EXHIBIT INDEX ON PAGE 6
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
AMERICAN WATER WORKS COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 51-0063696
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(State of incorporation or organization) (IRS Employer Identification No.)
1025 Laurel Oak Road, Voorhees, New Jersey 08043
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock Purchase Rights New York Stock Exchange
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If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ X ]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
The Board of Directors of American Water Works Company, Inc. (the
"Company") has declared a dividend distribution of one common stock
purchase right (the "Rights") for each outstanding share of common stock
(the "Common Shares") of the Company, par value $1.25 per share, to
shareholders of record at the close of business on March 2, 1999 (the
"Record Date"). Each Right entitles the registered holder to purchase from
the Company one Common Share at a purchase price of $150.00, subject to
adjustment (the "Purchase Price"). The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and BankBoston, N.A., the Rights Agent. Capitalized terms used but
not otherwise defined herein shall have the meaning given such terms in the
Rights Agreement.
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding, no separate Right Certificates
will be distributed and the Rights will not be tradeable separately from
the Common Shares. The Rights will become exercisable and will separate
from the Common Shares upon the earlier of (i) ten calendar days after a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 25% or
more of the outstanding Common Shares (the "Shares Acquisition Date") or
(ii) ten business days (or a later date as determined by the Board of
Directors or, if there has been an Adverse Change of Control, by a majority
of the Continuing Directors (as such terms are herein defined)) after the
commencement of, or first public announcement of, an intention to commence,
a tender offer or exchange offer that would result in a person or group
beneficially owning 25% or more of the outstanding Common Shares (the
earlier of such dates being called the "Distribution Date").
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with such
Common Share certificates, (ii) new Common Share certificates issued after
the Record Date will contain, in accordance with the Rights Agreement, a
notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any certificates for Common Shares outstanding
will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on March 2, 2009, unless earlier redeemed
or exchanged by the Company as described below.
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As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date, and thereafter, the separate Right
Certificates alone will represent the Rights. Except as otherwise provided
by the Rights Agreement or determined by the Board of Directors, only
Common Shares issued prior to the Distribution Date will be issued with
Rights.
In the event that a person or a group of affiliated or associated
persons becomes the beneficial owner of 35% or more of the Common Shares,
each holder of a Right will thereafter have the right to receive, upon
exercise, Common Shares (or in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
Purchase Price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be
null and void.
In the event that (i) the Company consolidates, or merges with, any
other person, and the Company is not the surviving corporation, (ii) any
person engages in a share exchange, consolidation or merger with the
Company where the outstanding Common Shares of the Company are exchanged
for securities, cash or property of the other person and the Company is the
surviving corporation, or (iii) 50% or more of the Company's assets or
earning power is sold or transferred, proper provision will be made so that
each holder of a Right will thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right. The events set forth in this
paragraph and the preceding paragraph are referred to as the "Triggering
Events."
The Purchase Price payable and the number of Common Shares or other
securities, cash or property issuable, upon exercise of the Rights are
subject to customary adjustments from time to time to prevent dilution in
the event of certain changes in the shares of the Company. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to an increase or decrease of at least 1% in
the Purchase Price. The Company may determine not to issue fractional
Rights or shares, and in lieu thereof, an adjustment in cash will be made
based on the market value of the Rights or shares on the last trading date
prior to the date of exercise.
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.0005 per Right, at any time before the earlier of the
close of business on the tenth calendar day following the Shares
Acquisition Date or the close of business on the Expiration Date.
Immediately upon the action of the Board of Directors ordering redemption
of the Rights, the Rights will terminate and the only right of the holders
of Rights will be to receive the redemption price.
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At any time after any person becomes an Acquiring Person and prior to
the acquisition by such person of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the then
outstanding and exercisable Rights (other than Rights owned by such person,
which will have become void), in whole or in part, for Common Shares, each
Right being exchangeable for one Common Share, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the earliest of (i) the
Distribution Date, (ii) a Triggering Event or (iii) an Adverse Change of
Control. After the earliest to occur of such events, the provisions of the
Rights Agreement may be amended in order (x) to make changes that do not
adversely affect the interests of holders of the Rights (other than the
interests of any Acquiring Person), (y) to cure any ambiguity or correct or
supplement any provision which may be defective or inconsistent with other
provisions contained in the Rights Agreement, or (z) to shorten or lengthen
any time period under the Rights Agreement, but no time period relating to
redemption of the Rights may be lengthened so as to make the Rights
redeemable at a time at which the Rights had not then otherwise been
redeemable and no other time period may be lengthened unless for the
purpose of protecting, enhancing or clarifying the rights or benefits of
holders of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on a substantial number of Rights
being acquired. Accordingly, the existence of the Rights may deter
acquirors from making takeover proposals or tender offers. However, the
Rights help ensure that the Company's shareholders receive fair and equal
treatment in the event of any proposed takeover of the Company. The
execution of the Rights Agreement by the Company is not in response to any
specific takeover threat or proposal, but is a precaution taken to protect
the rights of the Company's shareholders.
A copy of the Rights Agreement, dated as of February 18, 1999, between
the Company and the Rights Agent, specifying the terms of the Rights (which
Rights Agreement includes as exhibits the form of Rights Certificate and
the Summary of Rights to Purchase Common Stock) is attached hereto as an
exhibit and is incorporated herein by reference. The foregoing description
of the Rights is qualified by reference to such Exhibit.
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Item 2. Exhibits.
Exhibit No. Description
4.1 Rights Agreement, dated as of February 18,
1999, between American Water Works Company,
Inc. and BankBoston, N.A., as Rights Agent,
which includes as exhibits the form of Right
Certificate as Exhibit A and the Summary of
Rights to Purchase Common Stock as Exhibit B.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN WATER WORKS COMPANY, INC.
(Registrant)
By: J. James Barr, President and CEO
(Authorized Officer)
Date: March 1, 1999
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EXHIBIT INDEX
Exhibit No.
As provided
in Item 601
Exhibit Number Description
4.1 Rights Agreement, dated as of February 18,
1999, between American Water Works
Company, Inc. and BankBoston, N.A., as
Rights Agent, which includes as exhibits
the form of Right Certificate as Exhibit
A and the Summary of Rights to Purchase
Common Stock as Exhibit B.
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