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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
(RULE 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[X] Soliciting Material Under Rule 14a-12
AMERICAN WATER WORKS COMPANY, INC.
(Name of Registrant as Specified in Its Charter)
RWE AKTIENGESELLSCHAFT
(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)(1) 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 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:
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PRESS RELEASE [RWE Logo]
RWE
One Group
Multi Utilities
RWE ANNOUNCES THE ACQUISITION OF AMERICAN WATER WORKS
o THAMES WATER, RWE'S WATER BUSINESS, TO GAIN LEADING POSITION IN THE US
WATER MARKET
o TRANSACTION TO STRENGTHEN POSITION OF GLOBAL WATER BUSINESS, PROVIDING
GREATER BALANCE TO RWE'S CORE UTILITY PORTFOLIO
Essen, September 17, 2001
Essen-based RWE AG (DAX: RWE) has agreed to acquire all the outstanding
ordinary shares of the US water services company American Water Works Company,
Inc., based in Voorhees, New Jersey. RWE will pay $46.00 in cash per American
Water share, or a 36.5% premium to the average closing price of American Water
shares over the 30 trading days ended 10 September 2001. The proposed
transaction has a total equity value of $4.6 billion, and an enterprise value
of $7.6 billion including the assumption of approximately $3.0 billion in
debt.
American Water Works Company, Inc. (NYSE: AWK) is the largest publicly traded
water services company in the United States. Currently operating in 23 states,
the company generated revenues of $1.4 billion in 2000. It has approximately
5,000 employees.
Upon completion of the transaction, American Water will be combined with the
US operations of Thames Water, RWE's London-based international water services
business. American Water will manage the joint operations in North and South
America. American Water's CEO, J. James Barr, will report directly to Bill
Alexander, CEO of Thames Water.
Commenting on the announcement, Dr. Dietmar Kuhnt, President and CEO of RWE,
said, "We are extremely pleased to have reached this agreement with American
Water, the largest and most geographically diversified water services company
in the US. In addition to providing us with a top
RWE AG, Konzernkommunikation, Opernplatz 1, 45128 Essen, PO Box 103061, 45030
Essen
Tel.: +49(0)201/12-1 51 20 or -1 50 95, Fax: +49(0)201/12-1 52 52 or 1 50 94;
E-Mail: presse@rwe.com
PRESS RELEASE [RWE Logo]
RWE
One Group
Multi Utilities
position in the US, the acquisition of American Water will further establish
RWE as a global leader in the provision of water services. The development of
RWE's world-class water business in turn will provide greater balance to our
core utility portfolio and allow us to deliver enhanced growth and shareholder
value."
Thames Water, the RWE Group water business, is the world's third largest water
company. Thames Water entered the US water market in 2000 through the
acquisition of Westfield, New Jersey-based E'Town Corporation. Upon completion
of the American Water transaction, including two significant pending
acquisitions by American Water, Thames Water will have a presence in more than
44 countries on six continents, serving a population of approximately 56
million people, up from 43 million today.
Bill Alexander, CEO of Thames Water, said, "American Water provides RWE and
Thames Water with a highly respected management team and a strong platform for
developing our water business in North and South America, which are among the
world's largest and fastest-growing markets. Together, we will strengthen our
ability to serve the interests of our customers and employees. RWE and Thames
Water, like American Water, are strongly committed to preserving the
environment, participating in local activities, and otherwise adding value to
the communities in which they operate."
On behalf of the American Water's Board of Directors, Chairman Marilyn Ware
commented that, "Our Company's heritage and expertise are consistent with
those of RWE and Thames Water. This transaction pairs us with strong
international partners and positions us perfectly to continue the momentum
we've created toward becoming the water resources manager of choice in the US"
American Water Works President and Chief Executive Officer J. James Barr
described the transaction "a compelling combination of companies that will
create a powerful new force in the world water market and deliver value for
our customers, our shareholders, our associates, and the communities we serve.
