As filed with the Securities and Exchange Commission on June 12, 1997
Registration No. 33-81246
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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WILLIAM T. MORRIS
President and
Chief Executive Officer
The York Water Company
130 East Market Street
P.O. Box 15089
York, Pennsylvania 17405-7089
(717) 845-3601
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications to:
Howard L. Meyers, Esq.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
Approximate date of commencement of proposed sale to the public: Next
appropriate dividend date after the Registration Statement becomes effective and
the Securities Certificate for the Company's Optional Dividend Reinvestment Plan
is registered by the Pennsylvania Public Utility Commission.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |X|
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 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |_|
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. |_|
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list 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. |_|
Pursuant to Rule 416 under the Securities Act, this Registration Statement, as
amended, covers 480,000 shares of Common Stock, without par value, of The York
Water Company as a result of the four-for-one stock split effective on June 10,
1997.
Pursuant to Rule 429 under the Securities Act, the Prospectus which forms a part
of this Registration Statement shall also relate to shares of Common Stock
registered for issuance and sale pursuant to the Company's earlier Registration
Statement on Form S-3 (File No. 2-80547). The Company registered 60,000 shares
(on a pre-split basis) in that Registration Statement, as amended, and paid
filing fees of $404.70 with respect to those shares.
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PROSPECTUS
THE YORK WATER COMPANY
OPTIONAL DIVIDEND REINVESTMENT PLAN
480,000 Shares of Common Stock (No Par Value)
The Optional Dividend Reinvestment Plan, as amended (the "Plan") of The
York Water Company (the "Company") provides holders of its common stock, no par
value (the "Common Stock"), with a convenient and economical method of
purchasing additional shares of its Common Stock without payment of brokerage
commissions or other charges and provides the Company with a low cost method to
raise additional equity capital.
Any holder of record of the Company's Common Stock is eligible to join the
Plan, as is any beneficial owner by special arrangement. Shareholders who do not
wish to participate in the Plan will continue to receive cash dividends in the
usual manner. It is suggested that participants in the Plan (the "Participants")
as well as non-Participants retain this Prospectus for future reference.
The Company administers the Plan at its own expense. No brokerage fee or
commission will be charged to the Participant on the shares purchased for the
account of the Participant pursuant to the Plan. Until August 1, 1997, each
Participant will be subject to a $375 maximum reinvestment limitation per
dividend. Subsequent to that date, pursuant to an amendment approved by the
Board of Directors on May 27, 1997, there will be no maximum reinvestment
limitation per dividend.
Participants have three available options:
OPTION 1. FULL DIVIDEND REINVESTMENT
OPTION 2. PARTIAL DIVIDEND REINVESTMENT with Partial Cash Dividend; or
OPTION 3. PARTIAL CASH DIVIDEND with Partial Dividend Reinvestment
These options are discussed more fully in response to Question 8 below.
This Prospectus relates to 480,000 shares of authorized Common Stock
registered for purchase under the Plan. The purchase price for each share of
Common Stock will be 95% of its fair market value, which has been determined by
the Board of Directors of the Company to be the average of the mean between the
highest bid and the lowest asked prices for the Company's Common Stock as quoted
in the York, Pennsylvania daily newspapers for each of the last five trading
days preceding the applicable record date for each respective quarter-annual or
special dividend declared by the Company. If such bid and asked prices are not
available, the purchase price will be determined by the Company on the basis of
95% of the latest available market quotations or on such other basis as the
Company shall deem lawful and appropriate (See Question 14).
The outstanding shares of the Company's Common Stock are traded on the
over-the-counter market.
The Plan as covered in this Prospectus will become effective only upon
filing of the Registration Statement of which this Prospectus is a part. The
Pennsylvania Public Utility Commission (the "PPUC") approved the necessary
Securities Certificate on May 27, 1997. The securities covered by this
Prospectus may not be sold prior to such filing of the Registration Statement or
in any state in which the offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such state.
The Company will receive all the net proceeds from the sale of Common
Stock.
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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.
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The date of this Prospectus is June 12, 1997.
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No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection with
the offer made hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of the Prospectus nor any sale made hereunder
shall under any circumstances create any implication 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 jurisdiction in which
said offer or solicitation is not qualified or in which the person making such
offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
TABLE OF CONTENTS
Page
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Available Information........................................................3
Documents Incorporated by Reference..........................................3
The Company..................................................................4
Plan Description.............................................................5
Purpose.............................................................5
Advantages..........................................................5
Administration......................................................6
Participation.......................................................6
Dividend Reinvestment Options.......................................7
Withdrawal or Termination...........................................9
Purchases and Cost Thereof.........................................10
Participants' Plan Account and Reports.............................11
Income Tax Consequences............................................12
Company's Responsibility...........................................13
Other Miscellaneous Information....................................13
Use of Proceeds.............................................................15
Description of the Company's Capital Stock..................................15
Legal Opinion...............................................................18
Experts.....................................................................18
Commission Position on Indemnificatio for Securities Act Liabilities........18
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AVAILABLE INFORMATION
THE YORK WATER COMPANY (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at Seven World Trade Center, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained in person from the Public Reference
Section of the Commission at its principal office located at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, the Commission
maintains a site on the world wide web at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. Information, as of
particular dates, concerning 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 Commission.
