SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 193
X Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2
X Definitive Proxy Statement
Definitive Additional Material
Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-1
The York Water Company
(Name of Registrant as Specified In Its Charter)
The York Water Company
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
X No fee required
Fee computed on table below per exchange Act Rules 14a
6(i)(4) and 0-1
1) Title of each class of securities to which transaction
applies:
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computed pursuant to Exchange Act Rule 0-11:
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* Set forth the amount on which the filing fee is calculated
and state how it was determined.
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
<PAGE>
THE YORK WATER COMPANY
130 EAST MARKET STREET
YORK, PENNSYLVANIA 17401
March 31, 2000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF THE YORK WATER COMPANY
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Shareholders of The York Water Company will be held at the office
of the Company, 130 East Market Street, in the City of York,
Pennsylvania, on Monday, May 1, 2000 at 1:00 P.M. for the purpose
of taking action upon the following proposals:
(1) To elect three (3) Directors to three-year terms of
office;
(2) To consider and vote upon a proposal to amend and
restate the Articles of Incorporation of the Company;
(3) To appoint independent accountants to audit the
financial statements of the Company for the year 2000;
and
(4) To transact such other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on March
15, 2000 as the record date for the determination of shareholders
entitled to notice of and to vote at the meeting, and at any
adjournment or adjournments thereof.
You are cordially invited to attend the meeting. In the event
you will be unable to attend, you are respectfully requested to
sign, date and return the enclosed proxy at your earliest
convenience in the enclosed stamped return envelope. Returning
your proxy does not deprive you of the right to attend the
meeting and vote your shares in person.
By order of the Board of Directors,
JEFFREY S. OSMAN
Secretary
<PAGE>
THE YORK WATER COMPANY
130 EAST MARKET STREET
YORK, PENNSYLVANIA 17401
March 31, 2000
PROXY STATEMENT
This Proxy Statement and the accompanying form of proxy are
being furnished to the shareholders of The York Water Company
(hereinafter referred to as the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company,
whereby shareholders would appoint Irvin S. Naylor, William T.
Morris, and Horace Keesey III and each of them, as Proxies on
behalf of the shareholders, to be used at the Annual Meeting of
the Shareholders of the Company to be held at 1:00 p.m. at the
office of the Company on Monday, May 1, 2000 (the "Annual
Meeting") and at any adjournment thereof.
Solicitation of proxies will be primarily by mail. Proxies
may also be solicited personally and by telephone by regular
employees of the Company. The expenses of the solicitation will
be borne by the Company. Such expenses may also include ordinary
charges and expenses of brokerage houses and other custodians,
nominees and other fiduciaries for forwarding documents to
shareholders. This Proxy Statement has been mailed to
shareholders of the Company on or about March 31, 2000.
A shareholder who completes and forwards the enclosed proxy
to the Company's transfer agent, American Stock and Transfer
Company, is not precluded from attending the Annual Meeting
and voting his or her shares in person, and may revoke the proxy
by delivering a later dated proxy or by written notification to
the Company or to the transfer agent, at any time before the
proxy is exercised.
PURPOSE OF THE MEETING
At the Annual Meeting, shareholders of the Company will
consider and vote upon proposals: (i) to elect three (3)
Directors to serve for a term of three (3) years; (ii) to
consider and vote upon a proposal to amend and restate the
Articles of Incorporation of the Company; and (iii) to ratify the
appointment of Stambaugh Ness, P.C. as independent auditors for
the fiscal year ending December 31, 2000. Shareholders may also
consider and vote upon such other matters as may properly come
before the Annual Meeting or any adjournment thereof.
VOTING AT THE MEETING
The outstanding securities of the Company entitled to vote
at the meeting consist of 3,027,090 shares of Common Stock. The
presence at the Annual Meeting in person or by proxy of
shareholders entitled to cast a majority of the votes which all
shareholders are entitled to cast will constitute a quorum for
the Annual Meeting.
