As filed with the Securities and Exchange Commission on June 12, 1997
Registration No. 33-26180
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
FORM S-8
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
(Address of principal executive offices) (Zip Code)
The York Water Company
Employees' Stock Purchase Plan
(Full title of the plan)
WILLIAM T. MORRIS
President and
Chief Executive Officer
The York Water Company
130 East Market Street
P.O. Box 15089
York, Pennsylvania 17405-7089
(Name and address of agent for service)
717-845-3601
(Telephone number, including area code, of agent for service)
------------
Copy of all communications to:
Howard L. Meyers, Esq.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement, as amended, covers 40,000 shares of Common Stock,
without par value, The York Water Company, as a result of the four-for-one stock
split of the Company effective on June 2, 1997.
-1-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by The York Water Company (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; and
(c) The description of the Registrant's Common Stock, no par
value (the "Common Stock"), set forth in the Registrant's Current
Report on Form 8-K filed with the Commission on June 12, 1997.
All reports and other documents subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 after the date of this registration
statement, and prior to the filing of a post-effective amendment to this
registration statement that indicates that all securities offered by this
registration statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be part hereof from the date of filing of such
documents. Each document incorporated by reference into this registration
statement shall be deemed to be a part of this registration statement from the
date of the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed document
which is incorporated by reference into this registration statement.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document that is also 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 hereof.
Experts. The financial statements and schedule of the Registrant
of December 31, 1996 and 1995, and for each of the years in the three-year
period ended December 31, 1996, have been incorporated by reference herein 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. To the extent that KPMG Peat Marwick
LLP audits and reports on financial statements of the Registrant issued at
future dates, and consents to the use of their report thereon, such financial
statements also will be incorporated by reference in this registration statement
in reliance upon their report and said authority.
-2-
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of shares of Common Stock described herein
has been passed upon for the Company by Morgan, Lewis & Bockius LLP. Michael W.
Gang, a partner of Morgan, Lewis & Bockius LLP, is a member of the Registrant's
Board of Directors. As of June 1, 1997, Mr. Gang owned 1416 shares of Common
Stock (on a post-split basis).
Item 6. 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 in such capacity 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
under Section 1743 of the BCL 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 VII of the
Company's By-Laws limits 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 VIII of the Company's By-Laws 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 VIII of the Company's By-Laws provides a right to
indemnification for expenses and certain liabilities paid or incurred by any
indemnified representative of the Company, including directors and officers of
the Company, in connection with any actual or threatened claim, action, suit or
proceeding in which he or she may be involved by reason of being or having been,
among others, a director, officer, employee or agent of the Company, or at the
request of the Company, of another corporation, partnership, joint venture,
trust or other entity. In accordance with Section 1744 of the BCL, Article VIII
requires the Company to determine the availability of indemnification by certain
specified procedures, including by vote of directors not a party to the
proceeding in respect for which indemnification is sought or, in certain
circumstances, determination of independent counsel.
Article VIII of the Company's By-Laws authorizes the Company to further
effect or secure its indemnification obligations by purchasing and maintaining
insurance. The Company 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. This insurance also insures the Company
-3-
<PAGE>
against amounts paid by the Company to indemnify covered directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit No. Description of Exhibits
- ---------- -----------------------
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality
of the shares being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1).
24 Power of Attorney (set forth on the signature page of this
Registration Statement).
99 The York Water Company Employees' Stock Purchase Plan.
Item 9. Undertakings.
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 this
Registration Statement (or the most recent post-effective
amendment to the Registration Statement) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933,
-4-
<PAGE>
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 which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement 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.
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 Act 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 persons 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 Act and will
be governed by the final adjudication of such issue.
-5-
<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-8 and has duly caused this Amendment
No.1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in York, Pennsylvania, on this 10th day of June,
1997.
THE YORK WATER COMPANY
By:/s/William T. Morris
---------------------------
William T. Morris
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that the Securities Act of 1933, each
person whose signature appears below makes, constitutes and appoints Irvin S.
