As filed with the Securities and Exchange Commission on February 12, 1998
Registration No. 333-
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)
<PAGE> 1
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.
[XX]
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.[ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registrations statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities Amount 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 shares $19.50 $9,750,000 $2,877
================================================================================
<PAGE> 2
<FN>
<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 $19.50
per share, which equals the average of the high and low prices of the
common shares of the Company on February 9, 1998 as reported on the
NASDAQ Stock Market.
</FN>
</TABLE>
PURSUANT TO RULE 429, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT
WILL SERVE AS AN UPDATED PROSPECTUS FOR REGISTRATION STATEMENT NO. 33-59375.
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 Nasdaq Stock Market ("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.
<PAGE> 3
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 February 12, 1998
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 te Public
Reference Room of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 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, 1996, filed pursuant to the 1934 Act.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997 filed pursuant
to the 1934 Act.
3. The Company's definitive Proxy Statement dated April 1, 1997 in
connection with its Annual Meeting of Stockholders, filed pursuant to the
1934 Act.
<PAGE> 4
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: Brian R. Mullany, Secretary.
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 8 water companies
which operate 28 separate systems providing water service to approximately
228,000 customers in six states.
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; Consumers Pennsylvania Water Company--Shenango
Valley Division; Consumers Illinois Water Company; Consumers New Jersey Water
Company; and Consumers Pennsylvania Water Company--Roaring Creek Division
accounted for approximately 84% of consolidated operating revenues of the water
utilities and 84% of consolidated water net utility plant in 1996. 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, Portlad, Maine 04112, and its telephone number
is (207) 773-6438. Inquiries regarding the Plan may be made to the Plan Agent,
First Union National Bank (the "Agent") at the following address: 1525 West
W.T. Harris Boulevard, Building 3C3, Charlotte, NC 28288-1153, Attention:
Shareholder Customer Service, or by calling First Union National Bank at (800)
829-8432.
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.
<PAGE> 5
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
Agent will provide simplified record keeping for shares held by the Agent 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
<PAGE> 6
3. Who administers the Plan?
The Company has appointed First Union National Bank 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 Agent will
administer the Plan and keep a continuous record of each participating
shareholder's activities and send a statement of account to each participant
following each purchase of shares to be held by the Agent on that 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 Agent 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, the owner must become a record
holder by having the shares transferred to the owner's 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 Agent. 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 Agent at 1525 West W.T. Harris Boulevard,
Building 3C3, Charlotte, NC 28288-1153, Attention: Shareholder Customer
Service, or by calling the Shareholder Customer Service Department of the Agent
at (800) 829-8432.
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. 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.
<PAGE> 7
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 the 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
dirctly 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 Agent with a new Authorization Form with the
appropriate box checked off.
If a signed Authorization Form is returned to the Agent 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 Agent
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
<PAGE> 8
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 Stock Market 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 three 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.
<PAGE> 9
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 Agent 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. 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 Agent 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 First
Union National Bank with a Cash Investment Form to be provided by the Agent.
Optional cash investments may be made through the use of the Cash Investment
Forms, sent by the Agent to participants. 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 Agent at 1525
West W.T. Harris Boulevard, Building 3C3, Charlotte, NC 28288-1153, Attention:
Shareholder Customer Service, or by calling the Shareholder Customer Service
Department of the Agent at (800) 829-8432.
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 Agent at least five business days prior to the Cash
Investment Date on which the cash investment otherwise would have been made.
<PAGE> 10
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 reflecting the purchase. These statements are a participant's
continuing record of the cost of purchases under the Plan 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 shaeholders' meeting and proxy statement, and income tax information for
reporting dividends paid and shares sold.
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 Agent at 1525 West W.T. Harris Boulevard,
Building 3C3, Charlotte, NC 28288-1153, Attention: Shareholder Customer
Service. 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 the participant's name.
Certificates for a fractional share will not be issued under any
circumstance.
18. In whose name will accounts be maintained and certificates registered when
issued?
<PAGE> 11
Accounts for participants will be maintained by the Agent 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 or her method of participation?
A participant may change his or her method of participation at any time
by completing an Authorization Form and returning it to the Agent at 1525 West
W.T. Harris Boulevard, Building 3C3, Charlotte, NC 28288-1153, Attention:
Shareholder Customer Service. 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 Agent 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. A participant
who provides the Agent with a later-dated Authorization Form in which the
participant elects the safekeeping only option may not make optional cash
investments and any optional cash investment held by the Agent 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.
