As filed with the Securities and Exchange Commission on May 16, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONSUMERS WATER COMPANY
(Exact name of registrant as specified in charter)
MAINE 01-0049450
(State or other jurisdiction (IRS Employer
or incorporation or organization) Identification No.)
Three Canal Plaza
Portland, Maine 04101
(Address of principal executive offices and Zip Code)
(207) 773-6438
(Registrant's telephone number, including area code)
BRIAN R. MULLANY, Secretary and Clerk
Consumers Water Company
Three Canal Plaza
Portland, Maine 04101
(Name and Address of agent for service)
Copies to:
Keith C. Jones, Esq.
Drummond Woodsum & MacMahon
245 Commercial Street
Portland, Maine 04101
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the registration statement becomes effective.
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount
Title of Each Class Amount Offering Aggregate of
of Securities to be Price Offering Registration
To Be Registered Registered Per Unit* Price* Fee*
<S> <C> <C> <C> <C>
Common Shares (par value $1.00) 500,000 $16.00 $8,000,000 $2,759
<F*> Estimated for the purpose of calculating the registration fee only and not
as a representation of the actual offering price. Pursuant to Rule 457(c)
the registration fee has been calculated on the basis of $16.00 per share,
which equals the average of the high and low prices of the common shares of
the Company on May 11, 1995 as reported on the NASDAQ National Market
System.
</TABLE>
PURSUANT TO RULE 429, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT
WILL SERVE AS AN UPDATED PROSPECTUS FOR REGISTRATION STATEMENT NO. 33-55584.
Consumers Water Company
DIVIDEND REINVESTMENT AND
COMMON SHARE PURCHASE PLAN
The Dividend Reinvestment and Common Share Purchase Plan, as amended,
(the "Plan") of Consumers Water Company (the "Company") provides shareholders
of the Company with a simple and convenient method of purchasing additional
common shares, without payment of any brokerage commission or service charge.
Any holder of record of common or preferred shares of the Company is eligible
to join the Plan. Participants who are already enrolled in the Plan will
continue to participate in the Plan without any further action on their part.
Holders of the Company's common and/or preferred shares who elect to
participate may:
-- Have cash dividends on all or some of their shares automatically
reinvested in additional common shares at current market prices;
-- Make optional cash investments of not less than $10 per Cash
Investment Date nor more than $50,000 per calendar year;
-- Have shares held under the Plan for safekeeping only, provided that
no optional cash investments may be made by participants who do not
have dividends reinvested under the Plan.
The price of common shares purchased directly from the Company for
participants in the Plan will be the average of the closing prices for the
Company's common shares as quoted on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") for each of the last five
trading days up to and including the date as of which the investment is made
or, if no such closing prices are quoted by NASDAQ, as determined in
accordance with a method adopted by the Company. The Dividend Investment Dates
are the dividend payment dates and the Cash Investment Dates are the first
days of every month.
The price of common shares purchased in the open market or through
negotiated transactions will be the weighted average price for all shares
purchased by the Agent for the Plan during the Investment Period. The
Investment Period is the 30-day period beginning on the Dividend Investment
Date or Cash Investment Date.
This Prospectus relates to 500,000 common shares of the Company. It is
suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 16, 1995
AVAILABLE INFORMATION
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 Room of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. and at the Commission's regional offices at 500 West Madison
Street, Suite 1400, Chicago, IL 60661 and 7 World Trade Center, Suite 1300,
New York, New York 10048; and copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, DC 20549, at
prescribed rates. 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents and information heretofore filed with the Commission (File
No. 0-493):
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, filed pursuant to the 1934 Act.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995, filed pursuant to the 1934 Act.
3. The Company's definitive Proxy Statement dated March 31, 1995
in connection with its Annual Meeting of Stockholders, filed pursuant to
the 1934 Act.
4. The description of the common shares which is contained in the
Registration Statement on Form 10 filed under the 1934 Act, including
any amendment or report filed for the purpose of updating such
description under the 1934 Act.
All reports and other documents filed by the Company pursuant to Section
13, 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to
the termination of this offering of common shares shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such reports and documents.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written request
of any such person, a copy of any or all of the documents referred to above
which have been or may be incorporated by reference in this Prospectus, other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents. Written requests for such copies
should be directed to Consumers Water Company, P.O. Box 599, Portland, ME
04112, Attention: Shareholder Services.
THE COMPANY
The Company is a holding and management company. Its principal business
is the ownership and operation, through subsidiary companies, of systems for
the collection, treatment and distribution of water for public and private use
to industrial, commercial and residential consumers, to other utilities for
resale and for private and municipal fire protection purposes. The Company
owns directly or indirectly at least 90% of the voting shares of 9 water
companies which operate 27 separate systems providing water service to
approximately 221,000 customers in six states. It also owns 100% of Consumers
Applied Technologies, Inc., which provides technical services to utilities and
other enterprises.
The Company's water subsidiaries are the principal source of
consolidated net income from operations. The Company's five largest water
subsidiaries, Consumers Ohio Water Company; Shenango Valley Water Company;
Consumers Illinois Water Company; Consumers New Jersey Water Company; and
Inter-State Water Company accounted for approximately 77% of consolidated
operating revenues of the water utilities and 73% of consolidated water net
utility plant in 1994. The Company's water subsidiaries operate under
regulations imposed by the respective state utility regulatory agencies where
they carry on their operations.
The Company was incorporated under the laws of Maine in 1926. Its
executive offices are located at Three Canal Plaza, Portland, Maine 04101, its
mailing address is P.O. Box 599, Portland, Maine 04112, and its telephone
number is (207) 773-6438.
DESCRIPTION OF THE PLAN
The Company has had a dividend reinvestment plan for some time. The Plan
as described herein is an amended form of the Company's Economic Recovery Tax
Act of 1981 Qualified Dividend Reinvestment and Common Share Purchase Plan.