Naylor and William T. Morris and each of them acting alone, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments or post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in connection
therewith as the Registrant deems appropriate and hereby ratifies and confirms
all that said attorney-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Capacity Date
- --------- -------- ----
/s/William T. Morris, P.E. President, Chief Executive June 10, 1997
- ---------------------------- Officer and Director (Principal
William T. Morris, P.E. Executive and Financial Officer)
/s/Jeffrey S. Osman Vice President - Finance, June 10, 1997
- ---------------------------- Secretary and Treasurer
Jeffrey S. Osman (Principal Accounting Officer)
/s/Irvin S. Naylor
- ---------------------------- Chairman of the Board and June 10, 1997
Irvin S. Naylor Director
- ---------------------------- Director
Chloe Eichelberger
/s/John L. Finlayson Director June 10, 1997
- ----------------------------
John L. Finlayson
- ---------------------------- Director
Michael W. Gang
-6-
<PAGE>
/s/George H. Kain, III Director June 10, 1997
- ----------------------------
George H. Kain, III
/s/Horace Keesey III Vice Chairman of the Board and June 10, 1997
- ---------------------------- Director
Horace Keesey III
/s/Frank Motter Director June 10, 1997
- ----------------------------
Frank Motter
/s/Paul W. Ware Director June 10, 1997
- ----------------------------
Paul W. Ware
</TABLE>
-7-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits
- ----------- -----------------------
<S> <C>
5 Opinion of Morgan, Lewis & Bockius LLP as to the legality
of the shares being registered.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1).
24 Power of Attorney (set forth on the signature page of this
Registration Statement).
99 The York Water Company Employees' Stock Purchase Plan.
</TABLE>
Exhibit 5
June 10, 1997
The York Water Company
130 East Market Street
York, Pennsylvania 17405
Re: The York Water Company - Form S-8 Registration Statement Relating to
The York Water Company Employees' Stock Purchase Plan
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
registration statement (the "Registration Statement") for filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder.
The Registration Statement relates to 40,000 shares of Common Stock, without par
value (the "Common Stock"), of The York Water Company (the "Registrant") which
may be issued pursuant to The York Water Company Employees' Stock Purchase Plan
(the "Plan"). We have examined the Registrant's Amended and Restated Articles of
Incorporation, as amended, By-Laws, as amended, minutes and such other
documents, and have made such inquiries of the Registrant's officers, as we have
deemed appropriate. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all items submitted to us as originals, and the
conformity with originals of all items submitted to us as copies.
Based upon the foregoing, it is our opinion that the Registrant's Common Stock
originally issued by the Registrant to eligible participants through the Plan,
when issued and delivered as contemplated by the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Morgan, Lewis & Bockius LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
The York Water Company
We consent to the use of our reports incorporated by reference herein and to the
reference to our firm under the heading "Experts" in the Registration Statement.
KPMG Peat Marwick LLP
Harrisburg, Pennsylvania
June 12, 1997
Exhibit 99
December 15, 1980
Amended January 12, 1981
Amended August 12, 1982
Amended November 28, 1988
Amended December 23, 1996
Amended May 27, 1997
THE YORK WATER COMPANY
EMPLOYEE'S STOCK PURCHASE PLAN
1. PURPOSE OF THE PLAN
The purpose of the Employees' Stock Purchase Plan (the "Plan") is to provide an
opportunity for eligible employees of The York Water Company (the "Company") to
obtain an ownership interest in the Company through purchases of common stock by
payroll deductions. During the period when the Plan is in effect, the Company
will sell to the Employees' Stock Purchase Plan the necessary shares for
distribution to the participating employees from the Company's authorized but
previously unissued shares. Pursuant to the Plan, 90,000 shares of the Company's
Common Stock, no par value, are reserved for issuance thereunder.
2. TERM OF THE PLAN
The operation of this Plan shall commence on the date fixed by the Company and
shall be automatically renewed from year to year unless terminated by action of
the Board of Directors. If less than five employees elect to participate or the
participation drops to less than five employees, the Plan may be terminated.
3. CUSTODIAN
The Company shall be the Custodian for the Plan unless the Company shall in its
discretion select a bank or other similar type institution or organization to be
the Custodian. The duties of the Custodian shall be performed in a reasonable
manner, but the Custodian shall not be personally responsible for any errors in
judgment or performance which are not the result of willful misconduct or gross
negligence.
4. ADMINISTRATION OF THE PLAN
Except to the extent that responsibilities may be delegated to and assumed by a
Custodian other than the Company, the Board of Directors of the Company shall
appoint an administrator (the "Administrator") annually to oversee the Plan's
operation. The Administrator's term shall be one year, to be renewed at the
discretion of the Board of Directors. The Board of Directors may remove the
Administrator during his or her term, if appropriate. On May 5, 1997, the Board
of Directors appointed Bruce C. McIntosh, Human Resources Director, to this
position. His address is:
Bruce C. McIntosh
The York Water Company
130 East Market Street
P.O. Box 15089
York, PA 17405
Phone: 717-845-3601
The Company's Human Resources Director shall receive no additional compensation
for serving as Administrator of the Plan.
