<PAGE> 1
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST 11, 1995,
AS AMENDED NOVEMBER 27, 1996)
1,000,000 SHARES This filing is made
pursuant to Rule
SOUTHERN CALIFORNIA WATER COMPANY 424(b)(5) under the
COMMON SHARES Securities Act of
1933, in connection
(PAR VALUE $2.50 PER SHARE) with Registration
No. 33-60441
------------------------
The Company's Common Shares are listed on the New York Stock Exchange under
the symbol "SCW." On December 16, 1996, the last reported sale price of the
Company's Common Shares on the New York Stock Exchange was $21 3/4 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
===============================================================================
UNDERWRITING DISCOUNTS
PRICE TO AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......... $21.50 $0.91 $20.59
- -------------------------------------------------------------------------------
Total(3).......... $21,500,000 $910,000 $20,590,000
===============================================================================
</TABLE>
(1) The Company has agreed to indemnify the several Underwriters against certain
civil liabilities, including liabilities under the Securities Act of 1933,
as amended. See "Underwriting."
(2) Before deduction of estimated expenses payable by the Company of $125,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
100,000 additional Common Shares on the same terms as set forth above to
cover over-allotments, if any. If such option is exercised in full, the
total Price to Public, Underwriting Discounts and Commissions and Proceeds
to Company will be $23,650,000, $1,001,000, and $22,649,000, respectively.
See "Underwriting."
The Common Shares are offered by the several Underwriters, subject to prior
sale, when, as and if delivered and accepted by them, subject to the right of
the Underwriters to reject any order in whole or in part. It is expected that
delivery of the Common Shares will be made on or about December 20, 1996.
------------------------
A.G. EDWARDS & SONS, INC.
EDWARD D. JONES & CO., L.P.
LEGG MASON WOOD WALKER
INCORPORATED
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 16, 1996.
<PAGE> 2
[MAP OF COMMUNITIES SERVED BY
SOUTHERN CALIFORNIA WATER COMPANY]
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON SHARES
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-2
<PAGE> 3
SUMMARY INFORMATION
The following is qualified in its entirety by the information and financial
statements (including notes) incorporated by reference in this Prospectus
Supplement and Prospectus.
THE COMPANY
<TABLE>
<S> <C>
Company.............................. Southern California Water Company
Business............................. Water and electric utility
Service area......................... Service is provided in 17 operating districts, of
which 16 are water districts and one is an electric
district, located in ten counties in California. In
1995, approximately 92% of the Company's revenues were
derived from the sale of water and 8% from the sale of
electricity.
Estimated service area population.... 1,000,000
Active customers (as of September 30,
1996).............................. 260,435
THE OFFERING
Securities offered................... 1,000,000 Common Shares, par value $2.50 per share
(excludes 100,000 Common Shares issuable upon exercise
of over-allotment option by the Underwriters)
Number of Common Shares outstanding
at September 30, 1996.............. 7,878,628
New York Stock Exchange Symbol....... SCW
Range of stock prices on the New York
Stock Exchange January 1, 1996 --
December 16, 1996.................. $18 3/4 - $24 1/8
Closing price on December 16,
1996............................... $21 3/4
Current indicated annual dividend
rate............................... $1.24 (See "Common Share Price Range and Dividends")
Use of proceeds...................... To retire short-term bank borrowings incurred for the
acquisition of property, for utility plant
construction and for general corporate purposes
</TABLE>
S-3
<PAGE> 4
SELECTED FINANCIAL AND OPERATING INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
<TABLE>
<CAPTION>
TWELVE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ---------------------------------
1996 1995 1994 1993
------------- --------- --------- ---------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Operating revenues................................ $148,439 $129,813 $122,675 $108,506
Operating income.................................. 24,329 21,388 18,930 20,050
Earnings available for common shareholders........ 14,314 12,069 11,240 11,926
PER SHARE DATA:
Earnings per Common Share......................... $1.82 $1.54 $1.43 $1.66
Cash dividends paid per Common Share.............. 1.22 1.21 1.20 1.19
Weighted average number of Common Shares
outstanding..................................... 7,850,717 7,845,592 7,842,271 7,185,549