The following is a question and answer statement of the provisions of
the Plan, as amended. It summarizes certain provisions of the Plan and is
qualified in its entirety by reference to the Plan which is filed as an
exhibit to the registration statement.
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 and preferred shares with a convenient method of investing cash
dividends and optional cash investments in additional common shares of the
Company without payment of any brokerage commission or service charge. When
common shares are purchased under the Plan directly from the Company, the
Company will receive additional equity funds which will be made available to
its subsidiaries for capital expenditures for extensions, additions and
improvements to utility plant, or applied toward payment of indebtedness of
the Company or its subsidiaries incurred for such expenditures or used for
potential acquisitions or for the Company's other corporate purposes. See "Use
of Proceeds".
Advantages
2. What are the advantages of the Plan?
Participants in the Plan may (a) have cash dividends on all of their
common and/or preferred shares automatically reinvested in common shares and
in addition make optional cash investments, (b) have cash dividends on only a
portion of their common and/or preferred shares automatically reinvested in
common shares and in addition make optional cash investments, or (c) have
shares held under the Plan for safekeeping only, provided that no optional
cash investments may be made by participants who do not have dividends
reinvested under the Plan. Cash dividends upon shares which are not to be
reinvested are paid directly to the participant for whose benefit such shares
are held.
Optional cash investments may be made on a monthly basis in amounts from
$10 minimum per Cash Investment Date to $50,000 maximum per calendar year. No
commission or service charge is paid by participants in connection with
purchases under the Plan. Full investment of funds is possible under the Plan
because the Plan permits fractions of shares, as well as full shares, to be
credited to participants' accounts. In addition, dividends on fractions of
shares, as well as full shares, will be credited to participants' accounts.
The Company will provide simplified record keeping for shares held by the
Agent (as defined below) on behalf of participants under the Plan.
The Plan also provides, at no cost to the participant, for the
safekeeping of share certificates of all participants by the Agent.
Administration
3. Who administers the Plan?
The Company has appointed Continental Stock Transfer & Trust Company
(the "Agent") to hold shares purchased under the Plan on behalf of
participants and make open market and negotiated purchases of shares as agent
for participants. The Company will administer the Plan and keep a continuous
record of each participating shareholder's activities and send a statement of
account following each purchase of shares to be held by the Agent on a
participant's behalf.
Participation
4. Who is eligible to participate?
All holders of record of common and/or preferred shares of the Company
are eligible to participate in the Plan. Beneficial owners of common or
preferred shares whose shares are registered in names other than their own
must arrange with the shareholders of record for participation. To facilitate
this, the Company will provide forms for brokers and bank nominees to
participate, after signing a contract, on a dividend-by-dividend basis on
behalf of beneficial owners. If for any reason a beneficial owner is unable to
arrange participation with his broker or bank nominee, he must become a record
holder by having the shares transferred to his own name.
5. How does an eligible shareholder participate?
A holder of record of common or preferred shares may join the Plan by
checking the appropriate box on the Authorization Form and signing and
returning it to the Company. A postage-paid, pre-addressed envelope is
provided for this purpose. An Authorization Form may be obtained by a
shareholder at any time by written request to the Company at P.O. Box 599,
Portland, Maine 04112, Attention: Shareholder Services, or by calling the
Company at (800) 292-2925.
In all cases, an Authorization Form or written notification of other
instructions must be signed by or on behalf of all owners of record. When
shares are held by joint tenants, all should sign. When an Authorization Form
or written notification is signed by an executor, administrator, trustee or
guardian, or as attorney, the capacity in which the Authorization Form or
notification is signed must be specified. An Authorization Form or written
notification of a corporate or other organizational owner should be signed by
an authorized officer or other official, identified as such.
6. When may a shareholder join the Plan?
A holder of record of the Company's common or preferred shares may join
the Plan at any time. If the Authorization Form is received by the Company
after the fifth business day preceding a Dividend Investment Date,
reinvestment of dividends will not begin until the next following dividend.
However, the Company in its absolute discretion may accept an Authorization
Form received after the fifth business day preceding a Dividend Investment
Date but before the Dividend Investment Date. Dividends on the common shares
are normally payable on the twenty-fifth day of February, May, August and
November. Dividends on the preferred shares are normally payable on the first
day of January, April, July and October. The record date, from which
entitlement to common and/or preferred dividends is determined, is generally
from ten to twenty days preceding the payment date.
7. What does the Authorization Form provide?
By means of the Authorization Form a shareholder may participate in the
Plan through the following options:
A shareholder checking the "Full Dividend Reinvestment" box
directs the Company to provide for the investment in additional common
shares to be held by the Agent on the shareholder's behalf (i) cash
dividends on all of his common and/or preferred shares registered in the
shareholder's name as well as on all of the shares credited to the
shareholder's account under the Plan and (ii) any optional cash
investment made within the limits described in Question 14 below.
A shareholder checking the "Partial Dividend Reinvestment" box and
(i) designating in the appropriate space the number of common or
preferred shares registered in the shareholder's name on which cash
dividends are to continue to be received, directs the Company to provide
for the investment in additional common shares to be held by the Agent
on the shareholder's behalf cash dividends on the remaining number of
common or preferred shares registered in the shareholder's name as well
as on all of the shares to be credited to the shareholder's account
under the Plan or (ii) designating the amount of dividends which are to
continue to be paid in cash, directs the Company to provide for the
investment in additional common shares to be held by the Agent on the
shareholder's behalf cash dividends, if any, in excess of the amount
specified and payment to such shareholder of cash dividends up to the
amount specified. Shareholders who have dividends reinvested under the
Plan may also make optional cash investment within the limits described
in Question 14 below.
A shareholder checking the "safekeeping only" box on the
Authorization Form provides for the safekeeping of any shares held on
behalf of that shareholder under the Plan and the payment of cash
dividends on such shares directly to the participant. Optional cash
investments may be made only by participants who have dividends
reinvested on some or all of their shares in the Plan. Participants who
have elected the "safekeeping only" option and wish to have all or a
portion of their dividends reinvested or to make optional cash
investments must provide the Company with a new Authorization Form with
the appropriate box checked off.