This Prospectus constitutes a part of a registration statement on Form S-3
(herein, together with all exhibits thereto, referred to as the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the securities offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Reference is hereby made to the
Registration Statement and to the exhibits thereto for further information with
respect to the Company and the securities offered hereby. Copies of the
Registration Statement and the exhibits thereto are on file at the offices of
the Commission and may be obtained upon payment of the prescribed fee or may be
examined without charge at the public reference facilities of the Commission
described above. Statements contained herein concerning the provisions of
documents are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1996, the Quarterly Report on Form 10-Q for the quarter ended March 31, 1997,
the description of the Company's Common Stock set forth in the Company's Current
Report on Form 8-K filed with the Commission on June 12, 1997 and all reports
and other documents subsequently filed by Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus
shall be deemed to be incorporated by reference and to be part hereof from the
date of filing of such reports and documents. Any statement contained herein or
in a document, all or a portion of which is 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, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The information relating to the Company contained in this Prospectus
summarizes, is based upon, or refers to, information and financial statements
contained in one or more of the documents incorporated by reference herein;
accordingly, such information contained herein is qualified in its entirety by
reference to such documents and should be read in conjunction therewith.
On the written or oral request of any shareholder of the Company to whom a
copy of this Prospectus has been delivered, the Company will provide such
shareholder, without charge, with a copy of any or all of the documents
described above which have been incorporated by reference in this Prospectus,
other than exhibits to such documents. Written requests for copies of such
documents should be addressed to Lois L. Shultz, Assistant Secretary, The York
Water Company, 130 East Market Street, York, PA 17405.
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THE COMPANY
The Company is a Pennsylvania corporation which was incorporated by Special
Act of the General Assembly of Pennsylvania in 1816 and is the oldest
investor-owned 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 of 1988, as amended,
and the Pennsylvania Public Utility Code and is subject to regulation by the
PPUC. The Company has no direct competitors within its area of operations. Its
executive office is located at 130 East Market Street, York, Pennsylvania
17405-7089 and its telephone number is (717) 845-3601.
At the Company's 1997 Annual Meeting of Shareholders on May 5, 1997, the
shareholders approved an amendment to the Company's Amended and Restated
Articles of Incorporation to increase the authorized capital stock of the
Company from 1,200,000 shares of Common Stock, par value $10.00 per share, to
6,500,000 shares, divided into 6,000,000 shares of Common Stock, without par
value, and 500,000 shares of Series Preferred Stock, without par value. On the
same date, the Board of Directors approved a four-for-one stock split, which
became effective on June 10, 1997. Accordingly, Plan Accounts have been adjusted
as described in the answer to Question 28.
PLAN DESCRIPTION
The following question and answer statement details the provisions of
the Company's Plan. If you become a Participant in the Company's Plan, the
Company recommends that you retain this Prospectus for future reference.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of the
Company's Common Stock with a convenient and economical method of purchasing
from the Company shares of Common Stock of the Company without payment of
brokerage commission or other charge.
Reinvestment of dividends under the Plan will provide the Company with
funds that will be used for general corporate purposes.
Advantages
2. What are the advantages of the Plan?
Participants in the Plan may elect to have all or a designated portion
of cash dividends on their shares of Common Stock automatically reinvested at a
purchase price equal to 95% of the fair market value per share of the Company's
Common Stock determined as set forth in the response to Question 14 hereof.
Also, a Participant may elect to receive a part of each dividend in cash, with
the balance of each dividend being invested in the Plan. Until August 1, 1997,
each Participant will be subject to a $375 maximum reinvestment limitation per
dividend. Subsequent to that date, there will be no maximum reinvestment
limitation per dividend.
No commission or service or other charge will be paid by Participants
in connection with purchases under the Plan.
Full investment of funds will be possible under the Plan because the
Plan permits fractions of shares (to three decimal places), as well as whole
shares, to be credited to each Participant's account held by the Company.
Dividends on both whole shares and on fractions of shares will be credited to
each Participant's account for his or her benefit.
The Company will provide simplified recordkeeping for such shares held
in each Participant's account.
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The Plan also provides for the safekeeping of the shares held in the
shareholder's account with the Company at no cost to the Participant.
Administration
3. Who administers the Plan for Participants?
The Company administers and interprets the Plan for the benefit of the
Participants, keeps records, acts as custodian, sends Statements of Account to
Participants and performs any other duties relating to the Plan, all without
charge to the Participants. However, charges will be incurred by a Participant
upon the sale of his or her shares through a broker or agent (see Question 16),
and certain fees may be charged to Participants by brokers when shares are held
by brokers. All correspondence to the Company shall be directed to:
Lois L. Shultz, Assistant Secretary
The York Water Company
130 East Market Street
P.O. Box 15089
York, Pennsylvania 17405
(717) 845-3601
Participation
4. Who is eligible to participate in the Plan?
Shareholders of record of the Company's Common Stock are eligible to
participate in the Plan, although no shareholder has any obligation to invest in
the Plan.
Beneficial owners of the Common Stock whose shares are registered in
names other than their own must become holders of record by having their shares
transferred into their names to participate in the Plan or else must make their
own arrangements with the record owner thereof such as their broker, banker,
custodian or other nominee or agent to have their beneficially-owned stock
participate in the Plan in accordance with the Company's requirements. Any
beneficial owner of Common Stock who is also a shareholder of record will be
treated as a single Participant for the purposes of the Plan and will be limited
to a single Participant's benefits thereunder.
5. How can an employee of the Company participate in the Plan?
A Company employee can participate in the Plan only by being or by
becoming a shareholder. The Company Human Resources Director will provide any
assistance desired by any employee concerning participation in the Plan.
6. How does an eligible shareholder participate?
A holder of record of Common Stock of the Company may join the Plan by
checking the appropriate box on the Authorization Card and signing and returning
it to the Company. An Authorization Card and a postage-metered, pre-addressed
envelope are provided with the Prospectus. Further, an Authorization Card and
envelope for this purpose may be obtained at any time by written request to Lois
L. Shultz, Assistant Secretary, The York Water Company, 130 East Market Street,
P.O. Box 15089, York, PA 17405, or by telephoning her at (717) 845-3601.