<PAGE>
5. ELIGIBILITY REQUIREMENTS
Any full-time employee of the Company who has been a full-time employee
continuously for six calendar months shall be eligible to participate in the
Plan. An eligible employee may join the Plan at the beginning of any quarter
commencing on January 1, April 1, July 1 or October 1, provided that the
employee has submitted to the Administrator a properly completed and executed
Stock Purchase and Payroll Deduction Agreement (the "Purchase Agreement") by the
last regular Company working day of the preceding month. (If less than five
employees elect to participate or the participation drops to less than five
after the Plan is established, the Plan may be terminated.)
6. STOCK PURCHASE AND PAYROLL DEDUCTION AGREEMENT
Each eligible employee wishing to purchase common stock of the Company pursuant
to the Plan shall complete and execute a Purchase Agreement.
An eligible employee may specify as the dollar deduction from his or her gross
compensation any dollar amount up to 10% of the periodic straight time earnings
or gross salary, such dollar amount to be deducted from each salary check as
designated by the employee; provided, however, that each payroll deduction shall
be a whole dollar amount, and further provided that the minimum amount that may
be deducted is $2. Any employee participating in the Plan may increase or
decrease the dollar amount to be deducted from his or her compensation as of
January 1, April 1, July 1, October 1 of any year for which the Plan is in
effect by submitting a revised Purchase Agreement by the last regular Company
working day of the preceding month. Any employee participating in the Plan may
reduce his or her contribution at any time in case of a financial emergency or
other reasonable necessity, but not below the $2 minimum amount without becoming
subject to the provisions of Section 13. Purchase Agreements may be obtained
from the Administrator.
7. PAYROLL DEDUCTIONS
In accordance with each participating employee's Purchase Agreement, payroll
deductions shall be made from each of the employee's paychecks commencing with
the first pay after January 1, April 1, July 1 and October 1.
Paychecks are issued as follows:
(a) Once per week for all employees as except noted below.
(b) Once per month for all officers who are not regular full-time
employees of the Company.
The Company shall remit to an interest bearing savings account the amounts
deducted from the paychecks issued on any date within 10 days after such date.
8. CONTRIBUTIONS
An employee participating in the Plan may make an additional lump sum
contribution, provided that the maximum dollar amount in Section 6 above is not
exceeded.
9. STOCK PURCHASE ACCOUNTS
The Administrator shall establish and maintain a stock purchase account in the
name of each participating employee. Each amount deducted from a participating
employee's paycheck shall be credited to such employee's stock purchase account.
The effective date of each credit to any employee's account shall be the date on
which the employee is issued his or her paycheck from which the deduction is
made, without regard to the date on which the check is actually received.
Interest will be paid on any amounts in any stock purchase accounts at the then
current rate paid by the institution holding the account. The interest will be
prorated to each employee's account as of the first day of each calendar
quarter. At the end of each calendar quarter that the Plan is in effect, the
Company shall prepare and transmit to the Administrator the aggregate amount in
each individual account. The funds credited to
-2-
<PAGE>
participants' stock purchase accounts will then be used by the Administrator to
purchase from the Company the stock to be distributed. No fees, commissions or
other charges shall be deducted from the participants' accounts.
10. ALLOCATION OF SHARES
On January 15, April 15, July 15 and October 15 each employee will have
allocated to his or her account a number of shares of Company common stock
determined by dividing the amount of cash in the account at the end of the
previous calendar quarter by the price of the shares for such quarter (as
defined in Section 11). The employee's account will be debited for the price of
said shares.
Shares which have been allocated to the account of a participating employee
shall remain in the custody of the Company as Custodian until distributed to the
employee. Share certificates will be distributed to employees as provided in
Section 12.
All dividends and other distributions and all voting rights with respect to
shares which have been allocated to the account of a participating employee but
not yet distributed to the employee shall belong to and be vested in such
employee, except that, at the written request of the employee, such dividends,
distributions and voting rights may belong to and be vested in him or her
jointly with another person or persons, or in the name or names of any other
person or persons, jointly or severally.
