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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999 Commission File number 1-6659
PHILADELPHIA SUBURBAN CORPORATION
------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1702594
---------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
762 W. Lancaster Avenue, Bryn Mawr, Pennsylvania 19010-3489
- ------------------------------------------------ -----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (610)-527-8000
-----------------------
Securities registered pursuant to Section
12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common stock, par value $.50 per share New York Stock Exchange, Inc.
Philadelphia Stock Exchange Inc.
Securities registered pursuant to Section
12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
Yes x No
----- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 1, 2000.
$612,903,346
For purposes of determining this amount only, registrant has defined
affiliates as including (a) the executive officers named in Part I of
this 10-K report, (b) all directors of registrant, and (c) each
shareholder that has informed registrant by March 1, 2000, that it has
sole or shared voting power of 5% or more of the outstanding common
stock of registrant.
The number of shares outstanding of each of the registrant's classes of common
stock as of March 1, 2000.
40,997,701
Documents incorporated by reference
(1) Portions of registrant's 1999 Annual Report to Shareholders have
been incorporated by reference into Parts I and II of this Form 10-K
Report.
(2) Portions of the Proxy Statement, relative to the May 15, 2000
annual meeting of shareholders of registrant, to be filed within 120
days after the end of the fiscal year covered by this Form 10-K Report,
have been incorporated by reference into Part III of this Form 10-K
Report.
PART I
Item 1. Business
The Company
Philadelphia Suburban Corporation (referred to as "we" or "us") is the
holding company for regulated utilities providing water or wastewater services
to approximately 1.8 million people in Pennsylvania, Ohio, Illinois, New Jersey
and Maine. Our two primary subsidiaries are Philadelphia Suburban Water Company,
a regulated public utility that provides water or wastewater services to about 1
million residents in the suburban areas north and west of the City of
Philadelphia, and Consumers Water Company, a holding company for several
regulated public utility companies that provide water or wastewater service to
about 800,000 residents in various communities in Pennsylvania, Ohio, Illinois,
New Jersey and Maine. We are among the largest investor-owned water utilities in
the United States based on the number of customers. In addition, we provide
water service to approximately 25,000 people through operating and maintenance
contracts with municipal authorities and other parties in proximity to the
operating company's service territories.
Consumers Water Company owns 100% of the voting stock of four water
companies, and at least 96% of the voting stock of three water companies,
operating in Pennsylvania, Ohio, Illinois, New Jersey and Maine. Consumers Water
Company's subsidiaries operate 27 divisions in these five states, providing
water service to approximately 800,000 people. The following table indicates by
subsidiary the number of metered water customers and water revenues for the year
ended December 31, 1999:
Water Number
Revenues of Water
Subsidiary (000's) Customers
---------- --------------------------------
Philadelphia Suburban Water Company $150,659 317,843
Consumers Ohio water Company 33,061 78,306
Consumers Illinois Water Company 19,487 51,472
Consumers Pennsylvania Water Company* 20,587 40,951
Consumers New Jersey Water Company 13,790 33,400
Consumers Maine Water Company 8,432 15,703
----------------------------
$246,016 537,675
============================
* Includes Susquehanna, Roaring Creek and Shenango Valley Divisions.
Subsidiaries of Philadelphia Suburban Water Company and Consumers Water
Company provide wastewater collection, treatment and disposal services
(primarily residential) to approximately 30,000 people in Pennsylvania, Illinois
and New Jersey.
2
Item 1, Continued
The following table indicates by customer class the number of metered
water customers and water revenues for the year ended December 31, 1999:
Water Number
Revenues of Water
Customer class (000's) Customers
-------------- --------------------------------
Residential $154,881 497,937
Commercial 45,192 29,241
Industrial 13,944 1,430
Other 31,999 9,067
-----------------------------
$246,016 537,675
=============================
Our customer base is primarily residential, representing approximately 93% of
our total water sales. Substantially all of our customers are metered, which
allows us to measure our customers' water consumption. Water consumption per
customer is affected by local weather conditions during the year, especially
during the late spring and early summer. In general, during these seasons, an
extended period of dry weather increases consumption, while above average
rainfall decreases water consumption. Also, an increase in the average
temperature generally causes an increase in water consumption.
Excluding customers added through the acquisitions of several small
water systems, during the three-year period of 1997 through 1999, Philadelphia
Suburban Water Company's customer base grew at an annual compound rate of 1.0%.
Including acquisitions, Philadelphia Suburban Water Company's customer base
increased at an annual compound rate of 3.9% during this period. Consumers Water
Company's customer growth rate during this period was 1.5%. Our business
combination with Consumers Water Company on March 10, 1999 will enable us to
grow through acquisitions in the areas where Consumers operates.
Acquisitions and Water Sale Agreements
We believe that there are many potential water system acquisition
candidates throughout the United States because of the fragmented nature of the
water utility industry. We believe the factors driving consolidation of these
water systems are:
o the benefits of economies of scale, including the development of
technological expertise that would not be feasible in a smaller organization;
o increasingly stringent environmental regulations; and
o the need for investment.
We believe that acquisitions will continue to be an important source of
growth for us. We intend to continue to pursue acquisitions of municipally-owned
and investor-owned water systems of all sizes that provide services in areas
adjacent to our existing service territories or in new service areas. We engage
in continuing activities with respect to potential acquisitions, including
performing analyses and investigations of acquisition candidates, making
preliminary acquisition proposals and negotiating the terms of potential
acquisitions.
3
Item 1, Continued
During the past five years, we have completed 54 acquisitions or other
growth ventures adding approximately 60,000 customers to our customer base. The
largest of these transactions was the acquisition of the water utility assets of
Bensalem Township in December 1999, which has added 14,945 customers. We are
actively exploring other opportunities to expand our utility operations through
acquisitions or otherwise.
Water Supplies and Water Facilities
Our water utility operations obtain their water supplies from surface
water sources such as reservoirs, lakes, ponds, rivers and streams, in addition
to obtaining water from wells and purchasing water from other water suppliers.