OPERATING DATA:
Total water sold (millions of gallons)............ 60,341 55,724 56,747 52,764
Total electric sales (megawatt hours)............. 115,790 111,519 110,234 106,234
Total customers................................... 260,435 259,437 258,236 257,116
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
---------------------------------------------
ACTUAL AS ADJUSTED(1)
--------------------- ---------------------
AMOUNT PERCENTAGE AMOUNT PERCENTAGE
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
CAPITALIZATION (EXCLUDING CURRENT AMOUNTS):
Long-term debt........................................ $107,278 45.4% $115,278 43.6%
Preferred shares subject to mandatory redemption...... 520 .2 520 .2
Preferred shares not subject to mandatory
redemption.......................................... 1,600 .7 1,600 .6
Common shareholders' equity........................... 126,730 53.7 147,195 55.6
-------- ----- -------- -----
Total capitalization................................ $236,128 100.0% $264,593 100.0%
======== ===== ======== =====
Short-term debt..................................... $ 34,000 $ 14,000
======== ========
</TABLE>
- ---------------
(1) As adjusted for (i) the receipt and application of the net proceeds from the
sale of 1,000,000 Common Shares at the offering price of $21 1/2 per share,
and (ii) the borrowing by the Company on December 13, 1996 of $8,000,000
from the California Pollution Control Financing Authority in connection with
that Authority's issuance of Water Distribution Facilities Revenue Bonds
(Southern California Water Company Project) 1996 Series A dated December 1,
1996. The loan from the California Pollution Control Financing Authority has
a maturity date of December 1, 2026 and an interest rate of 5.5%.
S-4
<PAGE> 5
THE COMPANY
GENERAL
Southern California Water Company (the "Company") is a public utility
company engaged principally in the purchase, production, distribution and sale
of water. The Company also distributes electricity in one community, but has no
generating facilities of its own. The Company, regulated by the California
Public Utilities Commission ("CPUC"), was incorporated on December 31, 1929
under the laws of the State of California as American States Water Services
Company of California as the result of the consolidation of 20 water utility
companies. From time to time, additional water companies and municipal water
districts have been acquired and properties in limited service areas have been
sold. The Company's present name was adopted in 1936.
The Company is organized into three regions operating within 75 communities
in 10 counties throughout the State of California and provides water service in
21 customer service areas. As of September 30, 1996, approximately 73% of the
Company's water customers were located in the greater metropolitan areas of Los
Angeles and Orange Counties. The Company also provides electric service to the
City of Big Bear Lake and surrounding areas in San Bernardino County. The
Company served 239,979 water customers and 20,456 electric customers at
September 30, 1996, or a total of 260,435 customers compared with 258,407 total
customers served at September 30, 1995.
CERTAIN RECENT DEVELOPMENTS
RECENT FINANCIAL RESULTS
The Company's results of operation for the nine months and twelve months
ended September 30, 1996 and September 30, 1995 are summarized below.
<TABLE>
<CAPTION>
NINE MONTHS ENDED TWELVE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -------------------
1996 1995 1996 1995
-------- ------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Total operating revenues............... $115,508 $96,882 $148,439 $126,195
Operating income....................... 19,157 16,217 24,329 21,111
Earnings available for common
shareholders......................... 11,608 9,363 14,314 11,974
Earnings per Common Share.............. 1.48 1.19 1.82 1.53
</TABLE>
Earnings per Common Share for the nine months ended September 30, 1996 were
$1.48 as compared to $1.19 for the nine months ended September 30, 1995, an
increase of 24.4%. Earnings for the twelve months ended September 30, 1996
increased by 19.0% to $1.82 per share as compared to $1.53 per share for the
twelve months ended September 30, 1995.
Water sales volumes for the nine and twelve months ended September 30, 1996
increased by 10.8% and 13.7%, respectively, as compared to the same periods
ended September 30, 1995. Water operating revenues increased by 20.3% and 18.8%
in the nine month and twelve month periods ended September 30, 1996,
respectively, as compared to the same periods last year as a result of the
impact of general, step and attrition rate increases and the increased water
sales. The increased water sales were due to additional customers and periods of
above normal temperatures.
