<PAGE>
As filed with the Securities and Exchange Commission on August 8, 1996
Registration No.333-7307
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 1 TO FORM S-3
------------------
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1242500
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
130 East Market Street
York, Pennsylvania 17405
(717) 845-3601
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
William T. Morris
President
The York Water Company
130 East Market Street
York, Pennsylvania 17405
(717) 845-3601
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Michael W. Gang
Morgan, Lewis & Bockius LLP
One Commerce Square
417 Walnut Street
Harrisburg, Pennsylvania 17101-1904
----------------------------
Approximate date of commencement of proposed sale to which this
Registration Statement relates: From time to time after this Registration
Statement becomes effective.
If only the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
--------------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
Prospectus [LOGO APPEARS HERE]
- ----------
80,000 Shares
THE YORK WATER COMPANY
Common Stock
The York Water Company (the "Company") is offering to the holders of its
common stock, par value $10.00 per share (the "Common Stock"), non-transferable
subscription rights (the "Subscription Rights") to purchase up to an aggregate
of 80,000 shares of Common Stock (the "Shares"). Holders of record of Common
Stock of the Company as of the close of business on August 1, 1996 (the
"Shareholders") have been granted one Subscription Right for every four (4)
shares of Common Stock owned of record as of such date. No fractional shares of
Common Stock will be issued upon the exercise of Subscription Rights. Any
fractional Share to which subscribing Shareholders would otherwise be entitled
will be rounded up or down to the nearest whole Share. Each Subscription Right
entitles the holder thereof to purchase one Share at a purchase price of $67.45
per Share, subject to proration in the event Shareholders subscribe for more
than 80,000 shares of Common Stock (the "Basic Subscription Right"). See "Plan
of Distribution - Basic Subscription Amount." The number of Basic Subscription
Rights to which each Shareholder is entitled (the "Basic Subscription Amount")
is set forth on the pre-printed label on the subscription form which accompanies
this Prospectus (the "Subscription Form").
Shareholders shall have until 5:00 P.M. Eastern Daylight Savings Time on
September 16, 1996 (the "Expiration Date") to exercise their Subscription
Rights. As a result, the Company will not issue Shares pursuant to the exercise
of Subscription Rights on or prior to September 15, 1996, the anticipated record
date for the third quarter Common Stock dividend, and such dividend will not be
declared and payable with respect to the Shares issuable pursuant to the
exercise of Subscription Rights. If less than all of the Shares have been
subscribed for as of the Expiration Date, Shareholders who subscribe for the
entire Basic Subscription Amount are eligible to purchase, for $67.45 per Share,
the remaining unsubscribed Shares (the "Oversubscription Privilege"). See "Plan
of Distribution--Oversubscription Privilege." Shareholders are not obligated to
exercise any or all of the Subscription Rights allotted to them hereunder.
The offering of Shares by the Company is conditioned upon the subscription
of a minimum of 40,000 Shares prior to the Expiration Date, unless such
condition is waived by the Company. Pending the issuance of Shares, all
subscription funds will be held in a separate, interest bearing bank account of
the Company. The offering of Shares may be modified or terminated by the
Company at any time.
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________
THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN DAYLIGHT SAVINGS TIME ON
SEPTEMBER 16, 1996, UNLESS EXTENDED BY THE COMPANY.
<PAGE>
<TABLE>
<CAPTION>
============================================================================
Underwriting
Price to Discounts Proceeds to
Public and Commissions(1) Company(2)
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share ........... $ 67.45 -0- $ 67.45
- ----------------------------------------------------------------------------
Total Minimum ....... $2,698,000 -0- $2,698,000
- ----------------------------------------------------------------------------
Total Maximum ....... $5,396,000 -0- $5,396,000
============================================================================
</TABLE>
(1) The offering will be made directly by the Company without the payment of
any underwriting discounts, commissions or brokers' fees to any third
party.
(2) Before deducting expenses, estimated at $75,000, payable by the Company.
The date of this Prospectus is August 8, 1996
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<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Prospectus, and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create an indication
that there has been no change in the affairs of the Company since the date
hereof. This Prospectus does not constitute an offer or solicitation by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making such offer is not qualified to do so or to anyone to whom it
is unlawful to make such offer or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Such reports, proxy statements
and other information can be inspected and copied at the public reference
facilities of the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549-1004 and at the following Regional Offices of the SEC: Chicago Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL
60621-2511, and New York Regional Office, Seven World Trade Center, New York, NY
10048. Copies of such materials can be obtained at prescribed rates from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549-1004. Information, as of particular dates, concerning the directors and
officers of the Company, their remuneration and any material interest of such
persons in transactions with the Company is disclosed in proxy statements
distributed to shareholders of the Company and filed with the SEC.
The Company has filed with the SEC under the Securities Act of 1933, as
amended (the "Securities Act"), a Registration Statement on Form S-3 (including
all amendments and exhibits thereto, the "Registration Statement") with respect
to the securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. The
Registration Statement, including any amendments and exhibits thereto, is
available for inspection and copying as set forth above. Statements contained
in this Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
The Company........................................................ 5
Recent Developments................................................ 5
Selected Financial Data............................................ 6
Use of Proceeds.................................................... 6
Plan of Distribution............................................... 7
The Offering............................................... 7
Purchase Period............................................ 7
Basic Subscription Amount.................................. 7
Basic Subscription Procedure............................... 8
Oversubscription Privilege................................. 8
Exercising the Oversubscription Privilege.................. 8
Exercising Subscription Rights through Brokers and Dealers. 9
Company's Right to Reject or Waive Defective
Subscriptions............................................ 9
Non-Transferability of Subscription Rights................. 10
Minimum Condition of Offering.............................. 10
Withdrawal Rights of Company............................... 10
Escrow of Subscription Funds............................... 10
Irrevocability of Subscriptions............................ 10
Issuance of Shares......................................... 10
Regulatory Obligations..................................... 11
Federal Income Tax Consequences............................ 11
Determination of Offering Price.................................... 11
Description of the Company's Common Stock.......................... 12
Legal Opinion...................................................... 14
Experts............................................................ 14
Incorporation of Certain Documents by Reference.................... 14
Subscription Form.................................................. 16
Instructions to Subscription Form.................................. 20
General Instructions............................................... 20
Example of Subscription Form....................................... 22
</TABLE>
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<PAGE>
THE COMPANY
The Company is a Pennsylvania corporation which was incorporated by
Special Act of the General Assembly of Pennsylvania in 1816. It is the oldest
investor-owned water utility in Pennsylvania. The Company is engaged in the
business of impounding, purifying and distributing water within its franchised
territory, which is located within York County, Pennsylvania. The Company
presently operates under the Pennsylvania Business Corporation Law and the
Pennsylvania Public Utility Code and is subject to regulation by the
Pennsylvania Public Utility Commission (the "PPUC"). The Company has no direct
competitors within its area of operations.
The Company's franchised territory is comprised of approximately 275
square miles and includes portions of the City of York, the Boroughs of Hallam,
Jacobus, Jefferson, Loganville, Manchester, Mount Wolf, East Prospect, New
Salem, North York, Seven Valleys, West York, York Haven and Yorkana and portions
of the Townships of Codorus, East Manchester, Hellam, Jackson, Lower Windsor,
Manchester, North Codorus, Spring Garden, Springettsbury, Springfield, West
Manchester, Windsor and York. The portion of York County serviced by the
Company is located in the south-central part of Pennsylvania, about 80 miles
west of Philadelphia, 23 miles south of Harrisburg and 20 miles north of the
Maryland border. The population of York County in 1990 was 337,617 according to
the U.S. Census Bureau. During the five-year period ended in 1995, the Company
maintained increased growth with respect to its customers and the distribution
facilities which it has placed into service.
