list
identifying the contents of all such schedules, and the
Company agrees to furnish supplementally copies of such
schedules to the Commission upon request.
FORM 8-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMERICAN WATER WORKS COMPANY, INC.
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(Registrant)
By:
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Name: George W. Johnstone
Title: President
Date: March 1, 1996
EXHIBIT INDEX FORM 8-K
Exhibit No.
As provided
in Item 601
Exhibit Number Description
-------------- ------------
2.1 Asset Purchase Agreement,
dated as of April 26, 1995, among
American Water Works Company
Inc., Pennsylvania-American Water
Company, Pennsylvania Gas
and Water Company and
Pennsylvania Enterprises, Inc.
99.1 Press release issued by Pennsylvania-
American Water Company on
February 16, 1996.
Dates Referenced Herein and Documents Incorporated by Reference
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