A beneficial owner of Common Stock of the Company whose shares are
registered in the name of a broker, banker, custodian or other nominee or agent
may make the necessary arrangements with such other party as referred to in the
response to Question 4.
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7. When may a shareholder join the Plan?
A holder of record of the Company's Common Stock may join the Plan at
any time and will become a Participant when the Company receives the signed
Authorization Card. Participants in dividend reinvestment will start with the
next dividend payable after receipt of an appropriately completed Authorization
Card, provided that the card is received before the record date for a
quarter-annual or special dividend. The record date for quarter-annual or
special dividends is typically the last day of the month preceding the month in
which a dividend is to be paid, except in the case of the April 15
quarter-annual dividend, when the record date is March 15. Should the
Authorization Card not arrive until after this date, participation will begin
with the next dividend payment. Payment of dividends on the Company's Common
Stock are normally payable on the fifteenth day of January, April, July and
October. Special dividends, if any, would normally be paid fifteen days after
the record date.
Dividend Reinvestment Options
8. What does the Authorization Card provide?
The Authorization Card serves to initiate participation in the Plan by
a shareholder or joint shareholders; however, no shareholder is required to
elect one of the options and no action is required if a shareholder desires to
continue to receive all Company dividends in cash. Specifically, the
Authorization Card provides for the purchase of shares through three investment
options:
OPTION 1. FULL DIVIDEND REINVESTMENT.
A Participant checking the "Full Dividend Reinvestment" box
directs the Company to invest in additional shares cash dividends on
all of the Participant's shares registered in the Participant's name
or joint names as well as on all of the shares credited to the
Participant's account under the Plan (subject to the $375 reinvestment
limitation per dividend until August 1, 1997).
OPTION 2. PARTIAL DIVIDEND REINVESTMENT with Partial Cash Dividend.
A Participant checking the "Partial Dividend Reinvestment" box
and indicating the number of Participant's full shares (but not
fractional shares) which Participant desires to have participate in
the Plan directs the Company (1) to invest in additional shares the
cash dividends on such number of the Participant's shares registered
in the Participant's name or joint names or credited to Participant's
account under the Plan and (2) to pay cash dividends to Participant on
the balance of Participant's total shares of record or held in the
Plan Account; subject, of course, to the Participant's ownership of
the number of shares so designated (and subject to the $375
reinvestment limitation per dividend until August 1, 1997). In the
event any Participant erroneously authorizes a dividend reinvestment
for a larger number of shares than Participant then owns of record
and/or has held in Participant's account under the Plan (the "Plan
Account"), such authorization will be limited to the correct number of
shares then held by such Participant of record and/or in his or her
Plan Account.
OPTION 3. PARTIAL CASH DIVIDEND with Partial Dividend Reinvestment.
A Participant checking the "Partial Cash Dividend" box and
indicating the maximum dollar amount of each of the Participant's
quarter-annual or special dividends which the Participant desires to
continue to receive in cash, directs the Company to invest in
additional shares the balance of the Participant's dividends on all of
Participant's shares registered in the Participant's name(s) as well
as on all the shares credited to the Participant's Plan Account,
subject, of course, to a sufficient dividend rate and to Participant's
ownership of a sufficient number of shares to produce the requested
"Partial Cash Dividend" so designated (and subject to the $375
reinvestment limitation per dividend until August 1, 1997). In the
event any shareholder erroneously authorizes a "Partial Cash Dividend"
for a larger dividend amount than such shareholder would then be
entitled to receive on shares owned of record and/or held in a Plan
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Account, such authorization will be totally ineffective for the reason
that the shareholder would not be entitled to receive a dividend in
sufficient amount to exceed the erroneously authorized "Partial Cash
Dividend." In such event the Company will continue to provide the
shareholder his or her entire dividends in cash until subsequent
receipt by the Company of a properly completed, signed and effective
Authorization Card.
If a properly signed Authorization Card is returned to the Company
without one of the boxes checked, the shareholder will be enrolled under the
"Full Dividend Reinvestment" (Option 1). If an Authorization Card is returned to
the Company improperly signed or with inadequate, incorrect, confusing or
contradictory information thereon, the card will be returned to the shareholder
with a new blank Authorization Card for correction and completion, except as
specified under the above paragraphs relating to Options 2 and 3.
Any properly completed and signed Authorization Card held by the
Company will remain in full force and effect until receipt by the Company of a
Participant's properly completed and signed new Authorization Card or other
instruction which may modify or terminate such Authorization Card.
9. How may a Participant change options or instructions under the Plan?
A Participant may change the Participant's investment option or
instructions relating thereto at any time by properly completing, signing and
returning to the Company a written change in instructions or a new Authorization
Card which may be obtained from the Company for this purpose as stated in the
response to Question 6.
Withdrawal or Termination
10. How may a Participant withdraw shares from the Plan?
At any time a Participant may withdraw any number of whole shares (but
not fractional shares) held by the Company in such Participant's Plan Account by
signing and delivering to the Company a properly completed written Withdrawal
Instruction. Future dividends will continue to be invested in accordance with
Participant's Authorization Card as applicable. The top portion of the reverse
side of any Plan Statement of Account may be used as a Withdrawal Instruction.
In the event of a withdrawal of Common Stock held in a Plan Account, a
stock certificate will be issued in the Participant's name(s) (as shown on the
stock records of the Company) for the number of whole shares held in the
Participant's Plan Account which the Participant has authorized to be withdrawn.
Such withdrawal alone will not terminate the Plan Account so long as the
Participant still owns at least one (1) whole share either of record or in the
Plan Account. However, in the event that any Participant has directed withdrawal
of all whole shares, and at that time or at any time thereafter is no longer the
owner of at least one (1) whole share of record or one (1) whole share in the
Participant's Plan Account, a check will be issued to Participant for any
remaining fractional share in the Plan Account for the value thereof at the fair
market value determined as of the immediately previous record date for dividend
reinvestment purposes as set forth in the response to Question 14, and the Plan
Account will be terminated. Nevertheless, such Participant may at any time
thereafter rejoin the Plan by becoming the record owner of the Company's Common
Stock and properly completing, signing and returning to the Company a new
Authorization Card.