The record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting or at any
adjournment or adjournments thereof was the close of business on
March 15, 2000. Shareholders are entitled to one vote for each
share on all matters coming before the meeting, except that
shareholders have cumulative voting rights with respect to the
election of Directors. Cumulative voting rights permit each
shareholder to cast as many votes in the election
<PAGE>
of each class of Directors to be elected as shall equal the
number of such shareholder's shares of Common Stock multiplied by
the number of Directors to be elected in such class of Directors,
and each shareholder may cast all such votes for a single nominee
or distribute such votes among two or more nominees in such class
as the shareholder may see fit. Discretionary authority to
cumulate votes is not being solicited.
In accordance with Pennsylvania law, a shareholder can
withhold authority to vote for all nominees for directors or can
withhold authority to vote for certain nominees for directors.
Directors will be elected by a plurality of the votes cast.
Votes that are withheld will be excluded from the vote and will
have no effect.
Any votes that are withheld on the proposal to ratify the
selection of the independent accountants will have the effect of
a negative vote because this proposal requires the affirmative
vote of a majority of the shares present at the meeting in person
or represented by proxy at the meeting and entitled to vote.
Brokers who have received no voting instructions from their
customers will have discretion to vote with respect to election
of directors and the proposal to ratify the Company's auditors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
No person, so far as known to the Company, beneficially owns
five (5) percent or more of the Company's outstanding Common
Stock as of March 15, 2000.
The following table sets forth certain information regarding
the beneficial ownership of our common stock as of January 31,
2000 by (1) each director and other director nominee of the
Company, (2) each executive officer named in the summary
compensation table included elsewhere herein and (3) all
executive officers and directors as a group.
The information appearing in the following table with
respect to principal occupation and beneficial ownership of
Common Stock of the Company has been furnished to the Company by
the three nominees and the six directors continuing in office as
of January 31, 2000.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C><C> <C> <C> <C>
Director Full Shares Percent of
Principal Occupation During or Officer Owned Total Shares
Name Age Last Five Years Since Beneficially<F1> Outstanding<F2>
NOMINEES FOR ELECTION TO THREE YEAR TERMS EXPIRING IN 2003
Frank Motter* 72 President, Motter Printing Press Co., 3/26/79 18,784 <F3> 0.62
June, 1972 to date
George Hay Kain, III, Esq. 51 Sole Practitioner, Attorney at Law 8/25/86 15,255 <F4> 0.51
April, 1982 to date
Michael W. Gang, Esq.** 49 Partner, Morgan, Lewis & Bockius LLP, 1/22/96 1,625 0.06
Counselors at Law, October, 1984
to date. Morgan, Lewis & Bockius LLP
is counsel to the Company
TO CONTINUE FOR TERMS EXPIRING IN 2001
Irvin S. Naylor* 64 Chairman of the Board, The York Water 10/31/60 16,053 0.53
Company, September, 1993 to date
Secretary-Treasurer, The York Water
Company, May, 1977 to September, 1993
President/Owner, Snow Time, Inc., Owns
and Operates Ski Areas, June, 1964 to date
Vice Chairman/Owner, Cor-Box, Inc.,
Mfg. Corrugated Boxes, June, 1966 to date
William T. Morris, P.E.* 62 President and Chief Executive Officer, 4/19/78 12,121 <F5> 0.40
The York Water Company, May, 1995 to date
President and General Manager,
The York Water Company, May, 1982
to May, 1995
Horace Keesey III* 71 Vice Chairman of the Board, The York 8/27/79 14,415 <F6> 0.48
Water Company, May, 1995 to date
Vice President, The York Water
Company, May, 1986 to May, 1995
TO CONTINUE FOR TERMS EXPIRING IN 2002
Paul W. Ware* 53 Retired Chairman, Penn Fuel Gas, Inc., 3/27/89 136,923 <F7> 4.53
September, 1998 to date
Chairman, Penn Fuel Gas, Inc., June,
1990 to August, 1998
John L. Finlayson** 59 Vice President-Finance and 9/2/93 3,494 0.12
Administration, Susquehanna Pfaltzgraff
Co., August, 1978 to date
Chloe R. Eichelberger 65 Owner/President/Chief Executive Officer, 9/15/95 2,093 0.07
Chloe Eichelberger Textiles, Inc.,
September, 1987 to date
EXECUTIVE OFFICERS NAMED IN COMPENSATION TABLE
Jeffrey S. Osman 57 Vice President-Finance and Secretary- 05/01/95 226 0.01
Treasurer, The York Water Company,
May, 1995 to date
Controller, The York Water Company,
February, 1983 to May, 1995
All Directors and Executive Officers as a group 220,989 <F8> 7.30
* Members and (**) Alternate Members of the Executive Committee.
