UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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AMERICAN WATER WORKS COMPANY, INC.
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Item 1: Analyst conference call, Monday, Sep 17, 2001.
AMERICAN WATER WORKS
Moderator: Jim Harrison
September 17, 2001
2:00 p.m. EDT
Operator: Ladies and gentlemen, thank you for standing by. Welcome to
the American Water Works Company's Special Announcement
conference call. At this time, all participants are in a
listen-only mode. Later we will conduct a question and answer
session. At that time if you have a question, you will need
to press the one followed by the four on your telephone. As a
reminder, this conference is being recorded Monday, September
17, 2001. A Post View replay of this conference will be
available at 2:00 Mountain Time on today, September 17,
through 2:00 Mountain Time on September 25th.
To access the Post View replay, you will dial 800 633 8284,
and enter reservation number 19729996 followed by the "pound"
sign. I would now like to turn the conference over to Mr. Jim
Harrison, Vice President of Investor Relations. Please go
ahead.
Jim Harrison: Good afternoon everyone and welcome to our conference call to
discuss today's announcement of the execution of an agreement
for the purchase of all the common stock of American Water
Works by RWE AG. If anyone listening to this call did not
receive a copy of the press release, in addition there is a
copy at our website, but if you didn't receive a copy, you
can call Kim Oliver at 480 614 3002. We'd also like to remind
everyone that forward-looking statements made during this
call are based on current information and expectations and
are subject to risks and uncertainties that could cause
actual results to differ.
It is for that reason that we ask all participants and
listeners to refer to the disclosure statement located in the
lower portion of our press release that discusses some of the
factors that may influence future financial results. With
that, I'll turn the call over to Ellen Wolf, our Company's
Chief Financial Officer.
Ellen Wolf: Thank you Jim. I would first like to start this call, as we
have all of the meetings held through this Company over the
past week, with a moment of silence in recognition of the
lives that were lost and the impact on the families and
friends of those individuals throughout the United States.
[A moment of Respectful Silence is observed].
Thank you for joining the call and thank you for the moment
of silence. I do not have, for this call, a prepared script
or text. I want to go through a few basic facts and then I am
prepared to open up for any questions that you may have as
relating to the transaction and the issues that I can clarify
for you.
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As you know, announced this morning, American Water has
agreed to be purchased by RWE, for $46 per share. That amount
represents a premium of 36.5% to the last 30 trading days
prior to September 10th, 2001 and an approximately 30%
premium over--for our all-time closing price. What does that
translate into, how you often look at deals in our industry?
If you look at it in terms of a multiple of EBITDA, it is 12
times our EBITDA for the year ended 2000, and 11.7 for our
last 12 months. In terms of EBIT, again it is 16.4 times for
our year ended 2000 and 16.2 for the last 12 months. In terms
of a multiple of EPS, again it is 28 times for the year 2000
and about 28.4 times for our last 12 months. And finally, as
a multiple of book, it's approximately 2.7 times our book as
of the end of 6-30-'01. In all of these cases, we are at or
above the average for similar transactions in this industry.
Other items to note, of which I believe you would have a
concern as it relates to this transaction, we will continue
to pay our dividend out to our shareholders. In the
agreement, we will be increasing that dividend at what we
have in the past of about 4 cents per share. For those of you
who would like to see the document itself, it has been filed
today as part of our 8K filing with the SEC, and will be
available for your review.
In terms of regulatory approvals, we will be going to get
our, before the FTC, the Hart Scott Rodino filing will be
done. Then, in terms of the number of states requiring
regulatory review, we believe that at least half of the
states we are currently doing business in, will require that
review. However, since this is the first time we've ever done
this, we are reviewing all 22 states in which we are
regulated to determine the appropriate review required in
those states.
That is the basis and I would now like to open up the lines
for any questions that you have.
Operator: Ladies and gentlemen, we will now begin the question and
answer session. If you have a question, please press the one
followed by the four on your telephone. You will hear a
three-tone prompt acknowledging your request. If your
question has been answered and you wish to withdraw your
polling request, you may do so by pressing the one followed
by the three. If you are on a speakerphone, please pick up
your handset before entering your request. One moment,
please, for the first question.
Tom Hamlin, with First Union Securities, please go ahead.
Tom Hamlin: Good afternoon, Ellen.
E. Wolf: Good afternoon, Tom.
T. Hamlin: On regulatory approval and the structure of the transaction,
is the deal contingent on receiving all necessary state
regulatory approvals? And, which teams will be going for
those approvals? Will it be an American Water Works team? Or,
will it be an RWE team?
E. Wolf: We will work side by side with RWE in obtaining and actually
through Thames Water, and obtaining the required regulatory
reviews. We will both be in there together. That's because we
are both equally committed to the transaction. I'm sorry, I
forgot the first half, Tom.
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T. Hamlin: In terms of impediments to closing the deal, does it require
that you get all necessary--what is the regulatory clause, I
guess, in the deal?