11. How may a Participant terminate participation in the Plan?
At any time a Participant may terminate participation in the Plan by
signing and delivering to the Company a properly completed Termination
Instruction. The top portion of the reverse side of any Plan Statement of
Account may be used as a Termination Instruction.
In the case of termination of the Participant's Plan Account, a stock
certificate will be issued for all whole shares held in the Plan with a check
being issued to the Participant for the cash value of any fractional
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share at the fair market value determined as of the immediately previous record
date for dividend reinvestment purposes as set forth in the response to Question
14 and future dividends will be paid in cash rather than being reinvested.
However, at any time after such termination of a Participant's Plan Account, a
Participant may again sign and return to the Company a new Authorization Card to
rejoin the Plan.
12. What type of signature is required?
Authorization Cards and Withdrawal and Termination Instructions must
be signed by the Participant or joint Participants with the same name or names
as appear on the stock certificate and stock records of the Company.
13. When will a Participant's instructions become effective?
A Participant's Authorization Card will become effective upon receipt
by the Company as to all dividends declared on or after the next record date.
However, a Withdrawal Instruction or Termination Instruction will become
effective immediately upon receipt by the Company; subject, of course, to any
possible delay due to the stock books being closed.
Purchases and Cost Thereof
14. What will be the price of shares purchased under the Plan?
The price of shares of Common Stock purchased from the Company through
the reinvestment of dividends will be 95% of its fair market value, which has
been determined by the Board of Directors of the Company to be the average of
the mean between the highest bid and the lowest asked prices for the Common
Stock as quoted in the York, Pennsylvania, daily newspapers for each of the last
five trading days preceding the applicable record date for each respective
quarter-annual or special dividend declared by the Company. If such bid and
asked prices are not available, the purchase price will be determined by the
Company on the basis of 95% of 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 a record
date as referred to herein, for purposes of calculating 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. FOR EXAMPLE, if the highest bid and lowest asked prices
remain steady for the appropriate five day period at $17.00 and $18.00, the
average of the mean price would be $17.50 and the 95% purchase price would be
$16.625.
15. How many shares of Common Stock will be purchased by a Participant?
The number of shares to be purchased from the Company and credited to
a Participant's account on any dividend payment date will depend upon the price
per share of the Company's Common Stock at 95% of its fair market value
determined as set forth in the response to Question 14 and upon the
Participant's dividend amount to be invested. Each Participant's Plan Account
will be credited with that number of shares, including fractions computed to
three decimal places, equal to the total amount to be invested divided by the
applicable purchase price per share.
A Participant may not specify the number of shares to be purchased or
the price at which shares are to be purchased, or otherwise seek to restrict or
control the purchase of shares from the Company.
16. Will a Plan Participant be charged for any expenses?
A Plan Participant will not be charged any expenses in connection with
participating, entering, withdrawing or canceling such Participant's dividend
reinvestment under the Plan. There will be no brokerage commissions or service
or other charges involved, and all administration costs for the Plan will be
paid by the Company. However, if a Participant sells any of his or her shares
through a broker upon withdrawing such shares
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from the Plan, or at any other time, the Participant would be responsible for
payment of any applicable brokerage commission, transfer taxes or other charges
in connection with such sale and would be subject to applicable Federal and
state income taxes (see the responses to Questions 22-25).
17. What is the source of shares purchased under the Plan?
Shares purchased under the Plan will come from the Company's
authorized but previously unissued Common Stock.
18. When will dividends be reinvested for Participants in Common Stock of
the Company?
Dividends will be reinvested for Participants in Common Stock of the
Company and shares thus purchased will be entered in the respective Plan
Accounts of Participants on the Company's regular quarter-annual dividend
payment dates which at the present time are the 15th day of January, April, July
and October and on the dividend payment dates of any special cash dividends as,
if and when paid. Accordingly, Participants will not be entitled to any interest
payments thereon but will thereafter receive dividends on the shares so
purchased and held by the Company in the Plan Accounts of the respective
Participants.
Participants' Plan Account and Reports
19. Will dividends be paid on shares held in a Participant's Plan Account?
Dividends will be paid on whole shares and any fractional shares held
in each Participant's Plan Account as well as on each Participant's other shares
held of record. However, whether such dividends on a Participant's Plan Account
are reinvested in additional shares of the Company depends upon the limitations
set forth elsewhere in this Prospectus and upon the option chosen by each
respective Participant (please see the response to Question 8).
20. Will stock certificates be issued on the reinvestment shares of
Participants?
Stock certificates will not be issued for the shares in a
Participant's Plan Account except when a specific Withdrawal Instruction for
whole share certificates or a Termination Instruction is properly completed,
signed and returned to the Company (please see Questions 10, 11, 12 and 13 for
further details).
Shares credited to a Participant's Plan Account are not available to
be pledged as collateral until after a Withdrawal Instruction or Termination
Instruction is properly filed and a stock certificate is issued by the Company
as set forth in the response to Questions 10 and 11.
21. What reports will be given to Participants?
A Statement of Account will be sent to Participants at or shortly
after each quarter-annual or special dividend reinvestment and to any
Participant affected by any other transaction involving his or her Plan Account.
Income Tax Consequences
22. What are the Federal income tax consequences of Plan participation?
The following Federal income tax consequences are provided for
information purposes only and do not constitute a definitive or comprehensive
tax analysis. Participants are advised to consult their own tax advisors
concerning any Federal income tax questions.