<PAGE>
<F1> Except as indicated in the footnotes below, Directors possessed sole voting power and sole
investment power with respect
to all shares set forth in this column.
<F2> The percentage for each individual or group is based on the aggregate shares outstanding as of
March 15, 2000 (3,027,090 shares).
<F3> Includes 4,300 shares held by Mr. Motter's wife, for which Mr. Motter disclaims beneficial
ownership.
<F4> Includes 3,391 shares held by Mr. Kain's wife and child for which Mr. Kain disclaims beneficial
ownership. Also includes
6,232 shares held by the estate of Mr. Kain's grandfather, for which he is one of three co-trustees and
shares voting power
and investment power.
<F5> Includes 10,460 shares owned jointly with Mr. Morris' wife and mother, for which he shares voting
and investment power.
<F6> Includes 3,093 shares owned jointly with Mr. Keesey's four adult children, for which he shares
voting and investment power.
<F7> Includes 4,180 shares held by Mr. Ware as custodian for his two minor children and 3,631 shares
for his wife, for which Mr.
Ware disclaims beneficial ownership. Also includes 123,460 shares held by Oxford Foundation, a
charitable foundation, of
which Mr. Ware is a Director. Mr. Ware shares voting power and investment power with respect to this
holding.
<F8> Includes shares owned by family members, and certain other shares, as to which some Directors
and Officers disclaim any
beneficial ownership and which are further disclosed in the notes above.
</TABLE>
ELECTION OF DIRECTORS
At the Annual Meeting, all the nominees, each of whom is
currently serving as Director, are to be elected to serve for the
ensuing three (3) years and until their respective successors
have been elected and qualified. The bylaws of the Company
provide that the Board of Directors will consist of not less than
a total of nine Directors, who are elected to staggered
three-year terms of office. Each share represented by the
enclosed proxy will be voted for each of the nominees listed,
unless authority to do so is withheld. If any nominee becomes
unavailable for any reason or if a vacancy should occur before
the election (which events are not anticipated), the shares
represented by the enclosed proxy may be voted for such other
person as may be determined by the Proxies.
The three Directors are to be elected by a plurality of the
votes cast at the Annual Meeting. The Board of Directors
unanimously recommends a vote "FOR" each of the nominees.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company believes that during the year ended December 31,
1999, its directors and executive officers complied with all
applicable filing requirements of Section 16(a) of the Securities
Exchange Act of 1934. The foregoing statement is based solely
upon a review of copies of reports furnished to the Company and
written representations of its Directors and executive officers
that no other reports were required.
<PAGE>
GENERAL INFORMATION ABOUT OTHER BOARDS OF DIRECTORS
The following members of the Board of Directors of The York
Water Company are Board members of other publicly held companies
as indicated below:
Publicly Held
Companies Other Than
Board Members The York Water Company
Ms. Chloe Eichelberger First Capitol Bank
Mr. Frank Motter Drovers Bancshares Corp. and
The Drovers & Mechanics Bank
Mr. Paul W. Ware American Water Works Company
COMMITTEES AND FUNCTIONS
The Company has an Executive Committee, an Audit
Committee and a Compensation and Nomination Committee, all of
which are composed of members of the Board of Directors.
The Executive Committee held ten (10) meetings during
the fiscal year ended December 31, 1999. The Executive Committee
is empowered to function as delegated by the Board of Directors.