Less than 5% of our water sales are purchased from other suppliers. We believe
that we have all of the necessary permits to obtain the water we distribute. Our
supplies are sufficient for anticipated daily demand and normal peak demand
under normal weather conditions. Our supplies by operating subsidiary are as
follows:
o Philadelphia Suburban Water Company - The principal supply of water is
surface water from the Schuylkill River, Delaware River, eight rural streams
which are tributaries of the Schuylkill and Delaware Rivers, and the Upper
Merion Reservoir, a former quarry now impounding groundwater. Wells and
interconnections with adjacent municipal authorities supplement these surface
supplies.
o Consumers Ohio Water Company - Water supply is obtained for customers in Lake
County from Lake Erie. Customers in Mahoning County obtain their water from
man-made lakes and purchased water supplies the Ashtabula division. Water
supply is obtained for customers in Stark and Summit Counties from wells.
o Consumers Illinois Water Company - Water supply is obtained for customers in
Kankakee County from the Kankakee River and satellite wells, while customers
in Vermilion County are supplied from Lake Vermilion. In Will, Lee, Boone and
Knox counties, our customers are served from deep well systems.
o Consumers New Jersey Water Company - Water supply in our three non-contiguous
divisions is obtained from wells.
o Consumers Pennsylvania Water Companies - The Roaring Creek Division draws its
water from a man-made lake within a 12,000 acre watershed and two wells also
located in the watershed. The Susquehanna Division obtains its water supply
from wells. The Shenango Division draws its water from the Shenango River.
o Consumers Maine Water Company - Eleven non-contiguous water systems obtain
their water supply as follows: five systems use groundwater, five systems use
surface water and one system purchases water from a neighboring municipal
district.
We believe that the capacities of our sources of supply, and our water
treatment, pumping and distribution facilities are generally sufficient to meet
the present requirements of our customers. On a continuing basis, we make system
improvements and additions to capacity in response to changing regulatory
standards, changing patterns of consumption and increases in the number of
customers. The various state public utility commissions have generally
recognized the operating and capital costs associated with these improvements in
setting water rates.
4
Item 1, Continued
In June 1999, the Pennsylvania Department of Environmental Protection declared a
drought warning for most of the counties in Pennsylvania, including the counties
served by Philadelphia Suburban Water Company and Consumers Water Company's
Pennsylvania subsidiaries. A drought warning calls for voluntary restrictions on
water use, particularly nonessential uses of water. In July 1999, the Governor
of Pennsylvania issued a drought emergency order for the counties that were
previously under the drought warning. The drought emergency imposed a mandatory
ban on all nonessential water usage. On September 30, 1999, the drought
emergency order was lifted for nearly all Pennsylvania counties, including those
served by our water companies. While portions of Pennsylvania, particularly
those dependent on ground water, experienced water shortages during this
drought, our water supplies remained adequate. As a result of these actions,
water consumption and water revenues in these areas declined to levels below
those experienced in 1998. As a result of the drought emergency order being
lifted, water revenues have begun to return to normal levels during the fourth
quarter of 1999. In addition, Consumers Water Company's New Jersey subsidiary
experienced a similar drought emergency during most of the third quarter of
1999.
On occasion, there have been other water use restrictions during the
past three years, however, because these warnings were issued at times other
than the summer months, when nonessential and recreational use of water has
traditionally declined, the restrictions did not have a significant impact on
operating revenues and we had sufficient quantities of raw water and maintained
adequate storage levels of treated water.
Economic Regulation
Our water and wastewater utility operations are subject to regulation
by their respective state regulatory commissions, which have broad
administrative power and authority to regulate rates and charges, determine
franchise areas and conditions of service and authorize the issuance of
securities. The regulatory commissions also establish uniform systems of
accounts and approve the terms of contracts with affiliates and customers,
acquisitions of other utility systems, loans and the purchases or sales of
property. The profitability of our utility operations is influenced to a great
extent by the timeliness and adequacy of rate allowances in the various states
in which we operate. Accordingly, we maintain a rate case management capability
to provide that the tariffs of our utility operations reflect, to the extent
practicable, current costs of operations, capital, taxes, energy, materials and
compliance with environmental regulations. Rates for some divisions of our Ohio
water utility can be fixed by negotiated agreements with the municipalities that
are served by those divisions in lieu of regulatory approval from the Public
Utility Commission of Ohio. Currently, two of the four regulated divisions in
Ohio are operating under such rate ordinances.
In 1996, the Pennsylvania Public Utility Commission ("PAPUC") approved
the Distribution System Improvement Charge ("DSIC"). The DSIC is a mechanism
that allows Pennsylvania water utilities to add a surcharge to their water
bills. This surcharge offsets the additional depreciation and capital costs
associated with certain non-revenue producing, non-expense reducing capital
expenditures related to replacing and rehabilitating distribution systems. Prior
to the DSIC, water utilities absorbed all of the depreciation and capital costs
of these projects between base rate increases without the benefit of additional
revenues. The gap between the time that a capital project is completed and the
recovery of its costs in base rates is known as regulatory lag. The DSIC is
intended to eliminate or reduce regulatory lag that often acted as a
disincentive to water utilities in rehabilitating their distribution systems.
The DSIC is adjusted quarterly based on additional qualified capital
expenditures made in the previous quarter. The DSIC may never exceed 5% of the
base rates in effect. The DSIC is reset to zero when new base rates that reflect
the costs of those additions become effective. The PAPUC also limits use of the
DSIC to periods when a company's return on equity is less than a benchmark it
establishes each quarter. We are currently working to establish DSIC mechanisms
in the other states in which we operate.
5
Item 1, Continued
In May 1999, the Illinois legislature passed a bill to establish a DSIC
mechanism in Illinois. The Illinois Commerce Commission is analyzing the
mechanism currently and considering approval of the DSIC for use by Illinois
water utilities beginning in 2001.
In general, we believe that Philadelphia Suburban Corporation,
Philadelphia Suburban Water Company and Consumers Water Company's subsidiaries
have valid rights, free from unduly burdensome restrictions, to enable us to
carry on our business as presently conducted in the territories we now serve.
The rights to provide water or wastewater service to a particular franchised
service territory are generally non-exclusive, although the applicable
regulatory commissions usually allow only one utility to provide service to a
given area. In some instances, another water utility provides service to a
separate area within the same political subdivision served by one of our
subsidiaries. In the states where our subsidiaries operate, it is possible that
portions of our subsidiaries' operations could be acquired by municipal
governments by one or more of the following methods:
o eminent domain;
o the right of purchase given or reserved by a municipality or political
subdivision when the original franchise was granted; and
o the right of purchase given or reserved under the law of the state in which
the subsidiary was incorporated or from which it received its permit.