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 Agent
with a properly executed Plan Withdrawal Form or other written instruction, in
a form acceptable to the Agent, containing the same information required by the
Plan Withdrawal Form.
If the request to withdraw is received by the Agent 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 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 Agent 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.
<PAGE> 12
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 Agent
with a properly executed Plan Withdrawal Form. Plan Withdrawal Forms should be
addressed to the Agent at 1525 West W.T. Harris Boulevard, Building 3C3,
Charlotte, NC 28288-1153, Attention: Shareholder Customer Service. 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 the participant
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
such 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 brokerage commissions, 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 Agent as published in the Nasdaq Stock Market
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 the participant's name?
If a participant disposes of all shares of stock registered in the
participant's 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?
<PAGE> 13
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 the
participant's 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 the participant's
account under the Plan may be obtained upon written request received by the
Agent 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 the participant's name, if any, and
those credited to the participant's 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 any fractional share 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.
<PAGE> 14
(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, if any.
(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.
<PAGE> 15
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 the participant of a profit or protect against a loss on the shares
purchasd 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.
<PAGE> 16
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 its
opinion and to the reference to it in the Registration Statement was contained
in its 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, 1996, 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 any information
or to make any 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 not constitute an offer to
sell or a solicitation of an offer to buy any
of these securities in any jurisdiction to
any person to whom it is unlawful to make
such offer or solicitation in such
jurisdiction.
=================================================
=================================================
Consumers
Water Company
Dividend Reinvestment
and
Common Share
Purchase Plan
<PAGE> 17
Prospectus
February 12, 1998
=================================================
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.............................. $ 2,877
Printing Expenses................................. 3,355
Accounting Fees and Expenses...................... 500
Legal Fees and Expenses........................... 7,000
Fees of Agent .................................... **
Blue Sky Fees and Expenses........................ 1,500
Miscellaneous..................................... 268
--------
Total....................................... $ 15,500
========
<FN>
- - -------------------
<F*> All expenses except the SEC Registration Fee are estimated.
<F**> See Exhibit 4.4.
</FN>
</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
<PAGE> 18
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.
<PAGE> 19
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
<PAGE> 20
(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.
-------------------
<PAGE> 21
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 3.1
to Consumers Water Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
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, is submitted herewith as Exhibit 4.3.
4.4 Form of Agreement between Consumers Water Company and the Plan
Agent is submitted herewith as Exhibit 4.4.
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 Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
Item 17. Undertakings
a. The undersigned registrant hereby undertakes:
<PAGE> 22
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective 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) of this section
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 with
or furnished to the Commission 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.
<PAGE> 23
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 this chapter 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
Act 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
Act or Rule 3-19 of this chapter 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 Exchange 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 are 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 in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 24
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 12th day of
February, 1998.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Peter L. Haynes President and Director February 12, 1998
- - ---------------------------- (Principal Executive Officer)
Peter L. Haynes
/s/ John F. Isacke Senior Vice President February 12, 1998
- - ---------------------------- (Principal Financial Officer)
John F. Isacke
/s/ Gary E. Wardwell Controller February 12, 1998
- - ---------------------------- (Principal Accounting Officer)
Gary E. Wardwell
<PAGE> 25
/s/ Michel Avenas Director February 12, 1998
- - ----------------------------
Michel Avenas
/s/ Jack S. Ketchum Director February 12, 1998
- - ----------------------------
Jack S. Ketchum
/s/ John E. Menario Director February 12, 1998
- - ----------------------------
John E. Menario
/s/ Jane E. Newman Director February 12, 1998
- - ----------------------------
Jane E. Newman
/s/ John E. Palmer, Jr. Director February 12, 1998
- - ----------------------------
John E. Palmer, Jr.
/s/ William B. Russell Director February 12, 1998
- - ----------------------------
William B. Russell
/s/ Robert O. Viets Director February 12, 1998
- - ----------------------------
Robert O. Viets
</TABLE>
EXHIBIT INDEX
Exhibit
- - -------
4.1 Conformed copy of Restated Articles of Incorporation of Consumers
Water Company, as amended, incorporated by reference to Exhibit 3.1
to Consumers Water Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
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, is submitted herewith as Exhibit 4.3.
