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): August 2, 2001 AMERICAN WATER WORKS COMPANY, INC. ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0001-03437 51-0063696 ------------------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction of Incorporation) File Number) dentification No.) 1025 Laurel Oak Road, P. O. Box 1770, Voorhees, NJ 08043 ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (Registrants' Telephone Number, Including Area Code): (856) 346-8200 Not Applicable ------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events American Water Works Company, Inc., a Delaware corporation ("American Water Works"), American Water Services, Inc., a Delaware corporation ("American Water Services") and Azurix Corp., a Delaware corporation, entered into a definitive Purchase and Sale Agreement dated as of August 2, 2001 whereby American Water Services will acquire Azurix North America Corp. and Azurix Industrials Corp. The transaction was announced in a press release issued by American Water Works on August 6, 2001. The Purchase and Sale Agreement is attached as Exhibit 2.1 to this report and incorporated by reference herein. The press release announcing the transaction is attached as Exhibit 99.1 to this report and incorporated by reference herein. Item 7. Financial Statements and Exhibits (a) Financial Statements: Not Applicable (b) Pro Forma Financial Information: Not Applicable (c) Exhibits Exhibit No. Description ----------- ----------- 2.1 Purchase and Sale Agreement dated as of August 2, 2001 by and among Azurix Corp., American Water Services, Inc. and American Water Works Company, Inc. 99.1 Press Release of American Water Works, issued August 6, 2001, announcing the agreement to acquire Azurix North American Corp. and Azurix Industrials Corp. SIGNATURES 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. By: /s/ W. Timothy Pohl ------------------------------- Name: W. Timothy Pohl Title: General Counsel and Secretary Date: August 7, 2001 EXHIBIT INDEX Exhibit No. Description ---------- ----------- 2.1 Purchase and Sale Agreement dated as of August 2, 2001 by and among Azurix Corp., American Water Services, Inc. and American Water Works Company, Inc. 99.1 Press Release of American Water Works, issued August 6, 2001, announcing the agreement to acquire Azurix North American Corp. and Azurix Industrials Corp.