The price to be paid upon such an acquisition by the municipal
government is usually determined in accordance with applicable law governing the
taking of lands and other property under eminent domain. In other instances, the
price may be negotiated, fixed by appraisers selected by the parties or computed
in accordance with a formula prescribed in the law of the state or in the
particular franchise or charter. Generally, our strategy is to acquire
additional water and wastewater systems, maintain our existing systems, and
actively oppose efforts by municipal governments to acquire any of our
operations, particularly for less than the fair market value of our operations
or where the municipal government seeks to acquire more than it is entitled to
under the applicable law or agreement.
Environmental Regulation
The primary federal and state laws affecting the provision of water and
wastewater services are the Safe Drinking Water Act, the Clean Water Act, the
Resource Conservation and Recovery Act and the regulations issued under these
laws by the Environmental Protection Agency and state environmental regulatory
agencies. In addition, we are subject to the federal and state laws affecting
dam safety. These laws and regulations establish criteria and standards for
drinking water and for discharges into the waters of the United States. The
states have the right to establish criteria and standards that are stricter than
those established by the Environmental Protection Agency. Some of the states
where our subsidiaries operate have done so. Other federal and state
environmental laws and regulations in addition to the Clean Water Act, the Safe
Drinking Water Act and the dam safety regulations affect the operations of our
subsidiaries.
In addition to the capital expenditures and costs currently
anticipated, changes in environmental regulations, enforcement policies and
practices or related matters may result in additional capital expenditures and
costs. Capital expenditures and costs required as a result of water quality
standards and environmental requirements generally have been recognized by state
public utility commissions as appropriate for inclusion in establishing rates.
6
Item 1, Continued
Safe Drinking Water Act - The Safe Drinking Water Act establishes criteria and
procedures for the Environmental Protection Agency to develop national quality
standards for drinking water. Regulations issued pursuant to the Safe Drinking
Water Act set standards on the amount of certain inorganic and organic chemical
contaminants, microorganisms and radionuclides allowable in drinking water. The
1996 Amendments to the Safe Drinking Water Act require the Environmental
Protection Agency to analyze both the benefits and the costs of compliance when
considering new or stricter water quality criteria and standards. Current
requirements under the Safe Drinking Water Act are not expected to have a
material impact on our operations or financial condition. We may, in the future,
be required to change our method of treating drinking water at certain sources
of supply if additional regulations become effective. The amended Safe Drinking
Water Act also specifies that the Environmental Protection Agency shall study
certain additional substances and propose rules that may change the standards by
which treatment is required. A proposed rule was issued in 1999 and additional
rulemakings will be proposed in 2000 and 2001. The cost of maintaining
compliance with the new rulemakings is expected to be fully recoverable in water
rates and is not expected to have a material impact on our results from
operations or financial condition.
The Safe Water Drinking Act of 1974 also addressed standards for
nitrate, a regulated inorganic chemical used extensively in crop fertilization.
In 1999, elevated levels of nitrate were observed in the Vermillion River, a
water supply source for Consumers Illinois Water Company. Construction of a
nitrate-removal facility began in 1999 and is expected to be completed by the
end of 2000. The facility is estimated to cost approximately $6.3 million, which
includes past costs associated with the study of the problem. We expect that
these capital expenditures will be fully recoverable in water rates.
The Safe Drinking Water Act provides for the regulation of
radionuclides other than radon, such as radium. The EPA is developing a final
radionuclide rule, including a standard for uranium. No significant impact on
our operations or financial condition is anticipated from the new rulemaking.
However, as a result of revised testing procedures under the current regulation,
additional treatment may be required to remove radium or to find alternate
sources of water supply for a groundwater system in one of the divisions of
Consumers New Jersey Water Company. The cost of the additional treatment
processes and the cost of securing alternate sources of water supply will be
fully recoverable in water rates.
In order to eliminate or inactivate microbial organisms, the Surface
Water Treatment Rule and the Interim Enhanced Surface Water Treatment Rule were
issued by the EPA to improve disinfection or filtration. The EPA developed the
Disinfectants-Disinfection By-products Rule to reduce consumers' exposure to
disinfectants and by-products of the disinfection process. In December 1998,
Stage 1 of these rules were issued by the EPA. Our large surface water systems
are in compliance with these rulemakings as required by December 2001.
Groundwater and smaller surface water systems have until December 2003 to comply
with these rules. In December 1997, construction commenced on a $35 million
water treatment plant at one of Consumer's Pennsylvania operating companies in
order to maintain compliance with the Surface Water Treatment Rule. The plant
will replace an aged, lower-capacity facility and is expected to be completed in
the second quarter of 2000. We may be required in the future to install
filtration or treat groundwater at certain locations that could be reclassified
as being influenced by surface water. These locations include certain small
systems in Maine, New Jersey and Pennsylvania. If such requirements are
implemented, the additional treatment processes would be required over a four
year period and would cost approximately $5 million. It is expected that these
capital expenditures will be fully recoverable in water rates.
Additional rules dealing with water treatment and disinfection are
anticipated during 2000, and are not expected to have a material impact on our
results of operations or financial condition.
7
Item 1, Continued
Clean Water Act - The Clean Water Act regulates discharges from drinking water
and wastewater treatment facilities into lakes, rivers, streams, and
groundwater. We currently maintain all required permits and approvals for the
disposal of water and wastewater. Wastewater residuals and solids are disposed
of in approved landfills, transferred to larger wastewater treatment facilities
or applied to farmland. Additional capital expenditures and operating costs in
connection with the management and disposal of discharges from our water and
wastewater facilities may be required in the future, particularly if changes are
made in the requirements of the applicable Federal or state laws. We believe
that these capital expenditures would be fully recoverable in our rates.
The Resource Conservation and Recovery Act - The Resource Conservation and
Recovery Act regulates the handling and disposal of residuals and solids from
drinking water facilities. Water treatment residuals and solids are a
combination of the chemicals used in the treatment process and the silt and
other materials removed from the raw water. Water treatment residuals and solids
are either disposed of in a storage facility, such as a lagoon or landfill,
owned by a subsidiary, an off-site facility not owned by a subsidiary, or a
state-approved landfill or municipal sewer system. We currently maintain all
required permits for our water treatment facilities. Additional capital
expenditures and operating costs in connection with the management and disposal
of residuals and solids from our water facilities may be required in the future,
particularly if changes are made in the requirements of the applicable Federal
or state laws. We believe that these capital expenditures would be fully
recoverable in our rates.
Dam Safety - Our subsidiaries own sixteen major dams that are subject to the
requirements of the Federal and state regulations related to dam safety. All
major dams undergo an annual engineering inspection. We believe that all sixteen
dams are structurally sound and well-maintained.