The Executive Committee is composed of the following Directors
appointed by the Board: Irvin S. Naylor, Chairman; William T.
Morris, P.E.; Horace Keesey III; Frank Motter; and Paul W. Ware.
The Audit Committee held two (2) meetings during the
fiscal year-ended 1999. The Audit Committee monitors the audit
functions of our independent public accountants and internal
controls of the Company. The Audit Committee of the Company is
composed of the following Directors appointed by the Board: Paul
W. Ware, Chairman; Frank Motter; John L. Finlayson; and Chloe R.
Eichelberger.
The Compensation and Nomination Committee held two (2)
meetings during the fiscal year-ended 1999 and considers and
makes recommendations to the Board of Directors concerning the
proposed compensations, salaries and per diems of the corporate
officers, Directors and members of the Committees of the Board of
Directors of the Company and makes recommendations to the Board
of Directors for nominations for Directors and officers of the
Company. This Committee will consider nominees recommended by
shareholders of the Company. Such recommendations should be
made in writing, should include a statement of the recommended
nominee's qualifications, and should be addressed to the
Committee at the address of the Company. In accordance with the
Company's bylaws, actual nominations must be made in writing and
must be received by the Company not less than ninety (90) days
before the date of the Annual Meeting. The Compensation and
Nomination Committee is composed of the following Directors
appointed by the Board: Frank Motter, Chairman; Paul W. Ware;
John L. Finlayson; Michael W. Gang; and Irvin S. Naylor, ex
officio.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning
compensation paid or accrued by the Company to the Chief
Executive Officer and the Vice President-Finance,
Secretary-Treasurer of the Company. No other executive officer
of the Company earned more than $100,000 in salary during any of
the last three fiscal years. The Company has not paid any
bonuses in any of the last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and All Other
Principal Compensation
Position Year Salary<f$> ($)<F1> <F2>
William T. Morris, 1999 163,710 1,000
President, Chief 1998 152,041 2,839
Executive Officer 1997 144,102 2,839
and Director
Jeffrey S. Osman, 1999 102,236 1,000
Vice President- 1998 91,965 1,000
Finance, Secretary- 1997 85,816 1,000
Treasurer
<F1> Represents $1,000 of Company matching contributions to
the 401(k) plan in 1997, 1998, and 1999 and $1,839 in
insurance policy premiums expended by the Company to fund
Mr. Morris' interest in the Deferred Compensation Program
in 1997 and 1998. It is anticipated that the Company
will make no additional expenditures in remaining policy
premiums to fund Mr. Morris' interest in the Deferred
Compensation Program.
<F2> Represents $1,000 of Company matching contributions to
the 401(k) plan in 1997, 1998, and 1999.
Officers with five years' service are entitled to benefits
under the Company's General and Administrative Employees Pension
Plan (the "Pension Plan") upon retirement after attaining age 55.
The pension benefit computation is based on the years of service
times the sum of $17.50 and 1-1/2% of that portion of the final
average monthly earnings which are in excess of $400. The final
average monthly earnings are the average of the employee's
earnings for the 60 months immediately preceding the date the
pension benefit calculation is made. As of December 31, 1999,
Mr. Morris has been credited with 31 years of service and Mr.
Osman has been credited with 16 years of service under the
Pension Plan. The following table illustrates the approximate
annual benefit that may become payable under the Pension Plan to
the executive officers who have met both the five year and 55
year age requirements, based upon the indicated assumptions as to
remuneration and years of credited service.
<PAGE>
Remuneration 16 20 25 31 35
$196,452 $38,610 $48,263 $60,329 $74,808 $84,460
122,683 23,857 29,821 37,276 46,222 52,186
The above figures assume retirement at age 65 with a
straight-life annuity and without reduction for a survivor
benefit or Social Security benefits.
