SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 2 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 -------------- PHILADELPHIA SUBURBAN CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 1-6659 23-1702594 --------------- ------------ -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 762 W. Lancaster Avenue, Bryn Mawr, Pennsylvania 19010 ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) (610) 527-8000 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable -------------------------------------------------------------- (Former name or former address, if changed since last report.) As indicated in the Registrant's Form 8-K as filed with the Securities and Exchange Commission on March 12, 1999 ("Form 8-K") and Amendment No. 1 to the Form 8-K as filed with the Commission on May 5, 1999 ("Amendment No. 1"), the financial and pro forma financial information required to be filed therewith would be filed not later than 60 days after March 12, 1999. Accordingly, this Amendment No. 2 to Form 8-K ("Amendment No. 2") amends and modifies Item 7 of the Form 8-K to read in its entirety as follows: Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired The financial statements of Consumers Water Company for the period ended December 31, 1998 and the notes thereto, and the report of Arthur Andersen LLP, independent auditors, thereon were filed as Exhibit 7.1 to Amendment No. 1, and such Exhibit is incorporated herein by reference. (b) Pro Forma Financial Information (Unaudited) The pro forma condensed combined balance sheet (unaudited) as of December 31, 1998 and the pro forma combined statement of income (unaudited) for the three years ended December 31, 1998, 1997 and 1996 and the notes thereto,are filed as Exhibit 7.2 to this Amendment No. 2 and such Exhibit is incorporated herein by reference. (c) Exhibits 7.1 Financial Statements of Consumers Water Company as of and for the year ended December 31, 1998. 7.2 Pro forma condensed combined balance sheet (unaudited) as of December 31, 1998 and the pro forma combined statement of income (unaudited) for the three years ended December 31, 1998, 1997 and 1996 and the notes thereto. 23.1 Consent of Arthur Andersen LLP -2- 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: May 11, 1999 /s/ Roy H. Stahl -------------------------------- Name: Roy H. Stahl Title: Senior Vice President and General Counsel -3- EXHIBIT INDEX Exhibit Page 7.1 Financial Statements of Consumers Water Company as of and -- for the year ended December 31, 1998. (Filed as Exhibit 7.1 to Current Report on Form 8-K/A, Amendment No. 1, dated May 5, 1999.) 7.2 Pro forma condensed combined balance sheet (unaudited) as of 5 December 31, 1998 and the pro forma combined statementof income (unaudited) for the three years ended December 31, 1998, 1997 and 1996 and the notes thereto 23.1 Consent of Arthur Andersen LLP (Filed as Exhibit 23.1 to -- Current Report on Form 8-K/A, Amendment No. 1, dated May 5, 1999.) -4-