The address of the Company is 130 East Market Street, York,
Pennsylvania 17405-7089, and its telephone number is (717) 845-3601.
RECENT DEVELOPMENTS
The Company's water rates are regulated by the PPUC. Within the past
several years the Company has filed written applications for rate increases with
the PPUC and has been granted rate relief as the result of such requests.
Generally, such requests have been made on an approximate 21 month basis, and
relief has been granted within an average of seven months following each such
request. The most recent formal rate request was filed by the Company on May 9,
1996, seeking a 9.6% increase in annual revenues (or approximately $1,534,000 in
additional annual operating revenues). On August 7, 1996, the Company filed
with the PPUC a Joint Petition for Settlement ("Joint Petition"), which was
executed by all parties to the proceedings, concerning the Company's proposed
increase in rates. The Joint Petition proposes a settlement of all issues in
the proceeding and provides for increases in rates designed to produce an
increase in annual revenues of $960,000 or approximately 6.0%. The Joint
Petition must be approved by the presiding Administrative Law Judge and the PPUC
before increased rates may become effective. The Company has requested that the
increases in rates be made effective for service on, and after, September 5,
1996, or as soon thereafter as possible.
During 1995, the Company incurred approximately $5.3 million in
capital expenditures and anticipates capital expenditures of approximately $5.4
million for 1996. The Company anticipates satisfying such requirements through
internally generated funds, customer advances and short-term borrowings. The
receipt of approximately $5.3 million in net proceeds from the sale of Shares
pursuant to the exercise of the Subscription Rights, assuming all Shares are
purchased pursuant to the Subscription Rights, will be used to repay short-term
borrowings. See "Use of Proceeds." For the fiscal years 1997 and 1998, the
Company projects approximately $3.7 million and $3.9 million in construction
expenditures. In order to meet these projected capital expenditures, the
Company anticipates raising funds through internally generated funds, customers'
advances, short-term borrowings and proceeds from the issuance of common stock
under its employee stock purchase plan and dividend reinvestment plan. As of
July 31, 1996, the Company had $5.931 million available for borrowing pursuant
to its existing $11 million bank lines of credit.
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<PAGE>
SELECTED FINANCIAL DATA
The following table sets forth certain selected historical financial
information for the Company which has been derived from and should be read in
conjunction with, and is qualified in its entirety by, the financial statements
of the Company, including the notes thereto, incorporated by reference in this
Prospectus. Interim unaudited data for the six month periods ended June 30,
1996 and 1995 reflect, in the opinion of management, all adjustments (consisting
only of normal recurring adjustments) necessary for a fair presentation of such
data. Results for the periods ended June 30, 1996 and 1995 are not necessarily
indicative of results which may be expected for any other period or for the
fiscal year as a whole.
<TABLE>
<CAPTION>
Six Months Ended
June 30, Year Ended December 31
----------------------- ------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Water operating revenues....... $ 7,546,695 $ 7,532,321 $15,449,296 $14,755,707 $14,201,756 $13,216,692 $13,021,354
Operating expenses............. 4,311,940 4,491,025 9,119,832 8,881,499 8,591,315 7,932,765 7,723,259
Income taxes................... 583,413 629,908 1,419,907 1,055,448 1,285,799 765,278 931,408
Operating income............... 2,651,342 2,411,388 4,909,557 4,818,760 4,324,642 4,518,649 4,366,687
Interest expense............... 1,452,641 1,365,377 2,738,846 2,720,535 3,045,872 2,609,708 2,619,323
Gain on sale of land........... -- -- -- 215,417 842,002 -- --
Other income, net.............. 65,550 89,899 141,536 131,036 430,111 259,177 279,004
Net income..................... 1,264,251 1,135,910 2,312,247 2,444,678 2,550,883 2,168,118 2,026,368
Per Common Share Data:
Book value..................... $ 34.51 $ 33.92 $ 34.16 $ 33.75 $ 33.12 $ 32.31 $ 30.28
Net income..................... 1.98 1.80 3.66 3.91 4.13 3.71 3.70
Cash dividends declared........ 1.80 1.80 3.60 3.60 3.60 3.68 3.68
Number of shares outstanding
at period-end............... 641,109 633,498 637,374 629,684 621,817 613,889 551,243
Utility Plant:
Original cost.................. $90,594,587 $85,837,539 $88,710,279 $83,642,650 $77,241,368 $71,624,043 $69,108,568
Construction expenditures...... 2,011,361 2,276,805 5,256,959 6,629,903 6,040,584 2,777,903 3,568,214
Balance Sheet Data:
Total assets................... $92,216,478 $88,154,280 $90,459,706 $86,967,330 $84,738,162 $80,330,004 $69,613,666
Long-term debt................. 32,000,000 32,000,000 32,000,000 32,000,000 32,000,000 34,966,327 29,531,111
</TABLE>
USE OF PROCEEDS
The net proceeds of the offering, assuming the sale of all Shares
being offered hereby, are estimated to be approximately $5.321 million, after
deducting expenses of the offering estimated to be approximately $75,000.
Approximately $5.321 million of such net proceeds will be used to retire short-
term debt. If less than $5.321 million is received, the Company will fund its
remaining capital expenditure requirements by drawing down additional amounts
from its existing bank lines of credit.
-6-
<PAGE>
PLAN OF DISTRIBUTION
The Offering
The Company is offering non-transferable Subscription Rights to
purchase up to a maximum of 80,000 shares of its Common Stock (the Shares) at a
subscription price of $67.45 per Share (the "Purchase Price"). The offering of
Shares through Subscription Rights (the "Offering") will be made directly by the
Company to the Shareholders.
Each Shareholder of the Company as of the close of business on August
1, 1996 will receive one Subscription Right for every four (4) shares of Common
Stock owned as of such date (the "Record Date"). Each Subscription Right
entitles the holder thereof to purchase one Share for each Subscription Right,
subject to proration in the event Shareholders subscribe for an aggregate of
more than 80,000 shares of Common Stock in accordance with the basic
subscription procedure set forth herein (the "Basic Subscription Procedure").
Fractional Subscription Rights will not be granted, and Shareholders who would
otherwise be entitled to receive a fractional Subscription Right will receive
the number of Subscription Rights rounded up or down to the nearest whole
Subscription Right. The Basic Subscription Amount to which each Shareholder is
entitled is set forth on the pre-printed label on the Subscription Form which
accompanies this Prospectus. Beneficial owners of Common Stock held in "street
name" should refer to "Exercising Subscription Rights through Brokers and
Dealers."
Subject to the allocation described below, each Subscription Right
also carries the right to subscribe at the Purchase Price for additional Shares
(the "Oversubscription Privilege"), up to the amount offered hereby. All
beneficial holders who exercise the Basic Subscription Right in full will be
entitled to exercise the Oversubscription Privilege in accordance with the
additional subscription procedure described below in "Exercising the
Oversubscription Privilege." Shareholders are under no obligation to exercise
any or all of the Subscription Rights which have been granted to them pursuant
to the Offering.
