UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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AMERICAN WATER WORKS COMPANY, INC.
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[Logo] RWE Acquisition Update #7
November 12, 2001
This is an update on the RWE/Thames acquisition for Associates of American
Water. Frequent updates will be distributed in the coming weeks via email.
They will then be archived, along with other materials, in the "RWE
Acquisition Update" database on Lotus Notes.
In this "Update," we take a look at Jim McGivern, Thames Water's Managing
Director of the Americas Region. Jim's involvement with the acquisition began
early in the year. Shortly after the agreement was reached in September, he
took up office in the Voorhees Corporate Headquarters and has been leading the
RWE/Thames side of the transition planning from there ever since.
[Photo of Jim McGivern]
Q: What is your role on the transition team?
I am working with Ellen Wolf to ensure that we receive regulatory approval in
the states where it is required, in a way that is aligned with the objectives
of both American Water Works and RWE/Thames. I am also managing with Ellen the
transition planning process in anticipation of American Water becoming part of
the RWE family of companies.
Q: What sort of things can we expect to see during the transition?
I think associates will see more and more evidence of how compatible the three
companies are. This transaction is very much based on leveraging the resources
that RWE has to accelerate American Water's current path of growth. Once the
transaction is complete, we'll combine the best of American Water and Thames
Water technology to come up with something that is better than the sum of the
parts. Our goal is that any changes will only be for the positive, made around
new opportunities we see in merging our great companies together, to make us
more competitive and more technologically innovative. As part of a new family,
we can be leaders in consolidating the U.S. water industry in a more
accelerated fashion.
Q: You currently have operations in the U.S. in Stamford, Houston, Pittsburgh
and E-town. What is Thames' history of operating in the U.S.?
We have been in the U.S. for a decade. In the early `90s, Thames purchased
Leopold, a water filtration and purification company in Pittsburgh, and
Ashbrook, a wastewater products and services company in Houston. Both
companies are leaders in their fields. Last November, the purchase of E-Town
was completed. That was our first foray into the US water services market and
an important step in our growth strategy. American Water Works is the icing on
the cake.
Q: What have you learned about the U.S. water system from your experience with
E-Town in New Jersey?
We have learned a great deal. First of all, the business drivers are
different. Unlike in the UK, the water business in the U.S. is significantly
affected by the weather. Being in E-Town has also allowed Thames to understand
how the U.S. regulatory system works, how to get fair treatment,
and the general philosophy of U.S. rate-of-return regulation. It also has
given us a better understanding of the demographics and the cultural framework
of a U.S. business. We have learned a lot about what's important to U.S.
employees including how patriotic Americans are and how they identify strongly
with their country and their state.
Q: RWE acquired Thames a year ago, so you have been in the same situation as
American Water employees. How did that go for you?
RWE purchased Thames for very much the same reason it is buying American Water
Works - to promote growth and opportunity. RWE is an honorable organization in
which people are sincere, and all of the promises they made regarding
opportunities for Thames employees have been realized. It has been a fantastic
company to work in.
RWE employees are excellent, capable people and the Thames employees have
worked well with them. Any fears that Thames employees may have had at the
time of the acquisition announcement have gone away. It's been a very good
story.
Q: What have you noticed so far about the cultural similarities and
differences between American Water and Thames?
In general, there is a surprising amount of cultural alignment. We're all
water folks, we understand the water business, yet the similarities do
surprise me at times. The key similarities are the customer focus - the
concept that it's the customer that makes or breaks this business. The
customer service ethic is paramount in both businesses and it's everyone's
responsibility.
Both Thames and American Water also have a strong culture of performance
management, which is driven from the top. Everyone's role within the
organization is understood. In addition, both companies put emphasis on the
individual. Respect for the individual, empowering the individual to make
decisions, and giving the individual the tools to do the job is a strong
cultural commonality that I see. In addition, the underlying values of
American Water and Thames are similar -- the basic business values of
professionalism, honesty, and favoring long-term solutions. It's not
surprising that when you look at two of the top water companies in the world,
that they should have similar values; the reasons they're both successful are
fairly similar.