If a signed Authorization Form is returned to the Company without one of
the boxes checked, the shareholder will be enrolled under the "Full Dividend
Reinvestment" option. If a signed Authorization Form is returned to the
Company with the "Partial Dividend Reinvestment" box checked but without the
number of shares designated, the form will be returned to the shareholder for
completion.
Cost
8. Are there any expenses to participants in connection with purchases under
the Plan?
No. All costs of administration of the Plan are to be paid by the
Company. There will be no service charges. There will be no brokerage
commissions when shares are purchased under the Plan. In the event a
participant withdraws from the Plan and requests the Company to instruct the
Agent to sell the participant's shares held by the Agent pursuant to the Plan,
the participant will be charged a brokerage commission on the sale and any
transfer tax.
Purchases
9. What is the source of shares purchased under the Plan?
Shares may be purchased under the Plan directly from the Company's
authorized but unissued common shares, from the Company's treasury shares, by
the Agent on the open market or in negotiated transactions, or a combination
of the foregoing. The decision as to whether to purchase shares directly from
the Company, from the Company's treasury shares, on the open market or in
negotiated transactions will take into account the Company's need for common
equity, general market conditions, and any other factors considered to be
relevant.
10. What will be the price of the common shares purchased under the Plan?
The price of the common shares purchased directly from the Company under
the Plan will be the average of the closing prices for the Company's common
shares as quoted on the NASDAQ National Market System on the Dividend
Investment Date or Cash Investment Date and each of the preceding four trading
days. If there is no substantial trading in the Company's common shares for
any day in the five-day period, or if NASDAQ does not issue any quotations of
the Company's common share transactions for any day in the five-day period,
the purchase price shall be determined by the Company on the basis of such
market quotations or other method as the Company deems appropriate.
The purchase price of common shares purchased on the open market or in
negotiated transactions will be the weighted average price for all shares
acquired by the Agent for the Plan during the 30-day Investment Period. The
Investment Period is the 30-day period beginning on the Dividend Investment
Date or Cash Investment Date.
11. How many common shares will be purchased for participants?
The number of shares to be purchased depends on the amount of the
participant's reinvested dividends or optional cash investments, and on the
price of the common shares. Each participant's account will be credited with a
number of shares, including fractions computed to four decimal places, equal
to the total amount to be invested divided by the purchase price.
12. When shall purchases of common shares be made?
Purchases of common shares from the Company shall be made as of the
Dividend Investment Date or Cash Investment Date. The Dividend Investment Date
is each of the common share dividend payment dates and the preferred share
dividend payment dates. The Cash Investment Dates are the first days of each
month.
Purchases of common shares in the open market or in negotiated
transactions shall be made by the Agent within the 30-day Investment Period,
subject to applicable requirements of federal or state securities laws
affecting the timing and manner of purchases of common shares for the Plan.
Common shares purchased on the open market or in negotiated transactions will
be credited to participants' accounts as of the last day of the Investment
Period or as of the date on which all purchases for the Investment Period are
completed.
Subject to any limitations imposed by federal or state securities laws,
the Agent will have full discretion as to all matters relating to open market
purchases, including determination of the number of shares, if any, to be
purchased on any day or at any time of day, the price paid for such shares,
the markets on which such shares are to be purchased (including in the over-
the-counter market or in negotiated transactions) and the persons (including
other brokers and dealers) from or through whom such purchases are made. The
Company reserves the right to designate an independent broker to purchase the
stock on the open market.
The transfer of shares to participants' accounts under the Plan will be
made as of the Dividend Investment Date or Cash Investment Date, or as of the
last day of the Investment Period but, for administrative reasons, may not be
effected until up to fourteen days after the related Dividend Investment Date
or Cash Investment Date, or last day of the Investment Period.
No interest will be paid by the Company or the Agent on cash dividends
or optional cash investments held under the Plan.
Optional Cash Investments
13. How do optional cash investments work?
Optional cash investments received by the Company from a participant who
has dividends reinvested under the Plan on or prior to the fifth business day
preceding a Cash Investment Date will be applied to the purchase of additional
common shares as of that Cash Investment Date. However, the Company in its
absolute discretion may accept an optional cash investment received after the
fifth business day preceding a Cash Investment Date but before the Cash
Investment Date and apply it on that Cash Investment Date. The price of the
common shares purchased with optional cash investments will be the price
described in Question 10 above. No interest will be paid by the Company or the
Agent on optional cash investments held under the Plan. Consequently,
participants are strongly urged to make their optional cash investments
shortly before a Cash Investment Date. However, participants should allow
sufficient time to ensure that their investment is received by the Company on
or prior to the fifth business day preceding a Cash Investment Date. Optional
cash investments should only be sent to the address indicated on the Cash
Investment Forms to be provided to participants in the Plan. Deliveries to any
other address do not constitute valid delivery.
14. How may optional cash investments be made?
An optional cash investment may be made by a participant who has
dividends reinvested under the Plan by enclosing a check made payable to
Consumers Water Company with a Cash Investment Form to be provided by the
Company. Optional cash investments may be made through the use of the Cash
Investment Forms, sent by the Company to participants or by providing the
Company with written instructions in form acceptable to it containing the same
information required by the Cash Investment Form. The same amount of money
need not be sent each month, and there is no obligation to make an optional
cash investment for each or any Cash Investment Date. A Cash Investment Form
may be obtained by a participant in the Plan at any time by written request to
the Company at P.O. Box 599, Portland, Maine 04112, Attention: Shareholder
Services, or by calling the Company at (800) 292-2925.
Optional cash investments, if made, may not be less than $10 per Cash
Investment Date. The maximum optional cash investment is $50,000 per calendar
year. Optional cash investments will be refunded if a written request for
refund is received by the Company at least five business days prior to the
Cash Investment Date on which the cash investment otherwise would have been
made. However, the Company in its absolute discretion may accept a written
request for refund received after the fifth business day preceding a Cash
Investment Date but before the Cash Investment Date.