Purchase Period
Shareholders shall have until 5:00 P.M. Eastern Daylight Savings Time
("EDST") on September 16, 1996 (the "Expiration Date") to deliver properly
exercised Subscription Rights to the Company, in accordance with the procedure
described below in "Basic Subscription Procedure." The Offering will expire at
5:00 P.M. EDST on the Expiration Date, unless extended by the Company. All
Subscription Rights which have not been exercised prior to the Expiration Date
will terminate and become null and void for all purposes.
Basic Subscription Amount
Shareholders shall receive one Subscription Right for every four (4)
shares of Common Stock which are held as of the Record Date. Subscription
Rights will entitle the holders thereof to purchase, at the Purchase Price, one
Share for each Subscription Right which is held. However, in the event
Shareholders subscribe for an aggregate of more than 80,000 Shares through the
exercise of their Basic Subscription Rights, the Company will issue 80,000
shares of Common Stock on a pro rata basis (adjusted by rounding up or down to
the nearest whole Share to avoid the issuance of fractional Shares), based upon
the number of Subscription Rights validly exercised. For instance, if
Shareholder A exercised in full its Basic Subscription Right for 100 Shares and
Shareholders subscribed for an aggregate of 100,000 shares of Common Stock, the
Company would issue 80 Shares to Shareholder A and 80,000 Shares to all
Shareholders.
The Company will promptly refund to subscribing Shareholders, without
interest or deduction, all subscription funds which are not applied against the
purchase of Shares due to any such proration of Shares. No fractional
Subscription Rights will be granted. Shareholders who would otherwise be
entitled to a fractional Subscription Right will receive the number of
Subscription Rights rounded up or down to the nearest whole Subscription Right.
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<PAGE>
Basic Subscription Procedure
Shareholders may exercise their Subscription Rights by completing and
signing the accompanying Subscription Form in accordance with the instructions
attached thereto and by mailing or delivering the completed Subscription Form
to:
The York Water Company
130 East Market Street,
York, Pennsylvania 17405-7089
Attention: Lois L. Shultz, Assistant Secretary
The completed Subscription Form and full payment of the Purchase Price must be
received by the Company on or before the Expiration Date in order for Shares to
be validly purchased under the Basic Subscription Procedure. Payment of the
Purchase Price for all Shares subscribed must be made by personal, certified or
cashier's check, or money order, payable to the order of the Company. A return
envelope has been provided for the convenience of the Shareholders. The risk of
delivery of the Subscription Form and payment of the Purchase Price to the
Company shall be borne by the Shareholder exercising Subscription Rights and not
by the Company. Shareholders are recommended to use certified or registered
mail, return receipt requested, for all returns which are sent by mail.
Oversubscription Privilege
All Shareholders who have fully purchased the Basic Subscription
Amount allotted to them are eligible to purchase, at the Purchase Price, any
unsubscribed Shares pursuant to the Oversubscription Privilege. There is no
limit on the number of Shares which a Shareholder may subscribe for under the
Oversubscription Privilege.
The only Shares available for additional subscription are those Shares
which remain unsubscribed under the Basic Subscription Procedure. If the amount
of unsubscribed Shares is insufficient to satisfy all additional subscription
requests, the available Shares will be allotted among those Shareholders
electing to subscribe for additional Shares on a pro rata basis in proportion,
not to the number of Shares requested pursuant to the Oversubscription
Privilege, but to the number of Shares each beneficial holder exercising the
Oversubscription Privilege has purchased pursuant to Basic Subscription
Privilege; provided, however, that if such pro rata allocation results in any
--------
Shareholder being allocated a greater number of additional Shares than such
Shareholder subscribed for pursuant to the exercise of such Shareholder's
Oversubscription Privilege, then such holder will be allocated only such number
of additional Shares as such Shareholder subscribed for and the remaining
additional Shares will be allocated among all other Shareholders exercising the
Oversubscription Privilege.
Exercising the Oversubscription Privilege
Shareholders who purchase the entire Basic Subscription Amounts
allotted to them may purchase additional unsubscribed Shares by completing the
accompanying Subscription Form in accordance with the instructions described
below in "Instructions to Subscription Form." A down payment equal to 10% of
the Purchase Price for the additional Shares must be made at the same time
payment is made for Shares purchased under the Basic Subscription Procedure.
Within five business days after the Expiration Date, the Company will mail to
each Shareholder who properly subscribed for additional Shares an invoice which
sets forth the exact number of additional Shares which are available for
purchase and the exact amount of the balance due from the Shareholder with
respect to such additional Shares. Payment for the additional Shares must be
made by personal, certified or cashier's check, or money order, payable to the
order of the Company and must be received by the Company within 15 business days
following the Expiration Date. If the full amount of such balance due has not
been received by the Company within such 15-day period, the 10% down payment
previously paid by the Shareholder will be returned to such Shareholder, without
interest or deduction, and no additional Shares (other than the Shares to be
issued under the Basic Subscription Procedure) will be issued to such
Shareholder.
-8-
<PAGE>
The exact number of additional Shares that will be available will not
be determined until the Expiration Date. If the total number of additional
subscribed Shares exceeds the total number of unsubscribed Shares which are
available, such additional Shares will be allocated on a pro rata basis in
proportion, not to the number of Shares requested pursuant to the
Oversubscription Privilege, but to the number of Shares each beneficial holder
exercising the Oversubscription Privilege has purchased pursuant to Basic
Subscription Privilege; provided, however, that if such pro rata allocation
--------
results in any Shareholder being allocated a greater number of additional Shares
than such Shareholder subscribed for pursuant to the exercise of such
Shareholder's Oversubscription Privilege, then such holder will be allocated
only such number of additional Shares as such Shareholder subscribed for and the
remaining additional Shares will be allocated among all other Shareholders
exercising the Oversubscription Privilege. The Company will promptly refund to
subscribing Shareholders, without interest or deduction, subscription funds
which are not applied against the purchase of additional Shares due to any such
proration of Shares.
Exercising Subscription Rights through Brokers and Dealers
Shareholders, such as broker-dealers, depositories, banks, agents,
administrators, trustees or their nominees, who hold shares of Common Stock for
the account of others ("Agent Shareholders") should forward this Prospectus to
the respective beneficial owners of such shares as of the Record Date (the
"Street-Name Holders") as soon as possible to ascertain the Street-Name Holders'
intentions and to obtain instructions with respect to their participation in the
Offering. Since Street-Name Holders are not holders of record of Common Stock,
they will not receive Subscription Forms which set forth the number of
Subscription Rights that may be exercised; however, such holders should receive
a letter of instruction from their Agent Shareholder which sets forth the number
of Shares such holders may subscribe for in the Offering through the Agent
Shareholder. The Company will reimburse Agent Shareholders for customary
mailing and handling expenses in forwarding copies of this Prospectus. If a
Street-Name Holder instructs the Agent Shareholder to purchase Shares in the
Offering and forwards proper payment for such Shares, the Agent Shareholder
should complete the Subscription Form and remit funds to the Company to effect
such purchase.