The Company maintains a supplemental retirement program
(the "Supplemental Plan"), which provides senior management with
a retirement benefit in addition to the Pension Plan. The
Supplemental Plan is designed to encourage management to stay
with the Company until retirement. Supplemental Plan benefits
have been made available to five members of the Company's
management and are payable to the executive or his beneficiary (a
"Supplemental Plan Beneficiary") monthly over a period of 180
months. The annual benefit payable under the Supplemental Plan
(the "Annual Benefit") may be calculated by multiplying the
number of years of service subsequent to December 31, 1983 but
prior to the attainment of age 65, by a predetermined annual
retirement benefit unit, which in the case of Mr. Morris is
$3,600, in the case of Mr. Osman is $1,440 and in the case of all
Supplemental Plan Participants ranges from $1,200 to $3,600. The
estimated Annual Benefit payable to Mr. Morris at normal
retirement age under the Supplemental Plan is $68,400, and the
estimated benefit payable to Mr. Osman at normal retirement age
under the Supplemental Plan is $34,560. The Supplemental Plan is
funded by insurance policies owned by the Company on each manager
covered by the Supplemental Plan, and if the assumptions made as
to mortality experience, policy dividends and other factors (the
"Funding Assumptions") are realized, the Company will recover all
of its payments made under the Supplemental Plan plus a factor
for the use of the Company's money. The Company is obligated
to pay Annual Benefits, and Supplemental Plan Beneficiaries have
the status of unsecured creditors of the Company with respect to
Annual Benefits, regardless of whether the Funding Assumptions
are realized and the insurance policies fully fund or reimburse
the Company for its payments under the Supplemental Plan. The
following table illustrates the approximate Annual Benefits that
may become payable to Supplemental Plan Beneficiaries:
Annual Retirement Years of Service
Benefit Unit Subsequent to December 31, 1983
10 15 20 25 30
$3,600 $36,000 $54,000 $72,000 $90,000 $108,000
2,100 21,000 31,500 42,000 52,500 63,000
1,754 17,540 26,310 35,080 43,850 52,620
1,440 14,400 21,600 28,800 36,000 43,200
1,200 12,000 18,000 24,000 30,000 36,000
The Deferred Compensation Program permits eligible
supervisors, managers and executives to defer up to 5% of salary,
normally over an eleven (11) year period, with the Company
matching the deferment, up to 2-1/2% of salary. The Company has
obtained life insurance policies for participants under the
Deferred Compensation Program to fund its future payment
obligations under the Deferred Compensation Program, and no cash
balances are maintained by the Company to fund participant
deferrals, Company matching contributions, or earnings with
respect to such balances derived from the insurance policies
(together, the "Deferred Compensation Program Balances"). At
retirement, each participant, or beneficiary, is entitled to
receive over a ten-year period monthly payments equal in the
aggregate to the Deferred Compensation Program Balance
<PAGE>
that accrued with respect to such participant in Company
maintained book-entry accounts. Except for Mr. Morris, no other
directors participate in this program. Mr. Morris' projected
annual payment under this program is $21,804, and Mr. Osman's
projected annual payment under this program is $13,499.
Mr. Morris and Mr. Osman have employment contracts with
the Company which provide that, in the event of their involuntary
termination of employment for any reason other than cause prior
to or following a change of control of the Company, they would be
entitled to severance payments. Mr. Morris would be entitled to
a severance payment equal to 2.99 times his base salary for the
preceding 12 months. Mr. Morris would also be entitled to
medical, dental and other insurance benefits for a period of
three years after his termination date. Mr. Osman would be
entitled to a severance payment equal to .5 times his base salary
for the preceding 12 months. Mr. Osman would be entitled to
medical, dental and other insurance benefits for a period of one
year after his termination date. The employment contracts
contain provisions regarding their obligation to maintain the
confidentiality of Company information and their agreement not to
compete with the Company within its franchised service territory
for a period of one year after termination of their employment by
the Company.