Reports to Participants
15. How will participants be advised of their purchase of shares?
As soon as practicable after each purchase a participant will receive a
statement of his account. These statements are a participant's continuing
record of the cost of his purchases and should be retained for tax purposes.
In addition, each participant will receive a Prospectus relating to the Plan,
and copies of the same communications sent to every other shareholder,
including the quarterly reports, annual report, notice of shareholders'
meeting and proxy statement, and income tax information for reporting
dividends paid.
Dividends on shares held under the Plan
16. Will Participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. The Company pays dividends, as declared, to the record holders of
all its shares. As the record holder for participants, the Agent will be
entitled to receive dividends for all shares credited to participants'
accounts on the record date. The Company will credit such dividends to
participants on the basis of full and fractional shares held in their
accounts, and, for dividends which are to be reinvested, will issue common
shares to the Agent with respect to participants' shares subject to the Plan
or instruct the Agent to make open market or negotiated purchases in
accordance with the Plan with cash dividends paid to the Agent. Cash dividends
on shares held under the Plan which a participant has elected not to reinvest
will be paid directly to the participant.
Certificates for Shares
17. Will share certificates be issued for common shares purchased?
Normally, certificates for common shares purchased under the Plan will
not be issued to participants. The number of shares credited to an account
under the Plan will be shown on the participant's statements of account. This
additional service protects against loss, theft or destruction of stock
certificates.
Certificates for any number of shares, up to the number of full shares
credited to an account under the Plan, will be issued upon written request of
a participant even though such participant wishes to remain in the Plan. This
request should be mailed to the Company at P.O. Box 599, Portland, Maine
04112, Attention: Shareholder Services. Any remaining full shares and
fractional share will continue to be credited to the participant's account.
Shares credited to the account of a participant under the Plan may not
be pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in his name.
Certificates for fractional shares will not be issued under any
circumstance.
18. In whose name will accounts be maintained and certificates registered when
issued?
Accounts for participants will be maintained by the Company in the
participants' names as shown on the Company's records at the time the
participants enter the Plan. When issued, certificates for full shares will be
registered in the account name.
Upon written request, certificates also can be registered and issued in
names other than the account name subject to compliance with any applicable
laws and the payment by the participant of any applicable taxes, provided that
the certificate or stock power bears the signature of the participant and the
signature is guaranteed by an eligible guarantor institution which is a member
of, or participant in, a signature guarantee program within the meaning of
Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934. The term
"eligible guarantor institution" includes banks, registered securities
brokers, credit unions and savings associations who participate in such a
program.
Changing Method of Participation and Withdrawal
19. How does a participant change his method of participation?
A participant may change his method of participation at any time by
completing an Authorization Form and returning it to the Company at P.O. Box
599, Portland, Maine 04112, Attention: Shareholder Services. An Authorization
Form and postage paid envelope may be obtained as stated in Question 5. The
amount of dividends to be reinvested as of the next Dividend Payment Date
shall be in accordance with such later-dated Authorization Form if it is
received by the Company by the date upon which such dividend is declared, but
shall be the amount indicated in the original Authorization Form if it is
received after such date. However, the Company in its absolute discretion may
accept such a later-dated Authorization Form received after the date upon
which a dividend is declared, but before the payment date for such dividend. A
participant who provides the Company with a later-dated Authorization Form in
which he or she elects the safekeeping only option may not make optional cash
investments and any optional cash investment held by the Company for
application on the next succeeding Cash Investment Date shall be returned to
the participant, unless such later-dated Authorization Form is received after
the fifth business day preceding the next Cash Investment Date. However, the
Company in its absolute discretion may in the event that such a later-dated
Authorization Form is received after the fifth business day before a Cash
Investment Date return to the participant any moneys otherwise being held for
application on such Cash Investment Date.
20. May a participant withdraw from the Plan?
Yes. The Plan is entirely voluntary and a participant may withdraw at
any time. In order to withdraw from the Plan, a participant must provide the
Company with a properly executed Plan Withdrawal Form or other written
instruction, in a form acceptable to the Company, containing the same
information required by the Plan Withdrawal Form.
If the request to withdraw is received by the Company after the date
upon which a dividend is declared, but before the Dividend Investment Date
upon which such dividend is to be paid, it shall not be effective until after
the Dividend Investment Date. Thereafter all dividends will be paid in cash to
the shareholder. A shareholder or eligible employee may elect to re-enroll in
the Plan at any time. A participant who has withdrawn from the Plan may not
make optional cash investments, and any optional cash investment held by the
Company for application on the next succeeding Cash Investment Date shall be
returned to the withdrawing participant, unless such withdrawal request is
received after the fifth business day preceding the next Cash Investment Date,
in which case the withdrawal shall be effective after the next Cash Investment
Date. However, the Company in its absolute discretion may accept a request for
withdrawal received after the fifth business day preceding the next Cash
Investment Date but before the Cash Investment Date and return to the
withdrawing participant any moneys otherwise being held for application on
such Cash Investment Date.
As described in Question 17, certificates for any number of shares up to
the number of full shares credited to a participant's account under the Plan
will be issued to a participant upon request.
21. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must provide the
Company with a properly executed Plan Withdrawal Form or other written
instruction, in a form acceptable to the Company, containing the same
information required by the Plan Withdrawal Form. Plan Withdrawal Forms should
be addressed to the Company at P.O. Box 599, Portland, Maine 04112, Attention:
Shareholder Services. When a participant withdraws from the Plan or upon
termination of the Plan by the Company, certificates for whole shares credited
to the participant's account under the Plan will be issued and a cash payment
will be made for any fraction of a share.
Upon withdrawal from the Plan, the participant may, if he or she
desires, request that all of the shares, both whole and fractional, credited
to the participant's account in the Plan be sold. If a participant requests
that his or her shares be sold, the sale will be made by the Agent in the
market within ten trading days after receipt of the request. The participant
will receive the proceeds of the sale less any brokerage commission, transfer
tax and income tax withheld, if any.