4.4 Form of Agreement between Consumers Water Company and the Plan
Agent is submitted herewith as Exhibit 4.4.
<PAGE> 26
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 Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
Exhibit 4.3
CONSUMERS WATER COMPANY
DIVIDEND REINVESTMENT AND COMMON SHARE PURCHASE PLAN
AS AMENDED
1. The purpose of the Dividend Reinvestment and Common Share Purchase Plan
(the "Plan") of Consumers Water Company (the "Company") is to provide
holders of record of common and preferred shares of the Company with a
simple and convenient method of investing cash dividends and making
optional cash investments in additional common shares of the Company
without payment of any brokerage commission. When shares are to be
purchased directly from the Company, the Company will receive additional
equity funds. The number of common shares available under the Plan will
be such number as the Board of Directors may determine from time to time.
The common shares to be purchased under the Plan shall be, at the
discretion of the Company, either (i) issued and outstanding shares
purchased on the open market or in negotiated transactions, (ii) subject
to paragraph 23 hereof, previously unissued or treasury shares purchased
directly from the Company, or (iii) any combination of the above.
<PAGE> 27
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 on their behalf under the Plan for
safekeeping, 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 shall be paid
directly to the participant for whose benefit such shares are held.
Optional cash investments may be made in amounts from $10.00 minimum per
Cash Investment Date to $50,000.00 maximum per calendar year. Fractional
shares, as well as full shares, will be credited to participants'
accounts. Cash dividends on shares credited to the accounts of
participants will be reinvested in additional shares and such shares will
be credited to the participants' accounts. In addition, for participants
who so elect, all dividends on all or a portion of full and fractional
shares registered in their names and on shares credited to their accounts
will be reinvested in additional common shares.
2. All holders of record of common and/or preferred shares of the Company
are eligible to participate in the Plan. Therefore, in order to be
eligible to participate, beneficial owners whose shares are registered in
names other than their own (e.g., broker or bank nominee) must either
become shareholders of record by having their shares transferred into
their names or arrange for brokers and bank nominees to participate on a
dividend-by-dividend basis on their behalf.
3. A holder of record of common or preferred shares of the Company may join
the Plan at any time by properly completing and signing a Dividend
Reinvestment and Common Share Purchase Plan Authorization Form (the
"Authorization Form") and returning it to the Agent which will administer
the Plan for participants, maintain records, send statements of account
to participants and perform other duties relating to the Plan. A postage
paid envelope will be provided for this purpose. Authorization Forms may
be obtained at any time by written request to, or by contacting, the
Agent.
The Authorization Form will permit a shareholder, by checking the "Full
Dividend Reinvestment" box to direct 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 or her common
and/or preferred shares registered in his or her own name as well as on
all of the shares credited to his or her account under the Plan and (ii)
any optional cash investments made by him or her within the limits
described below.
<PAGE> 28
A shareholder checking the "Partial Dividend Reinvestment" box on the
Authorization Form and (i) designating in the appropriate space the
number of common or preferred shares registered in his or her 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 his or her name as
well as on all of the shares to be credited to his or her 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 investments within the limits described
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. Shareholders who have elected the
"safekeeping only" option may not make optional cash investments.
Optional cash investments made under the Plan will be limited to a
minimum of $10.00 per Cash Investment Date and a maximum of $50,000.00
per calendar year.
If a signed Authorization Form is returned to the Agent 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 Agent with the "Partial Dividend Reinvestment" box checked but
without the number of shares designated, the form will be returned to the
shareholder for completion.
4. The "Agent" will be First Union National Bank, or such other agent as the
Company may from time to time designate. The Company may, from time to
time, undertake some of the ministerial functions of the Agent under the
Plan.
5. The "Dividend Investment Date" shall normally be the dividend payment
date with respect to common and preferred shares. The "Cash Investment
Date" shall normally be the first day of every month. If either such date
falls on a Saturday, Sunday or other day on which the New York Stock
Exchange is closed, or such date falls on any other day on which trading
is suspended, the Dividend Investment Date or Cash Investment Date will
be the next trading day. The purchase of shares directly from the Company
shall be made as of the Dividend Investment Date or Cash Investment Date.