E. Wolf: Again, you're welcome to look at the agreement. But it
requires approval in all of the material states that we do
business in. I think some of those states are fairly obvious,
Pennsylvania being one. Also, there's New Jersey, Illinois,
the list does go on for a little bit. Again, it's the
material states that make a difference to this transaction.
T. Hamlin: And is there a time limit?
E. Wolf: The agreement has two dates. One is an 18-month date.
However, if the only thing left open at that 18 months is
regulatory approval, the agreement automatically extends to
24 months. And then there is another, I believe, 60 days if
the only thing we're waiting for after the 24 months is the
final order. It is at the option for both of us to extend it
beyond that time, if we so choose.
T. Hamlin: OK, thank you.
Operator: Your next question comes from Debra Coy from Schwab Capital
Markets. Please go ahead.
DebraCoy: Thanks. Ellen, just to clarify that, is California a material
state?
E. Wolf: At this point, it depends on whether Citizens goes forward or
not. We're pushing to make sure Citizens does close, and at
this point we're researching as to whether or not we will
need regulatory approval in California.
D. Coy: OK. And, what sort of breakup restrictions or fees--in prior
merger agreement that you've had, there's been an out for
either party, in case of an adverse regulatory decision. Is
that the case here as well?
E. Wolf: There are a number of outs in the transaction. First and
foremost is an out for a superior offer. Attached to that,
however, is a 3% termination fee. So, if we should terminate
the deal for a superior offer, there is a 3% fee penalty.
D. Coy: OK.
E. Wolf: If we do not get material approval, then the deal itself
would terminate, yes.
D. Coy: But not for so-called adverse regulatory decisions, in other
words one that weren't an outright disapproval, but ones that
were onerous?
E. Wolf: Yeah. Debra, this will be a legal interpretation, which I
really would like to stay away from. There is a material
adverse effect clause, and that individual state's material,
if it is a significant decision, would have to be put in
context of all of the decisions we get from the states and
its impact on that material adverse clause.
D. Coy: OK. Material adverse in terms of the overall company,
I think I understand.
E. Wolf: It's not a state by state [unintelligible].
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D. Coy: I understand. And then, just to clarify a couple of things on
a go forward basis, you said that this, on an evaluation
basis, is above average for similar transactions? RWE said
this morning said that it was below average.
E. Wolf: Yeah. I saw that. We will gladly supply the numbers that
we've used, but they did use it on an EBITDA multiple. I have
the average for the industry at about equal to our last 12
months. So, I don't have it the same as they do.
D. Coy: Well, they obviously have different reasons for saying so.
E. Wolf: Yeah, obviously different goals. We're using the same basis
that we have always used in comparing these transactions.
They are somewhat new to the US industry, so they may be
using different ones.
D. Coy: OK, sure. And then also, in terms of understanding what the
company's strategy going forward is, I understand that Jim is
staying on to run the Americas for them. And they have spoken
about their support for the management team. Can you say at
this point, whether the AWK management team, in other words,
you know, you and the other managers are planning to stay on,
or have any sort of contracts?
E. Wolf: We are all, in our hearts, planning to stay on. There have
been no discussions with anyone, either from RWE or Thames,
about that. But it is our goal to continue to be committed to
this industry and the success of this company.
D. Coy: But there are no contracts?
E. Wolf: There are no contracts.
D. Coy: OK, and then just one other thing to clarify; they have
spoken of a 10% EBITDA growth target. That is certainly above
your historic average. And in fact, most of your EBITDA, not
most of, but the reason your EBITDA growth has been as high
as it has been is more because of D&A growth, rather than
EBIT growth, at least towards the 10% level. And what I'm
trying to understand, I guess, is how you feel that this
combination changes the strategy or the prospects of the
company going forward?
E. Wolf: Debra, first off, the 10% is their number and I'm not privy
at this time as to how they derived that 10%. We can give you
a contact eventually, at the company if you would like, at
their company, to discuss it. Our strategy will not change,
going forward. If anything, we believe it will become more
aggressive and will make us a stronger player in the market.
But, we will continue to do our acquisition and our
acquisition strategy.
We will continue to put emphasis on the O&M business and the
unregulated. And, with this Thames does bring three product
companies here in the US, which will also be added to our
suite of services to be provided as a full-water resource
manager.
D. Coy: OK, so the Thames North America will be merged within AWK?
E. Wolf: That's correct.
D. Coy: OK. All right, thank you.
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Operator: Tim Winter, from AG Edwards, please go ahead.
Tim Winter: Good afternoon Ellen and Jim. Could you talk a little bit
about the process that went through here? Did you talk to
other potential bidders? Was this an auction? Did you contact
them? Or did they contact you?
E. Wolf: This was not an auction, and this was an unsolicited offer,
which we received. I guess the first contact was probably
last May. There have been discussions on and off throughout,
but no, this was not an auction. As I said, this was an offer
that came in, that was evaluated extremely carefully by our
board, from several angles. And they felt comfortable that
this was a very good offer for our shareholders.
