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 3,
1998
American States Water Company
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(Exact name of registrant as specified in its charter)
American States Water Company
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California 333-47647 95-
4676679
(State or other (Commission File (IRS
Employer
jurisdiction Number) Identification
No.)
of incorporation)
630 East Foothill Boulevard, San Dimas, California 91773-
9016
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(Address of Principal Executive Offices) (Zip
Code)
Registrant's telephone number including area code: (909) 394-3600
Former name or former address, if changed since last report.)
Not applicable.
<PAGE.
item 5. Other Events.
On August 3, 1998, the Board of Directors of American
States
Water Company, a California corporation (the "Company"), declared
a
distribution of one Right for each outstanding share of common
stock (the
"Common Shares") of the Company. The distribution is to be made
as of
September 22, 1998 (the "Record Date") to the shareholders of
record on
that date. Each Right entitles the registered holder to purchase
from the
Company, initially, one one-thousandth of a share of Junior
Participating
Preferred Stock ("Preferred Shares") at a price of $120 (the
"Purchase
Price"), subject to adjustment. The description and terms of the
Rights
are set forth in a Rights Agreement between the Company and
ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
Preferred Shares purchasable upon exercise of the
Rights
will be entitled to dividends of 1,000 times the dividends, per
share,
declared on the Common Shares and in the event of liquidation will
be
entitled to a minimum preferential liquidating distribution of
$1,000 per
share and an aggregate liquidating distribution, per share, of
1,000 times
the distribution made per Common Share. The holders of Preferred
Shares
will vote together with holders of Common Shares and will be
entitled to
100 votes for each Preferred Share held on the record date. In
the event
of any merger, consolidation or other transaction in which Common
Shares
are exchanged, each Preferred Share will be entitled to receive
1,000 times
the amount received per Common Share.
Because of the Preferred Shares' dividend and
liquidation
rights, the value when issued of the one one-thousandth interest
in a
Preferred Share purchasable upon exercise of each Right should
approximate
the value of one Common Share.
Until the earlier to occur of (i) 10 business days
following
a public announcement that a person or group of affiliated or
associated
persons (an "Acquiring Person") has acquired beneficial ownership
of 15% or
more of the Company's general voting power other than pursuant to
a
Qualified Offer (as defined below), the date of such public
announcement
being called the "Stock Acquisition Date," or (ii) 10 business
days (or
such later date as may be determined by action of the Board of
Directors)
following the commencement of, or announcement of an intention to
make, a
tender offer or exchange offer the consummation of which would
result in
the beneficial ownership by a person or group of 15% or more of
the
Company's general voting power (the date of such earlier
occurrence being
called the "Distribution Date"), the Rights will be evidenced by
the
certificates representing the Common Shares and will be
transferred with
and only with the Common Shares. New Common Share certificates
issued
after the Record Date upon transfer or new issuance of Common
Shares will
contain a notation incorporating the Rights Agreement by
reference, and the
surrender for transfer of any certificate for Common Shares, even
without
such notation or a copy of this Summary of Rights being attached
thereto,
will also constitute the transfer of the Rights associated with
the Common
Shares represented by such certificate. As soon as practicable
following
the Distribution Date, separate certificates evidencing the Rights
("Right
Certificates") will be mailed to holders of record of the Common
Shares as
of the close of business on the Distribution Date and such
separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date.
The Rights will expire on the tenth anniversary of the Record Date
(the
"Final Expiration Date"), unless the Final Expiration Date is
extended or
unless the Rights are earlier redeemed or exchanged by the
Company, as
described below.
The Purchase Price payable, the number of shares or
other
securities or property issuable upon exercise of the Rights, and
the number
of outstanding Rights, are subject to adjustment from time to time
to
prevent dilution.
A QUALIFIED OFFER is a tender offer or exchange offer
for
all outstanding Common Shares which is determined by the non-
affiliated
continuing directors to be fair and otherwise in the best
interests of the
Company and its shareholders.
In the event that any person becomes an Acquiring
Person
other than by a purchase pursuant to a QUALIFIED OFFER, proper
provision
will be made so that each holder of a Right, other than Rights
beneficially
owned by the Acquiring Person (which will not be entitled to the
benefit of
such adjustment) will thereafter have the right to receive upon
exercise
that number of Common Shares or Common Share equivalents having a
market
value of two times the exercise price of the Right.
In the event that, at any time after an Acquiring Person
has
become such, the Company is acquired in a merger or other business
combination transaction (other than a merger which follows a
QUALIFIED
OFFER at the same or a higher price) or 50% or more of its
consolidated
assets or earning power are sold, proper provision will be made so
that
each holder of a Right will thereafter have the right to receive,
upon the
exercise thereof at the then current exercise price of the Right,
that
number of shares of common stock of the acquiring company which at
the time
of such transaction will have a market value of two times the
exercise
price of the Right.
At any time after an Acquiring Person has become such,
the
Board of Directors of the Company may exchange the Rights (other
than
Rights owned by such person or group), in whole or in part, at an
exchange
ratio of one Common Share per Right (subject to adjustment).
Up to and including the tenth business day after a
Stock
Acquisition Date, the Board of Directors of the Company may redeem
the
Rights in whole, but not in part, at a price of $.01 per Right
(the
"Redemption Price"). Immediately upon any redemption of the
Rights, the
right to exercise them will terminate and the only right of the
holders
will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board
of
Directors without the consent of the holders of the Rights at any
time
prior to the Distribution Date. Thereafter the Rights may be
amended to
make changes which do not adversely affect the interests of the
holders of
the Rights, or which shorten or lengthen time periods, subject to
certain
limitations set forth in the Rights Agreement.
Until a Right is exercised, the holder thereof, as
such,
will have no rights as a shareholder of the Company.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
4.1 Rights Agreement dated as of
August 3, 1998 by and between the Company and
ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated by reference to
the Form 8-A filed with the Securities and
Exchange Commission on August 20, 1998).
<PAGE>
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 STATES WATER COMPANY
/s/ McClellan Harris III
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By: McClellan Harris III
Vice President - Finance,
Chief Financial Officer,
Treasurer and Secretary
DATED: August 19, 1998