Over the years, through multiple consolidations, we have been able to enhance
our ability to address water resource issues throughout the US. Joining forces
with
PRESS RELEASE [RWE Logo]
RWE
One Group
Multi Utilities
Thames Water and RWE is the next logical step in a growth strategy based on
delivery of vital community services," Barr said.
Commenting on the tragic events of September 11th, RWE's Dr. Kuhnt said, "The
RWE family around the world mourns the loss of innocent life suffered in
America last week. With more than 16,000 of our employees based in the United
States, we share America's horror, grief and outrage. Rather than delay, we
are making this announcement today because we believe it is more important
than ever to show the world that we are investing in America. We believe in
the courage and resiliency of its people and remain ever confident in its
future."
The transaction has been approved unanimously by the Board of Directors of
American Water and the Management and Supervisory Boards of RWE. In addition,
shareholders representing 24% of American Water shares have entered into
binding agreements to support the merger. The transaction, which is subject to
the approval of the majority of American Water's shareholders and utility
regulatory commissions in many of the 22 states in which American Water
conducts its regulated business, is targeted for completion within 18 to 24
months. The transaction is expected to be EPS accretive on a pre-goodwill
basis in the first full year following completion. In addition, the return on
capital employed in the second full year of consolidation is expected to be
above the pre-tax cost of capital.
A joint team will be formed immediately to ensure that all necessary approval
requirements are fulfilled as efficiently as possible.
Merrill Lynch and Morgan Stanley served as financial advisors to RWE and
Goldman Sachs served as financial advisor to American Water.
For further information on this transaction visit http://www.rwe.com.
ABOUT RWE
RWE is a leading international multi-utility company. Its core businesses are
electricity, natural gas, water, waste management and utility-related
services. In financial year 2000/2001, the RWE
PRESS RELEASE [RWE Logo]
RWE
One Group
Multi Utilities
Group's 172,000 employees worldwide generated sales of approximately
[Euro] 62 billion. The Group has 12 major operating subsidiaries. More
information on RWE can be found at http://www.rwe.com.
ABOUT THAMES WATER
With more than 14,000 employees in 44 countries, Thames Water provides water
and wastewater services to approximately 43 million customers, ranking it as
the third-largest water company worldwide. The London-based company has led
all of the international water services activities of the RWE Group since
November 2000. In the UK, the company is the leading supplier of water and
wastewater services. Thames Water also delivers water services to customers
through international operations in North and South America, Asia-Pacific,
Eastern Europe and the Mediterranean. In the United States, Thames Water
operates Westfield, NJ based water company E'Town Corporation, which supplies
fresh water to approximately 1 million people in New Jersey. More information
on Thames Water can be found at http://www.thames-water.com.
ABOUT AMERICAN WATER
With annual revenues of $1.4 billion, American Water is the largest publicly
traded water and wastewater enterprise in the United States. Its 5,000
employees provide water, wastewater and other water resource management
services to more than 10 million people in more than 1,300 communities
throughout the US. More information on American Water can be found at
http://www.amwater.com.
Please direct inquiries to: Dieter Schweer, Vice President, RWE Group
Corporate Communications
Phone: +49 201 121 5120
Bill McAndrews, Senior Manager, RWE Press
Relations
Phone: +49 201 121 5095
Mobile: +49 177 551 5302
Cathy Little, Media Relations Manager,
Thames Water
Phone: +44 118 959 33 64
Mobile: +44 7747 64 10 38
Nancy Macenko, Vice President External Affairs,
American Water Works
Phone: +1 856 566 4026
PRESS RELEASE [RWE Logo]
RWE
One Group
Multi Utilities
Investors and security holders are urged to read the proxy statement regarding
the proposed transaction when it becomes available because it will contain
important information. The proxy statement will be filed with the U.S.
