UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to Section 240.14a-12
Filing by:
AMERICAN WATER WORKS COMPANY, INC.
------------------------------------------------------------------------------
(Name of each Registrant as Specified in its Charter)
------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
-----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------------------
4) Date Filed:
-----------------------------------------------------------------------
[Logo] RWE Acquisition Update #6
November 1, 2001
This is an update on the RWE/Thames acquisition for Associates of American
Water. Frequent updates will be distributed in the coming weeks via email.
They will then be archived, along with other materials, in the "RWE
Acquisition Update" database on Lotus Notes.
Frequently Asked Questions
Tell me one more time what changes have been made to the ESOP plan?
Only one thing has changed so far: You can no longer invest your ESOP
dividends in the dividend reinvestment and stock purchase plan. This plan was
suspended effective September 17, the first business day after the acquisition
agreement was reached. Beginning with the November 15, 2001 dividend you will
receive your dividends in cash. But you can still contribute to your ESOP
account and the Company will continue to match your contributions. However,
once the RWE/Thames transaction is complete, American Water stock will no
longer be traded and the ESOP program, as it is constructed today, will no
longer exist.
Why was the dividend reinvestment and stock purchase plan suspended?
In the agreement, RWE will pay $46 a share for all the American Water common
stock outstanding at the time of the signing. If the dividend reinvestment and
stock purchase plans were not suspended, the number of outstanding shares
would continue to increase, changing the value of the deal.
Of the 23 states where we serve customers, which ones will have to approve the
RWE acquisition before it can be completed?
At this time we believe the transaction will have to be approved by at least
14 states: Arizona, California, Connecticut, Illinois, Kentucky, Maryland, New
Hampshire, New Jersey, New Mexico, New York, Ohio, Pennsylvania, Virginia and
West Virginia. In addition, the states of Hawaii, Iowa, Missouri, Tennessee
and Texas will have to be formally notified of the transaction. No action is
required at all in the states of Georgia, Indiana, Massachusetts and Michigan.
Continued . . .
Acquisition update #6 - page 2
When will we start the regulatory filings process?
We plan to begin filing applications early in December and expect to complete
all of the filings by year's end. The regulatory team, made up of
representatives from American Water and Thames, will then respond to comments
from the commissions as soon as we receive them.
Does the transaction require any Federal approvals?
Under the rules of the Hart-Scott-Rodino Antitrust Improvements Act, the
acquisition cannot be completed until the Federal Trade Commission and the
Antitrust Division of the Department of Justice have been notified of the
transaction, and a waiting period has expired or been terminated. We expect to
file this notification sometime after the shareholder vote.
Has a date been set for the special shareholder meeting and vote?
Not yet. Before the date can be set, a proxy statement must be completed,
filed and approved by the US Securities and Exchange Commission. That document
is still being prepared by representatives of American Water, and is being
reviewed by RWE and Thames. It is expected that the proxy statement will be
filed within the next six weeks, which would enable us to have the special
shareholder meeting in January.
Can anyone still buy American Water Works stock on the open market?
Yes. Anyone can buy our common stock until the day the transaction closes.
My neighbors are saying we shouldn't be selling control of our water supply to
an international company. Are they right?
During these emotional times for our country, it is not unusual to hear such
concerns. But the fact is, the control of our water supplies has never been
determined by who owns the water company's stock. Our country's water supplies
are controlled by various governmental organizations including the state
public utility commissions, river basin authorities and state environmental
protection agencies. That's the way it's been and that's the way it's going to
be -- no matter who owns American Water Works. Besides, while RWE is
headquartered in Germany, it's hardly new to this country. The company and its
affiliates employ more than 16,500 people in the U.S. - roughly 10 percent of
RWE's global workforce.
* * *
American Water Works Company, Inc. (the "Company"), RWE
Aktiengesellschaft, a company organized under the laws of the Federal Republic
of Germany ("Guarantor"), Thames Water Aqua Holdings GmbH, a company organized
under the laws of the Federal Republic of Germany and a wholly owned
subsidiary of Guarantor ("Parent"), and Apollo Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of Parent ("Sub") have entered into
an Agreement and Plan of Merger, dated as of September 16, 2001, pursuant to
which Sub will be merged with and into the Company with the Company surviving
the merger (the "Merger"). In connection with the Merger, the Company will be
filing a proxy statement with the Securities and Exchange Commission (the
"SEC"). SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING
THE MERGER. Investors and security holders may obtain a free copy of the proxy
statement when it becomes available and other documents filed by the Company
with the SEC in connection with the Merger at the SEC's web site at
www.sec.gov. Security holders of the Company may also obtain for free a copy
of the proxy statement and other documents filed with the SEC by the Company
in connection with the Merger by contacting Nancy A. Macenko, Vice President
External Affairs, at (856) 566-4026.
The Company and its subsidiaries and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the Company's stockholders in favor of the Merger. These
directors include the following: Marilyn Ware, Gerald C. Smith, J. James Barr,
Henry G. Hager, Ross A. Webber, Frederick S. Kirkpatrick, Paul W. Ware, Nancy
Ware Wainwright, Ray J. Groves, Elizabeth H. Gemmill, William S. White,
Anthony P. Terracciano, William O. Albertini, Rhoda W. Cobb and Horace
Wilkins, Jr. and these officers include Joseph F. Hartnett, Jr., Daniel L.
Kelleher, W. Timothy Pohl, Robert D. Sievers, Ellen C. Wolf, Nancy A. Macenko
and James E. Harrison. Collectively, as of March 5, 2001, the directors and
executive officers of the Company may be deemed to beneficially own
approximately 21.9% of the outstanding shares of the Company's common stock
and under 5% of the outstanding shares of the Company's Cumulative Preferred
Stock, 5% Series. Stockholders of the Company may obtain additional
information regarding the interests of the participants by reading the proxy
statement when it becomes available.
Forward looking statements in this report, including, without
limitation, statements relating to the Company's plans, strategies,
objectives, expectations, intentions and adequacy of resources, are made
pursuant to the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward looking statements. These factors include, among others, the
following: the success of pending applications for rate increases, inability
to obtain, or to meet conditions imposed for, regulatory approval of pending
acquisitions, weather conditions that tend to extremes of temperature or
duration; availability, terms and development of capital; business abilities
and judgment of personnel; changes in, or the failure to comply with
governmental regulations, particularly those affecting the environment and
water quality; competition; success of operating initiatives, advertising and
promotional efforts; existence of adverse publicity or litigation; changes in
business strategy or plans; quality of management; general economic and
business conditions; the ability to satisfy the conditions to closing set
forth in the definitive agreement; and other factors described in filings of
the Company with the SEC. The Company undertakes no obligation to publicly
update or revise any forward looking statement, whether as a result of new
information, future events or otherwise.