UNITED STATES
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): September 30, 2002
AMERICAN WATER WORKS COMPANY, INC.
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(Exact name of registrant specified in its charter)
Delaware 0001-03437 51-0063696
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(State or other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1025 Laurel Oak Road, P.O. Box 1770 Voorhees, NJ 08043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (856) 346-8200
ITEM 9. REGULATION FD DISCLOSURE.
American Water Works Company, Inc. is furnishing herewith a copy of an
employee communication relating to its proposed merger with a subsidiary of
RWE. This information is attached to this Form 8-K as Exhibit 99.1.
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 30, 2002
EXHIBIT INDEX
Exhibit No. Description
99.1 RWE Acquisition Update #28 dated September 30, 2002.
[LOGO]
RW Acquisition
Update #28
September 30, 2002
This is an update on the RWE/Thames transaction for American Water Associates.
Future updates will be distributed in the coming weeks via email. They are
then archived, along with other important materials, in the "RWE Acquisition
Update" database on Lotus Notes. The information in this "Update" will also be
filed with the US Securities and Exchange Commission and can be viewed on the
commission's EDGAR database at www.sec.gov/edgar.shtml.
Responses to Recently Asked Questions
The following are responses to questions that have been received about the
transaction. A portion of these questions request clarification of responses
provided in previous updates and demonstrate associate interest in learning
about the future direction of this company.
We continue to receive numerous questions about compensation and benefits and
these fill the majority of this update. Questions that address similar issues
have been combined wherever possible.
Future updates will continue to address these types of issues as more
information becomes available. If you have questions or concerns that apply to
your specific circumstances, please contact your HR representative.
1. Has RWE had any problems regarding business fraud/corruption that has
surfaced in corporate America?
No. RWE operates with openness and the highest integrity in its relationships
with employees, customers, regulators, vendors and shareholders. There is also
a significant amount of regulatory oversight for the vast majority of RWE's
businesses. A broad mixture of external and internal bodies provides the
independent review of RWE's operation that is so vital to assuring its
continued success under the highest ethical standards.
Continued . . .
2. Will our management team stay in place after the RWE acquisition is
completed?
As RWE has previously stated, it considers the high caliber of management and
associates of American Water Works one of the key aspects of its acquisition.
Other than associate turnover that occurs naturally such as retirements or the
continuation of American Water Works transition to shared services, it is not
envisioned that there will be any significant workforce changes upon
completion of the acquisition.
3. Previous updates have indicated that no "early retirement" program will be
offered by RWE. Wouldn't such a program reduce on-going operating expenses?
As addressed in prior communications, RWE intends to grow this business and
wants to make the existing workforce part of that growth. Therefore, the
company has no plans to reduce the workforce or to offer special incentives to
encourage early retirement.
4. What is RWE and Thames Water's current philosophy on benefits?
RWE and Thames Water's philosophy when designing compensation and benefit
packages is very similar to the American Water Works philosophy. Reviews and
studies are conducted regarding compensation and benefit packages within the
market where they will be competing for talent. Based upon those studies,
compensation packages are designed to pay market rates and provide
market-related benefits. They believe it is important that compensation
packages enable it to attract, appropriately reward and retain the caliber of
people needed in the business to provide a high level of service to its
customers.
5. What is the timeframe for developing and informing associates about the
replacement of 401(k), ESOP matching and other benefit changes?
401(k) and ESOP
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The ESOP and 401(k) plan changes are currently under review. The planned
review will be completed in sufficient time prior to the financial close in
order that new plans can become effective immediately after the transaction is
closed. There will be detailed communication to associates describing the new
arrangements and the choices individuals can make. The administration process
will be in place to ensure an effective transition from current to new plans.
Healthcare, Pensions and Life Insurance
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RWE and Thames Water have guaranteed continuation of these benefits for an
18-month period from financial close. Healthcare, pensions and life insurance
plans will be reviewed and new plans developed when appropriate, during this
18-month period after financial close. Should any changes be planned
thereafter these will be communicated in full.
Continued . . .
Other Benefits
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All other associate benefits will be reviewed during the 18-month period after
financial close. Once again, RWE and Thames Water are committed to providing
competitive benefits and open communications.
6. Will associates that meet the "70 Rule" at the close of the RWE acquisition
get the same postretirement benefits currently offered by the American Water
Works retirement plan?