The "Investment Period" shall normally be the 30-day period beginning on
the Dividend Investment Date or Cash Investment Date. Purchases of shares
on the open market or in negotiated transactions will be made by the
Agent within the 30-day Investment Period, subject to any appropriate
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 last date on which all purchases for the Investment
Period are completed.
<PAGE> 29
6. A shareholder will be enrolled as of the next dividend payment date
following receipt by the Agent of the Authorization Form, for the purpose
of the reinvestment of dividends, if the Authorization Form is received
by the fifth business day preceding a Dividend Investment Date. If the
Authorization Form is received by the Agent after the fifth business day
preceding a Dividend Investment Date the shareholder's reinvestment of
dividends will not start until payment of the second succeeding dividend.
A shareholder may change the portion of his dividends that is to be
reinvested by submitting a later-dated Authorization Form to the Agent.
The portion of dividends to be reinvested as of the next dividend payment
date shall be the portion indicated in the later-dated Authorization Form
if it is received by the Agent by the date upon which such dividend is
declared, but shall be the portion indicated in the original
Authorization Form if the later-dated Authorization Form is received
after such date. A shareholder who provides the Agent 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 Agent for application on the next succeeding Cash
Investment Date shall be returned to the shareholder who provided the
Agent with a later-dated Authorization Form in which the "safekeeping
only" option was elected, unless such later-dated Authorization Form is
received after the fifth business day preceding the next Cash Investment
Date.
A participant who has dividends reinvested under the Plan and who wishes
to make an optional cash investment on any Cash Investment Date may do so
by providing the Agent with an appropriately completed cash investment
form to be provided by the Agent (the "Cash Investment Form"), provided
the Cash Investment Form is received by the Agent by the fifth business
day preceding that Cash Investment Date. If the Cash Investment Form is
received by the Agent after the fifth business day preceding a Cash
Investment Date, the shareholder's cash investment shall be held by the
Agent for application on the following Cash Investment Date.
7. The purchase price of common shares bought directly from the Company with
reinvested dividends and optional cash investments will be (i) 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 immediately
preceding and including the Dividend Investment Date or Cash Investment
Date, or (ii) if no such closing prices are quoted by NASDAQ as
determined in accordance with a method adopted by the officers of the
Company. The purchase price of common shares purchased by the Agent on
the open market, or in negotiated transactions, with reinvested dividends
and optional cash investments shall be the weighted average price of all
shares purchased by the Agent for the Plan during the Investment Period.
The participant's account will be credited with a number of shares,
including fractions computed to three decimal places, equal to the total
amount invested (through dividends, optional cash investments, or both)
divided by the purchase price.
<PAGE> 30
8. All costs of administration of the Plan, including the Agent's charges,
will be paid by the Company. No brokerage fees will be charged to
participants when shares are purchased under the Plan. However, if a
participant makes a request to the Agent to sell any of his or her
shares, the participant will pay a brokerage commission and any transfer
tax or other fees or charges.
9. An optional cash investment may be made by participants only by enclosing
a check payable to the Agent with a Cash Investment Form. Cash Investment
Forms will be sent to participants periodically by the Agent.
There is no obligation to make an optional cash investment for each or
any Cash Investment Date. Each optional cash investment must be at least
$10.00. More than one optional cash investment may be made during the
calendar year, but the aggregate of such investments may not exceed
$50,000.00. No interest will be paid by the Company or the Agent on
optional cash investments held until the Cash Investment Date.
10. Participants in the Plan will receive statements of their accounts from
the Agent following each purchase of shares for their accounts.
Participants also will receive a Prospectus relating to the Plan and
copies of the same communications sent to every other holder of the
Company's common stock.
11. The fact that dividends are reinvested does not relieve participants of
any liability for taxes that may be otherwise payable on such dividends.
When reinvested dividends are subject to United States income tax
withholding, the Company will provide for the investment in common shares
of the Company to be held by the Agent on behalf of participants an
amount equal to the dividends paid less the amount of tax required to be
withheld in accordance with paragraph 17 hereof.
12. Certificates for the whole number of shares purchased by all participants
under the Plan will be issued in the first instance in the name of the
Agent or its nominee and, unless requested as described in the next
paragraph, certificates for 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 statement of account prepared
by the Agent.