Risk Management Plans (RMP's) - On June 20, 1996 the EPA promulgated Risk
Management Program (RMP) regulations. This rulemaking requires facilities that
use a regulated substance above a specified quantity to develop a formal RMP and
to register and submit the plan to EPA. We have 15 RMP sites and all are in
compliance with the above regulations. The cost to comply with these Rulemakings
was $8,000 to $10,000 per facility.
Year 2000
We actively pursued a Year 2000 Program (the "Program"). The objective
of the program was to provide reasonable assurance that our critical systems and
processes that impact our ability to deliver water to our customers would not
experience significant interruptions that would interfere with such water
service or result in a material business impairment that would have an adverse
impact on our operations, liquidity or financial condition as a result of the
Year 2000 issue. For purposes of the Program, the Year 2000 issue was defined as
whether information technology accurately processes date and time data from,
into and between the twentieth and twenty-first centuries, and the years 1999
and 2000 and leap year calculations. To date, our water treatment plants and
other mission critical systems have not been impacted by the Year 2000 issue,
and there have been no water service interruptions as a result of a Year 2000
issue. We continue to monitor the Year 2000 issue but we do not anticipate that
we will experience a material business impairment or have a material adverse
impact on our operations, liquidity or financial condition as a result of the
Year 2000 issue.
Employee Relations
As of December 31, 1999, we employed a total of 945 full-time persons.
Our subsidiaries are parties to agreements with labor unions covering 487
employees. We consider our employee relations to be good.
8
Item 2. Properties.
Our properties consist of transmission and distribution mains and
conduits, water treatment plants, pumping facilities, wells, tanks, meters,
supply lines, dams, reservoirs, buildings, vehicles, land, easements, rights and
other facilities and equipment used for the operation of our systems, including
the collection, treatment, storage and distribution of water. Substantially all
of our properties are owned by our subsidiaries and are subject to liens of
mortgage or indentures. These liens secure bonds, notes and other evidences of
long-term indebtedness of our subsidiaries. For certain properties that we
acquired through the exercise of the power of eminent domain and certain other
properties we purchased, we hold title for water supply purposes only. We own,
operate and maintain approximately 7,100 miles of transmission and distribution
mains, 20 water treatment plants and 9 wastewater treatment plants. Some
properties are leased under long-term leases. The following table indicates our
net utility plant as of December 31, 1999 by subsidiary:
Net Property,
Plant and
Equipment
Subsidiary (000's)
---------- -------------
Philadelphia Suburban Water Company $ 698,682
Consumers Ohio Water Company 132,611
Consumers Illinois Water Company 104,428
Consumers Pennsylvania Water Company* 102,709
Consumers New Jersey Water Company 67,038
Consumers Maine Water Company 32,189
Inter-company eliminations and other (2,293)
----------
$1,135,364
==========
*Includes Susquehanna, Roaring Creek and Shenango Valley Divisions.
We believe that our properties are maintained in good condition and in
accordance with current standards of good waterworks industry practice. We
believe that the facilities used in the operation of our business are in good
condition in terms of suitability, adequacy and utilization.
Our corporate offices are leased from Philadelphia Suburban Water
Company and located in Bryn Mawr, Pennsylvania.
Item 3. Legal Proceedings
There are various legal proceedings in which we are involved. Although
the results of legal proceedings cannot be predicted with certainty, there are
no pending legal proceedings to which we or any of our subsidiaries is a party
or to which any of our properties is the subject that present a reasonable
likelihood of a material adverse impact on the Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
fourth quarter of 1999.
Information with respect to our executive officers is contained in Item
10 hereof and is hereby incorporated by reference herein.
9
PART II
Item 5. Market for the Registrant's Common Stock and Related Security
Holder Matters
Our common stock is traded on the New York Stock Exchange and the
Philadelphia Stock Exchange. As of March 1, 2000, there were approximately
21,315 holders of record of our common stock.
The following selected quarterly financial data is in thousands of
dollars, except for per share amounts:
Total
First Second Third Fourth Year
-------------------------------------------------------------
1999
- ---------------------------------------------------------------------------------------------------
Opeating revenues $58,597 $66,165 $69,527 $63,037 $257,326
Operations and maintenance expense 22,725 24,203 24,645 27,185 98,758
Net income available to common
stock 316 12,033 14,332 9,594 36,275
Basic net income per common share 0.01 0.29 0.35 0.24 0.89
Diluted net income per common share 0.01 0.29 0.35 0.23 0.88
Dividends declared and paid
per common share 0.17 0.17 0.18 0.18 0.70
Price range of common stock
- high 29.75 25.75 25.31 24.19 29.75
- low 19.75 21.31 21.13 20.19 19.75
1998
- ---------------------------------------------------------------------------------------------------
Opeating revenues $57,933 $61,740 $68,991 $62,107 $250,771
Operations and maintenance expense 23,604 24,005 25,216 27,314 100,139
Net income available to common
stock 7,852 14,577 13,787 8,604 44,820
Basic net income per common share 0.20 0.36 0.34 0.21 1.11
Diluted net income per common share 0.19 0.36 0.34 0.21 1.10
Dividend paid per common share 0.1625 0.1625 0.1700 0.1700 0.6650
Dividends declared per common share - 0.1625 0.1700 0.1700 0.5025
Price range of common stock
- high 25.75 22.56 28.19 30.06 30.06
- low 19.56 18.88 20.50 23.00 18.88
High and low prices of our common stock are as reported on the New York
Stock Exchange Composite Tape.
Dividends paid and declared per common share represents Philadelphia
Suburban Corporation's historical dividends. The cash dividend paid in March
1998 of $0.1625 was declared in December 1997.
Net income available to common stock and net income per common share
for the first quarter of 1999 includes net charges of $6,134,000 ($6,334,000
pre-tax), or $0.15 per share, for the Consumers Water Company merger transaction
costs and a charge for related restructuring costs of $2,462,000 ($3,787,000
pre-tax), or $0.06 per share.
Net income available to common stock and net income per common share
for the second quarter of 1998 includes a net gain of $3,903,000 ($6,680,000
pre-tax), or $0.10 per share, on the sale of the Consumers Water Company's New
Hampshire operations pursuant to the State's condemnation statute.