Electric operating revenues for the nine and twelve month periods ended
September 30, 1996 increased by 7.7% and 5.6%, respectively, over the comparable
periods ending September 30, 1995 as a result of increased kilowatt-hour sales
volumes and increased rates which were effective January 1, 1996. Kilowatt-hour
sales of electricity increased by 5.6% and 2.9% for the nine and twelve months
ended September 30, 1996, respectively, as compared to the same periods last
year. The increased sales were due to additional customers and the increased use
of snow-making equipment by customers in the winter of 1996.
S-5
<PAGE> 6
RATES AND REGULATION
The Company is subject to regulation by the CPUC as to its water and
electric businesses and properties. The CPUC has broad powers of regulation over
public utilities with respect to service and facilities, rates, classifications
of accounts, valuation of properties and the purchase, disposition and
mortgaging of properties necessary or useful in rendering public utility
service. It also has authority over the issuance of securities, the granting of
certificates of convenience and necessity as to the extension of services and
facilities and various other matters.
Rates to customers of the Company vary among its 21 water customer service
areas due to differences in operating conditions and costs. The customer service
areas are currently grouped into 16 water districts for rate-making purposes.
The Company's one electric customer service area is also a separate rate-making
district. The Company continuously monitors its operations in all of its
districts so that applications for rate changes may be filed, when warranted, on
a district-by-district basis in accordance with CPUC procedure. Under the CPUC's
practices, rates may be increased by three methods: general rate increases,
offsets for certain expense increases and advice letter filings related to
certain plant additions. General rate increases typically are for three-year
periods and include "step" increases in rates for the second and third years.
The Company filed an application for general rate relief, including step
and attrition year changes, in six of its water rate-making districts in March,
1995. In December, 1995, the CPUC issued its final decision on those
applications which, among other things, authorized a rate of return on common
equity of 10.40%, increased depreciation rates and authorized recovery of
postretirement medical benefit costs and resulted in an approximate increase in
annual water operating revenues of $15 million. Rates approved by the CPUC were
effective on January 1, 1996.
The Company filed an application with the CPUC for a general rate increase
in its Bear Valley Electric customer service area in September, 1995. In
February, the Company reached a stipulated settlement among all parties which
included the 10.40% return on common equity stipulated in the Company's water
rate cases discussed previously. The CPUC issued its final decision in this
matter, which approved the settlement stipulation, on May 14, 1996. The annual
rate increase of $1.3 million, which was approved by the CPUC, went into effect
on May 19, 1996.
In March, 1996, the Company filed applications to increase water rates by
$142,000 in two of its customer service areas to recover costs associated with
1996 and 1997 capital projects in those areas. The Company and the CPUC staff
have worked out terms of a settlement stipulation, which was supported by an
opinion of the Administrative Law Judge assigned to the case. The settlement
stipulation provides for rate increases totaling $142,000 annually and provides
a return on common equity of 10.4%. A final decision by the CPUC is anticipated
by December, 1996, with rates effective in January, 1997.
On November 4, 1996, the Company filed an application with the CPUC seeking
recovery through rates of an estimated $5.3 million in costs associated with its
participation in the coastal aqueduct extension of the State Water Project (the
"Project"). The Company is currently unable to predict if the CPUC will
authorize recovery of all or any of the costs associated with the Project.
WATER SUPPLY
During the twelve months ended September 30, 1996, the Company produced
192,650 acre-feet of water of which 57% of total supply came from pumped
sources, 42% was purchased and the remainder was produced by the Bureau of
Reclamation. The Company produced 177,900 acre-feet of water during the twelve
months ended September 30, 1995.