Since an Agent Shareholder may be required to process purchase orders
on behalf of many Street-Name Holders and may complete and forward its
Subscription Form several days prior to the Expiration Date to ensure that
Shares are properly purchased, Street-Name Holders should contact their Agent
Shareholder well in advance of the Expiration Date to make the necessary
arrangements for the purchase of Shares prior to the date the Agent Shareholder
completes and forwards the Subscription Form. A Street-Name Holder may only
acquire additional shares through the Oversubscription Privilege in the event
(i) such holder properly elects to acquire additional Shares and forwards the
appropriate down payment to the Agent Shareholder and (ii) the Agent Shareholder
exercises its entire Basic Subscription Amount.
Company's Right to Reject or Waive Defective Subscriptions
All questions as to the validity of the exercise of any Subscription
Rights or as to the time of receipt of the Subscription Form will be determined
by the Company, which determination shall be final and binding. The Company, in
its sole discretion, reserves the right to waive any defect or irregularity,
permit a defect or irregularity to be corrected within such time as it may
determine or reject any improper exercise of a Subscription Right. The Company
shall not be under any duty to notify any Shareholder of any defects or
irregularities in the exercise of Subscription Rights and shall not incur any
liability for the failure to give any such notification.
The risk of nondelivery of the Prospectus, the Subscription Form, the
Company's invoice for additional subscription Shares, if any, and any and all
payments for subscription amounts due the Company will be borne by the
Shareholder who exercises Subscription Rights and not by the Company. No monies
paid to the Company will be returned to any Shareholder except if (i) 40,000
Shares are not subscribed for or the Company otherwise terminates the Offering,
(ii) there is a proration of Shares, or (iii) the price of allotted additional
Shares is less than
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<PAGE>
the 10% down payment. All monies to be returned by the Company will be mailed
promptly without interest or deduction.
Non-Transferability of Subscription Rights
Subscription Rights may not be sold, transferred, donated, pledged,
assigned or otherwise voluntarily or involuntarily disposed of, except that,
upon the death of any Shareholder, any outstanding Subscription Rights granted
to such Shareholder may be exercised by such Shareholder's duly authorized
representative prior to 5:00 P.M., EDST on the Expiration Date. A Shareholder
who sells shares of Common Stock after the Record Date will still be entitled to
receive Subscription Rights with respect to such Common Stock. Such sale will
not constitute a transfer of the Subscription Rights relating to such shares.
Minimum Condition of Offering
The Offering is conditioned upon the valid exercise of a minimum of
40,000 Subscription Rights prior to the Expiration Date.
Withdrawal Rights of Company
The Company reserves the absolute right to withdraw from, cancel,
modify or terminate the Offering at any time prior to the Expiration Date.
Escrow of Subscription Funds
Pending the issuance of Shares, all subscription funds will be held in
a separate, interest bearing bank account of the Company. In the event the
Company withdraws or terminates the Offering for any reason, the subscription
funds will be refunded promptly to subscribing Shareholders, without interest or
deduction, and the Company will retain the interest earned on such funds, if
any.
Irrevocability of Subscriptions
Once the Company has received an executed Subscription Form, such
Subscription Form shall not be revocable by the Shareholder for any reason.
Delivery of an executed Subscription Form and the required Purchase Price from a
Shareholder to the Company on or before the Expiration Date will constitute a
binding agreement between such Shareholder and the Company in accordance with
the terms and conditions set forth herein.
Issuance of Shares
Shareholders are not required to hold Common Stock through the date
the Shares are issued in order to exercise Subscription Rights and participate
in the Offering. If Shareholders fully subscribe for all Shares through the
exercise of their Basic Subscription Rights, certificates for the Shares will be
issued by the Company as soon as practicable following the Expiration Date
(i.e., September 16, 1996). If Shares remain following the exercise of Basic
Subscription Rights, certificates for all Shares will be issued following the
exercise period for the Oversubscription Privilege (i.e., as soon as practicable
after October 7, 1996). However, in any event, the Company will not issue any
Shares prior to September 15, 1996, the anticipated record date for the third
quarter Common Stock dividend, and, therefore, the third quarter Common Stock
dividend will not be declared and payable for Shares issuable pursuant to the
exercise of Subscription Rights. Prior to the issuance of Shares, a Shareholder
who elects to exercise Subscription Rights shall not be considered to
beneficially own the Shares issuable upon exercise of such Subscription Rights,
and such Shares shall not be deemed to be held of record for any purpose.
Moreover, prior to any issuance of Shares, the Subscription Rights shall not be
deemed to bestow upon Shareholders any voting, dividend or other rights with
respect to the Subscription Rights or the Shares underlying such Subscription
Rights.
-10-
<PAGE>
Regulatory Obligations
The offer and sale of Common Stock pursuant to the Offering is subject
to PPUC approval. On August 8, 1996 the PPUC registered a Securities
Certificate with respect to the Offering, thereby authorizing the distribution
of the Subscription Rights and the issuance of Common Stock.
Federal Income Tax Consequences
The following is a brief summary of some of the federal income tax
consequences relating to the Offering. This summary is based upon the Internal
Revenue Code of 1986, as amended (the "Code"), applicable regulations, judicial
decisions and administrative interpretations of law, all of which are subject to
change or modification. Any change in the current tax laws may or may not be
retroactive. Additionally, state, local or foreign tax laws may have an impact
on certain investors. Since the following is only intended as a brief review,
Shareholders should consult their own tax advisors with respect to the federal
income tax discussion herein, as well as state, local or foreign tax
considerations, insofar as the same are applicable to each Shareholder's tax
situation.
For United States federal income tax purposes, receipt of the
Subscription Rights pursuant to the Offering should be treated as a nontaxable
distribution. A Shareholder will have a zero basis in the Subscription Rights
received in the Offering, except that a portion of such Shareholder's basis in
the Shares shall be allocated to the Subscription Rights (based on the relative
fair market values of the Shares and the Subscription Rights at the time of the
distribution) if (i) such Shareholder exercises Subscription Rights and (ii)
either (A) such Shareholder elects under Section 307 of the Code to make such an
allocation or (B) the fair market value of the Subscription Rights at the time
of the distribution equals or exceeds 15% of the fair market value of the Shares
at that time.
Upon exercise of a Subscription Right, a Shareholder will not
recognize income, gain or loss. The basis of Shares acquired upon exercise of
Subscription Rights will equal the sum of the Purchase Price and such
Shareholder's basis, if any, in the Subscription Rights exercised. The holding
period for Shares will begin on the date of exercise.
No loss will be recognized by a Shareholder who receives Subscription
Rights in the Offering and allows those Subscription Rights to lapse.
DETERMINATION OF OFFERING PRICE
There is no established trading market for the Company's Common Stock
except for sporadic trading in the over-the-counter market. The following table
sets forth, for the periods indicated, the high and low bid prices per share as
compiled by the National Quotation Bureau, Inc. and the per share quarterly
Common Stock dividend declared during the relevant periods. These quotations
represent prices between dealers and do not include retail mark-ups, mark-downs
or commissions, nor do they represent actual transactions.