Each Director who is not a regular full-time employee of
the Company is entitled to receive the following amounts for
services rendered to the Company: $7,320 per annum in Directors'
fees; $3,560 per annum for service as a regular member of the
Executive Committee; a per diem of $450 for each Board of
Directors' Meeting; and a per diem of $395 for a regular or
alternate member's attendance at each Executive Committee
Meeting. There were 14 Board of Directors' Meetings and 10
Executive Committee Meetings during the fiscal year ended
December 31, 1999. All Directors attended at least 75% of the
scheduled Board of Directors' Meetings except Director Naylor who
attended 29% of the meetings. All Directors attended at least
75% of the scheduled committee meetings except Directors Naylor
and Motter who each attended 50% of the meetings.
<PAGE>
COMPANY PERFORMANCE
The following line graph presents the annual and cumulative
total shareholder return for The York Water Company Common Stock
over a five-year period, as compared to a comparable return
associated with an investment in the S&P 500 Composite Index and
a composite index of water companies prepared and maintained by
Edward D. Jones & Co. (the "Peer Index").
(Details of graph not transmitted electronically are as follows:)
DOLLAR RETURN
For Past 5 Years
1995 1996 1997 1998 1999
Peer 114 124 151 175 193
York Water 110 120 146 145 137
S&P 134 153 184 211 231
The line graph above assumes $100 invested on December 31,
1994 in the Company's Common Stock and the stock of companies
included in the S&P 500 and the Peer Index and assumes the
quarterly reinvestment of dividends. The return for the Peer
Index presented above took into consideration the cumulative
total return of the common stock of the following water companies
included in the Peer Index: American Water Works Inc.; Aquarion
Company; California Water Service; Connecticut Water Service
Inc.; Consumers Water Company; Elizabethtown Corp.; GWC Corp.;
IWC Resources Corp.; Middlesex Water Company; Philadelphia
Suburban Corp.; SJW Corp.; Southern California Water; Southwest
Water Co.; and United Water Resources.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Nomination Committee of the Board of
Directors of the Company establishes general compensation
policies of the Company and considers and makes recommendations
to the Board of Directors concerning the proposed compensation,
salaries and per diems of the President and Chief Executive
Officer, the Chairman, Vice Chairman, directors and members of
the Committees of the Board of Directors of the Company. The
Chairman and Vice Chairman serve the Company in a part-time
capacity, and the amount of salary payable to such officers has
been determined by the Committee based upon the amount of time
dedicated and value of contributions made to the Company.
<PAGE>
Mr. Morris, the Chief Executive Officer of the Company,
served the Company as its President and General Manager from May,
1982 to May, 1995. In May 1995 Mr. Morris assumed the position of
President and Chief Executive Officer. Mr. Osman has served the
Company as its Vice President-Finance and Secretary-Treasurer
since May, 1995. The Compensation and Nomination Committee
historically has established Mr. Morris' and Mr. Osman's
compensation after considering comparative salary data from
industry and other salary surveys (including data derived
from publicly disclosed compensation information concerning many
of the companies identified in the Peer Index), individual past
performance, the Company's performance (on an absolute basis
and in comparison to peer performance within the context of a
regulated industry), and to a lesser extent changes in the cost
of living in the Company's service territory. While no formal
salary or compensation guidelines have been developed or used,
salary levels have been determined after balancing the foregoing
factors (in their entirety, without giving weight to any
particular factor and without regard to any particular
relationship between compensation levels and any quantitative or
qualitative aspect of the Company's performance) with the
interests of the Company's shareholders, customers and employees.
Section 162(m) of the Internal Revenue Code generally
disallows, in certain circumstances, a tax deduction to public
companies for compensation over $1 million paid to a
corporation's chief executive officer and next four most highly
compensated executive officers. The Company does not have any
compensation programs that would be impacted by Section 162(m).
Frank Motter, Chairman John L. Finlayson, Member
Paul W. Ware, Member Michael W. Gang, Member
Irvin S. Naylor, ex officio
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Irvin S. Naylor, Chairman of the Board, is a non-voting
ex officio member of the Compensation and Nomination Committee.
PROPOSAL TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION
The Board has adopted a resolution unanimously approving
and recommending to the Company's shareholders an amendment and
restatement of the existing Articles. The text of the proposed
amended and restated articles (the "Restated Articles") is
attached hereto as Exhibit A and is incorporated herein by
reference.