10
Item 5, Continued
We have paid common dividends consecutively for 55 years. In 1999, our
Board of Directors authorized an increase of 5.9% in the dividend rate over the
amount Philadelphia Suburban Corporation has historically paid. As a result of
this authorization, beginning with the dividend payment in September, the annual
dividend rate increased to $0.72 per share. We presently intend to pay quarterly
cash dividends in the future, on March 1, June 1, September 1 and December 1,
subject to our earnings and financial condition, regulatory requirements and
such other factors as our Board of Directors may deem relevant. During the past
five years, after restatement for the pooling, our common dividends paid have
averaged 76.2% of income from continuing operations.
Item 6. Selected Financial Data
The information appearing in the section captioned "Summary of Selected
Financial Data" from the portions of our 1999 Annual Report to Shareholders
filed as Exhibit 13.7 to this Form 10-K Report is incorporated by reference
herein.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information appearing in the section captioned "Management's
Discussion and Analysis" from the portions of our 1999 Annual Report to
Shareholders filed as Exhibit 13.7 to this Form 10-K Report is incorporated by
reference herein.
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
We are subject to market risks in the normal course of business,
including changes in interest rates and equity prices. The exposure to changes
in interest rates is a result of financings through the issuance of fixed-rate,
long-term debt. Such exposure is typically related to financings between utility
rate increases, since generally our rate increases include a revenue level to
allow recovery of our current cost of capital. The information appearing in the
Long-term Debt and Loans Payable footnote and the Fair Value of Financial
Instruments footnote of the section captioned "Notes to Consolidated Financial
Statements" from our 1999 Annual Report to Shareholders filed as Exhibit 13.7 to
this Form 10-K Report is incorporated by reference herein. From time to time, we
make investments in marketable equity securities. As a result, we are exposed to
the risk of changes in equity prices for the "available-for-sale" marketable
equity securities that we own. As of December 31, 1999, our carrying value of
marketable equity securities was $10,590,983.
Item 8. Financial Statements and Supplementary Data
Information appearing under the captions "Consolidated Statements of
Income and Comprehensive Income", "Consolidated Balance Sheets", "Consolidated
Cash Flow Statements" "Consolidated Statements of Capitalization" and "Notes to
Consolidated Financial Statements" from the portions of our 1999 Annual Report
to Shareholders filed as Exhibit 13.7 to this Form 10-K Report is incorporated
by reference herein. Also, the information appearing in the section captioned
"Reports on Financial Statements" from the portions of our 1999 Annual Report to
Shareholders filed as Exhibit 13.7 to this Form 10-K Report is incorporated by
reference herein.
Item 9. Disagreements on Accounting and Financial Disclosure
None.
11
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors of the Registrant
The information appearing in the section captioned "Information
Regarding Nominees and Directors" of the Proxy Statement relating to our May 15,
2000, annual meeting of shareholders, to be filed within 120 days after the end
of the fiscal year covered by this Form 10-K Report, is incorporated herein by
reference.
Executive Officers of the Registrant
The following table and the notes thereto set forth information with
respect to the executive officers of the Registrant, including their names,
ages, positions with the Registrant and business experience during the last five
years:
Position with the Registrant
Name Age and date of election (1)
- ---- --- --------------------------
Nicholas DeBenedictis 54 President and Chairman (May 1993 to present); President and Chief Executive
Officer (July 1992 to May 1993); Chairman and Chief Executive Officer,
Philadelphia Suburban Water Company (July 1992 to present); President,
Philadelphia Suburban Water Company (February 1995 to January 1999) (2)
Morrison Coulter 63 President, Philadelphia Suburban Water Company (January 1999 to present);
Senior Vice President - Production, Philadelphia Suburban Water Company
(February 1996 to January 1999); Vice President - Production, Philadelphia
Suburban Water Company (April 1989 to February 1996) (3)
Richard R. Riegler 53 Senior Vice President - Engineering and Environmental Affairs (January 1999
to present); Senior Vice President - Operations, Philadelphia Suburban Water
Company (April 1989 to January 1999) (4)
Roy H. Stahl 47 Senior Vice President and General Counsel (April 1991 to present) (5)
David P. Smeltzer 41 Senior Vice President - Finance and Chief Financial Officer (December 1999 to
present); Vice President - Finance and Chief Financial Officer (May 1999 to
December 1999); Vice President - Rates and Regulatory Relations, Philadelphia
Suburban Water Company (March 1991 to May 1999) (6)
(1) In addition to the capacities indicated, the individuals named in the above
table hold other offices or directorships with subsidiaries of the
Registrant. Officers serve at the discretion of the Board of Directors.
(2) Mr. DeBenedictis was Secretary of the Pennsylvania Department of
Environmental Resources from 1983 to 1986. From December 1986 to April 1989,
he was President of the Greater Philadelphia Chamber of Commerce. Mr.
DeBenedictis was Senior Vice President for Corporate and Public Affairs of
Philadelphia Electric Company from April 1989 to June 1992.
(3) Mr. Coulter was Superintendent of Pumping Facilities from 1971 to 1982. From
1982 to 1987 he served as Manager - Electrical/Mechanical Department and
from 1987 to 1989 he was Assistant Vice President - Production.
12
Item 10, Continued
(4) Mr. Riegler was Chief Engineer of Philadelphia Suburban Water Company from
1982 to 1984. He then served as Vice President and Chief Engineer from 1984
to 1986 and Vice President of Operations from 1986 to 1989.
(5) From January 1984 to August 1985, Mr. Stahl was Corporate Counsel, from
August 1985 to May 1988 he was Vice President - Administration and Corporate
Counsel of the Registrant, and from May 1988 to April 1991 he was Vice
President and General Counsel of the Registrant.
(6) Mr. Smeltzer was Vice President - Controller of Philadelphia Suburban Water
Company from March, 1986 to March 1991.
Item 11. Executive Compensation
The information appearing in the sections captioned "Executive
Compensation" of the Proxy Statement relating to our May 15, 2000, annual
meeting of shareholders, to be filed within 120 days after the end of the fiscal
year covered by this Form 10-K Report, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information appearing in the sections captioned "Ownership of
Common Stock" of the Proxy Statement relating to our May 15, 2000, annual
meeting of shareholders, to be filed within 120 days after the end of the fiscal
year covered by this Form 10-K Report, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information appearing in the sections captioned "Certain
Relationships and Related Transactions" of the Proxy Statement relating to our
May 15, 2000, annual meeting of shareholders, to be filed within 120 days after
the end of the fiscal year covered by this Form 10-K Report, is incorporated
herein by reference.