The Metropolitan Water District of Southern California (the "MWD") is a
water district organized under the laws of the State of California for the
purpose of delivering imported water to areas within its jurisdiction. The
Company has 52 connections to the water distribution facilities of MWD and other
municipal water agencies. MWD imports water from two principal sources: the
Colorado River and the State Water Project ("SWP"). Available water supplies
from the Colorado River and the SWP have historically been sufficient to meet
most of MWD's requirements and MWD's supplies from these sources are anticipated
S-6
<PAGE> 7
to continue to remain adequate through 1997. MWD's import of water from the
Colorado River is expected to decrease in future years due to the requirements
of the Central Arizona Project in the State of Arizona. In response, MWD has
taken a number of steps to secure additional storage capacity and increase
available water supplies, including effecting transfers of water rights from
other sources.
In those customer service areas of the Company which pump groundwater,
overall groundwater conditions remain at adequate levels. Accordingly, the
Company believes that its water supplies are adequate to meet projected demands
for the next year.
WATER-RELATED OPPORTUNITIES
The Company has pursued, and expects to continue to pursue, opportunities
to bid on long-term leases and operation and maintenance contracts for
municipally owned retail water supply and distribution systems. The Company may
bid on a stand-alone basis or together with other parties.
On December 6, 1996 the Company, along with U.S. Water, L.L.C. ("USW"),
formed Golden State Water Company LLC for the purpose of submitting a bid to
operate and maintain the City of Garden Grove's water system. The Company and
USW are also currently discussing the development of a framework for jointly
pursuing other opportunities to lease, or operate and maintain municipally owned
retail water supply and distribution systems and water treatment, wastewater
collection and wastewater treatment facilities in California.
USW performs contract operations and maintenance services for water and
wastewater facilities primarily in the eastern portion of the United States. USW
is owned by United Infrastructure Company, a general partnership formed by the
Bechtel and Peter Kiewit organizations in response to the increasing demand for
private sector involvement in infrastructure facilities, and by Northwest Water
Holdings, Inc., a subsidiary of United Utilities PLC, a water and electric
utility based in the United Kingdom which serves water and wastewater customers
throughout the world.
FORWARD-LOOKING INFORMATION
Certain matters discussed in this Prospectus Supplement and the
accompanying Prospectus (including the documents incorporated therein by
reference) are forward-looking statements intended to qualify for the safe
harbors from liability established by the Private Securities Litigation Reform
Act of 1995. These forward-looking statements can generally be identified as
such because the context of the statement will include words such as the Company
"believes," "anticipates," "expects" or words of similar import. Similarly,
statements that describe the Company's future plans, objectives, estimates or
goals are also forward-looking statements. Such statements address future events
and conditions concerning capital expenditures, earnings, litigation, rate and
other regulatory matters, adequacy of water supplies, liquidity and capital
resources, and accounting matters. Actual results in each case could differ
materially from those currently anticipated in such statements, by reason of
factors such as utility restructuring, including ongoing state and federal
activities; future economic conditions, including changes in customer demand;
future climatic conditions; legislative, regulatory and competitive developments
in markets in which the Company operates; and other circumstances affecting
anticipated revenues and costs.
USE OF PROCEEDS AND CONSTRUCTION PROGRAM
The net proceeds from the sale of Common Shares offered hereby will be used
to reduce the Company's outstanding short-term debt incurred for the acquisition
of property, for the construction, completion, extension or improvement of the
Company's facilities and for general corporate purposes. On November 25, 1996,
the Company had outstanding short-term borrowings of $31 million with a weighted
average interest cost of 5.81%.
The Company's capital expenditures for construction and replacement of
utility plant for 1993, 1994 and 1995 were $28,738,000, $30,935,000 and
$28,500,000, respectively. Estimated net capital expenditures for 1996 and 1997
are $25,000,000 and $27,500,000, respectively. These estimates are reviewed
periodically by the Company and are subject to revision at any time.
S-7
<PAGE> 8
COMMON SHARE PRICE RANGE AND DIVIDENDS
Cash dividends on the Common Shares of the Company have been paid each year
since 1931, and the annual dividend paid out has increased for 42 consecutive
years. On October 28, 1996, the Board of Directors declared a quarterly cash
dividend of $0.310 per share payable on December 1, 1996 to shareholders of
record on November 12, 1996.
