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): July 31, 2003
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. Acquisition or Disposition of Assets.
On July 31, 2003, Philadelphia Suburban Corporation ("Registrant")
completed its acquisition of all of the outstanding common stock of
four operating water and wastewater subsidiaries of AquaSource, Inc. (a
subsidiary of DQE, Inc.), including selected, integrated operating and
maintenance contracts and related assets for $195 million in cash.
Pursuant to the purchase agreement, the amount paid at closing is
subject to adjustment upon completion of a closing balance sheet and
finalization of other adjustments that may occur over approximately a
six month period. The acquisition was completed pursuant to a Purchase
Agreement dated July 29, 2002 by and among Registrant, its subsidiary
Aqua Acquisition Corporation, AquaSource, Inc. and DQE, Inc. The amount
of consideration was determined through negotiations between the
parties. The four companies acquired, AquaSource Utility, Inc.,
AquaSource Development Company, The Reynolds Group, Inc. and AquaSource
Operations, Inc. will be subsidiaries of Registrant. The acquired
operations serve over 130,000 water and wastewater customer accounts in
eleven states. In May, 2003 Registrant announced a sale agreement for
the sale of the acquired operations in New York and Connecticut to a
New England based water utility company for an aggregate purchase price
of $5 million and the assumption of approximately $800,000 in debt.
Registrant financed the acquisition with a portion of the proceeds from
the issuance of $135 million of unsecured notes due 2023 bearing
interest at 4.87% per annum and a $90 million unsecured note issued to
PNC Bank, National Association, due July 30, 2004.
Item 7. Financial Statements, Pro Formal Financial Information and Exhibits.
(c) Exhibits.
Exhibit Number Description of Document
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2.1 Purchase Agreement, dated as of July 29,
2002, by and among AquaSource, Inc., DQE,
Inc., Philadelphia Suburban Corporation and
Aqua Acquisition Corporation (incorporated
by reference to the Form 8-K filed by
Registrant with the SEC on August 5, 2002.
2.2 Amendment No. 1 dated as of March 4, 2003 to
the Purchase Agreement dated as of July 29,
2002, by and among AquaSource, Inc., DQE,
Inc., Philadelphia Suburban Corporation and
Aqua Acquisition Corporation.
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: August 14, 2003 ROY H. STAHL
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Name: Roy H. Stahl
Title: Executive Vice President and
General Counsel
EXHIBIT INDEX
Exhibit Number Description of Document
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2.1 Purchase Agreement, dated as of July 29, 2002, by and
among AquaSource, Inc., DQE, Inc., Philadelphia
Suburban Corporation and Aqua Acquisition Corporation
(incorporated by reference to the Form 8-K filed by
Registrant with the SEC on August 5, 2002.
2.2 Amendment No. 1 dated as of March 4, 2003 to the
Purchase Agreement dated as of July 29, 2002, by and
among AquaSource, Inc., DQE, Inc., Philadelphia
Suburban Corporation and Aqua Acquisition
Corporation.