A Participant will be treated for federal income tax purposes as
having received, on each dividend payment date, the full amount of dividends
reinvested in shares as a cash dividend equal in amount to the fair
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market value of the purchased shares on the dividend payment date, even though
that amount is not actually received in cash. Therefore, Participants will
recognize taxable income in an amount equal to the fair market value of the
purchased shares. FOR EXAMPLE, in the event of a dividend pursuant to which a
Participant received $100.00 in value of Common Stock (i.e., a cash equivalent
dividend of $95.00), the Participant will be taxable on the full $100.00 in
value received pursuant to the dividend. The tax basis of the shares credited to
the Plan Account of a Participant will be equal to the fair market value of such
shares on the dividend payment date ($100 in the example).
A Participant will not realize any taxable income upon the receipt of
stock certificates for whole shares that were credited to the Participant's
account, either upon the withdrawal by the Participant of shares from the Plan
or the termination of the Plan by the Company. In the case of a fractional
share, gain or loss, if any, will be recognized when the Participant receives
payment from the Company for the fair market value of the fractional share. The
amount of such gain or loss will be measured by the difference, if any, between
the amount that the Participant receives and the Participant's tax basis in the
fractional share.
23. What provisions are made for Participants whose dividends are subject
to income tax withholding?
In the case of those Participants whose dividends are subject to
United States income tax backup withholding, the Company will apply the net
amount of their dividends, after the deduction for taxes, to the purchase of
shares of Common Stock. As a general matter, backup withholding is required, at
a rate of 31 percent, if (1) the Participant fails to furnish its taxpayer
identification number (the "TIN") to the Company as required; (2) the Internal
Revenue Service (the "IRS") notifies the Company that the TIN furnished by the
Participant is incorrect; (3) the IRS notifies the Company that the Participant
has failed properly to report certain payments as required; or (4) the
Participant fails to certify under penalties of perjury that it (i) has provided
its correct TIN and (ii) is not subject to backup withholding.
24. What is the tax treatment of cash received by a Participant upon the
Participant's sale of shares received by the Participant pursuant to the Plan?
Assuming that the shares are held as capital assets, a Participant who
sells shares to a third party will recognize either short-term or long-term
capital gain or loss, depending on his or her particular circumstances, the tax
basis of his shares, and the period of time he has held his shares.
25. What are the state or local income tax consequences of Plan
participation?
Participants are advised to consult their own tax advisors as to any
state or local income tax consequences of Plan participation.
Company's Responsibility
26. What is the Company's responsibility under the Plan?
The Company will be responsible to administer the Plan, keep records,
act as custodian, send Statements of Account to Participants periodically and
perform any other duties relating to the Plan in conformity with this Prospectus
and the option chosen by each Participant under the response to Question 8, all
at no cost to the Participant.
EACH Participant AGREES, as part of the Plan and in consideration of
the opportunity of joining the Plan, that the Company and its directors,
officers, and employees in establishing and administering the Plan will have NO
LIABILITY for any good faith action or good faith omission to act, including,
but not by way of limitation, any claim of liability for failure to terminate a
Participant's Plan Account upon a Participant's death prior to receipt of a
proper Termination Instruction in writing from the decedent's personal
representatives, AND NO
-10-
<PAGE>
LIABILITY for Participant's failure to make a profit on shares in Participant's
Plan Account or Company's failure to protect Participant against a loss on
shares purchased or sold in Participant's Plan Account.
Other Miscellaneous Information
27. How will a Plan Account be affected by the sale of all the
Participant's shares?
When a Participant no longer owns at least one whole share of the
Company's Common Stock either of record or in a Plan Account, the Participant's
Plan Account will be terminated and a check for the fair market value of any
fractional share will be issued as referred to in the response to Question 10.
However, so long as there is at least one whole share held by a Participant of
record or in a Plan Account, dividends on any whole and any fractional shares
owned of record or in the Plan Account will continue to be reinvested until the
Company is otherwise directed by Participant.
28. How will a Plan Account be affected by a stock dividend, stock
split or rights offering?
In the event of any stock dividend or split of shares, Participant's
Plan Account will be adjusted to reflect the stock dividend or stock split for
all shares held in the Plan Account. In the event of a rights offering, the
Participant will receive rights both on shares held by the Participant of record
and on those shares held in the Plan Account.
29. How will a Participant vote shares in a Plan Account at meetings
of shareholders?
Each Participant will receive a single proxy covering the total number
of shares held by a Participant of record and those held in the Plan Account,
which shares may then be voted by proxy or at the meeting in person.
30. May the Company change or discontinue the Plan?
The Company reserves the right to suspend or terminate the Plan at any
time. All Participants will receive notice of any such action. However, the
Company's present intention is not to suspend or terminate the Plan (1) until an
insufficient number of unissued shares remains out of the 480,000 shares covered
by this Prospectus for the purpose of satisfying Plan requirements for any
future regular or special dividend (unless additional shares for use under the
Plan have been properly registered by the Company with the Commission and the
PPUC has approved the necessary Securities Certificate), or (2) until such
future time as Company may then decide it to be advisable to discontinue such
Plan. Upon any termination of the Plan by the Company, a stock certificate will
be issued to each Participant for all whole shares held in the Plan, plus a
check for the value of any fractional share at the fair market value determined
as of the immediately previous record date for dividend reinvestment purposes as
set forth in the response to Question 14. In the event of any such Company
termination of the Plan, the Company reserves the right at any time thereafter
to reinstate the Plan or institute a different dividend reinvestment plan upon
complying with all necessary governmental registrations, filings and approvals.
The Company also reserves the right from time to time to adopt, change
or discontinue administrative rules and regulations governing the administration
of the Plan as the Company may deem both lawful and appropriate or desirable for
such purpose.
