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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 21, 1999
E'TOWN CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-11023 22-2596330
(State of Incorporation) (Commission File Number) IRS Employer
Identification
Number)
600 South Avenue, Westfield, New Jersey 07090
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 654-1234
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ITEM 5. OTHER EVENTS.
On November 21, 1999, E'town Corporation, a New Jersey corporation (the
"Company"), Thames Water Plc, a public limited company organized under the laws
of England and Wales ("Thames") and Edward Acquisition Corp., a New Jersey
corporation which is indirectly wholly owned by Thames ("Edward"), entered into
an Agreement and Plan of Merger (the "Merger Agreement") providing for the
merger of Edward with and into the Company (the "Merger").
Pursuant to the terms of the Merger Agreement, the Company has amended its
Rights Agreement, dated as of February 4, 1991 (the "Rights Agreement") so that
(i) the Company may proceed to consummate the Merger without triggering the
provisions of the Rights Agreement, and (ii) the Rights (as defined in the
Rights Agreement) would expire immediately prior to the effective time of the
Merger. A copy of the amendment is filed herewith as Exhibit 4. For more
information on the Merger and the Merger Agreement, see the Company's Current
Report on Form 8-K dated November 24, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following exhibits are filed as part of this report:
4. Amendment dated as of November 21, 1999, to the Rights Agreement dated as
of February 4, 1991, between E'town Corporation and The Bank of New York,
as Rights Agent.
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 hereunto duly authorized.
Dated: December 17, 1999
E'TOWN CORPORATION
By: /s/ GAIL P. BRADY
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Gail P. Brady
Treasurer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4. Amendment dated as of November 21, 1999 to the Rights Agreement dated as of
February 4, 1991 between E'town Corporation and The Bank of New York, as
Rights Agent.
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