UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) Under the Securities Exchange Act of 1934 (Amendment No. Seventeen)/1/ PHILADELPHIA SUBURBAN CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.50 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 718009-6-08 --------------------------------------------------------------- (CUSIP Number) Francois Jobard Michel Avenas Vivendi c/o Anjou International 42 Avenue de Friedland 75380 Management Services, Inc. Paris, Cedex 08, France 800 Third Avenue 3314-924-4924 New York, New York 10022 212-753-2000 Roger H. Kimmel, Esq. Latham & Watkins 885 Third Avenue New York, New York 10022 (212) 906-1200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 27, 1998 _______________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) _______________________ /1/ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 718009-6-08 PAGE 2 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vivendi - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 France - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 2,987,200 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 664,666 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2,987,200 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 664,666 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,651,866 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 Approximately 13.3% (based upon 27,448,974 shares outstanding as of March 31, 1998 according to Philadelphia Suburban Corporation's Report on Form 10-Q for the Quarter Ended March 31, 1998) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 718009-6-08 PAGE 3 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anjou International Company - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF None SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 664,666 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING None PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 664,666 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 664,666 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 Approximately 2.4% (based upon 27,448,974 shares outstanding as of March 31, 1998 according to Philadelphia Suburban Corporation's Report on Form 10-Q for the Quarter Ended March 31, 1998) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 718009-6-08 PAGE 4 OF 8 PAGES - ----------------------- --------------------- This Amendment No. 17, which amends and restates in its entirety the Statement on Schedule 13D, dated September 7, 1983, as amended, of Compagnie Generale des Eaux ("CGE"), whose name has been subsequently changed to Vivendi, is filed to reflect information required pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, relating to the shares of Common Stock, par value $.50 per share, of Philadelphia Suburban Corporation, a Pennsylvania corporation (the "Issuer"). ITEM 1. SECURITY AND ISSUER. The Issuer's principal executive offices are located at 762 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010. This statement relates to the shares of common stock, par value $.50 per share, of the Issuer (the "Shares"). ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed by Vivendi, a French corporation ("Vivendi"), and Anjou International Company ("Anjou"), a wholly owned subsidiary of Vivendi. Vivendi is the new corporate name of CGE, the original reporting person from the previous Schedule 13D and amendments. (b) The business address of Vivendi is 42 Avenue de Friedland, 75380 Paris, Cedex 08, France. The business address of Anjou is c/o Anjou International Management Services, Inc., 800 Third Avenue, New York, New York 10022. (c) Vivendi and its subsidiaries are involved in three major sectors: utilities (water, transport, waste management and energy), communications (telecommunications, publishing, multimedia and audiovisual) and construction and real estate. Anjou is a holding company for certain of Vivendi's interests in the United States. The names, residence or business addresses and present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of the executive officers and directors of Vivendi and Anjou are set forth in Exhibit 1 hereto and incorporated herein by reference. (d) During the last five years, neither Vivendi nor, to the best of Vivendi's knowledge, any of the directors or executive officers of Vivendi have been convicted in criminal proceedings (excluding traffic violations or similar misdemeanors). During the last five years, neither Anjou nor, to the best of Anjou's knowledge, any of the directors or executive officers of Anjou have been convicted in criminal proceedings (excluding traffic violations or similar misdemeanors). SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 718009-6-08 PAGE 5 OF 8 PAGES - ----------------------- --------------------- (e) During the last five years, neither Vivendi nor, to the best of Vivendi's knowledge, any of the directors or executive officers of Vivendi was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years, neither Anjou nor, to the best of Anjou's knowledge, any of the directors or executive officers of Anjou was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The citizenship of the