Securities and Exchange Commission by American Water Works and security
holders may obtain a free copy of the proxy statement when it becomes
available and other documents filed or furnished by American Water with the
SEC at the SEC's web site at www.sec.gov. The proxy statement and other
documents filed or furnished by American Water Works may also be obtained for
free by directing a request to American Water at +1 (856) 346 8200.
Investors may obtain a detailed list of names, affiliations and interests of
participants in the solicitation of proxies of American Water shareholders to
approve the merger at the following address: American Water Works Company,
Inc.; 1025 Laurel Oak Road; P.O. Box 1770; Voorhees, NJ 08043 USA.
Caution Concerning Forwarding-Looking Statements: This press release contains
certain "forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations and are naturally subject to uncertainty and
changes in circumstances. Actual results may vary materially from the
expectations contained herein. The forward-looking statements contained herein
include statements about the merger between RWE and American Water Works. The
following factors, among others, could cause actual results to differ
materially from those described herein: failure to obtain certain regulatory
approvals; actions of the U.S., state and local governments; failure of the
requisite number of American Water Works' shareholders to approve the proposed
transaction; the inability to successfully integrate the businesses of RWE and
American Water; the costs related to the merger; the inability to achieve
cost-cutting synergies resulting from the merger; changing consumer or
marketplace trends; the general economic environment; potential or actual
litigation challenging the proposed transaction; and other economic, business,
competitive and/or regulatory factors affecting businesses generally. More
detailed information about those factors is set forth in filings made by
American Water Works with the SEC. Neither RWE nor American Water Works is
under any obligation to (and expressly disclaims any such obligation to)
update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.
NOTICE IN ACCORDANCE WITH SEC. 15 OF THE SECURITIES TRADING ACT OF
RWE AG, ESSEN
- THE SENDER IS SOLELY RESPONSIBLE FOR THE CONTENTS OF THIS NOTICE -
Essen, September 17, 2001
RWE AG ANNOUNCES ACQUISITION OF AMERICAN WATER WORKS COMPANY, INC.
Essen-based RWE AG has agreed to acquire all the outstanding ordinary
shares of the US water service company American Water Works Company, Inc.,
based in Voorhees/New Jersey. RWE will offer $46 in cash per American Water
Works Company share, or a premium of 36.5% on the average closing share
price over the 30 trading days ended September 10, 2001. The proposed
transaction has a total equity value of $4.6 billion. Including the
assumption of approx. $3.0 billion in debt this results in an enterprise
value of $7.6 billion for the transaction.
American Water Works is the largest US water service company listed on the
New York Stock Exchange. The company operates in 23 states. In the last 12
months, American Water Works' 5,000 employees generated $1.4 billion in
sales and EBITDA amounting to $634 million. The transaction value is thus
11.9 times EBITDA, which is lower than the average multiple for comparable
US water transactions. In the second year of consolidation, the return on
capital employed will exceed the costs of capital. RWE's earnings per share
before goodwill amortization will rise as early as the first year.
Upon completion of the transaction, American Water Works will be combined with
the US operations of Thames Water, RWE's London-based international water
service business and will manage the joint operations in the North and
South America. American Water Works CEO, Jim Barr, will report directly to
Bill Alexander, CEO of Thames Water.
The transaction has been approved by the Supervisory Board of RWE AG and
the Board of American Water Works. In addition, shareholders representing
24% of Apollo shares are in support of the transaction. It is still subject
to approval from the majority of American Water Works' shareholders and
clearance from the antitrust authorities. The individual state regulatory
commissions are targeted for completion within 18 to 24 months.
Explanatory text
This transaction will enable RWE to further strengthen its worldwide water
business, the core division overseen by Thames Water. With the acquisition
of American Water Works, the number of customers served in 44 countries on
all six continents would rise from 43 million to approximately 56 million.
This includes the acquisitions of Citizens Water Resources and Azurix North
America initiated by American Water Works. American Water Works provides a
strong platform for the further development of RWE's water business in
North and South America. The acquisition of American Water Works makes RWE
and Thames Water the leaders in the US, the world's largest and fastest
growing water market.