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): May 13, 2003
-------------
Philadelphia Suburban Corporation
----------------------------------------------
(Exact Name of Registrant Specified in Charter)
Pennsylvania 001-06659 23-1702594
----------------------------- -------------------------- -----------------------
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
762 West Lancaster Avenue
Bryn Mawr, Pennsylvania 19010-3489
---------------------------------------------- ----------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 527-8000
--------------
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On April 3, 2003, Philadelphia Suburban Corporation ("PSC") filed
with the Securities and Exchange Commission (the "Commission") a
shelf registration statement on Form S-3 (Registration No.
333-104290) (the "Registration Statement"). The Commission declared
the Registration Statement effective on April 25, 2003. On May 13,
2003, PSC entered into an Underwriting Agreement (the "Underwriting
Agreement") relating to the offering of up to 1,495,000 shares
(including an option to purchase 195,000 shares) of common stock of
PSC (the "Shares"). The Underwriting Agreement is attached to this
report as Exhibit 1.1 and the opinion regarding legality of the
securities registered by the Registration Statement is attached to
this report as Exhibit 5.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement, dated May 13, 2003, among Philadelphia
Suburban Corporation, Edward D. Jones & Co., L.P. and
Janney Montgomery Scott LLC.
5.1 Opinion of Morgan, Lewis & Bockius LLP regarding legality of
securities.
-2-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Philadelphia Suburban Corporation
By: /s/ Roy H. Stahl
----------------------------------------
Roy H. Stahl
Executive Vice President and General Counsel
Dated: May 14, 2003
-3-
Exhibit Index
-------------
Exhibit
-------
1.1 Underwriting Agreement, dated May 13, 2003, among Philadelphia
Suburban Corporation, Edward D. Jones & Co., L.P. and
Janney Montgomery Scott LLC.
5.1 Opinion of Morgan, Lewis & Bockius LLP regarding legality of
securities.