SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
Amendment No. 2
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
American Water Works Company, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 51-0063696
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1025 Laurel Oak Road, P.O. Box 1770,
Voorhees, NJ 08043
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
Common Stock Purchase Rights New York Stock Exchange
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If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this
form relates: _______________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
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(Title of class)
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
On September 16, 2001, American Water Works Company, Inc., a
Delaware corporation (the "Company"), executed Amendment No. 2 (the
"Rights Amendment") to the Rights Agreement dated as of February 18,
1999, as amended as of June 1, 2000 (the "Rights Agreement"),
between the Company and Fleet National Bank (formerly known as
BankBoston N.A.), a national banking association, as Rights Agent
(the "Rights Agent"). The Rights Amendment provides that the
execution, delivery and performance of the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of September 16, 2001, by
and among the Company, RWE Aktiengesellschaft, a company organized
under the laws of the Federal Republic of Germany ("RWE"), Thames
Water Aqua Holdings GmbH, a company organized under the laws of the
Federal Republic of Germany ("Thames"), and Apollo Acquisition
Company, a Delaware corporation ("Sub"), will not cause RWE, Thames,
Sub or any of their affiliates or associates to become an "Acquiring
Person" (as defined in the Rights Agreement) nor give rise to a
"Distribution Date," "Shares Acquisition Date" or "Triggering Event"
(as each such term is defined in the Rights Agreement).
The Rights Amendment is attached as Exhibit 4.3 hereto and is
incorporated by reference herein, and the foregoing description of
the Rights Amendment is qualified in its entirety by reference to
the Rights Amendment.
Item 2. Exhibits.
4.1 Rights Agreement, dated as of February 18, 1999, by and
between American Water Works Company, Inc. and BankBoston
N.A. (Incorporated by reference to the Company's
Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on March 1, 1999).
4.2 First Amendment to the Rights Agreement, dated June 1, 2000
(Incorporated by reference to the Company's Amendment No. 1
to the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on June 1, 2000).
4.3 Second Amendment to the Rights Agreement, dated as of
September 16, 2001.
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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 hereunto duly authorized.
AMERICAN WATER WORKS COMPANY, INC.
By: /s/ W. Timothy Pohl
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Name: W. Timothy Pohl
Title: General Counsel and Secretary
Date: September 17, 2001
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Rights Agreement, dated as of February 18, 1999, by
and between American Water Works Company, Inc. and
BankBoston N.A. (Incorporated by reference to the
Company's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on
March 1, 1999).
4.2 First Amendment to the Rights Agreement, dated June 1, 2000
(Incorporated by reference to the Company's Amendment No. 1
to the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on June 1, 2000).
4.3 Second Amendment to the Rights Agreement, dated as of
September 16, 2001.
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