The Board of Directors' policy has been to pay cash dividends on the Common
Shares on a quarterly basis. Future cash dividends will be dependent upon the
Company's earnings, financial condition, capital demands and other factors, and
will be determined in accordance with policies established by the Board of
Directors. See "Description of Capital Shares" in the accompanying Prospectus
for certain restrictions upon the payment of cash dividends. Past dividend
payments should not be taken as indicative of future dividend payments.
The Company has a Dividend Reinvestment and Common Share Purchase Plan (the
"Plan") pursuant to which shareholders may automatically reinvest Common Share
cash dividends in additional Common Shares of the Company. Shareholders may also
make optional cash purchases of Common Shares under the Plan in amounts up to
$12,000 each per calendar year. No brokerage fees are charged in connection with
such purchases.
The Company's Common Shares are listed on the New York Stock Exchange and
trade under the symbol "SCW."
On November 25, 1996, the Company had 4,085 common shareholders of record.
The following table sets forth the range of sales prices of the Common Shares,
as reported by the New York Stock Exchange, and dividends paid thereon for the
periods indicated.
<TABLE>
<CAPTION>
SALES PRICE
------------ QUARTERLY CASH
HIGH LOW DIVIDENDS
---- --- --------------
<S> <C> <C> <C>
1994:
First Quarter................................ $22 $17 1/4 $0.300
Second Quarter............................... 20 3/4 18 1/8 0.300
Third Quarter................................ 18 7/8 16 0.300
Fourth Quarter............................... 17 5/8 15 1/4 0.300
------
$1.200
======
1995:
First Quarter................................ $18 1/4 $15 3/4 $0.300
Second Quarter............................... 19 7/8 15 7/8 0.300
Third Quarter................................ 19 3/8 16 3/4 0.300
Fourth Quarter............................... 21 18 3/8 0.305
------
$1.205
======
1996:
First Quarter................................ $22 $18 3/4 $0.305
Second Quarter............................... 22 5/8 19 3/4 0.305
Third Quarter................................ 23 3/8 19 3/8 0.305
Fourth Quarter (through December 16, 1996)... 24 1/8 21 1/8 0.310
------
$1.225
======
</TABLE>
The book value per share of the Common Shares at September 30, 1996 was $16.14
per share. For a recent closing sale price of the Common Shares, as reported on
the New York Stock Exchange, see the cover page hereof.
S-8
<PAGE> 9
UNDERWRITING
Subject to the terms and conditions of an Underwriting Agreement among the
Company and A.G. Edwards & Sons, Inc., Edward D. Jones & Co., L.P. and Legg
Mason Wood Walker, Incorporated (the "Underwriters"), the Underwriters have
severally agreed to purchase from the Company the aggregate number of shares of
the Company's Common Stock set forth opposite their respective names below.
<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
----------- ---------
<S> <C>
A.G. Edwards & Sons, Inc. ..................... 334,000
Edward D. Jones & Co., L.P. ................... 333,000
Legg Mason Wood Walker, Incorporated........... 333,000
---------
Total................................ 1,000,000
=========
</TABLE>
Pursuant to the terms of the Underwriting Agreement, the Underwriters will
acquire the shares of Common Stock offered hereby from the Company at the public
offering price set forth on the cover page hereof less the underwriting
discounts and commissions set forth on the cover page. The Underwriters propose
to offer the shares to the public at the public offering price set forth on the
cover page. Some of the shares offered to the public will be sold to certain
dealers at the public offering price less a dealers' concession not in excess of
$0.55 per share. The Underwriters and such dealers may allow a discount not in
excess of $0.10 per share to other dealers. After the shares are released for
sale to the public, the public offering price and other terms may be varied by
the Underwriters.
The nature of the obligations of the Underwriters is such that if any of
the shares offered hereby are purchased, all of such shares must be purchased.
