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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): March 10,1999
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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
incorporation) Number)
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 2. Acquistion or Disposition of Assets
The previously announced agreement to merge Consumers Water Company
("Consumers") with and into Consumers Acquistion Company
("Acquistion"), a wholly-owned subsidiary of Philadelphia Suburban
Corporation ("Registrant") was consummated as of the close of business
on March 10, 1999. The transaction was completed pursuant to the
Amended and Restated Agreement and Plan of Merger dated August 5, 1998
(the "Agreement") among Consumers, Acquistion and Registrant, which
was approved by the shareholders of each company on November 16, 1998.
Pursuant to the terms of the Agreement, each shareholder of Consumers
will receive 1.432 shares of Registrant's Common Stock for each share
of Consumers Common Stock and 5.649 shares of Registant's Common Stock
for each share of Consumers Preferred Stock. The exchange ratio for
the Consumers Common Stock was calculated in accordance with the
Agreement and is equal to the quotient determined by dividing $32.00
by the Calculation Price, rounded to the nearest one-thousandth of a
dollar. The Calculation Price is the volume weighted average, rounded
to the nearest one-thousandth of a dollar of the trading prices for
Registrant's Common Stock for each of the ten consecutive trading days
ending five business days before the Determination Date of March 9,
1999. As provided in the Agreement, the exchange ratio for the
Consumers Preferred Stock is the product of 3.945 times the exchange
ratio for the Consumers Common Stock. Thus, the 9,046,823 shares of
Consumers Common Stock outstanding on March 10, 1999 will be exchanged
for 12,955,051 shares of Registrant's Common Stock and the 10,438
shares of Consumers Preferred Stock outstanding on March 10, 1999 will
be exchanged for 58,964 shares of Registrant's Common Stock.
In the transaction, the subsidiaries of Consumers will become
subsidiaries of Acquisition, which will change its name to Consumers
Water Company. These subsidiaries operate water and wastewater systems
in five states (Ohio, Illinois, Pennsylvania, New Jersey and Maine),
serving approximately 800,000 residents in those states. Registrant
intends to continue the operations of these subsidiaries.
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Item 5. Other Events.
The disclosure contained in the Press Release attached hereto as
Exhibit 99.1 is incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
As of the date of filing of this Current Report on Form 8-K, it
is impracticable for the Registrant to provide the financial
statements required by this Item 7(a). In accordance with Item
7(a)(4) of Form 8-K, such financial statements shall be filed by
amendment to this Form 8-K no later than 60 days after March 12,
1999.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K, it
is impracticable for the Registrant to provide the pro forma
financial information required by this Item 7(b). In accordance
with Item 7(b)of Form 8-K, such financial information shall be
filed by amendment to this Form 8-K no later than 60 days after
March 12, 1999.
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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:March 12, 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
2.1 Amended and Restated Agreement and -
of Merger, dated as of August 5, 1998,
by and among Philadelphia Suburban
Corporation, Consumers Water Company
and Consumers Acquisition Company.
(Incorporated by reference from
Registration Statement on Form S-4,
filed with the Securities and Exchange
Commission on September 11, 1998.)
99.1 Press release dated March 11, 1999 6-7
CONTACT: Idalia Rodriguez
Director, Investor Relations
(610) 645-1084
www.suburbanwater.com
rodriguezi@suburbanwater.com
Donna Alston
Director, Communications
(610) 645-1095
alstond@suburbanwater.com
FOR RELEASE: March 11, 1999
PHILADELPHIA SUBURBAN CORPORATION COMPLETES MERGER
WITH CONSUMERS WATER COMPANY
Merger creates nation's second largest investor-owned water company
BRYN MAWR, PA, March 11 - Philadelphia Suburban Corporation (NYSE:PSC) and
Consumers Water Company (formerly NASDAQ:CONW) completed their previously
announced merger (June 29), creating the second largest water company in the
United States based on market capitalization. Regulatory approvals from the five
states needed to close the merger were completed in six months, which is
believed to be a record for a multi-state, major utility transaction.
Under the terms of the merger agreement, PSC acquired Consumers for
approximately $463 million in stock and assumed debt. Each holder of Consumers
common stock will receive 1.432 shares of PSC common stock for each share of
Consumers common stock, which was worth a total of $32 per share at yesterday's
closing price.
"We are pleased that this merger should be more accretive to future earnings
than when we announced the merger last June because the originally proposed
exchange ratio was 1.459," said PSC Chairman Nicholas DeBenedictis. "Also,
immediate steps are being taken to close the former Consumers' corporate
headquarters office in Portland, Maine by the end of this month and we will
begin cutting duplicative overhead costs immediately."
Consumers will operate as a wholly-owned subsidiary of PSC, the parent company
of Philadelphia Suburban Water Company (PSW). The combined company will serve
approximately 1.8 million residents with operating subsidiaries in Pennsylvania,
Ohio, Illinois, New Jersey, and Maine. "We will hit the ground running, having
worked closely with the Consumers' state presidents during the transition to
establish cost containment measures and customer growth strategies,"
DeBenedictis said.
"The combination of these two companies will make PSC one of the premier water
suppliers in the nation," added DeBenedictis. "This merger is taking place at a
very dynamic time in the water utility industry-when there is significant
opportunity for consolidation of the existing 50,000 water companies in the
United States. PSC has been one of the top 'acquirers' to date with more
than 30 acquisitions since 1992."
PSC intends to continue its successful regional-growth-through-acquisition
strategy and to expand the Company in the growing southeastern Pennsylvania
region. The critical mass, economies of scale and new geographic locations
resulting from this merger should provide the combined companies with new
opportunities for growth and additional cost savings.