22. What happens to a fraction of a share when a participant withdraws from
the Plan?
When a participant withdraws from the Plan a cash adjustment
representing any fraction of a share will be mailed directly to the
participant. The cash payment will be based on the selling price of the whole
shares or on the closing price of the Common Stock on the business day on
which the withdrawal request is received by the Company as published in the
NASDAQ-NMS quotations in the Eastern Edition of The Wall Street Journal.
Other Information
23. What happens when a participant sells or transfers all of the shares
registered in his name?
If a participant disposes of all shares of stock registered in his or
her name, the Company will, unless otherwise instructed by the participant,
continue to provide for the reinvestment of the dividends on the shares held
on the participant's behalf by the Agent under the Plan. Participants who
desire to dispose of all shares held on their behalf by the Agent under the
Plan must withdraw from the Plan as described in Question 21 above.
24. If the Company sells additional common shares through a rights offering,
how will the rights on Plan shares be handled?
In a rights offering, a participant will receive rights based upon
shares held of record and whole shares credited to the participant's account
under the Plan.
25. What happens if the Company declares a stock split or stock dividend?
Any split shares or stock dividend shares distributed by the Company on
shares credited to the account of a participant under the Plan will be added
to the shares held on the participant's behalf by the Agent.
26. How will a participant's shares held under the Plan be voted at meetings
of shareholders?
If shares registered in the name of a participant in the Plan are voted
by the participant on any matter submitted to a meeting of shareholders, the
Agent will vote shares held in the participant's account under the Plan in
accordance with the participant's proxy for the shares registered in his or
her name. If no shares are registered in a participant's name, shares credited
to the account of a participant under the Plan will be voted in accordance
with instructions of the participant given on an instruction form which will
be furnished to the participant. If the participant desires to vote in person
at the meeting, a proxy for full shares credited to his or her account under
the Plan may be obtained upon written request received by the Company at least
15 days before the meeting.
If no instructions are received on a returned proxy card or instruction
form, properly signed, with respect to any item thereon, all of the
participant's shares_those registered in his or her name, if any, and those
credited to his or her account under the Plan_will be voted in the same manner
as for non-participating shareholders who return proxies and do not provide
instructions: in accordance with the recommendations of the Company's
management. If the proxy card or instruction form is not returned or if it is
returned unsigned, none of the participant's shares will be voted unless the
participant votes in person.
27. What are the Federal Income Tax Consequences of Participation in the Plan?
(a) Treatment of Dividends Generally. In general, except as described
below, the federal income tax consequences to an individual or a corporate
participant in the Plan may be summarized as follows:
(i) With respect to reinvested cash dividends used to purchase
authorized but unissued common shares or treasury shares directly from
the Company, a participant will be treated for federal income tax
purposes as having received a distribution in an amount equal to the
fair market value on the dividend payment date of the full number of
common shares and fractional shares distributed on that date. The fair
market value of such shares on the dividend payment date will be treated
as dividend income to the participant. The basis of the shares so
purchased will be equal to the fair market value of such shares on the
dividend payment date.
(ii) With respect to reinvested cash dividends used by the Agent
to purchase shares for participants in the open market or in negotiated
transactions upon instruction from the Company, a participant will be
treated for federal income tax purposes as having received a dividend
distribution in an amount equal to the cash reinvested plus any
brokerage commissions paid by the Company to obtain the shares. The
basis of the shares so purchased will be equal to the amount treated as
a dividend distribution to the participant.
(iii) A participant who purchases common shares with optional cash
investments will recognize no taxable income upon such purchases except
to the extent of any brokerage commissions paid by the Company. The
basis of shares purchased in this manner will be the amount of the
optional cash investment plus brokerage commissions.
(iv) Generally, a corporation may deduct 70% of the dividends
received or accrued from a domestic corporation.
(v) A participant's holding period for common shares acquired
pursuant to the Plan will begin on the day following the date the shares
are credited to the participant's account.
(vi) A participant will not realize taxable income as a result of
receipt of certificates for whole common shares credited to the
participant's account, either upon the participant's request for those
shares or upon withdrawal from participation in or termination of the
Plan.
(vii) A participant will realize gain or loss when the common
shares are sold or exchanged, and, in the case of a fractional share,
when the participant receives a cash payment for a fraction of a common
share credited to the participant's account upon termination of
participation in or termination of the Plan. The amount of such gain or
loss will be the difference between the amount which the participant
receives for the shares or fraction of a share and the tax basis
therefor.
(viii) For participants who are subject to federal and/or state
income tax withholding, the Company will provide for the investment in
common shares an amount equal to the dividends less the amount of
federal and state income tax required to be withheld by the Company.
(b) Withholding on Dividends Paid. Payors of reportable dividends and
reportable proceeds from the redemption or sale of shares are required to
withhold federal income tax equal to 31% from amounts paid or credited to the
accounts of nonexempt payees who have failed to furnish the payor with
information relating to their federal income tax status, including their
correct taxpayer identification numbers as certified on a Form W-9 or a
substitute therefor acceptable to the Company in accordance with applicable
Regulations of the Internal Revenue Service. Several states have similar state
income tax withholding requirements that may apply. If a participant is
subject to the 31% federal withholding or any applicable state withholding,
the Company will deduct the amount required to be withheld from such dividends
or proceeds before such dividends are used to purchase shares from the Company
or paid to the Agent to be used for the purchase of shares in the open market
or in negotiated transactions. Payments of dividends and proceeds to nonexempt
persons and amounts, if any, of tax withheld will be reported to the Internal
Revenue Service and the applicable states by the Company as required by law.
In the case of a foreign shareholder whose dividends are subject to
United States income tax withholding and any applicable State income tax
withholding, the amount of the tax to be withheld will be deducted from the
amount of dividends to determine the amount of dividends to be reinvested. The
statements confirming purchases made for foreign participants will indicate
the amount of tax withheld. The taxation of foreign shareholders is
complicated, and, except as noted, is not discussed in this Prospectus.