executive officers and the directors of Vivendi and Anjou is set forth in Exhibit 1 hereto and incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of the funds used to finance the acquisitions reported by this Amendment No. 17 was working capital. The total amount of such funds was $25,600,000, exclusive of brokerage commissions. ITEM 4. PURPOSE OF TRANSACTION. The Shares purchased by Vivendi and Anjou to the date hereof were acquired, and are being held, as an investment. Except as described in clauses (a) and (c) below, neither Vivendi nor Anjou has any present plans or proposals which may be related to or would result in: (a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, except that, in a letter dated June 29, 1998 from Vivendi to the Issuer, a copy of which is attached as Exhibit 2 hereto and incorporated by reference herein (the "June Letter"), Vivendi stated that it intended to vote, and cause Anjou to vote, their respective Shares in favor of a proposed merger of the Issuer and Consumers Water Company, a Maine corporation ("Consumers"), on the terms described in the press release attached as Exhibit 3 hereto and incorporated by reference herein (the "Press Release"); (b) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board. However, Vivendi intends to request that the Issuer nominate an executive of Vivendi or one of its affiliates to fill the board seat traditionally held by an executive of Vivendi (or one of its affiliates) which was held by Claudio Elia until his death; (d) Any material change in the present capitalization or dividend policy of the issuer; SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 718009-6-08 PAGE 6 OF 8 PAGES - ----------------------- --------------------- (e) Any other material change in the Issuer's business or corporate structure; (f) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) A class of securities of the Issuer being delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (i) Any action similar to any of those enumerated above. Vivendi presently intends to review its investment position in the Issuer periodically and, depending on such review, market conditions and share prices, the Issuer's business, prospects and future developments and applicable legal requirements, Vivendi may seek to acquire (either directly or through a subsidiary, including Anjou) additional Shares from time to time in the open market or in negotiated transactions or both as would result in Vivendi and its subsidiaries holding up to 19.99% of the outstanding Shares or may sell its Shares. Vivendi has advised the Issuer that any additional purchases of Shares will be solely for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of June 29, 1998, Vivendi was the beneficial owner of 2,987,200 Shares constituting approximately 10.9% of the outstanding Shares (based upon 27,448,974 Shares outstanding as calculated above). To the best knowledge of Vivendi, no director or executive officer owns or has any right to acquire, directly or indirectly, any Shares. As of June 29, 1998, Anjou was the beneficial owner of 664,666 Shares constituting approximately 2.4% of the outstanding Shares (based upon 27,448,974 Shares outstanding as calculated above). To the best knowledge of Anjou, no director or executive officer owns or has any right to acquire, directly or indirectly, any Shares. As of June 29, 1998, Vivendi and Anjou were the beneficial owners of 3,651,866 Shares constituting approximately 13.3% of the outstanding Shares (based upon 27,448,974 Shares outstanding as calculated above). (b) Vivendi has the sole power to vote or direct the disposition of 3,651,866 Shares. Vivendi has the shared power to vote or direct the disposition of 664,666 Shares. Anjou has the shared power to vote or direct the disposition of 664,666 Shares. SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 718009-6-08 PAGE 7 OF 8 PAGES - ----------------------- --------------------- (c) Neither Vivendi nor, to the best of Vivendi's knowledge, any executive officer or director of Vivendi: (a) owns, or has any right to acquire, directly or indirectly, any Shares or (b) has, in the past sixty (60) days, effected any transactions in the Shares. Neither Anjou nor, to the best of Anjou's knowledge, any executive officer or director of Anjou: (a) owns, or has any right to acquire, directly or indirectly, any Shares or (b) has, in the past sixty (60) days, effected any transactions in the Shares. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Anjou is a wholly owned subsidiary of Vivendi. Pursuant to the June Letter, Vivendi has informed the Issuer that it intends to vote, and cause Anjou to vote, their respective Shares of the Issuer and of Consumers in favor of the merger and surrender their Shares upon consummation of the merger. The foregoing summary is qualified in its entirety by the full text of the June Letter and the Press Release. Other than the June Letter, neither Vivendi nor Anjou nor, to the best of Vivendi's and Anjou's knowledge, any person named in Item 2 hereof, has any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contract, arrangement, understanding, or relationship concerning the transfer or the voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. List of Directors and Executive Officers of Vivendi and Anjou. 2. Letter dated June 29, 1998 from Vivendi to the Issuer. 3. Press Release, dated June 29, 1998. SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 718009-6-08 PAGE 8 OF 8 PAGES - ----------------------- --------------------- SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. VIVENDI By /s/ Guillaume Hannezo ---------------------- Name: Guillaume Hannezo Title: Chief Financial Officer Dated: June 29, 1998 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ANJOU INTERNATIONAL COMPANY By: /s/ Michel Avenas ------------------ Name: Michel Avenas Title: President Dated: June 29, 1998