The Company has granted to the Underwriters an option for 30 days to
purchase (at the public offering price less the underwriting discounts and
commissions shown on the cover page of this Prospectus) up to 100,000 additional
shares. The Underwriters may exercise such option only to cover over-allotments
of shares made in connection with the sale of the shares offered hereby. To the
extent the Underwriters exercise such option, each of the Underwriters will have
a firm commitment, subject to certain conditions, to purchase approximately the
same percentage of the option shares that the number of shares of Common Stock
to be purchased by it shown in the above table bears to 1,000,000 and the
Company will be obligated, pursuant to the option, to sell such shares to the
Underwriters.
The Company has agreed that it will not, for 90 days from and after the
date of this Prospectus, sell, offer to sell, or otherwise dispose of, directly
or indirectly, any shares of capital stock of the Company (other than shares
offered hereby, shares issuable pursuant to a plan for employees or shareholders
in effect on the date of this Prospectus, including the Company's Dividend
Reinvestment and Common Share Purchase Plan and Investment Incentive Program,
and Common Stock issuable on exercise of options outstanding on the date of this
Prospectus) without the prior written consent of the Underwriters.
A.G. Edwards & Sons, Inc. is a party to a placement agency agreement with
the Company pursuant to which it acted as a placement agent for the Company's
Issuances of Medium Term Notes ("MTNs") in 1995. The placement agency agreement
contemplates future issuance of MTNs.
Edward D. Jones & Co., L.P. acted as underwriter in an offering of
$8,000,000 of Water Distribution Facilities Revenue Bonds (Southern California
Water Company Project) 1996 Series A dated December 1, 1996 and issued on
December 13, 1996 by the California Pollution Control Financing Authority.
Edward D. Jones & Co., L.P. received customary fees and commissions in
connection with such offering.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments the Underwriters may be required to make in respect
thereof.
S-9
<PAGE> 10
PROSPECTUS
SOUTHERN CALIFORNIA WATER COMPANY
SECURITIES
------------------------
Southern California Water Company (the "Company") may offer from time to
time, in one or more series, its unsecured debt securities (the "Debt
Securities"), and shares of its Common Shares, par value $2.50 per share (the
"Common Shares"). The Debt Securities and the Common Shares are collectively
referred to herein as the "Securities." The Securities will have an aggregate
offering price not exceeding $70,000,000 and will be offered on terms to be
determined at the time of offering.
In the case of Debt Securities, the specific title, the aggregate principal
amount, the purchase price, the maturity, the rate and time of payment of any
interest, any redemption or sinking fund provisions, any conversion provisions
and any other specific terms of the Debt Securities will be set forth in an
accompanying supplement to this Prospectus (a "Prospectus Supplement"). In the
case of Common Shares, the specific number of shares and issuance price per
share will be set forth in an accompanying Prospectus Supplement. Unless
otherwise disclosed in the applicable Prospectus Supplement, the Common Shares
will be listed on the New York Stock Exchange under the symbol "SCW."
Securities may be sold directly, through agents from time to time or
through underwriters and/or dealers. If any agent of the Company or any
underwriter is involved in the sale of the Securities, the name of such agent or
underwriter and any applicable commission or discount will be set forth in the
accompanying Prospectus Supplement. See "Plan of Distribution."
The Debt Securities, if issued, will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. See "Description of
Debt Securities."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THE DATE OF THIS PROSPECTUS IS AUGUST 11, 1995, AS AMENDED NOVEMBER 27, 1996.
<PAGE> 11
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, 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 Room 1024 of the offices of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should be available for inspection and copying at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, New York, New York 10048
and Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained from the principal
offices of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission maintains an Internet
web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
(http://www.sec.gov.). The issued and outstanding Common Shares of the Company
are listed on the New York Stock Exchange, and such reports, proxy statements
and other information can also be inspected at such Exchange.
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933 and reference is hereby made to such
Registration Statement, including the exhibits thereto.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents of the
Company filed with the Commission (file no. 0-1121): (1) Annual Report on Form
10-K for the fiscal year ended December 31, 1995; (2) Quarterly Report on Form
10-Q for the quarter ended March 31, 1996; (3) Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996; (4) Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996; and (5) all documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
in a Prospectus Supplement or in any subsequently filed document which is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial holder, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all the foregoing
documents incorporated by reference herein, including exhibits specifically
incorporated by reference in such documents but excluding all other exhibits to
such documents. Requests should be made to Southern California Water Company,
630 East Foothill Boulevard, San Dimas, California 91773 (Telephone: (909)
394-3600), Attention: Office of the Treasurer.
