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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 10, 1999
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AQUARION COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-0852232
(State or Other Jurisdiction of 1-8060 (I.R.S. Employer
Incorporation or Organization) (Commission Identification No.)
File Number)
835 Main Street 203-335-2333
Bridgeport, Connecticut 06604 (Registrant's Telephone
(Address of Principal Executive Number, Including Area
Offices) Code)
NOT APPLICABLE
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(For Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On September 10, 1999, a complaint relating to the pending merger of
Aquarion Company ("Aquarion") with Kelda Group plc (formerly Yorkshire Water
plc), was filed by Herbert E. Behrens in the Court of Chancery of the State of
Delaware naming Aquarion and its directors as defendants. The complaint is
filed herewith as Exhibit 99(a). On September 13, 1999, Aquarion issued a press
release, which is filed herewith as Exhibit 99(b).
The complaint requests that the merger be enjoined preliminarily and
permanently, the transaction be rescinded and rescissory damages be awarded to
the extent that the merger is consummated prior to the entry of the Court of
Chancery's final judgement, the defendants be directed to account to the
plaintiff and all other members of the class for all the damages caused to them,
the plaintiff be awarded the costs and disbursements of the action including a
reasonable allowance for the fees and expenses of plaintiff's attorneys and
experts and the plaintiff and other members of the class be granted such other
relief as may be just and proper.
The complaint generally alleges flaws in the auction process. It also
alleges that the Aquarion Board of Directors was required to extend the auction
process by making an additional inquiry of one of the final bidders as to
whether that bidder would further raise its offer. It also suggests that Kelda
was tipped by the defendants or their agents as to the amount of the competing
bid.
Aquarion and its directors believe that the complaint is wholly without
merit and intend to vigorously defend the action.
No application for temporary or preliminary relief has been sought and
Aquarion expects that its shareholder meeting to vote on the merger called for
9:30 a.m. on September 21, 1999 at People's Bank, 850 Main Street, will proceed
as scheduled.
Item 7. Exhibits
99(a) Class Action complaint filed in the Court of Chancery of the State of
Delaware in and for New Castle County by Herbert E. Behrens against
Aquarion Company, George W. Edwards, Jr., Richard K. Schmidt, Janet D.
Greenwood, John A. Urquhart, G. Jackson Ratcliffe, Geoffrey
Etherington, Edgar G. Hotard, and Jack E. McGregor and
99(b) Press Release dated September 13, 1999.
SIGNATURE
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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.
Date: September 13, 1999
AQUARION COMPANY
(Registrant)
By:/s/ Janet M. Hansen
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Janet M. Hansen
Vice President, Chief
Financial Officer and Treasurer
EXHIBIT LIST
99(a) Class Action complaint filed in the Court of Chancery of the State of
Delaware in and for New Castle County by Herbert E. Behrens against
Aquarion Company. George W. Edwards, Jr., Richard K. Schmidt, Janet
D. Greenwood, John A. Urquhart, G. Jackson Ratcliffe, Geoffrey
Etherington, Edgar G. Hotard, and Jack E. McGregor and
99(b) Press Release dated September 13, 1999.