11. DETERMINATION OF PRICE OF SHARES
For purposes of making the allocation of shares described in Section 10, the
price of shares of Company common stock purchased from the Company for the
Employees' Stock Purchase Plan will be ninety-five percent (95%) of the fair
market value. Such fair market value as determined by the Board of Directors of
the Company will equal the average of the mean between the highest bid and the
lowest asked prices for the Company's common shares as quoted in the York,
Pennsylvania, daily newspapers for each of the last five trading days preceding
March 31, June 30, September 30 and December 31 of each year that the Plan is in
effect. If such bid and asked prices are not available, the purchase price will
be determined by the Company on the latest available market quotations or on
such other basis as the Company shall deem lawful and appropriate; provided,
however, that in the event the York, Pennsylvania, daily newspapers shall omit
either a bid price or an asked price on any applicable trading day preceding the
above dates, for purposes of calculation of the fair market value the unstated
asked price on each such day shall be considered to be $2.00 above the stated
bid price, and the unstated bid price shall be $2.00 less than the stated asked
price.
12. DISTRIBUTION OF SHARES
A certificate for shares shall be issued and delivered to a participating
employee as soon as practicable after the Administrator's receipt of a written
request from such employee, subject, however, to all periods when the stock
transfer books of the Company may be closed. Such shares shall be registered in
the name of the participating employee except that, at the written request of
the employee, they may be registered jointly in his or her name and the name of
another person or persons or in the name or names of any other person or
persons, jointly or severally. However, all shares allocated to the
participating employee must be registered in one stock account only and may not
be divided into more than one stock account.
13. WITHDRAWAL FROM THE PLAN
Any participating employee who, for any reason, ceases to be a full-time
employee of the Company shall be deemed to have withdrawn from the Plan as of
the first day of the following quarter. In addition, any other participating
employee may voluntarily withdraw from the Plan as of the first day of any
calendar quarter by written termination of the Purchase Agreement by the last
regular Company working day of the preceding quarter. An Employees' Stock
Purchase Plan Withdrawal Request ("Withdrawal Request") may be obtained from the
Administrator. An employee who has voluntarily withdrawn from the Plan may not
thereafter rejoin the Plan until the expiration of 12
-3-
<PAGE>
calendar months from the date of the withdrawal. Any employee who withdraws from
the Plan because of an emergency situation will not have to wait the 12 months
to rejoin.
Upon withdrawal from the Plan, an employee, subject to any allocation of shares
to his or her nominee or nominees (as referred to in Sections 10 and 12 hereof),
shall be entitled to receive any shares held by the Company as Custodian which
have been allocated or credited to the employee's account, and such employee
shall receive the sum of the amount of any payroll deductions in the account and
any unallocated interest or dividends paid into the account which have not been
applied to the purchase of a share. Stock allocated or credited and the sum of
any such payroll deductions and unallocated interest or dividends will be paid
only at the end of the quarter, except if the employee withdraws because of an
emergency situation, in which case the payroll deductions would be refunded as
soon as possible.
14. EXPENSES
The charges of a Custodian other than the Company and all costs of maintaining
records and executing transfers will be borne by the Company.
15. STATEMENT OF ACCOUNT
As soon as practicable after January 15, April 15, July 15 and October 15 of
each year that the Plan is in effect, subject, however, to all periods when the
stock transfer books of the Company may be closed, the Company as Custodian
shall distribute to each participating employee a quarter-annual statement of
his or her account. The statement shall set forth as of the end of each calendar
quarter during the year (i) the total number of shares allocated to the
participating employee's account which is in the custody of the Custodian; (ii)
the amount in the account at the beginning of the quarter and the amount of
employee contributions for the quarter; (iii) dividend and interest income
allocated to said employee's account; (iv) the amount debited to the account for
the purchase of shares, the number of shares purchased for the account for the
quarter and the purchase price; and (v) all other pertinent data relating to
such account.
16. GOVERNMENT REGULATIONS
The Plan and the transactions with respect to the Company's common stock
pursuant thereto are subject to all applicable rules and regulations of state
and federal law as may from time to time be effective and to such approval of
governmental agencies as may be required.
17. TERMINATION OR AMENDMENT OF THE PLAN
The Company may terminate or amend the Plan effective as of the first day of any
quarter provided that no such termination or amendment shall impair the rights
of any participating employee under the Plan, or nominee or nominees of such
employee, to receive any shares which have been allocated or credited to or for
his or her account, and each such employee shall receive the amount of any
payroll deductions and any prorated interest or dividends which should properly
be credited to his or her account but which have not been applied to the
purchase of shares. Upon termination of the Plan, in the event of any cash or
shares remaining in the possession of the Custodian after satisfaction of all of
the rights of participating employees, the same shall belong to the Company.