13
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Financial Statements. The following is a list of our consolidated financial
statements and its subsidiaries and supplementary data incorporated by reference
in Item 8 hereof:
Management's Report
Independent Auditors' Report
Consolidated Balance Sheets - December 31, 1999 and 1998
Consolidated Statements of Income and Comprehensive Income -
1999, 1998 and 1997
Consolidated Cash Flow Statements - 1999, 1998, and 1997
Consolidated Statements of Capitalization - December 31, 1999 and 1998
Notes to Consolidated Financial Statements
Financial Statement Schedules. The financial statement schedules, or
supplemental schedules, filed as part of this annual report on Form 10-K are
omitted because they are not applicable or not required, or because the required
information is included in the consolidated financial statements or notes
thereto.
Reports on Form 8-K.
Current Report on Form 8-K filed on November 19, 1999, responding to Item 5,
Other Events. (Consolidated financial statements of Philadelphia Suburban
Corporation as of December 31, 1998 and 1997 and for each of the years in the
three-year period ended December 31, 1998, which have been restated to reflect
the recent business combination with Consumers Water Company accounted for under
the pooling-of-interests method of accounting, the notes thereto and the
independent auditors' report of KPMG LLP).
Exhibits, Including Those Incorporated by Reference. The following is a list of
exhibits filed as part of this annual report on Form 10-K. Where so indicated by
footnote, exhibits which were previously filed are incorporated by reference.
For exhibits incorporated by reference, the location of the exhibit in the
previous filing is indicated in parentheses. The page numbers listed refer to
page numbers where such exhibits are located using the sequential numbering
system specified by Rules 0-3 and 403.
14
EXHIBIT INDEX
Exhibit No. Page No.
- ---------- --------
3.1 Amended and Restated Articles of Incorporation, as amended (1) -
(Exhibit 3.1)
3.2 By-Laws, as amended (17) (Exhibit 3.2) -
3.3 Amendment to Amended and Restated Articles of Incorporation, -
as amended, to increase the number of authorized shares to
41,770,819 and to provide that 40,000,000 of such shares
be shares of Common Stock (17) (Exhibit 3.3)
3.4 Amendment to Amended and Restated Articles of Incorporation, -
as amended, designating the Series B Preferred Stock (17)
(Exhibit 3.4)
3.5 Amendment to Section 3.03 and addition of Section 3.17 to -
Bylaws (19) (Exhibits 1 and 2)
3.6 Amendment to Amended and Restated Articles of Incorporation, -
designating the terms of the Series A Junior Participating
Preferred Shares (21) (Exhibit 3.6)
3.7 Amendment to Amended and Restated Articles of Incorporation, -
to increase the number of authorized shares to 101,770,819
and to provide that 100,000,000 of such shares be shares
of Common Stock (23) (Annex E)
3.8 Amendment to Section 3.03 of the Bylaws 24
4.1 Indenture of Mortgage dated as of January 1, 1941 between -
Philadelphia Suburban Water Company and The Pennsylvania
Company for Insurance on Lives and Granting Annuities(now
First Pennsylvania Bank, N.A.), as Trustee, with
supplements thereto through the Twentieth Supplemental
Indenture dated as of August 1, 1983 (2) (Exhibits 4.1
through 4.16)
4.2 Revolving Credit Agreement between Philadelphia Suburban Water -
Company and Mellon Bank (East) National Association dated
as of February 16, 1990 (3) (Exhibit 4.3)
4.3 First Amendment to Revolving Credit Agreement between -
Philadelphia Suburban Water Company and Mellon Bank N.A.
dated as of September 1, 1992 (1) (Exhibit 4.3)
4.4 Preferred Stock Agreement between Philadelphia Suburban Water -
Company and Provident Life and Accident Insurance Company
dated as of January 1, 1991 (3) (Exhibit 4.4)
4.5 Indenture dated as of July 1, 1988 between Philadelphia -
Suburban Corporation and the Philadelphia National Bank,
as Trustee. (4) (Exhibit 4)
4.6 Form of Rights Agreement, dated as of February 19, 1988, -
between Philadelphia Suburban Corporation and Mellon Bank
(East) National Association, as amended by Amendment No.
1. (5) (Exhibit 1)
4.7 Agreement to furnish copies of other long-term debt -
instruments (1) (Exhibit 4.7)
4.8 Twenty-first Supplemental Indenture dated as of August 1, 1985 -
(6) (Exhibit 4.2)
15
EXHIBIT INDEX, Continued
Exhibit No. Page No.
- ---------- --------
4.9 Twenty-second Supplemental Indenture dated as of April 1, 1986 -
(7) (Exhibit 4.3)
4.10 Twenty-third Supplemental Indenture dated as of April 1, 1987 -
(8) (Exhibit 4.4)
4.11 Twenty-fourth Supplemental Indenture dated as of June 1, 1988 -
(9) (Exhibit 4.5)
4.12 Twenty-fifth Supplemental Indenture dated as of January 1, -
1990 (10)(Exhibit 4.6)
4.13 Twenty-sixth Supplemental Indenture dated as of November 1, -
1991 (11) (Exhibit 4.12)
4.14 Twenty-seventh Supplemental Indenture dated as of June 1, 1992 -
(1) (Exhibit 4.14)
4.15 Twenty-eighth Supplemental Indenture dated as of April 1, 1993 -
(12) (Exhibit 4.15)
4.16 Revolving Credit Agreement between Philadelphia Suburban Water -
Company and Mellon Bank, N.A., PNC Bank National
Association, First Union National Bank, N.A. and
CoreStates Bank, N.A. dated as of March 17, 1994 (12)
(Exhibit 4.16)
4.17 Twenty-Ninth Supplemental Indenture dated as of March 30, 1995 -
(14) (Exhibit 4.17)
4.18 Thirtieth Supplemental Indenture dated as of August 15, 1995 -
(15) (Exhibit 4.18)
4.19 First Amendment to Revolving Credit Agreement dated as of May -
22, 1995, between Philadelphia Suburban Water Company and
Mellon Bank, N.A., PNC Bank National Association, First
Fidelity National Bank, N.A., Meridian Bank, N.A. dated as
of March 17, 1994 (17) (Exhibit 4.19)
4.20 Second Amendment to Revolving Credit Agreement dated as of -
July 21, 1995, between Philadelphia Suburban Water Company
and Mellon Bank, N.A., PNC Bank National Association,
First Fidelity National Bank, N.A., Meridian Bank, N.A.
dated as of March 17, 1994 (17) (Exhibit 4.20)
4.21 Third Amendment to Revolving Credit Agreement dated as of -
December 20, 1996, between Philadelphia Suburban Water
Company and Mellon Bank, N.A., PNC Bank National
Association, First Union National Bank, N.A., CoreStates
Bank, N.A. dated as of March 17, 1994 (17) (Exhibit 4.21)
4.22 Thirty-First Supplemental Indenture dated as of July 1, 1997 -
(18) (Exhibit 4.22)
4.23 Fourth Amendment to Revolving Credit Agreement dated as of -
January 15, 1998, between Philadelphia Suburban Water
Company and Mellon Bank, N.A., PNC Bank National
Association, First Union National Bank, N.A., and
CoreStates Bank, N.A. dated as of March 17,1994 (21)
(Exhibit 4.23)
4.24 Rights Agreement, dated as of March 1, 1998 between -
Philadelphia Suburban Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (20)
(Exhibit 1)
16
EXHIBIT INDEX, Continued
Exhibit No. Page No.