T. Winter: OK. So, did you talk to any other potential bidders?
E. Wolf: No, Tim. We did not.
T. Winter: OK, thank you.
Operator: Stefan Mykytiuk, with Barron Capital, please go ahead.
Stefan Mykytiuk: Yeah, good afternoon. Congratulations. I have just a quick
question; I missed the first couple of minutes. But, what's
the status of the California Commission, with respect to the
Citizens deal?
E. Wolf: The commission had originally scheduled to hear the Citizens
transaction--well, let me do two things. First, I don't know
if you're aware that the ALJ has recommended to the
commission approval of our transaction, in form and substance
as we submitted it. That was on the agenda for the 6th of
September. It was bumped to their next meeting, which is now
September 20th, and it will be on that agenda. I cannot tell
you whether or not it will be bumped to the next meeting.
We'll just have to wait and see. We won't know that until the
20th.
S. Mykytiuk: OK, but you'll continue. As you said, you're continuing to
push, to try to get this done?
E. Wolf: That is correct.
S. Mykytiuk: OK, and this RWE buying--agreeing doesn't throw any wrench in
that plan?
E. Wolf: We do not think it should throw any wrench. The benefits to
the ratepayer, the customer, are still exactly the same.
S. Mykytiuk: OK, terrific. Thank you.
Operator: Bill Hizar, from Edward Jones, please go ahead.
Jim Krekler: Good afternoon. Actually, it's Jim Krekler with Bill in St.
Louis. Jim and Ellen, congratulations. It's a great deal for
shareholders. Particularly, we want to commend you on being
able to announce it today. I'm sure you went through a lot of
concern about how and when to announce it. We think this
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shows a lot of confidence in the industry and confidence in
the capital markets, certainly on a day like today. So,
congratulations on that as well.
I guess our question is this. I know we have a lot of
individual investors that are interested in purchasing RWE,
potentially, in the future. Is there any consideration on the
part of that company to potentially list their shares on the
New York Stock Exchange in the future?
E. Wolf: I would have to refer you to them for an answer to that
question. I don't know, and that's really up to them to
answer. I do want to go back to your statement at the
beginning, to tell you it was a very difficult decision to
make the announcement today. There was a lot of
soul-searching and thought that went into it. But we also
thought that it was a good time to tell the world that there
is still belief in this US market.
I'm sorry. Did you have another question?
J. Krekler: No. Thanks, Ellen.
Operator: Ladies and gentlemen, if there are any additional questions,
please press the one followed by the four at this time.
Once again, if there are any additional questions, please
press the one followed by the four.
Once again, if you do have any questions, please press the
one followed by the four.
Joe Coyle, from Edward Jones, please go ahead.
Joe Coyle: Yeah, hi guys. I'm glad to hear the announcement. One
question is, and I don't think we covered it, what kind of a
timeline are we looking at getting this done? I know you
mentioned 18 months. Is that kind of where you estimate how
long this will take?
E. Wolf: We would like to think we could do it within a year, but we
have given ourselves the 18 to 24 months, which is in the
agreement. As I said, many of the states we're looking at,
really for the first time, in terms of this type of
acquisition. We've got a team that we'll have in place
shortly, ready to go full force at getting approvals.
J. Coyle: OK. Thanks.
Operator: Your next question comes from Ira Gorsky, from CIBC World
Markets. Please go ahead.
Ira Gorsky: Hi. Do you expect any Canadian approvals required?
E. Wolf: No, we do not.
I. Gorsky: OK, thank you.
Operator: Linda Dewine, from Fitch Incorporated, please go ahead.
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Linda Dewine: Hello. I have a quick question today. What I want to find
out, beyond the financial market exchange that will occur
here, what's the operational benefit for the American Water
Companies?
E. Wolf: Operationally, what we will have as well now is expertise.
It is access to expertise and a different way of doing
things, different processes. We'll be able to compare best
practices, back and forth, to see what is better for our
customer, our ratepayer. And also, like us, they have labs
and knowledge and knowledge, expertise along those lines as
well.
L. Dewine: Thank you.
Operator: Once again ladies and gentlemen, if you do have any
questions, please press the one followed by the four.
At this time, I'm showing no additional questions. Please
continue with your presentation or any closing remarks that
you may have.
E. Wolf: OK. Once again, I would thank you all for joining us. If you
have any additional questions, feel free to call, and get in
contact with Jim Harrison, who will gladly answer them, or
myself. Thank you.
Operator: A Post View replay of this conference will be available at
2:00 Mountain Time today, September 17th, through 2:00
Mountain Time on September 25th. To access the Post View
replay, you will dial 800 633 8284, and enter reservation
number 19729996, followed by the "pound" sign.
Ladies and gentlemen, that does conclude your conference for
today. You may all disconnect, and thank you for
participating.
* * *
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
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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.
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