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): May 24, 1999
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 Number)
incorporation)
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 5. Other Events.
On March 10, 1999, the merger of Consumers Water Company ("Consumers") with
and into Consumers Acquisition Company ("Acquisition"), a wholly-owned
subsidiary of Philadelphia Suburban Corporation ("Registrant") was consummated.
Each holder of Consumers received 1.432 shares of Registrant's common stock for
each share of Consumers common stock and 5.649 shares of Registrant's common
stock for each share of Consumers preferred stock. As a result, Registrant
issued approximately 13 million shares of Registrant's common stock. The
acquisition was accounted for as a tax-free pooling of interests.
The Registrant hereby files as Exhibit 99.4 hereto, its audited
Supplemental Consolidated Financial Statements as of December 31, 1998 and 1997
and for each of the years in the three-year period ended December 31, 1998, the
notes thereto, and the independent auditors' report of KPMG LLP.
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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: May 24, 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
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99.4 Registrant's audited Supplemental Consolidated 5
Financial Statements as of December 31,
1998 and 1997 and for each of the years
in the three year period ended December
31, 1998, the notes thereto, and the
independent auditors' report of KPMG LLP.
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