The differences relate mostly to the influence of legal and geographical
requirements on your organizational structures. The geography of the United
States, and its regulatory system, promote an organizational style of greater
regional autonomy and independence, while Thames is a more integrated
organization. Both of the organizations have evolved to respond to their
environments in an optimal way.
Q: What is Thames' approach to local community support and local management?
Thames seeks to educate communities about what we do and how they can get the
best service from us. In turn, we look to our communities for feedback so that
we can deliver continual improvement.
Our managers and employees live in the communities in which they serve. We
want to promote a high level of integration between our customers, our
communities and our management so that there's a seamless web between them.
This creates the benefit of customers seeing what we're doing in a positive
light. We want to ensure sustainability for our product and our company, so
we are committed to being actively involved in the economic prosperity of the
community at all levels as responsible corporate citizens.
Q: Has Thames operated differently in the U.S. since September 11?
We have always emphasized security. We have taken stock of our security and
perhaps further refined it, but we have found that we are doing the right
things, so overall, the tragic events of that date have not made a significant
difference in our operations.
Q: Have you operated in other countries that have faced terrorist or wartime
threats?
Yes. Of the 19 countries in which we operate, some of the areas that have been
on high alert include the UK, Indonesia, Turkey and the Middle East.
Q: What do you enjoy most about this industry?
I came to the water industry and Thames in 1989 after a legal career in the UK
and Australia. I was attracted to the inherent essential need for the service
and the importance of ensuring quality water. It's a good business to be in;
we are providing a service that improves people's lives. That appeals to me.
From a UK perspective, I was also attracted to it because it was a new
industry having been recently privatized. Traditionally, water had been in the
domain of the government. Then in 1989, there was a total change. The
government decided that water and wastewater should be in the domain of the
private sector, and that caught my imagination as the birth of a new industry.
It was quite an exciting time to join and I was compelled by that story.
Q: What do you like about living in the United States?
The openness here is very refreshing. People are generally friendly and easy
to get to know, which is unusual in large cities. I would also say that the
education system here is excellent. And I enjoy the great restaurants in
Philadelphia as well as the climate.
Q: What do you like to do when you are not at the office?
I enjoy reading history and philosophy - I just finished reading "Humboldt's
Gift" by Saul Bellow - and I'm an avid cinema, opera, music and theatergoer. I
also enjoy spending time with my two young children, playing golf and going to
the gym.
* * *
[Logo] RWE Acquisition Update #8
November 14, 2001
This is an update on the RWE/Thames acquisition for Associates of American
Water. Frequent updates will be distributed in the coming weeks via email.
They will then be archived, along with other materials, in the "RWE
Acquisition Update" database on Lotus Notes.
Thames Water released this announcement earlier in the week. We thought
American Water associates would be interested in this latest strategic
accomplishment by our future partner.
THAMES WATER ANNOUNCES NEW CHILEAN CONCESSION
Thames Water, the water business of RWE, was awarded the concession of the
fourth largest water and wastewater company in Chile, Empresa de Servicios
Sanitarios del Maule S.A. (ESSAM).
Located in central part of Chile, ESSAM serves a population of more than
560,000 and in the year 2000 generated revenues of the equivalent of US$21.4
million.
The 30-year concession has been purchased from the Chilean government for
US$171 million and will complement Thames Water's other interests in the
country. ESSAM is strategically positioned between ESSEL in Rancagua and
ESSBIO in Concepcion.
Under the concession agreement, Thames Water will provide the water needs of
the concession area, including water production, distribution, collection,
wastewater treatment and industrial effluent treatment. The company is
expected to invest approximately US$100 million over the first five years of
the contract and a significant part of the capital expense will be for
wastewater treatment plants.
Bill Alexander, Thames Water's Chief Executive, said: "This is another welcome
success for Thames Water in Chile, building upon our ambition to become the
global water partner of choice in the country.
"The acquisitions of ESSEL and ESSBIO last year have provided a sound platform
for growth and offer great opportunities to increase customer value through
synergies with ESSAM.
"I am delighted that Thames Water has rapidly established an excellent
reputation for partnership in Chile and I look forward to extending our world
class water service to our new customers."
Thames Water is the world's third largest water company, serving over 43
million customers in 44 countries across the globe.
* * *
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
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.