<TABLE>
<CAPTION>
High Low Quarterly Dividend
------- ------- ------------------
<S> <C> <C> <C>
1994
1st Quarter.......... $58 $58 $.90
2nd Quarter.......... 59 1/2 58 .90
3rd Quarter.......... 61 59 1/2 .90
4th Quarter.......... 63 61 .90
1995
1st Quarter.......... $64 3/4 $63 $.90
2nd Quarter.......... 64 3/4 64 1/4 .90
3rd Quarter.......... 65 1/4 64 1/4 .90
</TABLE>
-11-
<PAGE>
<TABLE>
<S> <C> <C> <C>
4th Quarter.......... 67 3/4 64 1/4 .90
1996
1st Quarter.......... $69 $67 7/8 $.90
2nd Quarter.......... 71 3/4 69 .90
3rd Quarter (through
July 31, 1996)....... 70 69 1/2 --
------------- ----- -- --
</TABLE>
In setting the Purchase Price of $67.45, the Board of Directors of the
Company determined the average published bid and ask prices for Common Stock for
the ten business days preceding the Record Date (the "Recent Market Price") and
subtracted a 5% discount from the Recent Market Price. In determining the
Recent Market Price, the Board of Directors assumed an ask price of $2.00 above
the bid price, in accordance with historic trading patterns, when there was no
trading activity for Common Stock. The Board of Directors selected a 5%
discount to the Recent Market Price for Common Stock based upon the approximate
savings of underwriting fees and third party commissions resulting from the
Company's sale of the Shares directly to the Shareholders. Based on these
considerations, the Board of Directors concluded that the Purchase Price is fair
and reasonable.
DESCRIPTION OF THE COMPANY'S COMMON STOCK
The authorized capital stock of the Company consists of 1,200,000 shares of
Common Stock, with a par value of $10.00 per share. As of June 30, 1996, there
were 641,109 shares of Common Stock outstanding held by approximately 1,237
shareholders of record. After the Offering, assuming all of the Shares offered
hereby are subscribed for and sold, there will be approximately 721,109 shares
of Common Stock outstanding.
Authorized but unissued shares of Common Stock may be issued at any time
and from time to time by the Board of Directors of the Company. Each share of
Common Stock entitles the holder to one vote, except in the election of
directors, where each holder has cumulative voting rights. Cumulative voting
rights allow a shareholder to cast as many votes in an election of Directors as
shall equal the number of such shareholder's shares multiplied by the number of
Directors to be elected, and such shareholder may cast all such votes for a
single Director nominee or distribute votes among two or more nominees in such
proportion as such shareholder sees fit. The Board of Directors of the Company
consists of a total of ten directors, with three separate classes of directors
elected every three years to a staggered three-year term of office. As a result
of this classification, a greater number of votes is required to elect a
director than if the entire Board of Directors were elected at the same time,
thus making it more difficult for Shareholders, even with cumulative voting
rights, to obtain board representation in proportion to their shareholdings.
All shares of Common Stock are entitled to participate pro rata in such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. Subject to the prior rights of creditors, all shares of
Common Stock are entitled in the event of liquidation to participate ratably in
the distribution of all the remaining assets of the Company.
Certain of the Company's trust indentures and agreements relating to its
outstanding indebtedness impose restrictions upon the payment of Common Stock
dividends. In general, these restrictive provisions prohibit the payment of
Common Stock dividends when cumulative dividend payments, over a specified
period of time, exceed cumulative net income, over the same period, plus, in
certain cases, a specified base amount. In view of the Company's historic net
income, management believes that these contractual provisions should not have
any direct, adverse impact on the Company's Common Stock dividend.
Notwithstanding these contractual provisions, the Board of Directors of the
Company periodically considers a variety of factors in evaluating the Company's
Common Stock dividend rate. The continued maintenance of the current Common
Stock dividend rate will be dependent
-12-
<PAGE>
upon (i) the Company's success in financing future capital expenditure
requirements through debt and equity issuances, (ii) the Company's success in
obtaining pending and future rate increases from the PPUC, (iii) future interest
rates, and (iv) other events or circumstances which could have an effect on
operating results.
All outstanding shares of Common Stock are, and upon issuance as set forth
herein the Shares being sold by the Company will be, duly authorized, validly
issued, fully paid and non-assessable. There are no preemptive rights
applicable to any shares of Common Stock.
The Company is subject to the Pennsylvania Business Corporation Law (the
"BCL"), which contains several provisions which may deter, or make more
difficult, attempts to acquire control of the Company. The general effect of
these provisions, which may in certain circumstances be waived by the
shareholders or the Board of Directors of the Company, are described in summary
fashion below.
Subchapter 25E of the BCL provides generally that, if the Company were
involved in a "control transaction," shareholders of the Company would have the
right to demand payment of the fair value of the shares from a "controlling
person or group." For purposes of Subchapter 25E, a "controlling person or
group" is a person or group of persons acting in concert that, through voting
shares, has voting power over at least 20% of the votes which shareholders of
the Company would be entitled to cast in the election of directors. A control
transaction arises, in general, when a person or group acquires the status of a
controlling person or group. Upon the occurrence of a control transaction, the
controlling person or group must give prompt notice to each shareholder of
record of the Company and to the Court of Common Pleas in York County,
Pennsylvania. Shareholders, other than the controlling person or group, would
thereupon be entitled to demand that the controlling person or group pay them
the "fair value" of their shares. The fair value for this purpose may not be
less than the highest price paid per share by the controlling person or group at
any time during the 90 day period ending on and including the date on which the
controlling person or group became such, plus an increment representing any
value which may not be reflected in such price including, without limitation,
value payable for the acquisition of control.
In general, Subchapter 25F of the BCL delays for five years and imposes
conditions upon "business combinations" between an "interested shareholder" and
the Company. The term "business combination" is defined broadly to include
various merger, consolidation, division, exchange or sale transactions,
including transactions utilizing the Company's assets for purchase price
amortization or refinancing purposes. An "interested shareholder," in general,
would be a beneficial owner of at least 20% of the Company's voting shares.
In general, Subchapter 25G of the BCL suspends the voting rights of the
"control shares" of a shareholder that acquires for the first time 20% or more,
33-1/3% or more, or 50% or more of the Company's shares entitled to be voted in
an election of directors. "Control shares" are defined generally to include
shares acquired which result in ownership in excess of any of the above-
specified percentages, plus shares acquired (i) within 180 days of such
acquisitions or (ii) with the intention of effecting such acquisitions. The
voting rights of the control shares generally remain suspended until such time
as the "disinterested" shareholders of the Company vote to restore the voting
power of the acquiring shareholder. Failure to obtain such approval exposes the
owner to the risk of forced sale of the shares to the Company.
Subchapter 25H of the BCL provides in certain circumstances for the
recovery by the Company of profits made upon the sale of Common Stock by a
"controlling person or group" if the sale occurs within 18 months after the
controlling person or group became such and the Common Stock was acquired during
such 18 month period or within 24 months prior thereto. For purposes of
Subchapter 25H, a "controlling person or group," in general, is a person or
group that (i) has acquired, (ii) offered to acquire, or (iii) publicly
disclosed or caused to be disclosed an intention to acquire voting power over
shares that would entitle such person or group to cast at least 20% of the votes
that shareholders of the Company would be entitled to cast in the election of
directors.
Subchapters 25E-25H contain a wide variety of transactional and status
exemptions, exclusions and safe harbors. The foregoing description of
Subchapters 25E-25H of the BCL does not purport to be a complete or a
-13-
<PAGE>
definitive explanation of the BCL's application to transactions in the Company's
securities or related circumstances that may arise in the future.
Corporations and persons owning or holding directly or indirectly five
percent or more of the Common Stock are "affiliated interests" of the Company
under the Pennsylvania Public Utility Code. PPUC approval is required for
contracts or arrangements providing for the furnishing of management,
supervisory, construction, engineering, accounting, legal, financial or similar
services and contracts or arrangements for the purchase, sale, lease or exchange
of any property, right or thing or for the furnishing of any service, property,
right or thing other than those above enumerated, made or entered into between
the Company and any affiliated interest. In addition, PPUC approval would be
required before any person could acquire 20% or more of the outstanding common
stock of the Company.