EXHIBIT 1 DIRECTORS AND EXECUTIVE OFFICERS OF VIVENDI
----------------------- ------------------------------------------------------- ------------- --------------------------- PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, POSITION WITH VIVENDI INCLUDING THE NAME NAME AND (PRINCIPAL BUSINESS) AND BUSINESS ADDRESS CITIZENSHIP ADDRESS (IF DIFFERENT THAN BUSINESS ADDRESS) OF EMPLOYER - -------------------------- ------------------------------------------------------- ------------- --------------------------- I. Directors - -------------------------- ------------------------------------------------------- ------------- --------------------------- Chairman of the Board Jean-Marie Messier French Chairman of the Board and and Chief Executive c/o Vivendi Chief Executive Officer Officer 42 Avenue de Friedland of Vivendi and Cegetel 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- --------------------------- Vice Chairman and Jean-Louis Beffa French Chairman and Chief Director c/o Compagnie Saint Gobain les Miroirs Executive Officer of 18, Avenue d'Alsace Compagnie de Saint Gobain 92400 Courbevoie, France - -------------------------- ------------------------------------------------------- ------------- --------------------------- Vice Chairman and Ambroise Roux French Honorary Chairman and Director 8 Bis, Rue Marguerite Director of Alcatel 75017 Paris, France Alsthom - -------------------------- ------------------------------------------------------- ------------- --------------------------- Director Bernard Arnault French Chairman and Chief c/o Vivendi Executive Officer of 42 Avenue de Friedland Louis Vuitton Moet 75380 Paris, Cedex 08, France Hennessy, Christian Dior, Montaigne Participations et Gestion and Compagnie Financiere du Nord - -------------------------- ------------------------------------------------------- ------------- --------------------------- Director Jacques Calvet French Chairman of the Consultative Council of Morgan France - -------------------------- ------------------------------------------------------- ------------- --------------------------- Honorary Chairman and Guy Dejouany French Honorary Chairman of Director c/o Vivendi Compagnie des Eaux et de 42 Avenue de Friedland l'Ozone 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- --------------------------- Director Jacques Friedmann French Chairman of the c/o Vivendi Supervisory Board of 42 Avenue de Friedland AXA-UAP 75380 Paris, Cedex 08, France - ---------------------------------------------------------------------------------- ------------- --------------------------- Director Philippe Foriel-Destezet French Chairman and Chief c/o Vivendi Executive Officer of 42 Avenue de Friedland Adecco, Finecco, Ecco and 75380 Paris, Cedex 08, France Idem
- -------------------------- ------------------------------------------------------- ------------- --------------------------- PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, POSITION WITH VIVENDI INCLUDING THE NAME NAME AND (PRINCIPAL BUSINESS) AND BUSINESS ADDRESS CITIZENSHIP ADDRESS (IF DIFFERENT THAN BUSINESS ADDRESS) OF EMPLOYER - -------------------------- ------------------------------------------------------- ------------- --------------------------- Director Paul-Louis Girardot French Managing Director c/o Vivendi of Vivendi; 42 Avenue de Friedland Chairman and Chief 75380 Paris, Cedex 08, France Executive Officer of Compagnie Financiere pour le Radiotelephone - Cofira - -------------------------- ------------------------------------------------------- ------------- --------------------------- Director Serge Tchuruk French Chairman and Chief c/o Vivendi Executive Officer of 42 Avenue de Friedland Alcatel Alsthom 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- --------------------------- Director Rene Thomas French Chairman of the c/o Banexi Supervisory Board of 16 Blvd. des Italiens Banque pour l'Expansion 75009 Paris, France Industrielle - BANEXI - -------------------------- ------------------------------------------------------- ------------- --------------------------- Director Marc Vienot French Honorary Chairman of c/o Societe Generale Societe Generale 29 Boulevard Haussman 75009 Paris, France - -------------------------- ------------------------------------------------------- ------------- --------------------------- Director Henri Lachmann French Former Chairman and c/o Vivendi Chief Executive Officer 42 Avenue de Friedland of Strafor Facom 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------ ------------- ---------------------------- Director Simon Murray British Managing Director c/o Vivendi of Deutsche Bank 42 Avenue de Friedland Southeast Pacific 75380 Paris, Cedex 08, France Region
