Edgar Filing: American Water Works Company, Inc.

Form 8-K

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): June 4, 2009

American Water Works Company, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34028


Delaware		51-0063696
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

1025 Laurel Oak Road

Voorhees, NJ 08043

(Address of principal executive offices, including zip code)

(856) 346-8200

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

On June 4, 2009, American Water Works Company, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives of the several underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell 14,500,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and RWE Aqua Holdings GmbH, a limited liability company organized under the laws of the federal republic of Germany (the “Selling Stockholder”), agreed to sell 11,500,000 shares of Common Stock, at a public offering price of $17.25 per share in an underwritten public offering (the “Offering”). The net proceeds of the Offering to the Company will be approximately $241.2 million. Pursuant to the Underwriting Agreement, the Company and its officers and directors and the Selling Stockholder agreed to a 90-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions. The Underwriting Agreement is included as Exhibit 1.1 hereto.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit		Description

1.1		Underwriting Agreement, dated June 4, 2009, among American Water Works Company, Inc., RWE Aqua Holdings GmbH, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Goldman, Sachs & Co. Inc.

SIGNATURES

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.


Dated: June 8, 2009	AMERICAN WATER WORKS COMPANY, INC.

	By:	/s/ George W. Patrick

		George W. Patrick
		Senior Vice President, General Counsel and Secretary