EXHIBIT 2
VIVENDI
42 Ave de ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ 08
France
June 29, 1998
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Chairman, President and
Chief Executive Officer
Philadelphia Suburban Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
Re: Consumers Water Company
Dear ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇:
It is Vivendi's understanding that Philadelphia Suburban
Corporation ("PSC") and Consumers Water Company ("Consumers") are entering into
an Agreement and Plan of Merger, dated as of June 27, 1998 (the "Merger
Agreement") which Merger Agreement generally provides for the merger (the
"Merger") of Consumers into Consumers Acquisition Company, a Pennsylvania
corporation and wholly owned subsidiary of PSC, and the conversion of the issued
and outstanding common shares of Consumers into common shares of PSC, as
described in the draft press release attached hereto ("Press Release").
As you are aware, Vivendi and its affiliates hold 2,040,659
shares of common stock in Consumers (the "Consumers Common Stock") and 3,651,866
shares of common stock in PSC (the "PSC Common Stock").
The purpose of this letter is to inform PSC that ▇▇▇▇▇▇▇ intends
to vote (or cause to be voted) all of the Consumers Common Stock over which
Vivendi or its affiliates have voting authority in favor of (i) the Merger
Agreement and (ii) the Merger, on the terms described in the Press Release, at
any meeting of the shareholders of Consumers called to vote on such matters or
in any other circumstance upon which a vote, consent, or other approval with
respect to the Merger is sought.
In addition, ▇▇▇▇▇▇▇ intends to surrender the certificate or
certificates representing the Consumers Common Stock over which ▇▇▇▇▇▇▇ has
authority to PSC upon consummation of the Merger as described in the Merger
Agreement.
Finally, ▇▇▇▇▇▇▇ intends to vote (or cause to be voted) all of
the PSC Common Stock over which ▇▇▇▇▇▇▇ or its affiliates has voting authority
in favor of (i) the Merger Agreement, (ii) the Merger, and (iii) the
authorization or issuance of shares of PSC Common Stock in connection with the
Merger, at any meeting of shareholders of PSC called to vote on such matters or
any adjournment thereof or in any other circumstance upon which a vote, consent,
or other approval with respect to the Merger is sought.
As you are aware, pursuant to a letter agreement dated February
7, 1987, ▇▇▇▇▇▇▇ has granted a right of first refusal in respect of its
Consumers Common Stock in favor of Consumers, which is exercisable in certain
circumstances. ▇▇▇▇▇▇▇'s intentions described above are subject to any rights of
Consumers under that letter agreement.
Sincerely,
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Financial Officer