Accordingly, Plan participants should consult with their own tax advisors with
respect to federal and foreign tax consequences of participation in the Plan.
(c) Consultation with Tax Advisor Urged. All participants are urged to
consult their own tax advisors to determine the particular tax consequences
which may result from their participation in the Plan and the subsequent
disposal by them of shares purchased pursuant to the Plan. The income tax
consequences for participants who do not reside in the United States will vary
from jurisdiction to jurisdiction.
28. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to amend, suspend, modify or terminate the Plan at any
time. Notice of any such amendment, suspension, modification or termination
will be sent to participants.
29. What is the responsibility of the Company and the Agent under the Plan?
The Company and the Agent will not be liable for any act done in good
faith or for any good faith omission to act, including, without limitation,
any claim of liability arising out of failure to terminate a participant's
account upon participant's death prior to receipt of notice in writing of such
death, or with respect to the prices at which shares are purchased for the
participant's account and the times when the purchases are made, or with
respect to any fluctuation in the market value after purchase or sale of
shares.
The participant should recognize that neither the Company nor the Agent
can assure him of a profit or protect him against a loss on the shares
purchased by him under the Plan.
30. Who interprets and regulates the Plan?
The terms and conditions of the Plan and its operation shall be governed
by and construed in accordance with the laws of the State of Maine. The
Company reserves the right to interpret and regulate the Plan as may be
necessary or desirable in connection with the operation of the Plan.
USE OF PROCEEDS
The Company does not know whether all of the common shares covered by
this Prospectus will be sold or the exact prices at which they will be sold.
The net proceeds from the purchase of common shares directly from the Company
will be used for capital expenditures for extensions, additions and
improvements to the utility plant and properties of the Company's subsidiaries
or for the payment of obligations of the Company or its subsidiaries incurred
for such expenditures, for potential acquisitions and for the other general
corporate purposes. The Company will receive no proceeds from open market or
negotiated purchases.
LEGAL OPINION
The validity of the additional common shares was passed upon for the
Company by its Counsel, Drummond Woodsum & MacMahon, 245 Commercial Street,
Portland, Maine. The consent of Drummond Woodsum & MacMahon to the use of
their opinion and to the reference to them in the Registration Statement was
contained in their opinion.
EXPERTS
The consolidated financial statements and schedules of the Company and
its subsidiaries which are incorporated herein by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their report with respect thereto, and are incorporated herein by reference
in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.
No dealer, salesman or any other
person has been authorized to give Consumers
any information or to make any Water Company
representation other than those
contained in this Prospectus and, if
given or made, such information or
representations must not be relied
upon as having been authorized by
the Company. This Prospectus does Dividend Reinvestment
not constitute an offer to sell or a and
solicitation of an offer to buy any Common Share
of these securities in any Purchase Plan
jurisdiction to any person to whom
it is unlawful to make such offer or
solicitation in such jurisdiction.
Prospectus
May 16, 1995
PART II.
UNDERTAKING AND OTHER INFORMATION NOT
REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
<TABLE>
<CAPTION>
Amount
<S> <C>
SEC Registration Fee. $ 2,759
Printing Expenses 4,000
Accounting Fees and Expenses 3,500
Legal Fees and Expenses 8,500
Fees of Agent **
Blue Sky Fees and Expenses 3,000
Miscellaneous 1,241
Total $23,000
<F*> All expenses except the SEC Registration Fee are estimated.
<F**> See Schedule A to Exhibit 4.5.
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 719 of the Maine Business Corporation Act provides in its
entirety as follows:
[Section]719. Indemnification of officers, directors, employees
and agents; insurance
1. A corporation shall have power to indemnify or, if so provided
in the bylaws, shall in all cases indemnify, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that that person
is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other
employee benefit plan or other enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by that person in connection with such
action, suit or proceeding; provided that no indemnification may be
provided for any person with respect to any matter as to which that
person shall have been finally adjudicated:
A. Not to have acted honestly or in the reasonable belief
that that person's action was in or not opposed to the best
interests of the corporation or its shareholders or, in the case
of a person serving as a fiduciary of an employee benefit plan or
trust, in or not opposed to the best interests of that plan or
trust, or its participants or beneficiaries; or
B. With respect to any criminal action or proceeding, to
have had reasonable cause to believe that that person's conduct
was unlawful.
The termination of any action, suit or proceeding by judgment, order or
conviction adverse to that person, or by settlement or plea of nolo
contendere or its equivalent, shall not of itself create a presumption
that that person did not act honestly or in the reasonable belief that
that person's action was in or not opposed to the best interests of the
corporation or its shareholders or, in the case of a person serving as a
fiduciary of an employee benefit plan or trust, in or not opposed to the
best interests of that plan or trust or its participants or
beneficiaries and, with respect to any criminal action or proceeding,
had reasonable cause to believe that that person's conduct was unlawful.
1-A. Notwithstanding any provision of subsection 1, a corporation
shall not have the power to indemnify any person with respect to any
claim, issue or matter asserted by or in the right of the corporation as
to which that person is finally adjudicated to be liable to the
corporation unless the court in which the action, suit or proceeding was
brought shall determine that, in view of all the circumstances of the
case, that person is fairly and reasonably entitled to indemnity for
such amounts as the court shall deem reasonable.
2. Any provision of subsection 1, 1-A, or 3 to the contrary
notwithstanding, to the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsection 1 or
1-A, or in defense of any claim, issue or matter therein, that director,
officer, employee or agent shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by that
director, officer, employee or agent in connection therewith. The right
to indemnification granted by this subsection may be enforced by a
separate action against the corporation, if an order for indemnification
is not entered by a court in the action, suit or proceeding wherein that
director, officer, employee or agent was successful on the merits or
otherwise.
3. Any indemnification under subsection 1, unless ordered by a
court or required by the bylaws, shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances and in the best interests of the corporation. That
determination shall be made by the board of directors by a majority vote
of a quorum consisting of directors who were not parties to that action,
suit or proceeding, or if such a quorum is not obtainable, or even if
obtainable, if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the shareholders.