Certificates for any number of whole shares credited to an account under
the Plan will be issued by the Agent to a participant upon written
request to the Agent, even though such participant wishes to remain in
the Plan. In such event, any remaining full shares for which certificates
are not requested and any fractional shares will continue to be credited
to the participant's account under the Plan. Certificates for fractional
shares will not be issued under any circumstances. Accounts under the
Plan are maintained in the names in which the certificates of
participants were registered at the time they entered the Plan.
Consequently, certificates for whole shares will be similarly registered
when issued.
<PAGE> 31
13. A participant may withdraw from the Plan at any time. In order to
withdraw from the Plan, a participant must provide the Agent with a
properly executed Plan Withdrawal Form or other written instruction in
form acceptable to the Agent containing the same information required by
the Plan Withdrawal Form. When a participant withdraws from the Plan or
upon termination of the Plan by the Company, certificates for whole
shares credited to his or her account under the Plan will be issued and
cash will be remitted for any fractional share. Upon withdrawal from the
Plan the participant may, if desired, also request that all of the
shares, both whole and fractional, credited to such participant's account
in the Plan be sold. If a participant requests such sale, the sale will
be made by the Agent for the account of the participant at the market
price within ten trading days after receipt of the request by the Agent.
The participant will receive the proceeds of the sale less any related
brokerage commission and any transfer tax or other fees or charges.
If the request to withdraw is received by the Agent on or after the date
upon which a dividend is declared but prior to the Dividend Investment
Date upon which such dividend is to be paid, it shall not be effective
until after that Dividend Investment Date. All subsequent dividends will
be paid to the shareholder in cash unless the shareholder re-enrolls in
the Plan, which may be done 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 Agent 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.
If a participant disposes of all common shares registered in such
participant's name, the Company will continue to provide for the
reinvestment of dividends on the shares credited to his or her account
under the Plan until the Agent is notified by such participant that he or
she wishes to withdraw from the Plan.
14. If shares registered in the name of a participant in the Plan are voted
by him or her on any matter submitted to a meeting of shareholders, the
Agent will vote any 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 by the Agent 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 Agent 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
a 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.
<PAGE> 32
15. If the Company declares a stock dividend or split with respect to its
common shares, 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 his or her behalf by the Agent.
16. A participant's entitlement in a rights offering will be based upon the
total number of shares held in the participant's name and whole shares
credited to his or her account under the Plan. Rights on shares
registered in the name of a participant, as well as on whole shares
credited to the participant's account under the Plan, will be mailed
directly to the participant in the same manner as to holders of common
shares not participating in the Plan.
17. In the case of shareholders whose dividends are subject to United States
federal income tax or applicable state tax withholding, the Company will
provide for the investment in common shares of the Company an amount
equal to the dividends paid less the amount of tax required to be
withheld by the Company. The statements confirming purchases made for
such participants will indicate the gross amount of dividends received
and the net amount invested. Optional cash investments received from
foreign shareholders must be in United States dollars and will be
invested in the same manner as investments from other participants.
18. In administering 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 such 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 such purchases are made, or with respect to
any fluctuation in the market value after purchase or sale of shares, or
with respect to the tax treatment of dividends reinvested pursuant to the
Plan.
19. 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 all participants.
20. The Agent reserves the right to resign at any time upon sixty days'
notice to the Company in writing.
21. The officers of the Company are authorized to take such actions to carry
out the Plan as may be consistent with its terms and conditions.
22. The terms and conditions of the Plan and its operation shall be governed
and construed in accordance with the laws of the State of Maine.
23. The Company's obligations to issue previously authorized but unissued
common shares under the Plan or to sell treasury shares pursuant to the
terms of the Plan is subject to having in effect an effective
registration statement under the Securities Act of 1933, as amended,
covering such shares and any required registrations under the state
securities or "Blue Sky" laws.
24. This Plan shall be effective as of January 1, 1982.
<PAGE> 33
Exhibit 4.4
AGREEMENT FOR APPOINTMENT AS DIVIDEND REINVESTMENT AGENT
This Agreement for Appointment of Dividend Reinvestment Agent dated this 6th
day of February, 1998, by and between FIRST UNION NATIONAL BANK OF NORTH
CAROLINA ("First Union") and CONSUMERS WATER COMPANY ("Corporation").