The proposed restated Articles (i) provide for conformance
to a previous shareholder approved amendment to the Company's
By-Laws and (ii) to delete provisions which are no longer
applicable due to previously approved amendments to the Restated
Articles of Incorporation.
In May 1994 shareholders approved an amendment to the
Company's By-Laws to empower the Board of Directors to make
voluntary amendments to the Company's Charter Territory. This
proposed restatement and amendment will bring the Articles of
Incorporation into conformance with the previously approved
By-Laws. Additionally, this restatement and amendment of Article
III(b), by stating the municipalities or portions thereof in
which the Company may serve customers, eliminates the need to
have a detailed Charter Area Description in the Articles of
Incorporation.
<PAGE>
The Articles Restatement was originally approved by the
Shareholders at the May 6, 1996 Annual Meeting. The restated
Articles were subsequently amended at the Annual Meetings in May
1997 and May 1999. This proposed restatement will bring the
current wording into conformity with the previously approved
amendments to Article V.
Vote Required; Recommendation
Approval of the proposal to amend and restate the existing
Articles requires the affirmative vote of a majority of the votes
cast by all of the holders of Common Stock entitled to vote
thereon at the Annual Meeting.
The Board of Directors recommends a vote "FOR" the proposal
to amend and restate the existing Articles.
SHAREHOLDER APPROVAL OF
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has approved the
recommendation of the Audit Committee for the appointment of
Stambaugh Ness, P.C., York, Pennsylvania as independent public
accountants to audit the financial statements of the Company for
the year 2000. KPMG LLP has audited the Company's financial
statements since 1985. There have been no disagreements between
the Company and KPMG LLP concerning the Company's financial
statements. It is intended that, unless otherwise specified by
the shareholders, votes will be cast pursuant to the proxy hereby
solicited in favor of the appointment of Stambaugh Ness, P.C.
Audit fees are approved by the Company's Audit Committee
and all professional services to be rendered by Stambaugh Ness,
P.C. are approved by the Board of Directors. The Board considers
the possible effect on auditors' independence of providing
nonaudit services prior to the service being rendered, but the
Board does not anticipate significant non-audit services will be
rendered during 2000.
Fees for audit services include the examination of financial
statements, assistance with the preparation of the Annual Report
to Shareholders and the Annual Report on Form 10-K to the
Securities and Exchange Commission, tax computation assistance,
and consultation in connection with various accounting and tax
related matters.
Representatives of KPMG LLP or Stambaugh Ness, P.C. are not
expected to be present at the Annual Meeting. Therefore, such
representatives will not have an opportunity to make a statement,
or be available to respond to any questions from shareholders.
Adoption of this proposal requires the affirmative vote of a
majority of the votes cast by all shareholders entitled to vote
at the Annual Meeting. The Board of Directors unanimously
recommends a vote "FOR" this proposal. It is understood that
even if the selection of Stambaugh Ness, P.C. is ratified, the
Board, at its discretion, may direct the appointment of a new
independent auditing firm at any time during the year if the
Board determines that such a change would be in the best
interests of the Company and its shareholders.
<PAGE>
DISCRETIONARY AUTHORITY
The notice of Annual Meeting of Shareholders calls for the
transaction of such other business as may properly come before
the meeting. The Board of Directors has no knowledge of any
matters to be presented for action by the shareholders at the
meeting other than is hereinbefore set forth. In the event
additional matters should be presented, however, the proxies
will exercise their discretion in voting on such matters.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTORS
In accordance with the Company's bylaws, shareholder's
proposals and nominations for Directors for consideration at the
2001 Annual Meeting of Shareholders must be received by the
Company in writing prior to February 1, 2001.
OTHER MATTERS
The expense of this solicitation will be paid by the
Company. If necessary, some of the officers of the Company and
regular employees of The York Water Company may solicit proxies
personally or by telephone.
