UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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AMERICAN WATER WORKS COMPANY, INC.
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[Logo] RWE Acquisition Update #10
December 6, 2001
This is an update on the RWE/Thames acquisition for American Water Associates.
Frequent updates will be distributed in the coming weeks via email. They are
then archived, along with other important materials, in the "RWE Acquisition
Update" database on Lotus Notes.
Paying a Visit
to Our Friends
at RWE and
Thames
Jim Barr and Ellen
Wolf recently
completed a three-
day whirlwind visit of
some RWE facilities
in Germany and
Thames Water
operations in the
United Kingdom.
They're pictured here [Photo of Jim Barr, Ellen Wolf,
in front of a water Dr. Deitmar Kuhnt and Bill Alexander]
cascade in the lobby
of the Thames
headquarters with
RWE President and
CEO Dr. Deitmar
Kuhnt (far 1.) and
Thames Water CEO
Bill Alexander (far r.)
Ellen's thoughts on
the visit appear on
the following page.
"Update" page 2
You and Jim were in Germany and the United Kingdom to learn more about the
operations and people of RWE and Thames Water. What are the overriding
impressions that you came away with?
There are several standouts. The first had to do with RWE's commitment to the
business of water. We've never doubted the conviction behind the RWE strategy
to expand the core business of water and to use it as a platform for
international growth, and we're enthusiastic about being part of that. Even
so, as we visited with our colleagues in Essen, I was struck by the strength
of that conviction. It was evident in every presentation and discussion we
had. It was evident even in the company's message to the community in the
nearby town of Oberhausen. RWE is a prime sponsor of a dramatic and most
impressive exhibition in the town called "Blue Gold." This remarkable
interactive exhibition tells the story of water - from its abundance, to its
shortage and preciousness. It offers fascinating suggestions for examining the
true value of reliable, affordable water and how we very often take that for
granted.
Then at Thames Water, we saw how state-of-the-art technology can be used to
improve operations and customer service -- in very real and practical ways.
For example, at the Thames Operations Center, the company can monitor its
distribution network anywhere in the world. And by keeping track of weather
patterns, they are able to understand and even predict the potential changes
in water quality in the pipe networks between treatment and customers' taps.
It's an exciting new way of looking at water and wastewater management that we
can learn from.
Our Thames colleagues also do an excellent job of partnering with the
community. For example, we visited an area in Reading on the outskirts of
London, where Thames has been working with the city council to clean up a
polluted part of town and to build a new wastewater treatment facility at the
site. The new facility will replace an aging operation some miles away, and
new homes will be built on that decommissioned land. It's a smart use of
resources because the sale of the land will offset the cost of building the
new water treatment facility.
What did you learn about the people of RWE and Thames?
We learned that our original perception was correct...they are just like us.
We may have cultural differences, but we all care about the same thing -
water, and the reliable delivery of that water. Like us, they constantly look
for ways to serve customers better. They value the contributions that everyone
on the team makes, and they respect the work that was done by those who helped
build the company into an industry leader. We're more alike than different.
Any other observations?
Yes. I can confirm that drivers do, indeed, travel very fast on the Autobahn.
Often well in excess of 90 mph. That was a little unnerving -- even for
someone who's used to the Jersey Turnpike.
* * *
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 has
filed a proxy statement with the Securities and Exchange Commission (the
"SEC") which is first being mailed to security holders of record on or about
December 7, 2001. SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION REGARDING THE MERGER. Investors and security
holders may obtain a free copy of the proxy statement and other documents
filed by the Company with the SEC in connection with the Merger at the SEC's
website at http://www.sec.gov or at the SEC's public reference room at 450
Fifth Street, N.W., Washington, DC 20549. 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.
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.