As filed with the Securities and Exchange Commission, via Edgar, on
September , 1996
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Registration No. 333-10207
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BUCK HILL FALLS COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 7999 24-0536840
- ----------------------------- --------------------- ----------------
(State or other jurisdic- (Primary Standard (I.R.S. Employer
tion of incorporation Industrial Identification
or organization) Classification Code No.)
Number)
Cresco Road, Buck Hill Falls, Pennsylvania 18323, 717-595-7511
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
David B. Ottaway
Chairman of the Board
Buck Hill Falls Company
Cresco Road
Buck Hill Falls, Pennsylvania 18323
717-595-7511
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
William J. Morehouse
Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor Packard Building
Philadelphia, Pennsylvania 19102
(215) 977-2190<PAGE>
<PAGE>
Approximate date of commencement of proposed sale to the public:
As promptly as practicable after the effective date of this Registration
Statement.
If 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 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 registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
Exhibit
No.
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3.1* Articles of Incorporation, as amended.
3.2* By-laws, as amended.
5 Opinion of Wolf, Block, Schorr and Solis-Cohen with respect
to the legality of the securities being offered.
10.1.1 Loan Agreement, dated July 24, 1992, between Penn Security
Bank and Trust Company and the Registrant - Incorporated by
reference to Exhibit 10.6.1 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended October 31, 1992,
filed with the Commission on February 24, 1993.
10.1.2 Promissory Note, dated July 24, 1992, issued by the
Registrant to Penn Security Bank and Trust Company -
Incorporated by reference to Exhibit 10.6.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1992, filed with the Commission on
February 24, 1993.
10.1.3 Open-End Mortgage, dated July 24, 1992, issued by the
Registrant to Penn Security Bank and Trust Company -
Incorporated by reference to Exhibit 10.6.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1992, filed with the Commission on
February 24, 1993.
10.1.4 Collateral Assignment of Dues, Assessments and Fee Income,
dated July 24, 1992, issued by the Registrant to Penn
Security Bank and Trust Company - Incorporated by reference
to Exhibit 10.6.4 to the Registrant's Annual Report on Form
10-K for the fiscal year ended October 31, 1992, filed with
the Commission on February 24, 1993.
10.2 Loan Agreement, dated August 12, 1993, between the Registrant
and Penn Security Bank and Trust Company, incorporated by
reference to Exhibit 10.8 to the Registrant's Annual Report on
Form 10-K for the fiscal years ended October 31, 1994 and
1993.
<PAGE>
<PAGE>
10.3 Loan Agreement, dated May 4, 1995, between the Buck Hill
Water Company and Penn Security Bank and Trust Company,
incorporated by reference to Exhibit 10.9 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
October 31, 1995.
10.4* Agreement dated June 8, 1996, between the Company and the Lot
and Cottage Owners' Association of Buck Hill Falls, Inc.
21* List of Subsidiaries of the Registrant.
22.1* Consent of Independent Certified Public Accountants and
Report on Schedules.
22.3 Consent of Wolf, Block, Schorr and Solis-Cohen (included as
part of Exhibit 5).
24 Power of Attorney (included on signature page of this
Registration Statement).
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* Previously filed
(b) Consolidated Financial Statement Schedules
See page S-1 for an Index to the Consolidated Financial
Statement Schedules filed with this Registration Statement.
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are
inapplicable or the required information is given in the consolidated
financial statements or notes thereto, and therefore have been omitted.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, at Buck Hill Falls,
Pennsylvania, on the 28th day of August, 1996.
BUCK HILL FALLS COMPANY
By: /s/ David B. Ottaway
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David B. Ottaway
Chairman and President
II-2<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ David B. Ottaway Chairman and President, August 28, 1996
- ------------------------ Director (Principal
David B. Ottaway Executive Officer)
* Vice President, Treasurer August 28, 1996
- ------------------------ and Chief Financial Officer
Anthony C. Bowe (Principal Financial
Accounting Officer)
/s/ George J. Byron Director August 28, 1996
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George J. Byron
* Director August 28, 1996
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Frank J. Dracos, M.D.
/s/ Edwin A. Gee Director August 31, 1996
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Edwin A. Gee
* Director August 28, 1996
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Grace M. Godshalk
* Director August 28, 1996
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Clifford Press
* Director August 28, 1996
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James T. Sygenda
* Director August 28, 1996
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Richard C. Unger, Jr.
* Signed by David B. Ottaway as Attorney-in-Fact.
/s/ David B. Ottaway
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David B. Ottaway
August 28, 1996
II-3<PAGE>
<PAGE>
WOLF, BLOCK, SCHORR and SOLIS-COHEN
Twelfth Floor, Packard Building
S. E. Corner 15th and Chestnut Streets
Philadelphia, Pennsylvania 19102
August 15, 1996
Buck Hill Falls Company
P.O. Box 426
Buck Hill Falls, Pennsylvania 18323
Gentlemen:
In connection with the offering of up to 75,000 shares of
Class A Common Stock and up to 31,463 shares of Common Stock (the
"Shares") of Buck Hill Falls Company (the "Company") pursuant to the
Company's Registration Statement on form S-1 filed with the Securities and
Exchange Commission on August 15, 1996 (the "Registration Statement"), we,
as counsel to the Company, have examined such corporation records,
certificates and other documents and such questions of law as we consider
necessary or appropriate for the purpose of this opinion.
On the basis of such examination, we advise you that, in our
opinion, such of the Shares as are sold, issued and paid for as
contemplated by the Registration Statement, when so sold, issued and paid
for, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus forming a party of such Registration
Statement. In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations
thereunder.
Very truly yours,
WOLF, BLOCK, SCHORR and SOLIS-COHEN
EXHIBIT 5