- ---------- --------
4.25 Rights Agreement, dated as of March 1, 1998 between
Philadelphia Suburban Corporation and BankBoston, N.A., as -
Rights Agent (24) (Exhibit 4.25)
4.26 Thirty-second Supplement Indenture, dated as of October 1, -
1999 (25) (Exhibit 4.26)
4.27 Thirty-third Supplemental Indenture, dated as of December xx, 25
1999.
4.28 Revolving Credit Agreement between Philadelphia Suburban Water 66
Company and PNC Bank National Association, First Union
National Bank, N.A., Mellon Bank, N.A. dated as of
December 22, 1999.
10.1 1982 Stock Option Plan, as amended and restated effective May -
21, 1992* (1) (Exhibit 10.1)
10.2 1988 Stock Option Plan, as amended and restated effective May -
21, 1992* (1) (Exhibit 10.2)
10.3 Executive Incentive Award Plan, as amended March 21, 1989 and -
February 6, 1990* (10) (Exhibit 10.3)
10.4 Excess Benefit Plan for Salaried Employees, effective December -
1, 1989* (10) (Exhibit 10.4)
10.5 Supplemental Executive Retirement Plan, effective December 1, -
1989* (10) (Exhibit 10.5)
10.6 Supplemental Executive Retirement Plan, effective March 15, -
1992* (1) (Exhibit 10.6)
10.7 1993 Incentive Compensation Plan* (1) (Exhibit 10.7) -
10.8 Employment letter agreement with Mr. Nicholas DeBenedictis* -
(1) (Exhibit 10.8)
10.9 1994 Incentive Compensation Program* (12) (Exhibit 10.9) -
10.10 1994 Equity Compensation Plan, as amended by Amendment 1994-1* -
(16) (Exhibit 10.10)
10.11 1995 Incentive Compensation Plan* (13) (Exhibit 10.11) -
10.12 Placement Agency Agreement between Philadelphia Suburban Water -
Company and PaineWebber Incorporated dated as of March 30,
1995 (14) (Exhibit 10.12)
10.13 Bond Purchase Agreement among the Delaware County Industrial -
Development Authority, Philadelphia Suburban Water Company
and Legg Mason Wood Walker, Incorporated dated August 24,
1995 (15) (Exhibit 10.13)
10.14 Construction and Financing Agreement between the Delaware -
County Industrial Development Authority and Philadelphia
Suburban Water Company dated as of August 15, 1995 (15)
(Exhibit 10.14)
10.15 1996 Annual Cash Incentive Compensation Plan* (16) (Exhibit -
13.4)
10.16 Amendment 1994-2 to 1994 Equity Compensation Plan, as amended* -
(17) (Exhibit 10.16)
10.17 1997 Annual Cash Incentive Compensation Plan* (17) (Exhibit -
10.17)
10.18 Agreement among Philadelphia Suburban Corporation, -
Philadelphia Suburban Water Company and Nicholas
DeBenedictis, dated as of January 1, 1997* (17) (Exhibit
10.18)
17
EXHIBIT INDEX, Continued
Exhibit No. Page No.
- ---------- --------
10.19 Agreement among Philadelphia Suburban Corporation, -
Philadelphia Suburban Water Company and Roy H. Stahl,
dated as of January 1, 1997* (17) (Exhibit 10.19)
10.20 Agreement among Philadelphia Suburban Corporation, -
Philadelphia Suburban Water Company and Michael P. Graham,
dated as of January 1, 1997* (17) (Exhibit 10.20)
10.21 Agreement among Philadelphia Suburban Corporation, -
Philadelphia Suburban Water Company and Richard R.
Riegler, dated as of January 1, 1997* (17) (Exhibit 10.21)
10.22 Agreement among Philadelphia Suburban Corporation, -
Philadelphia Suburban Water Company and Morrison Coulter,
dated as of January 1, 1997* (17) (Exhibit 10.22)
10.23 Philadelphia Suburban Corporation Amended and Restated -
Executive Deferral Plan* (17) (Exhibit 10.23)
10.24 Philadelphia Suburban Corporation Deferred Compensation Plan -
Master Trust Agreement with PNC Bank, National
Association, dated as of December 31, 1996* (17) (Exhibit
10.24)
10.25 First Amendment to Supplemental Executive Retirement Plan* -
(17) (Exhibit 10.25)
10.26 Placement Agency Agreement between Philadelphia Suburban Water -
Company and A.G. Edwards and Sons, Inc., Janney Montgomery
Scott Inc., HSBC Securities, Inc., and PaineWebber
Incorporated (18) (Exhibit 10.26)
10.27 1998 Annual Cash Incentive Compensation Plan* (21) (Exhibit -
10.27)
10.28 Philadelphia Suburban Corporation Director Deferral Plan* (24) -
(Exhibit 10.28)
10.29 Amendment No. 1 dated as of February 1, 1999 to Agreement -
among Philadelphia Suburban Corporation, Philadelphia
Suburban Water Company and Nicholas DeBenedictis, dated as
of January 1, 1997* (24) (Exhibit 10.29)
10.30 Amendment No. 1 dated as of February 1, 1999 to Agreement -
among Philadelphia Suburban Corporation, Philadelphia
Suburban Water Company and Roy H. Stahl, dated as of
January 1, 1997* (24) (Exhibit 10.30)
10.31 Amendment No. 1 dated as of February 1, 1999 to Agreement -
among Philadelphia Suburban Corporation, Philadelphia
Suburban Water Company and Michael P. Graham, dated as of
January 1, 1997* (24) (Exhibit 10.31)
10.32 Amendment No. 1 dated as of February 1, 1999 to Agreement -
among Philadelphia Suburban Corporation, Philadelphia
Suburban Water Company and Richard R. Riegler, dated as of
January 1, 1997* (24) (Exhibit 10.32)
10.33 Amendment No. 1 dated as of February 1, 1999 to Agreement -
among Philadelphia Suburban Corporation, Philadelphia
Suburban Water Company and Morrison Coulter, dated as of
January 1, 1997* (24) (Exhibit 10.33)
18
EXHIBIT INDEX, Continued
Exhibit No. Page No.
