SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2014
American Water Works Company, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34028
|(State or other jurisdiction||(IRS Employer|
|of incorporation)||Identification No.)|
1025 Laurel Oak Road
Voorhees, NJ 08043
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code) (856) 346-8200
(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 August 14, 2014, American Water Capital Corp. (AWCC), a wholly-owned subsidiary of American Water Works Company, Inc. (AWWC), sold $300 million aggregate principal amount of its 3.400% Senior Notes due 2025 (3.400% Notes) and an additional $200 million aggregate principal amount of its 4.300% Senior Notes due 2042 (4.300% Notes, together, the Notes) pursuant to an Underwriting Agreement dated August 11, 2014, between AWCC, AWWC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, RBS Securities, Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named therein. The Notes have the benefit of a support agreement from AWWC (the Support Agreement). The Notes and the Support Agreement were registered under the Securities Act of 1933 pursuant to Registration Statement Nos. 333-181155 and 333-181155-01. This Current Report on Form 8-K is being filed to report, as exhibits, certain documents executed in connection with the sale of the Notes.
Item 9.01. Financial Statements and Exhibits.
|*1||Underwriting Agreement, dated August 11, 2014, among AWCC, AWWC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, RBS Securities, Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named therein.|
|*4.1||Officers Certificate of AWCC, dated August 14, 2014, establishing the terms of the 3.400% Notes.|
|4.2||Officers Certificate of AWCC, dated December 17, 2012, establishing the terms of the 4.300% Notes (incorporated by reference to Exhibit 4.1 to Form 8-K filed December 17, 2012, File No. 001-34028).|
|*4.3||Officers Certificate of AWCC, dated August 14, 2014, authorizing a further issuance of the 4.300% Notes.|
|*5||Opinion and consent of Morgan, Lewis & Bockius LLP.|
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.
|AMERICAN WATER WORKS COMPANY, INC.|
|Dated: August 14, 2014||By:||/s/ Linda G. Sullivan|
|Linda G. Sullivan|
|Senior Vice President and Chief Financial Officer|