2
<PAGE> 12
THE COMPANY
The Company is a public utility regulated by the California Public
Utilities Commission (the "CPUC"). The Company is engaged in the purchase,
production, distribution and sale of water and in the purchase, distribution and
sale of electricity.
The Company was incorporated in California in 1929. Its executive offices
are located at 630 East Foothill Boulevard, San Dimas, California 91773, and its
telephone number is (909) 394-3600.
USE OF PROCEEDS
The Company is unable to predict either the number of Common Shares or the
amount of Debt Securities that will ultimately be sold or the prices at which,
or other terms upon which, such Securities will be sold. However, the Company
proposes to use the net proceeds from the sale of such Securities for the
reimbursement of moneys actually expended from income, or from other moneys in
the Company's treasury, for the acquisition of property, for the construction,
completion, extension or improvement of the Company facilities or for other
general corporate purposes. Such proceeds initially may be used to reduce
short-term borrowings or may be invested in short-term securities. Such proceeds
may also be used to refund certain existing debt obligations with maturities in
excess of one year, in which event such refunded debt obligations will be
specified in an applicable Prospectus Supplement.
SELECTED FINANCIAL DATA
The following table sets forth selected financial and other data for the
Company and its consolidated subsidiaries for the periods indicated. Such
information is qualified in its entirety by the more detailed financial
information set forth in the financial statements and the notes thereto
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference."
<TABLE>
<CAPTION>
AT OR FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND RATIOS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Total assets........................ $406,255 $383,627 $358,533 $312,491 $293,444
Total utility plant................. 334,968 314,879 294,990 277,525 258,558
Capital additions................... 28,738 30,935 28,500 28,162 32,472
Long-term debt...................... 107,455 92,891 84,286 84,195 82,634
Preferred shares subject to
mandatory redemption.............. 520 560 600 640 680
Common Equity....................... 121,576 118,962 116,463 88,229 83,162
Total capitalization................ 231,151 214,013 202,949 174,664 168,076
INCOME STATEMENT DATA
Total operating revenues............ 129,813 122,675 108,506 100,660 90,660
Net gain from sale of operating
properties........................ -- 313 -- 849 5,463
Net income.......................... 12,165 11,338 12,026 12,142 15,363
Earnings available for common
shareholders...................... 12,069 11,240 11,926 12,040 15,259
Earnings per Common Share........... 1.54 1.43 1.66 1.82 2.34
Dividends declared per Common
Share............................. $1.21 $1.20 $1.19 $1.15 $1.10
Ratio of earnings to fixed
charges........................... 3.16 3.55 3.05 3.41 2.92
Ratio of debt to total
capitalization.................... 46.5% 43.4% 41.5% 48.2% 49.2%
</TABLE>
3
<PAGE> 13
DESCRIPTION OF DEBT SECURITIES
Debt Securities may be issued from time to time in series under the
Indenture, dated as of September 1, 1993 (the "Indenture"), between the Company
and Chemical Trust Company of California, as trustee (the "Trustee"), or such
other trustee as may be designated in a Prospectus Supplement. As used under
this caption, unless the context otherwise requires, "Offered Debt Securities"
shall mean the Debt Securities offered by this Prospectus and the accompanying
Prospectus Supplement. The statements under this caption are brief summaries of
certain provisions contained in the Indenture, do not purport to be complete and
are qualified in their entirety by reference to the Indenture, including the
definitions therein of certain terms, which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The following sets
forth certain general terms and provisions of the Debt Securities. Further terms
of the Offered Debt Securities will be set forth in a Prospectus Supplement.
GENERAL
The Indenture provides for the issuance of Debt Securities in series and
does not limit the principal amount of Debt Securities which may be issued
thereunder.