LEGAL OPINION
The validity of the Shares offered hereby will be passed upon for the
Company by Morgan, Lewis & Bockius LLP, 417 Walnut Street, Harrisburg,
Pennsylvania 17101-1904.
EXPERTS
The financial statements and schedule of the Company as of December 31,
1995 and 1994, and for each of the years in the three-year period ended
December 31, 1995, have been incorporated by reference herein and in the
Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP covering the December 31, 1993 financial
statements refers to a change in the method of accounting for income taxes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Certain documents previously filed by the Company with the SEC pursuant to
the Exchange Act are hereby incorporated by reference in this Prospectus as
follows:
(1) the Annual Report on Form 10-K for the year ended December 31,
1995; and
(2) the Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering of the Shares shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing thereof. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus. All information appearing in this
Prospectus should be read in conjunction with, and is qualified in its entirety
by, the information and financial statements (including notes thereto) appearing
in the documents incorporated herein by reference, except to the extent set
forth in the immediately preceding statement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents referred to above (not including exhibits
thereto, unless such exhibits are specifically incorporated by reference
therein). Written or telephone
-14-
<PAGE>
requests should be directed to: Lois L. Shultz, Assistant Secretary, The York
Water Company, 130 East Market Street, York, Pennsylvania 17405-7089, telephone
number (717) 845-3601.
-15-
<PAGE>
SUBSCRIPTION FORM
for
Shares of Common Stock
THE YORK WATER COMPANY
TO: The York Water Company
130 East Market Street
York, Pennsylvania 17405-7089
GENERAL PROVISIONS APPLICABLE TO BASIC
SUBSCRIPTION AMOUNT AND OVERSUBSCRIPTION PRIVILEGE
The undersigned shareholder (the "Shareholder") of The York Water Company
(the "Company") hereby acknowledges and agrees to the following provisions:
1. The number of Shares that may be acquired upon the exercise of
Subscription Rights granted to the Shareholder ("Subscription Shares") is set
forth on the label above PART A of the Subscription Form.
2. The Shareholder may purchase the Subscription Shares allotted, subject
to proration as described in "Basic Subscription Amount" of the accompanying
Prospectus.
3. The Shareholder may purchase Shares at a purchase price of $67.45 per
Share.
4. The Company reserves the right to reject any defective subscriptions
to purchase Shares.
5. The obligation of the Company to issue Shares to the Shareholder in
accordance with this Subscription Form is subject to the Company's timely
receipt of the required Purchase Price for the Shares, in accordance within the
instructions set forth herein, by personal, certified or cashier's check, or
money order, payable to the order of the Company.
6. The Company's obligation to issue Shares to the Shareholder is further
conditioned upon the subscription of a minimum of 40,000 Shares, unless such
condition is waived by the Company, and the right of the Company to modify or
terminate the Offering at any time.
7. Certificates for Shares shall be issued to the Shareholder by the
Company as soon as practicable (i) following September 16, 1996 if the Offering
is fully subscribed through the Shareholders' exercise of their Basic
Subscription Rights or (ii) following October 7, 1996 if Shares remaining after
the exercise of Basic Subscription Rights are offered pursuant to the
Oversubscription Privilege.
8. Shareholders who exercise Subscription Rights are not obligated to
hold shares of Common Stock continuously through the date the Shares are issued
(as described in paragraph 7 above) in order to receive Shares pursuant to the
exercise of the Subscription Rights.
9. The Subscription Rights granted hereunder may not be sold,
transferred, assigned, pledged, donated or in any way disposed of by the
Shareholder.
-16-
<PAGE>
10. The Shareholder is not obligated to exercise any or all of the
Subscription Rights which have been granted hereunder.
11. The Company's Offering will expire at 5:00 P.M. EDST on September 16,
1996 unless otherwise extended by the Company.
12. The Subscription Form, once executed and delivered to the Company
hereunder, shall not be revocable by the Shareholder.
13. All capitalized terms used herein which have not been defined shall
have the same meanings ascribed to them in this Prospectus.
-17-
<PAGE>
SUBSCRIPTION FORM
for
Shares of Common Stock
THE YORK WATER COMPANY
To: The York Water Company
130 East Market Street
York, Pennsylvania 17405-7089
PART A. BASIC SUBSCRIPTION AMOUNT
<TABLE>
<S> <C>
Shares Eligible For Purchase Upon Exercise of Subscription
Rights, as Allotted to Shareholder ("Subscription Shares"):
-------------------------------------------------------------
(as specified on above label)
Subscription Shares Purchase Price Payment to Company
------------------- -------------- ------------------
x $67.45 per share = $
-------- ------ -----------------------------------
PART B. OVERSUBSCRIPTION PRIVILEGE
Subscription Shares Down Payment
------------------- ------------
* x $67.45 per share x 10% = $
-------- ------ ------------------------------------
TOTAL PAYMENT ENCLOSED $
==================================== **
</TABLE>
- -------------
* Prior to the purchase of any additional Shares under PART B, the
Shareholder is obligated to purchase the maximum amount of
Subscription Shares allotted under PART A. There is no limit on
the number of additional Shares which can be subscribed for in
PART B.
** Include the entire Purchase Price for Subscription Shares
purchased under PART A and the 10% down payment of the Purchase
Price for Subscription Shares purchased, if any, under PART B.
The balance of the Purchase Price for PART B Subscription Shares
will be invoiced by the
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<PAGE>
Company. The Company will not be responsible for failure of
delivery or receipt of any documents or payments relating in
any manner to the subscription procedure. The Company
recommends that you use hand delivery or certified or
registered mail with return receipt requested.
PART C. SHAREHOLDER'S SIGNATURE, ADDRESS AND DATE
Shareholder's Name
---------------------------------------------
(please print)
Shareholder's Address
------------------------------------------
Telephone ( ) Date
---- ------------- -----------------------------
Shareholder's Signature
----------------------------------------
PRIOR TO THE ISSUANCE OF COMMON STOCK PURSUANT TO THE EXERCISE OF SUBSCRIPTION
RIGHTS IN THE OFFERING, THE SUBSCRIPTION RIGHTS SHALL NOT BE DEEMED TO BESTOW
UPON SHAREHOLDERS VOTING RIGHTS, DIVIDEND RIGHTS OR OTHER RIGHTS WITH RESPECT TO
THE SUBSCRIPTION RIGHTS OR THE COMMON STOCK SUBJECT TO THE SUBSCRIPTION RIGHTS.
-19-
<PAGE>
INSTRUCTIONS TO SUBSCRIPTION FORM
1. If you wish to purchase all or part of your BASIC
SUBSCRIPTION AMOUNT, complete PART A and PART C of the SUBSCRIPTION FORM which
accompanies this Prospectus and return it together with proper payment to the
Company.
2. If you wish to purchase all of your BASIC SUBSCRIPTION
AMOUNT in PART A as well as all or part of any available OVERSUBSCRIPTION
PRIVILEGE in PART B, complete PART A, PART B and PART C of the SUBSCRIPTION FORM
and return it together with proper payment to the Company. An example of a
partially completed Subscription Form with Shares and dollar amounts inserted is
set forth immediately hereafter in this Prospectus.