31. Does the Plan require any governmental approvals?
The Plan initially became effective when the PPUC registered a
Securities Certificate on December 17, 1982. An increase in the authorized
shares to 120,000 from 60,000 (on a pre-split basis) became effective when the
PPUC registered a Securities Certificate on February 3, 1994. The Plan was
amended to reflect the elimination of the par value of the Common Stock approved
by the shareholders and the four-for-one stock split declared by the Board of
Directors on May 5, 1997, and the PPUC registered a Securities Certificate
applicable to the amended Plan on May 22, 1997.
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<PAGE>
32. Are the subject matter captions and questions herein contained
part of the Plan?
The captions and questions contained in this Prospectus are for
reference purposes only, are not all inclusive and, accordingly, are not
properly part of the Plan.
USE OF PROCEEDS
The proceeds from the sale of Common Stock of the Company pursuant to the
Plan will be used for general corporate purposes.
DESCRIPTION OF THE COMPANY'S CAPITAL STOCK
The authorized capital stock of the Company consists of 6,500,000 shares,
divided into 6,000,000 shares of Common Stock, without par value ("Common
Stock"), and 500,000 shares of Series Preferred Stock, without par value
("Preferred Stock"). As of June 1, 1997, there were 2,908,831 shares of Common
Stock outstanding (as adjusted for the four-for-one stock split) held by 1,276
shareholders of record, and there were no shares of Preferred Stock outstanding.
Common Stock
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 nine directors, with three separate classes of directors
and with each such class 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 and of any shares
of Preferred Stock which may be outstanding, 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 upon (i) the Company's success in
financing future capital expenditure requirements through debt and equity
issuances, (ii) the Company's success in obtaining 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.
-12-
<PAGE>
The Company is subject to the Pennsylvania Business Corporation Law of
1988, as amended (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 generally 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 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 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, it is the position of the
PPUC to require PPUC approval before any person or group acting in concert can
lawfully
-13-
<PAGE>
acquire in any transaction or series of transactions 20% or more of the voting
interests in any public utility subject to the Pennsylvania Public Utility Code.
Preferred Stock
The Company also has authorized 500,000 shares of Preferred Stock which the
board of directors has discretion to issue in such series and with such
preferences and rights as it may designate. Such preferences and rights may be
superior to those of the holders of Common Stock. For example, the holders of
Preferred Stock may be given a preference in payment upon liquidation of the
Company, or for the payment or accumulation of dividends before any
distributions are made to the holders of Common Stock. No shares of the
Preferred Stock have been issued. The issuance of shares of Preferred Stock,
while potentially providing desirable flexibility in connection with raising
capital for the Company's needs and other corporate purposes, could have the
effect of making it more difficult for a third party to acquire a majority of
the outstanding voting stock of the Company. The Company has no present
intention to issue shares of Preferred Stock.
LEGAL OPINION
The validity of the Shares offered hereby will be passed upon for the
Company by Morgan, Lewis & Bockius LLP, 2000 One Logan Square, Philadelphia,
Pennsylvania 19103-6993.
EXPERTS
The financial statements and schedule of the Company as 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 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.
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The BCL gives Pennsylvania corporations the power to indemnify present and
former officers and directors under certain circumstances. Article VIII of
Company's By-Laws contains provisions which provide for indemnification of
certain persons (including officers and directors).
Directors' and officers' liability insurance has been purchased for all of
the Company's directors and officers. This insurance also insures the Company
against amounts paid by the Company to indemnify covered directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted for directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, the
Company has been informed 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.
-14-
<PAGE>
No person has been authorized to give any information or to make any
representation other than as contained in this Prospectus. This Prospectus does
not constitute an offer of any securities other than those described on the
cover page or an offer to sell or a solicitation of an offer to buy within any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation within such jurisdiction.
---------------------------
TABLE OF CONTENTS
Page
Available Information...................................................... 3
Documents Incorporated by Reference........................................ 3
The Company................................................................ 4
Plan Description........................................................... 5
Purpose ......................................................... 5
Advantages ......................................................... 5
Administration ......................................................... 6
Participation ......................................................... 6
Dividend Reinvestment Options........................................... 7
Withdrawal or Termination............................................... 9
Purchases and Cost Thereof.............................................. 10
Participants' Plan Account and Reports.................................. 11
Income Tax Consequences................................................. 12
Company's Responsibility................................................ 13
Other Miscellaneous Information......................................... 13
Use of Proceeds............................................................ 15
Description of the Company's Capital Stock................................. 15
Legal Opinion.............................................................. 18
Experts.................................................................... 18
Commission Position on Indemnification
for Securities Act Liabilities........................................... 18
[LOGO]
THE
YORK WATER
COMPANY
OPTIONAL
DIVIDEND REINVESTMENT
PLAN
--------------
480,000 Shares
Common Stock
(no par value)
--------------
PROSPECTUS
Dated June 12, 1997
<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 on this Amendment No. 1 to Form S-3
will be paid by the Registrant and are as follows:
Registration fee.................................... $ 0.00
Printing and engraving.............................. 3,000.00
Accounting fees and expenses........................ 2,000.00
Legal fees and expenses............................. 10,000.00
Miscellaneous....................................... 1,000.00
Total Expenses.............................. $16,000.00
=========
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 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,
II-1
<PAGE>
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 against any
amounts paid by the Company to indemnify covered directors and officers.
Item 16. List of Exhibits.
<TABLE>
<CAPTION>
Exhibit Description of Incorporated by
No. Exhibits Reference to
------- -------------- ---------------
<S> <C> <C>
4.1 Amended and Restated Articles of Incorporation of
the Registrant.........................................
