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 10,1999
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PHILADELPHIA SUBURBAN CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-6659 23-1702594
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
762 W. Lancaster Avenue, Bryn Mawr, Pennsylvania 19010
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(Address of principal executive offices) (Zip Code)
(610) 527-8000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
Item 2. Acquistion or Disposition of Assets
The previously announced agreement to merge Consumers Water Company
("Consumers") with and into Consumers Acquistion Company
("Acquistion"), a wholly-owned subsidiary of Philadelphia Suburban
Corporation ("Registrant") was consummated as of the close of business
on March 10, 1999. The transaction was completed pursuant to the
Amended and Restated Agreement and Plan of Merger dated August 5, 1998
(the "Agreement") among Consumers, Acquistion and Registrant, which
was approved by the shareholders of each company on November 16, 1998.
Pursuant to the terms of the Agreement, each shareholder of Consumers
will receive 1.432 shares of Registrant's Common Stock for each share
of Consumers Common Stock and 5.649 shares of Registant's Common Stock
for each share of Consumers Preferred Stock. The exchange ratio for
the Consumers Common Stock was calculated in accordance with the
Agreement and is equal to the quotient determined by dividing $32.00
by the Calculation Price, rounded to the nearest one-thousandth of a
dollar. The Calculation Price is the volume weighted average, rounded
to the nearest one-thousandth of a dollar of the trading prices for
Registrant's Common Stock for each of the ten consecutive trading days
ending five business days before the Determination Date of March 9,
1999. As provided in the Agreement, the exchange ratio for the
Consumers Preferred Stock is the product of 3.945 times the exchange
ratio for the Consumers Common Stock. Thus, the 9,046,823 shares of
Consumers Common Stock outstanding on March 10, 1999 will be exchanged
for 12,955,051 shares of Registrant's Common Stock and the 10,438
shares of Consumers Preferred Stock outstanding on March 10, 1999 will
be exchanged for 58,964 shares of Registrant's Common Stock.
In the transaction, the subsidiaries of Consumers will become
subsidiaries of Acquisition, which will change its name to Consumers
Water Company. These subsidiaries operate water and wastewater systems
in five states (Ohio, Illinois, Pennsylvania, New Jersey and Maine),
serving approximately 800,000 residents in those states. Registrant
intends to continue the operations of these subsidiaries.
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Item 5. Other Events.
The disclosure contained in the Press Release attached hereto as
Exhibit 99.1 is incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
As of the date of filing of this Current Report on Form 8-K, it
is impracticable for the Registrant to provide the financial
statements required by this Item 7(a). In accordance with Item
7(a)(4) of Form 8-K, such financial statements shall be filed by
amendment to this Form 8-K no later than 60 days after March 12,
1999.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K, it
is impracticable for the Registrant to provide the pro forma
financial information required by this Item 7(b). In accordance
with Item 7(b)of Form 8-K, such financial information shall be
filed by amendment to this Form 8-K no later than 60 days after
March 12, 1999.
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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 thereunto duly authorized.
PHILADELPHIA SUBURBAN CORPORATION
Date:March 12, 1999 /s/ Roy H. Stahl
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Name: Roy H. Stahl
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Page
2.1 Amended and Restated Agreement and -
of Merger, dated as of August 5, 1998,
by and among Philadelphia Suburban
Corporation, Consumers Water Company
and Consumers Acquisition Company.
(Incorporated by reference from
Registration Statement on Form S-4,
filed with the Securities and Exchange
Commission on September 11, 1998.)
99.1 Press release dated March 11, 1999 6-7