GENERAL INSTRUCTIONS
The total number of Shares you may acquire in the Basic Subscription
is printed on the pre-printed label on the SUBSCRIPTION FORM which accompanies
this Prospectus. One Subscription Right and the full $67.45 Purchase Price
per Share are required for each Share you subscribe for under PART A, together
with the 10% down payment for any subscribed Shares under PART B. Only if you
have purchased the maximum number of Shares available to you under PART A of the
SUBSCRIPTION FORM, may you also subscribe to purchase additional Shares under
PART B. There is no limit on the number of additional Shares which can be
subscribed for in PART B. If sufficient Shares are not available to satisfy
completely all requests for Shares under PART A or PART B, a pro rata allotment,
as described in the Prospectus, will be used to apportion the available Shares
among all Shareholders electing to purchase Shares under PART A or additional
Shares under PART B, with any fractional allotted Shares being rounded up or
down to the nearest whole Share. Subscription Rights may not be transferred or
sold by the Shareholder. Please send your completed SUBSCRIPTION FORM and
required payment in the enclosed return envelope to:
THE YORK WATER COMPANY
130 East Market Street
York, PA 17405-7089
Attention: Lois L. Shultz, Assistant Secretary
To be effective, your completed SUBSCRIPTION FORM and required payment must be
received by the Company on or before 5:00 P.M. EDST on September 16, 1996.
INSTRUCTIONS FOR PART A - If you wish to subscribe under the Basic
Subscription Procedure for all or part of the number of Shares allotted to you,
as set forth on the pre-printed label on the SUBSCRIPTION FORM which accompanies
this Prospectus, please complete PART A of the SUBSCRIPTION FORM as follows:
(1) Enter in PART A the number of Shares you desire to purchase (up to
but not in excess of the number of Shares shown on the label).
(2) Multiply the number of Shares you desire to purchase by the
Purchase Price of $67.45 per Share and enter the resulting amount in the Payment
to Company column in PART A.
(3) If you are not subscribing for additional Shares under PART B,
enter the total amount shown for PART A on the TOTAL PAYMENT ENCLOSED line of
PART B, complete all portions of PART C of the SUBSCRIPTION FORM and return your
SUBSCRIPTION FORM and a personal, certified or cashier's check, or money order,
in the correct amount to the Company's office in the enclosed envelope by hand
delivery or by mail with postage prepaid by you.
-20-
<PAGE>
INSTRUCTIONS FOR PART B - If you wish to subscribe for additional
Shares under the Oversubscription Privilege and have subscribed for the maximum
number of Shares allotted to you under PART A of the SUBSCRIPTION FORM, please
complete PART B of the SUBSCRIPTION FORM as follows:
(1) Enter on PART B the number of additional Shares you wish
to purchase. There is no limit on the number of additional Shares which
can be subscribed for in PART B.
(2) Multiply that number of Shares by the Purchase Price of
$67.45 per Share and enter 10% of the resulting Purchase Price in the
Payment to Company column for PART B.
(3) Enter in the TOTAL PAYMENT ENCLOSED line of PART B the
total of the amounts of Payments to Company shown in PARTS A and B,
complete all portions of PART C of the SUBSCRIPTION FORM and return
your SUBSCRIPTION FORM and a personal, certified or cashier's check,
or money order, in the correct amount to the Company's office in the
enclosed envelope by hand delivery or by mail with postage prepaid by
you .
(4) Within five business days following the Expiration Date,
the Company will mail to each Shareholder who has subscribed to
purchase additional Shares under PART B an invoice which sets forth
the exact number of additional Shares which are available for purchase
and the exact amount of the balance due from the Shareholder with
respect to such additional Shares. Payment for the balance of any
additional Shares purchased must be received by the Company within 15
business days following the Expiration Date in order for such
subscription to be valid. If the full amount of the balance due has
not been received by the Company within this 15-day period, the 10%
down payment previously paid by such Shareholder shall be refunded in
full and no additional Shares will be issued to such subscribing
Shareholder.
INSTRUCTIONS FOR PART C - Print your name, address, telephone number
and date in PART C. The signature of the Shareholder must also appear in PART
C. The SUBSCRIPTION FORM with the signature of one of multiple owners will be
acceptable to the Company. However, if the SUBSCRIPTION FORM is signed and
executed by an attorney, executor, administrator, guardian or other fiduciary,
or by an officer of a corporation, and the Subscription Rights are not granted
in such manner, the person so executing must give his or her full title in such
capacity.
SUBSCRIPTION FORMS received for subscriptions with less than the
correct payments will be returned to the senders.
-21-
<PAGE>
SAMPLE -- FOR ILLUSTRATION PURPOSES ONLY
Example of
SUBSCRIPTION FORM
for
Shares of Common Stock
THE YORK WATER COMPANY
To: The York Water Company
130 East Market Street
York, Pennsylvania 17405-7089
1234567 SUBSCRIPTION SHARES: 10
JOHN DOE & JANE DOE TEN ENT
123 MAIN STREET
ANYTOWN, PA 00000
PART A. BASIC SUBSCRIPTION AMOUNT
Shares Eligible for Purchase Upon Exercise of Subscription
Rights, as Allotted to Shareholder ("Subscription Shares"):
-------------
(as specified
on above label)
Subscription Shares Purchase Price Payment to Company
------------------- -------------- ------------------
10 x $67.45 per share = $674.50
-------- ------ -------
PART B. OVERSUBSCRIPTION PRIVILEGE
Subscription Shares Down Payment
------------------- ------------
15 * x $67.45 per share x 10% = $101.18
-------- ------ -------
TOTAL PAYMENT ENCLOSED $775.68**
=======
________________
* Prior to the purchase of any additional Shares under PART B, the
Shareholder is obligated to purchase the maximum amount of Subscription
Shares allotted under PART A. There is no limit on the number of additional
Shares which can be subscribed for in PART B.
-22-
<PAGE>
** Include the entire Purchase Price for Subscription Shares purchased
under PART A and the 10% down payment of the Purchase Price for
Subscription Shares purchased, if any, under PART B. The balance of
the Purchase Price for PART B Subscription Shares will be invoiced by
the Company. The Company will not be responsible for failure of
delivery or receipt of any documents or payments relating in any
manner to the subscription procedure. The Company recommends that you
use hand delivery or certified or registered mail with return receipt
requested.
(Continued on next page)
PART C. SHAREHOLDER'S SIGNATURE, ADDRESS AND DATE
Shareholder's Name_____________________________
(please print)
Shareholder's Address__________________________
Telephone (___) ________ Date__________________
Shareholder's Signature________________________
PRIOR TO THE ISSUANCE OF COMMON STOCK PURSUANT TO THE EXERCISE OF SUBSCRIPTION
RIGHTS IN THE OFFERING, THE SUBSCRIPTION RIGHTS SHALL NOT BE DEEMED TO BESTOW
UPON SHAREHOLDERS VOTING RIGHTS, DIVIDEND RIGHTS OR OTHER RIGHTS WITH RESPECT TO
THE SUBSCRIPTION RIGHTS OR THE COMMON STOCK SUBJECT TO THE SUBSCRIPTION RIGHTS.