WITNESSETH:
WHEREAS, the parties wish to provide for First Union to function as Dividend
Reinvestment Agent on the terms and conditions as set forth herein:
1. The parties agree that First Union shall serve as the Dividend
Reinvestment Agent for the Corporation in accordance with the terms set
forth.
2. The duties of First Union as Dividend Reinvestment Agent are based upon
the Description of Services (Section I), as attached hereto.
3. The fee arrangement is based upon the Fee Schedule (Section II) as
attached hereto. The fees shall not be increased during the thirty-six
month period commencing with the first day of the initial term. Effective
at the beginning of the 13th month following such date, First Union may
increase such charges at any time and from time to time, but not more
often than once in any twelve month period, by an amount equal to the
greater of eight percent or the cumulative percentage increase of the
United States Consumers Price Index for Urban Households, published by
the Bureau of Labor Statistics, United States Department of Labor (or its
successor index) (the "CPI") during the period beginning on the date of
the prior increase (or, in the case of the initial increase, the first
day of the initial term) and ending on the latest day included in the
latest CPI calculation published at the time of such price increase.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By: /s/ Kenneth E. Staab
----------------------------------
Kenneth E. Staab, Vice President
[SEAL]
<PAGE> 34
Attest: /s/ Kristin N. Knapp
-------------------------------
CONSUMERS WATER COMPANY
By: /s/ Brian R. Mullany
-----------------------------------
Title: Vice President and Secretary
[SEAL]
Attest: /s/ Elizabeth H. Vaughn
--------------------------------
I. DIVIDEND REINVESTMENT SERVICES
This benefit enables employees to acquire company ownership often through the
convenience of payroll deduction. Our specialized unit will provide consulting
on plan design, and once implemented, will work closely with your in-house
resources to provide superior service and commitment.
As Dividend Reinvestment Agent our services include:
* Receive and post all optional cash contributions
* Purchase stock with funds from payroll deductions or optional cash
contributions
* Proactive involvement with your Human Resources and/or Payroll
Department to set up new employee accounts
* Allocate full and fractional shares to each employee's account
* Prepare and mail statements to employees after each investment
* Prepare and file federal tax information at the end of each taxable
period
* Correspond with Plan participants as directed by the Company
* Provide complete proxy services
* Process liquidation or termination requests
Upon request, the bank will:
* issue certificates for full shares,
* or sell full shares in the open market and deliver proceeds
to the shareholder
II. DIVIDEND REINVESTMENT AGENT FEES
<PAGE> 35
ADMINISTRATION
Annual Fee . . . . . . . . . . . . . . . . . . . . . . . . . . $3,000.00
Consumers Water Company's full-time primary and backup account officers
will consult with the Company regarding the administrative decisions
relating to the corporate security issue, for example, but not limited
to, securities regulations and requirements. Additionally, our Investor
Communications Group is available to assist your employees regarding
transfer requirements, research questions, balance information, et
cetera.
DIVIDEND REINVESTMENT AGENT
These services are detailed in the attached Section I.
ALL-INCLUSIVE QUARTERLY FEE . . . . . . . . . . . . . . . . $1.25 per account
(Minimum $2,500 Annual Fee)
(Based upon 4 investments per year; each additional
investment is $1.00 per transaction.)
OUT-OF-POCKET EXPENSES
All out-of-pocket expenses, including postage, insurance, telephone,
courier expenses, check stock and stationery, will be billed in addition
to the fees listed herein. We do not add on a service or handling charge.
SPECIAL SERVICES
Services not included in this fee schedule, but deemed necessary or
desirable by the corporate issuer, may be subject to additional charges
based upon an appraisal with the company before services are to be
performed.
Exhibit 5
Drummond Woodsum & MacMahon
245 Commercial Street
Portland, Maine, 04101
(207) 772-1941
FAX (207) 772-3627
February 12, 1998
<PAGE> 36
Consumers Water Company
Three Canal Plaza
Portland, Maine 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 called the
"Company"), as set forth in its Registration Statement on 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 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
<PAGE> 37
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-3 Registration Statement of our report dated
February 5, 1997 included in Consumers Water Company's Annual Report on Form
10-K for the year ended December 31, 1996 and to all references to our Firm
included in or made part of this Registration Statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
February 10, 1998