- -------------------------- ------------------------------------------------------- ------------- --------------------------- PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, INCLUDING THE NAME (PRINCIPAL BUSINESS) AND NAME AND ADDRESS (IF DIFFERENT POSITION WITH VIVENDI BUSINESS ADDRESS CITIZENSHIP THAN BUSINESS ADDRESS) OF EMPLOYER - -------------------------- ------------------------------------------------------- ------------- --------------------------- II. Executive Officers (other than those who are also Directors) - -------------------------- ------------------------------------------------------- ------------- -------------------------- Executive Committee Daniel Caille French Member-Water c/o Vivendi 42 Avenue de Friedland 75385 Paris, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- Director of Human Jean-Francois Colin French Resources c/o Vivendi 42 Avenue de Friedland 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- Director of Christine Delavennat French Communication and c/o Vivendi External Relations 42 Avenue de Friedland 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- Company Secretary and Jean-Francois Dubos French Secretary to the Board c/o Vivendi 42 Avenue de Friedland 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- Executive Committee Philippe Germond French Member-Telecommunications c/o Vivendi 42 Avenue de Friedland 75385 Paris, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- Executive Committee Guillaume Hannezo French Member-Finance Director c/o Vivendi 42 Avenue de Friedland 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- Director of Legal Affairs Gilbert Klajnman French c/o Vivendi 42 Avenue de Friedland 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- Executive Committee Henri Proglio French Member-Waste Management c/o Vivendi and Transport 42 Avenue de Friedland 75384, Paris, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- Management Agnes Audier French Committee Member c/o Vivendi 42 Avenue de Friedland 75384, Paris, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- Executive Committee Stephane Richard French Member-Property c/o Vivendi 42 Avenue de Friedland 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- --------------------------
- -------------------------- ------------------------------------------------------- ------------- --------------------------- PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, INCLUDING THE NAME (PRINCIPAL BUSINESS) AND NAME AND ADDRESS (IF DIFFERENT POSITION WITH VIVENDI BUSINESS ADDRESS CITIZENSHIP THAN BUSINESS ADDRESS) OF EMPLOYER - -------------------------- ------------------------------------------------------- ------------- --------------------------- Executive Committee Antoine Zacharias French Member--Construction c/o Vivendi 42 Avenue de Friedland 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- Executive Committee Eric Licoys French Member-Publishing and c/o Vivendi Multimedia 42 Avenue de Friedland 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- Management Committee Thierry de Beauce French Member c/o Vivendi 42 Avenue de Friedland 75380 Paris, Cedex 08, France - -------------------------- ------------------------------------------------------- ------------- -------------------------- DIRECTORS AND EXECUTIVE OFFICERS OF ANJOU INTERNATIONAL COMPANY (1) Michel Avenas is the beneficial owner of 100 Shares of Consumers Water Company.
- -------------------------- ------------------------------------------------------- ------------- ------------------------------ PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, INCLUDING THE NAME (PRINCIPAL BUSINESS) AND ADDRESS (IF DIFFERENT POSITION WITH ANJOU NAME AND THAN BUSINESS ADDRESS) OF INTERNATIONAL COMPANY BUSINESS ADDRESS CITIZENSHIP EMPLOYER - -------------------------- ------------------------------------------------------- ------------- ------------------------------ I. Directors - -------------------------- ------------------------------------------------------- ------------- ------------------------------ Chairman of the Board William Kriegel USA Chairman of the Board and and Chief Executive c/o Anjou International Management Services, Inc. Chief Executive Officer of Officer 800 Third Avenue Sithe Energies, Inc.; Chairman of New York, New York 10022 the Board of Air & Water Technologies Corporation - -------------------------- ------------------------------------------------------- ------------- ------------------------------ President and Director Michel Avenas (1) French c/o Anjou International Management Services, Inc. 800 Third Avenue New York, New York 10022 - -------------------------- ------------------------------------------------------- ------------- ------------------------------ Director Thierry M. Mallet French President and CEO of Air & c/o Air & Water Technologies Corporation Water Technologies 800 Third Avenue Corporation New York, New York 10022 - -------------------------- ------------------------------------------------------- ------------- ------------------------------ Director Michel Gourvennec French President and Chief Executive 3225 Aviation Avenue Officer of Montenay International Miami, Florida 33133 Corporation - -------------------------- ------------------------------------------------------- ------------- ------------------------------ Director W. Harrison Wellford, Esq. USA Partner at Latham & Watkins; Latham & Watkins Vice Chairman of Sithe Energies, 1001 Pennsylvania Avenue, NW Inc. Suite 1300 Washington, DC 20004 - -------------------------- ------------------------------------------------------- ------------- ------------------------------ II. Executive Officers (other than those who are also Directors) - -------------------------- ------------------------------------------------------- ------------- ------------------------------ Senior Vice President John T. Kelly USA c/o Anjou International Management Services, Inc. 800 Third Avenue New York, New York 10022 - -------------------------- ------------------------------------------------------- ------------- ------------------------------ Vice President and Chief Christian G. Farman USA Financial Officer c/o Anjou International Management Services, Inc. 800 Third Avenue New York, New York 10022 - -------------------------- ------------------------------------------------------- ------------- ------------------------------ Vice President and Neil Lawrence Lane USA General Counsel c/o Anjou International Management Services, Inc. 800 Third Avenue New York, New York 10022 - -------------------------- ------------------------------------------------------- ------------- ------------------------------
EXHIBIT 2 VIVENDI 42 Ave de Friedland Paris 08 France June 29, 1998 Mr. Nicholas DeBenedictis Chairman, President and Chief Executive Officer Philadelphia Suburban Corporation 762 Lancaster Avenue Bryn Mawr, Pennsylvania Re: Consumers Water Company Dear Mr. DeBenedictis: It is Vivendi's understanding that Philadelphia Suburban Corporation ("PSC") and Consumers Water Company ("Consumers") are entering into an Agreement and Plan of Merger, dated as of June 27, 1998 (the "Merger Agreement") which Merger Agreement generally provides for the merger (the "Merger") of Consumers into Consumers Acquisition Company, a Pennsylvania corporation and wholly owned subsidiary of PSC, and the conversion of the issued and outstanding common shares of Consumers into common shares of PSC, as described in the draft press release attached hereto ("Press Release"). As you are aware, Vivendi and its affiliates hold 2,040,659 shares of common stock in Consumers (the "Consumers Common Stock") and 3,651,866 shares of common stock in PSC (the "PSC Common Stock"). The purpose of this letter is to inform PSC that Vivendi intends to vote (or cause to be voted) all of the Consumers Common Stock over which Vivendi or its affiliates have voting authority in favor of (i) the Merger Agreement and (ii) the Merger, on the terms described in the Press Release, at any meeting of the shareholders of Consumers called to vote on such matters or in any other circumstance upon which a vote, consent, or other approval with respect to the Merger is sought. In addition, Vivendi intends to surrender the certificate or certificates representing the Consumers Common Stock over which Vivendi has authority to PSC upon consummation of the Merger as described in the Merger Agreement. Finally, Vivendi intends to vote (or cause to be voted) all of the PSC Common Stock over which Vivendi or its affiliates has voting authority in favor of (i) the Merger Agreement, (ii) the Merger, and (iii) the authorization or issuance of shares of PSC Common Stock in connection with the Merger, at any meeting of shareholders of PSC called to vote on such matters or any adjournment thereof or in any other circumstance upon which a vote, consent, or other approval with respect to the Merger is sought. As you are aware, pursuant to a letter agreement dated February 7, 1987, Vivendi has granted a right of first refusal in respect of its Consumers Common Stock in favor of Consumers, which is exercisable in certain circumstances. Vivendi's intentions described above are subject to any rights of Consumers under that letter agreement. Sincerely, /s/ Guillaume Hannezo --------------------- Guillaume Hannezo Chief Financial Officer
[Letterhead of Philadelphia Suburban Corporation] EXHIBIT 3 PHILADELPHIA SUBURBAN CORPORATION TO MERGE WITH CONSUMERS WATER COMPANY Merger to Create Nation's Second Largest Investor-Owned Water Utility in Consolidating Industry Bryn Mawr, PA and Portland, ME, June 29, 1998-PSC (NYSE! PSC), the nation's third largest investor-owned water utility holding company, and Consumers Water Company (NASDAQ: CONW) today announced that their respective boards of directors have approved a definitive agreement for approximately $270 million in a stock merger agreement, creating the second largest investor-owned water utility in the U.S., serving over 1.6 million residents in Pennsylvania, Ohio, Illinois, New Jersey and Maine. Under the terms of the agreement, which includes a collar, Consumers' shareholders