Such a determination once made may not be revoked and, upon the making
of that determination, the director, officer, employee or agent may
enforce the indemnification against the corporation by a separate action
notwithstanding any attempted or actual subsequent action by the board
of directors.
4. Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding may be
authorized and paid by the corporation in advance of the final
disposition of that action, suit or proceeding upon a determination made
in accordance with the procedure established in subsection 3 that, based
solely on the facts then known to those making the determination and
without further investigation, the person seeking indemnification
satisfied the standard of conduct prescribed by subsection 1, or if so
provided in the bylaws, these expenses shall in all cases be authorized
and paid by the corporation in advance of the final disposition of that
action, suit or proceeding upon receipt by the corporation of:
A. A written undertaking by or on behalf of the officer,
director, employee or agent to repay that amount if that person is
finally adjudicated:
(1) Not to have acted honestly or in the reasonable
belief that that person's action was in or not opposed to
the best interests of the corporation or its shareholders
or, in the case of a person serving as a fiduciary of an
employee benefit plan or trust, in or not opposed to the
best interests of such plan or trust or its participants or
beneficiaries;
(2) With respect to any criminal action or proceeding,
to have had reasonable cause to believe that the person's
conduct was unlawful; or
(3) With respect to any claim, issue or matter
asserted in any action, suit or proceeding brought by or in
the right of the corporation, to be liable to the
corporation, unless the court in which that action, suit or
proceeding was brought permits indemnification in accordance
with subsection 2; and
B. A written affirmation by the officer, director, employee
or agent that the person has met the standard of conduct necessary
for indemnification by the corporation as authorized in this
section.
The undertaking required by paragraph A shall be an unlimited general
obligation of the person seeking the advance, but need not be secured
and may be accepted without reference to financial ability to make the
repayment.
5. The indemnification and entitlement to advances of expenses
provided by this section shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in that person's official capacity and as to action in
another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, agent,
trustee, partner or fiduciary and shall inure to the benefit of the
heirs, executors and administrators of such a person. A right to
indemnification required by the bylaws may be enforced by a separate
action against the corporation, if an order for indemnification has not
been entered by a court in any action, suit or proceeding in respect to
which indemnification is sought.
6. A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, trustee, partner,
fiduciary, employee or agent of another corporation, partnership, joint
venture, trust, pension or other employee benefit plan or other
enterprise against any liability asserted against that person and
incurred by that person in any such capacity, or arising out of that
person's status as such, whether or not the corporation would have the
power to indemnify that person against such liability under this
section.
7. For purposes of this section, references to the "corporation"
shall include, in addition to the surviving corporation or new
corporation, any participating corporation in a consolidation or merger.
Article XIV of the Company's Bylaws, which provides for the
indemnification of directors, officers and employees, is incorporated herein
by reference to Exhibit 3.2 to Consumers Water Company's Annual Report on Form
10-K for the year ended December 31, 1993.
The Company has entered into an Indemnification Agreement with each
person who is a current member of the board of directors or a current
executive officer of the Company, pursuant to which the Company agrees to hold
harmless and indemnify such person to the full extent authorized or permitted
by Maine law. The form of Indemnification Agreement entered into with each
such person is incorporated by reference to Exhibit 10.8 to Consumers Water
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.
The Company has purchased and maintains insurance on behalf of any
person who is or was a director or officer against any loss arising from any
claim asserted against him and incurred by him in any such capacity, subject
to certain exclusions.
Item 16. Exhibits
The following Exhibits are submitted in response to this item:
4.1 Conformed copy of Restated Articles of Incorporation of
Consumers Water Company, as amended, incorporated by reference to
Exhibit 4.1.6 to Consumers Water Company's Registration Statement on
Form S-2 (No. 33-41113), filed with the Securities and Exchange
Commission on June 11, 1991.
4.2 Bylaws of Consumers Water Company, as amended March 2, 1994,
incorporated by reference to Exhibit 3.2 to Consumers Water Company's
Annual Report on Form 10-K for the year ended December 31, 1993.
4.3 Copy of Dividend Reinvestment and Common Share Purchase Plan,
as amended, incorporated by reference to Exhibit 4.3 to Consumers Water
Company's Registration Statement on Form S-3 (No. 33-55584), filed with
the Securities and Exchange Commission on December 10, 1992.
4.4 Forms to be used under the Consumers Water Company Dividend
Reinvestment and Common Share Purchase Plan, incorporated by reference
to Exhibit 4.4 to Consumers Water Company's Registration Statement on
Form S-3 (No. 33-55584), filed with the Securities and Exchange
Commission on December 10, 1992.
4.5 Form of Agreement between Consumers Water Company and the
Plan Agent, incorporated by reference to Exhibit 4.5 to Consumers Water
Company's Registration Statement on Form S-3 (No. 33-55584), filed with
the Securities and Exchange Commission on December 10, 1992.
4.6 Form of Brochure to be sent to shareholders with or in
advance of Prospectus with respect to the Dividend Reinvestment and
Common Share Purchase Plan is, incorporated by reference to Exhibit 4.6
to Consumers Water Company's Registration Statement on Form S-3 (No. 33-
55584), filed with the Securities and Exchange Commission on December
10, 1992.
5 Opinion of Drummond Woodsum & MacMahon as to legality of the
shares registered is submitted herewith as Exhibit 5.
23.1 The Consent of Arthur Andersen LLP, Consumers Water
Company's auditors, is submitted herewith as Exhibit 23.1.
23.2 The Consent of Drummond Woodsum & MacMahon, counsel to the
Company, is included in their opinion submitted herewith as Exhibit 5.
