-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QwfBe02PDmMsqYPHSGOY4Tiaxys0WmrZf235wx3PFjoJUSOIZ1Mf/lOLEz7UApNE sWVIRZHow9iIZt1EJVPATA== 0000950123-03-012944.txt : 20031119 0000950123-03-012944.hdr.sgml : 20031119 20031119170607 ACCESSION NUMBER: 0000950123-03-012944 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031119 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL WATERWORKS INC CENTRAL INDEX KEY: 0001211010 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-102430 FILM NUMBER: 031013557 MAIL ADDRESS: STREET 1: 200 WEST HIGHWAY 6 STREET 2: SUITE 620 CITY: WACO STATE: TX ZIP: 76712 8-K 1 y91974e8vk.txt FORM 8-K UNITED STATES 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): November 19, 2003 NATIONAL WATERWORKS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-102430 05-0532711 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 200 West Highway 6, Suite 620 Waco, Texas 76712 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (254) 772-5355 Item 9. Regulation FD Disclosure 99.1 Press release dated November 19, 2003 announcing that the Registrant is withdrawing the consent solicitation with respect to an amendment to the Restricted Payments covenant of the indenture governing its 10.50% Senior Subordinated Notes due 2012. This Current Report on Form 8-K and the press release attached hereto concerning the withdrawal of a consent solicitation are being furnished by National Waterworks, Inc. (the "Registrant") pursuant to Item 9 ("Regulation FD Disclosure") of Form 8-K, insofar as they disclose certain actions of the Registrant going forward. On November 19, 2003, the Registrant issued a press release announcing that it is withdrawing the consent solicitation with respect to an amendment to the Restricted Payments covenant of the indenture governing its 10.50% Senior Subordinated Notes due 2012. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 9 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 2 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. NATIONAL WATERWORKS, INC. (Registrant) November 19, 2003 By: /s/ Mechelle Slaughter ---------------------- Name: Mechelle Slaughter Title: Chief Financial Officer 3 Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press release of National Waterworks, Inc. dated November 19, 2003 announcing that it is withdrawing the consent solicitation with respect to an amendment to the Restricted Payments covenant of the indenture governing its 10.50% Senior Subordinated Notes due 2012 4 EX-99.1 3 y91974exv99w1.txt PRESS RELEASE [NATIONAL WATERWORKS LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE NATIONAL WATERWORKS, INC. TO TERMINATE CONSENT SOLICITATION WITH RESPECT TO A PROPOSED AMENDMENT TO RESTRICTED PAYMENTS COVENANT Waco, Texas-(BUSINESS WIRE)-November 19, 2003-National Waterworks, Inc. (the "Company": NATLWW) announces that it is withdrawing its consent solicitation (the "Consent Solicitation") to amend the Restricted Payments covenant in the indenture governing its 10.50% Senior Subordinated Notes due 2012 (the "Notes") to permit payment of the dividend as described in the Consent Solicitation Statement dated October 29, 2003 (the "Consent Solicitation Statement"). The Company has elected to withdraw the Consent Solicitation effective immediately upon release hereof. The Company will continue to consider paying a dividend to the extent permitted by the indenture governing the Notes. Questions related to the termination of the Consent Solicitation should be directed to Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attn: Credit Liability Management, (800) 828-3182, in its capacity as a solicitation agent in connection with the Consent Solicitation. National Waterworks distributes a full line of pipes, fittings, valves, meters, fire hydrants and other components that are used to transport clean water and wastewater between reservoirs and treatment plants and residential and commercial locations. Its products are integral to building, repairing, and maintaining waste and wastewater (sewer) systems and serve as part of the basic municipal infrastructure. Through its network of over 130 branches in 35 states, it sells directly to municipalities and to contractors who serve municipalities and also perform residential, commercial and industrial waterworks projects. - ------------------------ Source: National Waterworks, Inc. Contacts: National Waterworks, Inc. Thomasville, GA Judy Barrow, 229-227-8611 judy.barrow@natlww.com -----END PRIVACY-ENHANCED MESSAGE-----