TAX INFORMATION
In General. The Plan is not intended to qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"), nor is it intended that the Plan constitute a qualified
pension, profit-sharing or stock bonus plan under Section 401(a) of the Code.
The principal federal income tax consequences of the Plan under the Code as
currently in effect are outlined below. It is advisable for participating
employees to obtain competent professional advice regarding the precise tax
consequences of participation in the Plan.
-4-
<PAGE>
Purchase of Shares. When Shares are purchased by the Custodian with the funds
available in a participating employee's stock purchase account, the
participating employee must report on his or her federal tax return for that
year ordinary income in an amount equal to the five percent (5%) discount on the
Shares purchased by the Custodian. Such amount will be reported on his or her
IRS Form W-2 as compensation and will be subject to income tax withholding. In
addition, the purchase price of the Shares plus the five percent (5%) discount
amount will be considered the participating employee's tax basis of the Shares
to be used when determining the gain or loss on a later transfer or sale of the
Shares.
Earnings on Stock Purchase Account. The participating employee must report the
amount of earnings credited to his or her stock purchase account as taxable
income in the year in which that interest is accrued. The Company will report to
each participant the amount of interest earned yearly on an IRS Form 1099 and
may require certain other information from each participant to insure that there
need be no federal income tax withholding on the interest earned.
Other Tax Matters. Each participant's income tax liability is his or her
responsibility. This description of the federal income tax consequences of the
Plan is only a summary and does not purport to be a full and complete
description. No attempt has been made to address federal gift tax and federal
estate tax consequences or state and local tax consequences which may be
applicable with respect to the Plan. Where necessary, the participating employee
should seek competent tax advice.
-5-
<PAGE>
THE YORK WATER COMPANY
EMPLOYEES' STOCK PURCHASE PLAN
STOCK PURCHASE AND PAYROLL DEDUCTION AGREEMENT
1. PAYROLL DEDUCTION AND PURCHASE OF STOCK. The Company is hereby
authorized to deduct from the employee's salary or paycheck __________
dollars on the following basis. Each such dollar amount shall be
deducted from one or more salary or paychecks as designated below;
provided, however, that each payroll deduction shall be a whole dollar
amount, and further provided that the minimum amount that may be
deducted is $2.00. Such payroll deductions shall continue to be made
until the employee executes a revised Purchase Agreement, the employee
withdraws from the Plan or the Plan terminates. Each payroll deduction
shall be credited to the employee's stock purchase account and shall be
used to purchase common stock from The York Water Company pursuant to
The York Water Company Employees' Stock Purchase Plan.
2. OWNERSHIP OF STOCK. All dividends and other distributions and all
voting rights with respect to shares which have been allocated to the
employee's account but not yet distributed to such employee or to his
or her nominee or nominees shall belong to and be vested in such
employee or his or her nominee or nominees, and upon distribution such
shares shall be registered accordingly. At the employee's written
request, such dividends, distributions and voting rights may belong to
and be vested in the employee jointly with another person or persons or
in the name or names of any other person or persons, jointly or
severally, and such shares shall then be registered accordingly.
3. RIGHTS UNDER THE PLAN. The employee acknowledges receipt of a copy of
the Description relating to the Plan dated May 27, 1997. The rights
under this Purchase Agreement shall be governed by The York Water
Company Employees' Stock Purchase Plan as set forth in full in the
Description.
4. ORIGINAL DESIGNATION. The employee hereby designates the following as
the name/names in which all shares due such employee under the
provisions of this Plan shall be registered, and such designation shall
remain in full force and effect until changed by the employee in
writing (only one such designation may be made):
________________________________________________________________________________
(Exact name/names)
Social Security Number _____________________________________
Address ________________________________________________________________________
________________________________________________________________________
|_| Deduct each pay period
THE YORK WATER COMPANY
____________________________ By: ______________________________
Employee's Signature Administrator
Date Date
-6-
<PAGE>
THE YORK WATER COMPANY
EMPLOYEES' STOCK PURCHASE PLAN
WITHDRAWAL REQUEST
TO: Administrator
FROM: _____________________________
SUBJECT: / / Voluntary
Withdrawal request from The York Water
Company Employees' Stock Purchase Plan
/ / Emergency
It is requested that payroll withholdings no longer be deducted as noted above,
effective _______________________________________________________ .
If this is a voluntary withdrawal I understand I may not rejoin the Plan until
the expiration of 12 calendar months.
If this is an emergency withdrawal, I understand I do not have to wait the 12
calendar months to rejoin.
_________________________________________/ _____________________________________
Signature Date
-7-