-23-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated fees and expenses in connection with the issuance and
distribution of the Shares being registered hereunder will be paid by the
Registrant and are as follows:
<TABLE>
<CAPTION>
<S> <C>
Registration fee.............. $ 1,945
Printing and engraving........ 10,000
Blue Sky fees and expenses.... 5,000
Accounting fees and expenses.. 15,000
Legal fees and expenses....... 40,000
Miscellaneous................. 3,055
-------
Total Expenses............... $75,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such if the
particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these
sections does not exist in the case of actions against a director or officer by
or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. The corporation is required
to indemnify directors and officers against expenses they may incur in defending
such actions against them in such capacities if they are successful on the
merits or otherwise in defense of such actions.
Section 1713 of the BCL permits the shareholders to adopt a bylaw
provision relieving a director (but not an officer) of personal liability for
monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute. Article X of the
Company's Bylaws limit the liability of any director of the Company to the
fullest extent permitted by Section 1713 of the BCL.
Section 1746 of the BCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and expenses
incurred in such capacity, except in circumstances where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness. Pursuant to Section 1746
of the BCL, Article X of the Company's Bylaws provides for indemnification of
directors, officers and other agents of the Company to the extent otherwise
permitted by Section 1741 of the BCL and also in circumstances not otherwise
permitted by Sections 1741 and 1742 of the BCL.
Article X of the Company's Bylaws provides, except as expressly
prohibited by law, a right to indemnification for expenses and certain
liabilities paid or incurred by any director or officer of the Company, or any
other person designated by the Board of Directors as an indemnified
representative, in connection with any actual or threatened claim, action, suit
or proceeding (including derivative suits) in which he or she may be involved by
reason of being or having been a director, officer, employee or agent of the
Company, or at the request of the company, of another corporation, partnership,
joint venture, trust, employee benefit plan or other entity. The
II-1
<PAGE>
Bylaws specifically authorize indemnification against both judgments and amounts
paid in settlement of derivative suits, unlike Section 1742 of the BCL which
authorizes indemnification only of expenses incurred in defending a derivative
action.
Unlike the provisions of BCL Sections 1741 and 1742, Article X does
not require the Company to determine the availability of indemnification by the
procedures or the standard of conduct specified in Sections 1741 and 1742 of the
BCL. A person who has incurred an indemnifiable expense or liability has a
right to be indemnified independent of any procedures or determinations that
otherwise would be required, and that right is enforceable against the Company
as long as indemnification is not prohibited by law or the Company's Bylaws.
Article X of the Company's Bylaws authorize the Company to further
effect or secure its indemnification obligations by entering into
indemnification agreements and purchasing and maintaining insurance.
The Registrant has purchased officers' and directors' liability
insurance which covers certain liabilities incurred by its officers and
directors in connection with the performance of their duties, subject to the
limitations of such policy.
Item 16. List of Exhibits.
<TABLE>
<CAPTION>
Incorporated by
Exhibit Description of Reference to
No. Exhibits -----------------
- ------- --------------
<C> <S> <C>
4.1* Amended and Restated Articles of
Incorporation of the Registrant
4.2* By-Laws, as amended, of the
Registrant
4.3 Optional Dividend Reinvestment Incorporated herein by reference.
Plan............................. Filed previously with the
Securities and Exchange Commission
as the Company's Form S-3 dated
November 20, 1982 (File No. 2-80547).
4.4 Employees' Stock Purchase Plan Incorporated herein by reference. Filed
Dated November 28, 1988.......... previously with the Securities and
Exchange Commission as an exhibit to the
Company's Registration Statement Form S-8
(File No. 33-26180) dated December 19,
1988.
4.5 Note Agreement Relative to the Incorporated herein by reference. Filed
$6,000,000 10.17% Senior Notes, previously with the Securities and
Series A and $5,000,000 9.60% Exchange Commission as Exhibit 4.5 to the
Senior Notes, Series B dated Company's 1989 Form 10-K.
January 2, 1989..................
4.6 Note Agreement Relative to the Incorporated herein by reference. Filed
$6,500,000 10.05% Senior Notes, previously with the Securities and
Series C dated August 15, 1990... Exchange Commission as Exhibit 4.6 to the
Company's 1990 Form 10-K.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Incorporated by
Exhibit Description of Reference to
No. Exhibits -----------------
- ------- --------------
<S> <C> <C>
4.7 Note Agreement Relative to the Incorporated herein by reference. Filed
$7,500,000 8.43% Senior Notes, previously with the Securities and
Series D dated December 15, 1992 Exchange Commission as Exhibit 4.7 to the
Company's 1992 Form 10-K.
4.8 Fourth Supplemental Acquisition, Incorporated herein by reference. Filed
Financing and Sale Agreement previously with the Securities and
Relative to the $2,700,000 4.75% Exchange Commission as Exhibit 4.8 to the
Water Facilities Revenue Company's Quarterly Report Form 10-Q for
Refunding Bonds dated February 1, the quarter ended June 30, 1994.
1994.............................
4.9 Fifth Supplemental Acquisition, Incorporated herein by reference. Filed
Financing and Sale Agreement previously with the Securities and
Relative to the $4,300,000 5% Exchange Commission as Exhibit 4.9 to the
Water Facilities Revenue Company's Quarterly Report Form 10-Q for
Refunding Bonds date the quarter ended September 30, 1995.
October 1, 1995..................
5.1* Opinion of Morgan, Lewis &
Bockius LLP
23.1 Consent of Morgan, Lewis & Bockius
(contained in their opinion to be
filed as Exhibit 5.1 to the
Registration Statement)
23.2** Consent of KPMG Peat Marwick LLP
24.1* Powers of Attorney included on
the signature page of original
registration statement
- ------------------
</TABLE>
* Previously filed.
-----------------------
** Filed herewith.
- ------
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
II-3
<PAGE>
Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of this
-------- -------
section do not apply if the information required to be included in a post-
effective amendment by those subparagraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of York, Pennsylvania, on August 8, 1996.
THE YORK WATER COMPANY
By /s/ William T. Morris
------------------------------------
William T. Morris
President, Chief Executive Officer
and Director
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/William T. Morris President, Chief Executive August 8, 1996
- ------------------------- Officer and Director
William T. Morris (Principal Executive
and Financial Officer)
/s/Jeffrey S. Osman Vice President of Finance, August 8, 1996
- ------------------------- Secretary and Treasurer
Jeffrey S. Osman (Principal Accounting Officer)
* Vice Chairman of the Board August 8, 1996
- ------------------------- and Director
Horace Keesey, III
* Chairman of the Board August 8, 1996
- ------------------------- and Director
Irvin S. Naylor
* Director August 8, 1996
- -------------------------
Michael W. Gang
* Director August 8, 1996
- -------------------------
Josephine S. Appell
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
* Director August 8, 1996
- -------------------------
Paul W. Ware
* Director August 8, 1996
- -------------------------
Frank Motter
* Director August 8, 1996
- -------------------------
George Hay Kain, III
* Director August 8, 1996
- -------------------------
Chloe' Eichelberger
* Director August 8, 1996
- -------------------------
John L. Finlayson
*By:/s/ William T. Morris
-----------------------------
William T. Morris
Attorney-in-fact
</TABLE>
II-6
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
The York Water Company:
We consent to the use of our reports incorporated by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
Our report on the financial statements refers to a change in the method of
accounting for income taxes in 1993.
KPMG PEAT MARWICK LLP
Harrisburg, Pennsylvania
August 8, 1996
-2-