24 Powers of attorney are included as part of the signature page.
27 Financial Data Schedule, incorporated by reference to Exhibit
27 to Consumers Water Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the
start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Securities Act of 1933 need not be furnished, provided
that the registrant includes in the prospectus, by means of a post-
effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date
of those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Securities Act of 1933
or Rule 3-19 of Regulation S-X if such financial statements and
information are contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Act of 1934 that are incorporated by reference in the
Form F-3.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,
to deliver, or cause to be delivered, to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant and the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Consumers
Water Company 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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland and State of Maine on the
16th day of May, 1995.
Consumers Water Company
By: /s/ Peter L. Haynes
(Peter L. Haynes
President)
POWER OF ATTORNEY
We, the undersigned, officers and directors of Consumers Water Company,
hereby authorize and direct Peter L. Haynes, Keith C. Jones, or either of them
acting singly, as Attorney-in-Fact, to execute in the name and on behalf of
each of the undersigned persons, and in the respective capacities indicated
below, any amendment or amendments to this Registration Statement of Consumers
Water Company under the Securities Act of 1933, as amended, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Peter L. Haynes President and Director May 16, 1995
Peter L. Haynes (Principal Executive Officer)
/s/ John F. Isacke Senior Vice President May 16, 1995
John F. Isacke (Principal Financial Officer)
/s/ Gary E. Wardwell Controller (Principal Accounting May 16, 1995
Gary E. Wardwell Officer)
/s/ Claudio Elia Director May 16, 1995
Claudio Elia
/s/ David R. Hastings, II Director May 16, 1995
David R. Hastings, II
/s/ Jack S. Ketchum Director May 16, 1995
Jack S. Ketchum
/s/ John E. Menario Director May 16, 1995
John E. Menario
________________________ Director
Jane E. Newman
/s/ John E. Palmer, Jr. Director May 16, 1995
John E. Palmer, Jr.
/s/ Elaine D. Rosen Director May 16, 1995
Elaine D. Rosen
/s/ William B. Russell Director May 16, 1995
William B. Russell
/s/ John H. Schiavi Director May 16, 1995
John H. Schiavi
/s/ John W. L. White Director May 16, 1995
John W. L. White
EXHIBIT INDEX
Exhibit
4.1 Conformed copy of Restated Articles of Incorporation of
Consumers Water Company, as amended, incorporated by reference to
Exhibit 4.1.6 to Consumers Water Company's Registration Statement on
Form S-2 (No. 33-41113), filed with the Securities and Exchange
Commission on June 11, 1991.
4.2 Bylaws of Consumers Water Company, as amended March 2, 1994,
incorporated by reference to Exhibit 3.2 to Consumers Water Company's
Annual Report on Form 10-K for the year ended December 31, 1993.
4.3 Copy of Dividend Reinvestment and Common Share Purchase Plan,
as amended, incorporated by reference to Exhibit 4.3 to Consumers Water
Company's Registration Statement on Form S-3 (No. 33-55584), filed with
the Securities and Exchange Commission on December 10, 1992.
4.4 Forms to be used under the Consumers Water Company Dividend
Reinvestment and Common Share Purchase Plan, incorporated by reference
to Exhibit 4.4 to Consumers Water Company's Registration Statement on
Form S-3 (No. 33-55584), filed with the Securities and Exchange
Commission on December 10, 1992.
4.5 Form of Agreement between Consumers Water Company and the
Plan Agent, incorporated by reference to Exhibit 4.5 to Consumers Water
Company's Registration Statement on Form S-3 (No. 33-55584), filed with
the Securities and Exchange Commission on December 10, 1992.
4.6 Form of Brochure to be sent to shareholders with or in
advance of Prospectus with respect to the Dividend Reinvestment and
Common Share Purchase Plan is, incorporated by reference to Exhibit 4.6
to Consumers Water Company's Registration Statement on Form S-3 (No. 33-
55584), filed with the Securities and Exchange Commission on December
10, 1992.
5 Opinion of Drummond Woodsum & MacMahon as to legality of the
shares registered is submitted herewith as Exhibit 5.
23.1 The Consent of Arthur Andersen LLP, Consumers Water
Company's auditors, is submitted herewith as Exhibit 23.1.
23.2 The Consent of Drummond Woodsum & MacMahon, counsel to the
Company, is included in their opinion submitted herewith as Exhibit 5.
24 Powers of attorney are included as part of the signature page.
27 Financial Data Schedule, incorporated by reference to Exhibit
27 to Consumers Water Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
EXHIBIT 5
DRUMMOND WOODSUM & MACMAHON
ATTORNEYS AT LAW
245 COMMERCIAL STREET
PORTLAND, ME 04101-1117
(207) 772-1941
FAX (207) 772 3627
May 16, 1995
Consumers Water Company
Three Canal Plaza
Portland, ME 04101
RE: Consumers Water Company Registration Statement on Form S-3
Ladies and Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
Consumers Water Company, a Maine corporation (hereinafter call the "Company"),
to authorize and issue shares pursuant to its Dividend Reinvestment and Common
Share Purchase Plan, all as set forth in its Registration Statement of Form S-
3 filed by the Company pursuant to the Securities Act of 1933, as amended, to
which this opinion is an exhibit and in the Prospectus constituting a part of
such Registration Statement.
We have examined the Restated Articles of Incorporation and the Bylaws
of the Company and all amendments thereto and are familiar with the laws of
the State of Maine under which the Company is incorporated and exists. We have
also examined the corporate proceedings relating to the authentication and
issuance of the common shares of the Company and have made such further
examination and inquiries as we deem necessary for the purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Maine.
2. Common shares issuable pursuant to the Dividend Reinvestment
and Common Share Purchase Plan, when issued, will have been duly issued
and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the above
mentioned Registration Statement, and to the use of our name under the caption
"Legal Opinion" in the Prospectus forming a part of such Registration
Statement.
Very truly yours,
/s/ Drummond Woodsum & MacMahon
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-3 Registration Statement of our
report dated February 8, 1995 included in Consumers Water Company's Annual
Report on Form 10-K for the year ended December 31, 1994 and to all references
to our Firm included in or made part of this Registration Statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
May 16, 1995