will receive 1.459 share of PSC common stock for each Consumers' share. The merger will be tax-free to shareholders of both companies and will be accounted for as a pooling of interests. The merger, which is subject to Hart- Scott-Rodino clearance, shareholder approvals, state regulatory approvals and other customary conditions, is expected to close before the end of the year. This transaction represents a premium for Consumers' shareholders of approximately 26 percent based on the closing prices of Consumers and PSC on Friday, June 26. The transaction is expected to be accretive to PSC earnings on an ongoing basis exclusive of one-time transaction costs. As a result of the transaction PSC will assume debt of approximately $190 million. Vivendi, a $33 billion French company and largest water company in the world which owns 13 percent of PSC and 23 percent of Consumers, has stated its intent to support the combination. Noting that the U.S. water utility industry is in the very early stages of consolidation with more than 50,000 separate water utility systems nationally, PSC Chairman Nicholas DeBenedictis said. "This is a compelling transaction for the shareholders of both companies as we will have a strong balance sheet and a dynamic new platform for growth through acquisitions. We also expect to achieve meaningful synergies, mainly through increased purchasing leverage in such areas as electricity, chemicals and equipment." Consumers Water President Peter L. Haynes said, "This transaction makes eminent sense for our shareholders, giving them an immediate premium for their shares plus the upside of participating in an early-stage consolidation story. PSC has a strong management team and, especially with its close relationship with Vivendi, will be in an excellent position to accelerate growth and earnings." Said Daniel Caille, Chairman of General des Eaux, the water division of Vivendi (formerly Compagnie Generale des Eaux) "We are excited by the combination of PSC and Consumers and believe this new enlarged entity will be a meaningful participant in the consolidating U.S. water industry in which we have been participating through PSC for the last 20 years." DeBenedictis continued: "Over the next several years, we expect a wave of consolidation in the water industry as the costs of meeting increasingly stringent water standards rise. Small private or investor-owned water systems-- as well as many thousands of municipal systems facing budgetary constraints and considering privatization--are increasingly turning to professional operators such as ourselves. We expect the combined company to be an aggressive acquirer of attractive assets. And, through our relationship with Vivendi, the largest water company in the world, we will also be well positioned to support Vivendi on privatized services and management contracts." He added that, eventually, the Company's increased size could also give it the mass needed to market other utility services in conjunction with gas and electric companies. "Consumers Water has a 70 year tradition of quality service in the industry and has recently focused their strategy on growth in the water utility industry. We are looking forward to joining with the professionals at Consumers to make this merger a win-win," said DeBenedictis. Since 1992, PSC has pursued a growth-through-acquisition strategy that has resulted in more than 25 water company acquisitions and two wastewater system acquisitions. "With our corporate strategy focused on growth and today's announcement, we have stepped up the pace dramatically," said DeBenedictis who will continue as PSC chairman and CEO. Under the agreement, Consumers will become a wholly owned subsidiary of PSC, the parent company of Philadelphia Suburban Water Company (PSW). Current PSC management will continue to manage their existing operation and overall corporate activities while the Consumers' state subsidiaries will continue to be managed by the current subsidiary presidents. Caille added that Vivendi, through its U.S. subsidiary Air & Water Technology--the country's largest contractor for the privatization of water and wastewater services--"is interested in the development of a close relationship between PSC and Air & Water Technology and plans to work with PSC on privatization projects in the five states in which we will operate after the merger closes." Vivendi also sees the benefit of using PSC's cost-effective services such as laboratory, customer service and billing activities and joint purchasing opportunities as supportive of our expanding U.S. privatization and operations and management contracts. Salomon Smith Barney served as financial advisor to PSC, and SG Barr Devlin served as financial advisor to Consumers Water. Consumers Water owns seven water utilities with operating subsidiaries located in Ohio, Illinois, Pennsylvania, New Jersey, and Maine. The company serves approximately 670,000 residents in a five-state area. PSC is currently the third-largest, investor-owned water utility in the country, serving approximately one million residents in 97 municipalities in Delaware, Montgomery, Chester, Bucks and Berks Counties in Pennsylvania.