Further information regarding the Company is set forth in
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 which has been filed with the Securities
and Exchange Commission. The Form 10-K (including financial
statements and schedules, but without exhibits) may be obtained
free of charge by writing to: The York Water Company, 130 East
Market Street, York, Pennsylvania 17401. Copies of exhibits to
the Form 10-K will be furnished upon request and the payment of a
reasonable fee.
A copy of the Company's Annual Report to Shareholders, which
includes financial statements, is being transmitted herewith, but
does not form part of the proxy solicitation materials.
<PAGE>
Exhibit A
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 are:
(a) To engage in, and do any lawful act concerning,
any or all lawful business for which a corporation may be
incorporated under the Business Corporation Law;
(b) To supply water to the public in the following
municipalities or portions thereof in the Commonwealth of
Pennsylvania, and to such persons residing therein or
adjacent thereto as may desire the same:
All of the City of York, the Boroughs of East Prospect,
Glen Rock, Hellam, Jacobus, Jefferson, Loganville,
Manchester, Mount Wolf, New Freedom, New Salem, North
York, Railroad, Seven Valleys, Shrewsbury, Spring
Grove, West York, Wrightsville, York Haven and Yorkanna
and the Townships of East Manchester, Hellam,
Manchester, Shrewsbury, Springfield, Spring Garden,
Springettsbury and West Manchester, and parts of the
Townships of Codorus, Conewago, Hopewell, Jackson,
Lower Windsor, Newberry, North Codorus, North
Hopewell, Windsor and York, all in the County of York
and Commonwealth of Pennsylvania.
(c) To divert, develop, pump, impound, distribute or
furnish water from either surface or subsurface sources to
or for the public in the territory described in clause (b)
of this Article III and also in such additional territory
within the Commonwealth of Pennsylvania as may be
specifically described in Application Docket proceedings
hereafter voluntarily commenced by the corporation (pursuant
to appropriate resolutions of the Board of Directors duly
entered in the minutes of the corporation) before the
Pennsylvania Public Utility Commission or its successor in
office for the purpose of enlarging the territory in which
the corporation may lawfully offer, render, furnish or
supply water to the public; and
(d) To engage in all other matters incidental to any or all
of such purposes.
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 31,500,000 shares, divided into
31,000,000 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. Holders of Common Stock shall
have the right to cumulate their votes for the election of
directors of the Corporation. 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.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE YORK WATER COMPANY
Proxy - Annual Meeting of Shareholders
May 1, 2000
The undersigned, a Shareholder of The York Water Company, a
Pennsylvania corporation (the "Company"), does hereby appoint
Irvin S. Naylor, William T. Morris and Horace Keesey III, and
each of them, the true and lawful attorneys and proxies with full
power of substitution, for and in the name, place and stead of
the undersigned, to vote all of the shares of Common Stock of the
Company which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders of the
Company to be held Monday, May 1, 2000 at 1:00 p.m. local time at
the office of the Company, 130 East Market Street, York,
Pennsylvania or at any adjournment thereof.
(Continued and to be signed on reverse side)
<PAGE>
(1) ELECTION OF DIRECTORS
To vote with respect to For All Nominees Withhold Authority
the election of Listed Below For all Nominees
Frank Motter
George Hay Kain, III
Michael W. Gang
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that Nominee's name on the line provided below.
Cumulative votes for one or more nominees as follows:
Nominees: Frank Motter
George Hay Kain, III
Michael W. Gang
For Against Abstain
(2) Approve Amendment to the
Amended and Restated
Articles of Incorporation
(3) Appoint Stambaugh Ness,
P.C. as auditors
(4) DISCRETIONARY AUTHORITY
To transact such other business as may properly come before
the meeting and any adjournment thereof according to the
proxies' discretion and in their discretion.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 THROUGH 3.
Signature
Signature if Shares Held Jointly
Dated 2000
NOTE: Please mark, date and sign exactly as your name appears on
this proxy card. When shares are held jointly, both holders
should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title. If the holder
is a corporation or partnership, the full corporate or
partnership name should be signed by a duly authorized officer.