4.2 By-Laws, as amended, of the Registrant................. Incorporated herein by reference. Filed
previously with the Securities and Exchange
Commission as Exhibit 4.2 to the Company's
Form S-3 dated July 1, 1996 (File No. 333-
7307).
4.3 Optional Dividend Reinvestment Plan.................... Incorporated herein by reference. Filed
previously with the Securities and Exchange
Commission as the Company's Form S-3
dated July 7, 1994 (File No. 2-80547).
4.4 Employees' Stock Purchase Plan Dated November
28, 1988............................................... Incorporated herein by reference. Filed
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 $6,000,000 10.17%
Senior Notes, Series A and $5,000,000 9.60% Senior
Notes, Series B dated January 2, 1989.................. Incorporated herein by reference. Filed
previously with the Securities and Exchange
Commission as Exhibit 4.5 to the Company's
1989 Form 10-K.
4.6 Note Agreement Relative to the $6,500,000 10.05%
Senior Notes, Series C dated August 15, 1990........... Incorporated herein by reference. Filed
previously with the Securities and Exchange
Commission as Exhibit 4.6 to the Company's
1990 Form 10-K.
4.7 Note Agreement Relative to the $7,500,000 8.43%
Senior Notes, Series D dated December 15, 1992......... Incorporated herein by reference. Filed
previously with the Securities and Exchange
Commission as Exhibit 4.7 to the Company's
1992 Form 10-K.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit Description of Incorporated by
No. Exhibits Reference to
------- -------------- ---------------
<S> <C> <C>
4.8 Fourth Supplemental Acquisition, Financing and Sale
Agreement Relative to the $2,700,000 4.75% Water
Facilities Revenue Refunding Bonds dated February
1, 1994................................................ Incorporated herein by reference. Filed
previously with the Securities and Exchange
Commission as Exhibit 4.8 to the Company's
Quarterly Report Form 10-Q for the quarter
ended June 30, 1994.
4.9 Fifth Supplemental Acquisition, Financing and Sale
Agreement Relative to the $4,300,000 5% Water
Facilities Revenue Refunding Bonds dated October 1,
1995................................................... Incorporated herein by reference. Filed
previously with the Securities and Exchange
Commission as Exhibit 4.9 to the Company's
Quarterly Report Form 10-Q for the quarter
ended September 30, 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 are included on the signature page of this
registration statement
</TABLE>
- ----------
* Filed herewith.
** Previously filed.
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; and
(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;
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 with or furnished to the Commission 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.
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<PAGE>
(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.
II-4
<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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of York, Pennsylvania, on June 10, 1997.
THE YORK WATER COMPANY
By /s/ William T. Morris
-------------------------------------
William T. Morris
President and Chief Executive Officer
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 date indicated. Each person in so signing also 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, 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.
Signature Title Date
--------- ----- ----
/s/ William T. Morris, P.E. President, Chief Executive June 10, 1997
- ----------------------------- Officer and Director
William T. Morris, P.E. (Principal Executive
and Financial Officer)
/s/ Jeffrey S. Osman Vice President - Finance, June 10, 1997
- ----------------------------- Secretary and Treasurer
Jeffrey S. Osman
/s/ Irvin S. Naylor Chairman of the Board June 10, 1997
- ----------------------------- and Director
Irvin S. Naylor
- ----------------------------- Director
Chloe Eichelberger
/s/ John L. Finlayson Director June 10, 1997
- -----------------------------
John L. Finlayson
- ----------------------------- Director
Michael W. Gang
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<PAGE>
/s/ George Hay Kain, III Director June 10, 1997
- -----------------------------
George Hay Kain, III
/s/ Horace Keesey, III Vice Chairman of the June 10, 1997
- ----------------------------- Board and Director
Horace Keesey, III
/s/ Frank Motter Director June 10, 1997
- -----------------------------
Frank Motter
/s/ Paul W. Ware Director June 10, 1997
- -----------------------------
Paul W. Ware
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibits
- ----------- -----------------------
4.1 Amended and Restated Articles of Incorporation of Registrant
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.2 Consent of KPMG Peat Marwick LLP
<PAGE>
Exhibit 4.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE YORK WATER COMPANY
Article I.
The name of the corporation is The York Water Company.
Article II.
The address of the registered office of the Corporation in this
Commonwealth is 130 East Market Street, York, Pennsylvania 17401.
Article III.
The purpose or purposes for which the Corporation is incorporated under
the Business Corporation Law of the Commonwealth of Pennsylvania are to engage
in, and do any lawful act concerning, any or all lawful business for which a
corporation may be incorporated under said Business Corporation Law; provided,
however, that the Corporation shall be authorized and have the corporate power
to supply water to the public only within the service territory as described in
the attached Schedule 1.
Article IV.
The term for which the Corporation is to exist is perpetual.
Article V.
The aggregate number of shares which the Corporation shall have
authority to issue is 6,500,000 shares divided into 6,000,000 shares of Common
Stock, without par value, and 500,000 shares of Series Preferred Stock, without
par value. At any meeting of the shareholders, each holder of Common Stock shall
be entitled to one vote per share. The board of directors shall have the full
authority permitted by law to determine the voting rights, if any, and
designations, preferences, qualifications, limitations, restrictions, and the
special or relative rights of any class or any series of any class of the Series
Preferred Stock that may be desired.
Article VI.
Holders of Common Stock shall have the right to cumulate their votes for
the election of directors of the Corporation.