- ---------- --------
10.34 1999 Annual Cash Incentive Compensation Plan* (24) (Exhibit -
10.34)
10.35 The Philadelphia Suburban Corporation 1994 Equity Compensation -
Plan (as Amended and Restated Effective March 3, 1998)*
(22) (Exhibit A)
10.36 Amendment 1998-1 to The Philadelphia Suburban Corporation 1994 -
Equity Compensation Plan* (23) (Annex F)
10.37 Bond Purchase Agreement among the Delaware County Industrial -
Development Authority, Philadelphia Suburban Water Company
and Commerce Capital Markets dated September 29, 1999 (25)
(Exhibit 10.37)
10.38 Construction and Financing Agreement between the Delaware -
County Industrial Development Authority and Philadelphia
Suburban Water Company dated as of October 1, 1999
10.39 2000 Annual Cash Incentive Compensation Plan * 153
10.40 Agreement among Philadelphia Suburban Corporation, 159
Philadelphia Suburban Water Company and David P. Smeltzer
dated December 1,1999.
10.41 Placement Agency Agreement between Philadelphia Suburban Water 176
Company and Merrill Lynch & Co., PaineWebber Incorporated,
A.G. Edwards & Sons, Inc., First Union Securities, Inc.,
PNC Capital Markets, Inc. and Janney Montgomery Scott,
Inc., dated as of November 15, 1999
13.1 Selected portions of Annual Report to Shareholders for the -
year ended December 31, 1993 incorporated by reference in
Annual Report on Form 10-K for the year ended December 31,
1993 (12) (Exhibit 13.1)
13.2 Selected portions of Annual Report to Shareholders for the -
year ended December 31, 1994 incorporated by reference in
Annual Report on Form 10-K for the year ended December 31,
1994 (13) (Exhibit 13.2)
13.3 Selected portions of Annual Report to Shareholders for the -
year ended December 31, 1995 incorporated by reference in
Annual Report on Form 10-K for the year ended December 31,
1995 (16) (Exhibit 13.3)
13.4 Selected portions of Annual Report to Shareholders for the -
year ended December 31, 1996 incorporated by reference in
Annual Report on Form 10-K for the year ended December 31,
1996 (17) (Exhibit 13.4)
13.5 Selected portions of Annual Report to Shareholders for the -
year ended December 31, 1997 incorporated by reference in
Annual Report on Form 10-K for the year ended December 31,
1997 (21) (Exhibit 13.5)
19
EXHIBIT INDEX, Continued
Exhibit No. Page No.
- ---------- --------
13.6 Selected portions of Annual Report to Shareholders for the -
year ended December 31, 1998 incorporated by reference in
Annual Report on Form 10-K for the year ended December 31,
1998 (24) (Exhibit 13.6)
13.7 Selected portions of Annual Report to Shareholders for the 261
year ended December 31, 1999 incorporated by reference in
Annual Report on Form 10-K for the year ended December 31,
1999
21. Subsidiaries of Philadelphia Suburban Corporation 302
23. Consent of Independent Accountants 303
24. Power of Attorney (set forth as a part of this report) 22
27. Financial Data Schedule 304
20
- Notes -
Documents Incorporated by Reference
(1) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1992.
(2) Indenture of Mortgage dated as of January 1, 1941 with supplements thereto
through the Twentieth Supplemental Indenture dated as of August 1, 1983
were filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1983.
(3) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1990.
(4) Filed as Exhibit 4 to the Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on June 14, 1988.
(5) Filed as Exhibit 1 to the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on March 1, 1988, with respect to the
New York Stock Exchange, and on November 9, 1988, with respect to the
Philadelphia Stock Exchange.
(6) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1985.
(7) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1986.
(8) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1987.
(9) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1988.
(10) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1989.
(11) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1991.
(12) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1993.
(13) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1994.
(14) Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
(15) Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.
(16) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1995.
(17) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1996.
(18) Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997.
(19) Filed as an Exhibit to Form 8-K filed August 7, 1997.
(20) Filed as Exhibit 1 to the Registration Statement on Form 8-A filed on March
17, 1998.
(21) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1997.
(22) Filed as Exhibit A to definitive Proxy Statement dated April 7, 1998.
(23) Filed as an Annex to Registration Statement on Form S-4 filed on September
11, 1998.
(24) Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1998.
(25) Filed as an Exhibit to Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.
* Indicates management contract or compensatory plan or arrangement.
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By /s/ Nicholas DeBenedictis
----------------------------------
Nicholas DeBenedictis
President and Chairman
Date: March 28, 2000
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Each person in so signing also makes, constitutes and appoints Nicholas
DeBenedictis, President and Chairman of Philadelphia Suburban Corporation, David
P. Smeltzer, Senior Vice President - Finance and Chief Financial Officer of
Philadelphia Suburban Corporation, and each of them, his or her true and lawful
attorneys-in-fact, in his or her name, place and stead to execute and cause to
be filed with the Securities and Exchange Commission any and all amendments to
this report.
22
/s/ Nicholas DeBenedictis /s/ David P. Smeltzer
- ------------------------------------ ----------------------------------------
Nicholas DeBenedictis David P. Smeltzer
President and Chairman Senior Vice President - Finance and
(principal executive officer) Chief Financial Officer
and Director
/s/ Michel Avenas
- ------------------------------------ ----------------------------------------
Michel Avenas Mary C. Carroll
Director Director
/s/ G. Fred DiBona, Jr.
- ------------------------------------ ----------------------------------------
G. Fred DiBona, Jr. Richard H. Glanton
Director Director
/s/ Alan Hirsig /s/ John E. Menario
- ------------------------------------ ----------------------------------------
Alan Hirsig John E. Menario
Director Director
/s/ John F. McCaughan /s/ John E. Palmer
- ------------------------------------ ----------------------------------------
John F. McCaughan John E. Palmer
Director Director
/s/ Richard L. Smoot /s/ Robert O. Viets
- ------------------------------------ ----------------------------------------
Richard L. Smoot Robert O. Viets
Director Director
- ------------------------------------
Harvey J. Wilson
Director
23