Yes. If you are at least 55 years of age and have 15 or more years of service
prior to the financial close of the transaction, you will meet the "rule of
70" under the American Water Works Pension Plan. Provided you are covered by
that plan, you will be eligible for the same post retirement health care and
life insurance benefits defined in that plan when you retire.
7. Will associates that meet the "70 Rule" within the 12 months following the
close of the RWE acquisition get the same postretirement benefits currently
offered by the American Water Works retirement plan?
Yes. Thames Water has committed to maintain the benefits of American Water
Works that exist on the closing date for a period of 12 months following that
date. The commitment to "leave existing benefits unchanged" for 12 months is
an additional promise that RWE and Thames Water willingly made to demonstrate
their desire to retain associates and grow the business. Therefore, associates
covered by the American Water Works Pension Plan who retire within the 12
months following the financial close will also be eligible for the post
retirement health care and life insurance benefits defined in that plan.
8. Will the Retirement Committee consider including a Money Market Fund as
part of 401(k) investments for those who wish to periodically get in and out
of the stock market?
Similar options are currently available under the 401(k) Savings Plan. Please
contact your Human Resource representative or Merrill Lynch for details.
9. During the Merrill Lynch seminars we were advised that the sale of American
Water Works stock held in an ESOP account and the eventual discontinuance of
the ESOP program would result in proceeds that could be "rolled over" into
another qualified retirement plan. Can all ESOP "proceeds" be "rolled over",
or simply the portion not funded by employee contributions?
All proceeds realized from the ESOP can be "rolled over" into an Individual
Retirement Account (IRA). Since this decision must be made by each associate,
investment and tax counseling is encouraged
Continued . . .
10. Since it may take several weeks for a "roll-over" transaction to close,
will ESOP accounts be held open for some period of time to allow for those
transactions to be completed?
It is anticipated that ESOP accounts will be closed within a few days of
completing the merger agreement. Since IRA's can be set up now to prepare for
the ESOP "roll-over", associates are encouraged to take steps to prepare for
the closing. Associates will be notified as early as possible to enable this
transition to occur smoothly.
11. When the RWE acquisition is completed, will associates simply receive a
check for the after-tax portion of contributions made to the ESOP plan?
Associates will only receive a check if a cash distribution is requested.
12. Is RWE offering stock to be bought by employees?
No. RWE does not at present offer an employee stock ownership plan (ESOP) to
employees in its US subsidiaries.
13. My 401(k) plan is currently in the "Aggressive" category of the Goal
Manager guidelines and I would like to put a portion of my 401(k) growth into
less aggressive investments after the RWE acquisition is completed. Do I have
to wait until the transaction is completed to make that switch?
No. Changes can be made to 401(k) plans at any time. Associates need to
examine their investment strategies since circumstances can change and dictate
adjusting investment mixes. Merrill Lynch may be contacted to make the change.
14. If a collective bargaining agreement expires during the 18-month period
after the RWE acquisition is completed, will the company continue to match
401(k) contributions in accordance with the current agreement, or withhold
matching funds until a new collective bargaining agreement is reached?
Associates represented by bargaining units that participate in the current
contract provisions under the National Benefit Negotiations will continue to
have the same 401(k) benefits delivered to them until July 31, 2005. Other
collective bargaining agreements will stay in place until their expiration.
15. Will future benefit plans consolidate benefit plans for employees that
have been added to the American Water Works team in recent years so that all
associates have the same early retirement options, etc?
All benefit plans will be reviewed as part of the integration process. Some
benefit plans are included in collective agreements and any changes would be
subject to negotiation. RWE and Thames Water are committed to providing
competitive benefits.
Continued . . .
16. Are all associates part of the employee retention bonus program described
in the Proxy?
No. The Proxy identifies certain individuals included in the program and the
obligations required to qualify for those retention bonuses. The proxy also
states that only certain "other key employees" will be eligible to receive
retention bonuses. The selection of those individuals was determined by the
compensation committee of the company's Board of Directors, based on the
recommendation of the Chief Executive Officer.
17. Other than a review of benefits such as the ESOP and 401(k) plans what
other transition work is being completed by the Human Resource function?
American Water Works and Thames Water human resource professionals are jointly
working on a number of issues. Currently, they are reviewing the design and
structure of our current and new organization, Thames Water's existing
operations in North and South America, associate and labor relation issues and
cultural integration. They are also developing an understanding of the needs
of the new organization and developing ways to evaluate the skills,
competencies and capabilities of the current organization to meet those needs.
RWE and Thames Water are committed to a timely and full communication of the
outcomes of these joint programs.
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