Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE
13G
Under
the Securities Exchange
Act of 1934
(Amendment
No. 1)
American
Water Works Company, Inc.
(Name of
Issuer)
Common
Stock, $0.01 par value
per share
(Title
of Class of Securities)
030420103
RWE Aktiengesellschaft
Opernplatz
1
D-45128
Essen, Germany
011 49
201 12 00
with a
copy to:
William V. Fogg,
Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New York,
NY 10019
1 212 474
1000
December
31, 2009
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
o Rule
13d-1(c)
x Rule
13d-1(d)
|
CUSIP
No.030420103
|
|
(1)
|
Names
of reporting person: RWE Aktiengesellsc
haft
I.R.S.
Identification Nos. of above persons (entities
only): N/A
|
|||||||
|
(2)
|
Check
the appropriate box if a member of a group:
|
|||||||
|
(a) ¨
|
||||||||
|
(b) ¨
|
||||||||
|
(3)
|
SEC
use only:
|
|||||||
|
(4)
|
Place
of incorporation: Federal Republic of Germany
|
|||||||
|
Number
of
shares
beneficially
owned
by
each
reporting
person
with:
|
(5) Sole
Voting Power: 0
|
|
|
(6) Shared
Voting Power:
|
||
|
(7) Sole
Dispositive Power: 0
|
||
|
(8) Shared
Dispositive Power:
|
||
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 0
|
|||||||
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares: ¨
|
|||||||
|
(11)
|
Percent
of Class Represented by Amount in Row (9): 0
|
|||||||
|
(14)
|
Type
of Reporting Person: CO
|
|||||||
2
|
CUSIP
No. 030420103
|
|
(1)
|
Names
of reporting person: RWE Aqua Holdings GmbH (1)
I.R.S.
Identification Nos. of above persons (entities
only): N/A
|
||||||||
|
(2)
|
Check
the appropriate box if a member of a group:
|
||||||||
|
(a) ¨
|
|||||||||
|
(b) ¨
|
|||||||||
|
(3)
|
SEC
use only:
|
||||||||
|
(4)
|
Citizenship: Federal
Republic of Germany
|
||||||||
|
Number
of
shares
beneficially
owned
by
each
reporting
person
with:
|
||
|
(5) Sole
Voting Power:
|
||
|
(6) Shared
Voting Power: 0
|
||
|
(7) Sole
Dispositive Power:
|
||
|
(8) Shared
Dispositive Power: 0
|
|
(9)
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 0
|
|||
|
(10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain
Shares: ¨
|
|||
|
(11)
|
Percent
of Class Represented by Amount in Row (9): 0%
|
|||
|
(12)
|
Type
of Reporting Person: HC
|
(1) RWE
Aqua Holdings GmbH is a direct wholly-owned subsidiary of RWE
Aktiengesellschaft.
3
|
Item
1(a).
|
Name
of Issuer:
|
|
American
Water Works Company, Inc.
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
|
The
principal executive offices of American Water Works Company, Inc. are
located at
1025
Laurel
Oak Road, Voorhees, New Jersey
08043.
|
|
Item
2(a).
|
Name
of Person Filing:
|
|
RWE
Aktiengesellschaft
|
|
RWE
Aqua Holdings GmbH
|
|
Item
2(b).
|
Address
of Principal Business Office or, if none,
Residence:
|
|
The address of the principal business
office of RWE Aktiengesellschaft is Opernplatz 1, D-45128 Essen,
Germany.
|
|
The address of the principal business
office of RWE Aqua Holdings GmbH is Opernplatz 1, D-45128 Essen,
Germany.
|
|
Item
2(c).
|
Citizenship:
|
|
RWE
Aktiengesellschaft is a corporation organized under the laws of the
Federal Republic of Germany.
|
|
RWE
Aqua Holdings GmbH is a limited liability company organized under the laws
of the Federal Republic of Germany.
|
4
|
Common
Stock, $0.01 par value per share
|
|
Item
2(e).
|
CUSIP
Number:
|
|
030420103
|
|
Item
3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the
Act;
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the
Act;
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the
Act;
|
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of
1940;
|
|
(e)
|
o
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G) (Note: See Item
7);
|
|
(h)
|
o
|
A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act;
|
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of
1940;
|
|
(j)
|
o
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(H).
|
|
If this statement is filed
pursuant to Rule 13d-1(c), check this box. o
|
5
|
Item
4.
|
Ownership
|
| A. | RWE Aktiengesellschaft | ||
|
(a)
|
Amount beneficially
owned: 0
|
||
|
(b)
|
Percent
of class: 0%
|
||
|
(c)
|
Number
of shares to which the person has:
|
||
|
(i) Sole
Voting Power: 0
|
|||
|
(ii) Shared
Voting Power:
|
|||
|
(iii) Sole
Dispositive Power: 0
|
|||
|
(iv) Shared
Dispositive Power:
|
|||
| B. |
RWE Aqua Holdings
GmbH
|
||
|
(a)
|
Amount
beneficially owned:
|
||
|
(b)
|
Percent
of class: 0%
|
||
|
(c)
|
Number
of shares to which the person has:
|
||
|
(i) Sole
Voting Power:
|
|||
|
(ii) Shared
Voting Power: 0
|
|||
|
(iii) Sole
Dispositive Power:
|
|||
|
(iv) Shared
Dispositive Power: 0
|
|||
6
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
NA
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
|
NA
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent
Holding
Company or Control Person.
|
|
RWE
Aqua Holdings GmbH
|
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
|
NA
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
NA
|
|
Item
10.
|
Certification.
|
|
NA
|
* Jens
Gemmecke and Christian Ring are signing on behalf of RWE Aktiengesellschaft
pursuant to a power of attorney previously filed with the Securities and
Exchange Commission on April 22, 2008 as Exhibit 24.2 to Form 3, and hereby
incorporated by reference herein.
** Jens
Gemmecke and Christian Ring are signing on behalf of RWE Aqua Holdings GmbH pursuant to a power of
attorney previously filed with the Securities and Exchange Commission on April
22, 2008 as Exhibit 24.1 to Form 3, and hereby incorporated by reference
herein.
7
SIGNATURE
After
reasonable inquiry and to the best of his and its knowledge and belief, each of
the following certifies that the information set forth in this statement is
true, complete and correct.
|
Date: February
5, 2010
|
|||
|
RWE
Aktiengesellschaft
|
|||
|
By:
|
/s/ Jens Gemmecke | ||
|
Jens
Gemmecke, by power of attorney*
|
|||
|
By:
|
/s/ Christian Ring | ||
|
Christian
Ring, by power of attorney*
|
|||
|
Date: February
5, 2010
|
|||
|
RWE
Aqua Holdings GmbH
|
|||
|
By:
|
/s/ Jens Gemmecke | ||
|
Jens
Gemmecke, by power of attorney**
|
|||
|
By:
|
/s/ Christian Ring | ||
|
Christian
Ring, by power of attorney**
|
|||
8
Exhibit
Index
Exhibit
A Agreement of Joint Filing as required
by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*
________
*
Incorporated herein by reference to the Agreement of Joint Filing, dated as of
February 13, 2009, which was previously filed with the Commission as Exhibit 1
to the S
chedule 13G filed on February 13, 2009 (SEC File No. 005-84683) by RWE
Aktiengesellschaft.
9