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): February 20, 2004
AQUA AMERICA, INC.
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(Exact name of registrant as specified in its Charter)
Pennsylvania 1-6659 23-1702594
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(State or other jurisdiction (Commission (IRS Employee
of incorporation) File Number) Identification No.)
762 Lancaster Avenue
Bryn Mawr, Pennsylvania 19010
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (610) 527-8000
Philadelphia Suburban Corporation
(Former name and former address, if changed since last report)
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Item 5. Other Events.
On February 20, 2004, Aqua America, Inc. (the "Company") entered into a
First Amended and Restated Rights Agreement (the "First Amended and Restated
Rights Agreement") with Equiserve Trust Company, N.A., as Rights Agent, to amend
certain of the provisions of its Rights Agreement, dated as of March 1, 1998
(the "Original Rights Agreement").
The Original Rights Agreement has been amended by the First Amended and
Restated Rights Agreement to eliminate the provisions requiring the concurrence
of a majority of the Continuing Directors (as defined in the Original Rights
Agreement) then in office to give effect to any action, calculation,
interpretation or determination made by the Board of Directors of the Company in
the administration of the Original Rights Agreement and the exercise of rights
or powers granted to the Board of Directors of the Company thereunder and
providing that no effect shall be given to any such action, calculation,
interpretation or determination or exercise of rights of powers unless at least
a majority of the Continuing Directors consent to such action, calculation,
interpretation or determination or exercise of rights of powers.
The First Amended and Restated Rights Agreement is attached to this
report as Exhibit 4. The foregoing description of the amendments to the Original
Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the First Amended and Restated Rights Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
4 First Amended and Restated Rights Agreement, dated as of
February 20, 2004, between Aqua America, Inc. and
Equiserve Trust Company, N.A., as Rights Agent.
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 thereunto duly authorized.
AQUA AMERICA, INC.
By: /s/ Roy H. Stahl
_____________________
Name: Roy H. Stahl
Title: Executive Vice President and General Counsel
Dated: February 24, 2004
Exhibit No. Exhibit
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4 First Amended and Restated Rights Agreement, dated as of February
20, 2004, between Aqua America, Inc. and Equiserve Trust Company,
N.A., as Rights Agent.