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SCHEDULE 1
ALL of the City of York, the Boroughs of East Prospect, Glen Rock,
Hallam, Jacobus, Jefferson, Loganville, Manchester, Mount Wolf, New Freedom, New
Salem, North York, Railroad, Seven Valleys, Shrewsbury, Spring Grove, West York,
Wrightsville, York Haven and Yorkana, and the Townships of East Manchester,
Hellam, Manchester, Shrewsbury, Springfield, Spring Garden, Springettsbury and
West Manchester, and parts of the Townships of Codorus, Hopewell, Jackson, Lower
Windsor, Newberry, North Codorus, North Hopewell, Windsor and York, all in the
County of York and Commonwealth of Pennsylvania, collectively bounded and
described as follows, to wit:
BEGINNING at a point in the center line of the Codorus Creek at the
junction of the boundary lines of Hellam Township and East Manchester Township
which is also a point of intersection on the York County-Lancaster County
boundary line; thence in a generally northwestwardly direction along the York
County-Lancaster County boundary line and along the southwestern side of the
Susquehanna River to a point at the intersection of the York County, Dauphin
County and Lancaster County boundary lines which point is located in a generally
northwestwardly direction from the Borough of York Haven; thence in a generally
southwardly direction in a straight line to the point of intersection of the
center lines of the Little Conewago Creek, the Conewago Creek and the common
point of the boundary lines of East Manchester Township, Newberry Township and
Conewago Township which point is located in a generally westwardly direction
from Conewago Heights; thence in a generally southwestwardly direction along the
center line of the Little Conewago Creek which is also the East Manchester
Township-Conewago Township boundary line and also becomes the Manchester
Township-Conewago Township boundary line and also becomes the Manchester
Township-Dover Township boundary line and also becomes the West Manchester
Township-Dover Township boundary line, to the point of intersection on the
center line of the Little Conewago Creek with the center line of Honey Run Creek
which point is located in a generally westwardly direction from the northern
portion of Honey Run Golf Course; thence in a generally southwardly direction
along the center line of the Honey Run Creek which is also the West Manchester
Township-Dover Township boundary line, to a point located approximately 1,800
feet north of the point of junction of the southern boundary line of Dover
Township with the northern boundary line of Jackson Township and the western
boundary line of West Manchester Township which point is located 200 feet north
of Pennsylvania Route 234 also known as the East Berlin Road; thence in a
generally westwardly direction along the Jackson Township-Dover Township
boundary line to a point on said line 200 feet north of Pennsylvania Route 234
also known as the East Berlin Road; thence in a generally westwardly direction
along a line 200 feet north of Pennsylvania Route 234 also known as the East
Berlin Road
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parallel to and concentric with thereto to a point 200 feet north of
Pennsylvania Route 234 at the intersection of the Jackson-Paradise Township
boundary line; thence in a generally southeastwardly direction to a point at
the intersection of the North Codorus-Codorus Township boundary line with the
Codorus Creek adjacent to Manheim Township; thence in a generally
southeastwardly direction to a point BM 649 at Brodbecks at the Codorus Creek;
thence generally northeastwardly to the point of intersection thereof with the
junction of the southern boundary line of Springfield Township, with the
northern boundary line of Shrewsbury Township and the eastern boundary line of
Codorus Township; thence in a generally northwardly direction along the center
line of the East Branch of the Codorus Creek which is also the Springfield
Township-North Hopewell Township boundary line to the point of intersection
thereof with the junction of the eastern boundary of Springfield Township, with
the northern boundary line of North Hopewell Township and the southern boundary
line of York Township; thence in said York Township in a generally
northeastwardly direction to a point at the intersection of Chapel Church Road
(York Township Route T-736) and Springwood Road (L.R. 66053) which point is
located at Relay; thence in a straight line in a generally northeastwardly
direction to a point in Windsor Road (L.R. 66020) in Windsor Township 200 feet
in a generally southwardly direction as measured along said road from its
intersection with Ruppert Road (T-753) which leads eastwardly from Windsor Road
to Holtz; thence in a straight line in a generally northeastwardly direction to
a point in Lower Windsor Township located 5,300 feet north of the center line of
Beaver Creek with such point being located on the York County-Lancaster County
boundary line in the Village of Long Level; thence in a generally
northwestwardly direction along the York County-Lancaster County line to a point
in the center line of the Codorus Creek at the junction of the boundary lines of
Hellam Township and East Manchester Township, the place of BEGINNING.
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AMENDMENT A TO SCHEDULE 1
SERVICE AREA EXPANSION
February 24, 1997
ALL of the Boroughs of Glen Rock, Shrewsbury, New Freedom, Railroad,
Township of Shrewsbury and parts of the Townships of Hopewell and North
Hopewell, collectively bounded and described as follows, to wit:
"BEGINNING at the point of junction of the Codorus Township, Springfield
Township and Shrewsbury Township boundary lines, which point is located
northwest of Glen Rock Borough; thence in a generally southwestwardly direction
along the center line of the Centerville Creek which is also the Shrewsbury
Township-Codorus Township boundary line to the point of intersection thereof
with the junction of the southern boundary of Shrewsbury Township with the
northern boundary of Baltimore County, Maryland; thence in a generally
eastwardly direction along said northern boundary line of Baltimore County to
the point of intersection thereof with the junction of the center line of Deer
Creek which point is located in Hopewell Township southeast of Stewartstown
Borough; thence in a generally northwestwardly direction to the point of
junction of Shrewsbury Township, North Hopewell Township and Springfield
Township boundary lines, which point is located northeast of Shrewsbury Borough;
thence in a generally southwestwardly direction to the point of junction of the
Codorus Township, Springfield Township and Shrewsbury Township boundary lines
and the place of the BEGINNING."
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Exhibit 5.1
June 10, 1997
The York Water Company
130 East Market Street
York, Pennsylvania 17405
Re: The York Water Company - Form S-3 Registration Statement Relating to
The York Water Company Dividend Reinvestment Plan
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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 480,000 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 Dividend Reinvestment
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 5.1 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
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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 Prospectus.
KPMG Peat Marwick LLP
Harrisburg, Pennsylvania
June 12, 1997
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