Reference is made to the applicable Prospectus Supplement for the following
terms of the Offered Debt Securities: (1) the designation, aggregate principal
amount and denominations; (2) the price at which such Debt Securities will be
issued and, if an index formula or other method is used, the method for
determining amounts of principal or interest; (3) the maturity date and other
dates, if any, on which principal will be payable; (4) the interest rate or
rates (which may be fixed or variable), if any; (5) the date or dates from which
interest will accrue and on which interest will be payable, and the record dates
for the payment of interest; (6) the manner of paying principal or interest; (7)
the places where principal and interest will be payable; (8) the terms of any
mandatory or optional redemption by the Company; (9) the terms of any redemption
at the option of Holders; (10) whether and upon what terms any Debt Securities
may be exchanged; (11) whether such Debt Securities are to be represented in
whole or in part by a Debt Security in global form and, if so, the identity of
the depositary ("Depositary") for any global Debt Security; (12) any tax
indemnity provisions; (13) the amount or portion of principal payable upon
acceleration of a discounted Debt Security; (14) whether and upon what terms
Debt Securities may be defeased; (15) any events of default or restrictive
covenants in addition to or in lieu of those set forth in the Indenture; (16)
provisions for electronic issuance of Debt Securities or for Debt Securities in
uncertificated form; and (17) any additional provisions or other special terms
not inconsistent with the provisions of the Indenture, including any terms that
may be required or advisable under United States or other applicable laws or
regulations, or advisable in connection with the marketing of the Debt
Securities.
One or more series of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or bearing interest at a rate which at the time
of issuance is below market rates) to be sold at a substantial discount below
their stated principal amount. Tax and other special considerations applicable
to any such discounted Debt Securities will be described in the Prospectus
Supplement relating thereto.
STATUS OF DEBT SECURITIES
The Debt Securities will be unsecured and unsubordinated obligations of the
Company and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company. At the date of this Prospectus, the Company had no
outstanding indebtedness for money borrowed secured by a mortgage or pledge of
or lien on assets.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in global
form. A Debt Security in global form will be deposited with, or on behalf of, a
Depositary, which will be identified in an applicable Prospectus Supplement. A
global Debt Security may be issued in either registered or bearer form and in
either temporary or permanent form. Unless and until it is exchanged in whole or
in part for Debt Securities in definitive form, a Debt Security in global form
may not be transferred except as a whole by the Depositary for such Debt
4
<PAGE> 14
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor. If any Debt Securities of a series are issuable in global form, the
applicable Prospectus Supplement will describe the circumstances, if any, under
which beneficial owners of interests in any such global Debt Security may
exchange such interests for definitive Debt Securities of such series and of
like tenor and principal amount in any authorized form and denomination, the
manner of payment of principal of, premium and interest, if any, on any such
global Debt Security and the material terms of the depositary arrangement with
respect to any such global Debt Security.
ABSENCE OF RESTRICTIVE COVENANTS
The Company is not restricted by the Indenture from paying dividends or
from incurring, assuming or becoming liable for any type of debt or other
obligations, including obligations secured by property of the Company. The
Indenture does not require the maintenance of any financial ratios or specified
levels of net worth or liquidity. The Indenture does not contain a covenant or
other provision that specifically is intended to afford the holders of the Debt
Securities special protection in the event of a highly leveraged transaction.
SUCCESSOR CORPORATION
The Indenture provides that the Company may consolidate with, or transfer
all or substantially all of its assets to, or merge with or into, any other
corporation, provided, that in any such case: (i) the surviving Company is a
corporation organized and existing under the laws of the United States or any
state thereof and, if not the Company, assumes, by supplemental indenture, all
of the obligations of the Company under the Debt Securities and the Indenture
and (ii) immediately after such merger or consolidation, or such transfer, no
default exists in the performance of any such obligation. Subject to certain
limitations in the Indenture, the Trustee may receive from the Company an
officer's certificate and an opinion of counsel as conclusive evidence that any
such consolidation or transfer, and any such assumption, complies with the
provision of the Indenture.
EVENTS OF DEFAULT
An "Event of Default" with respect to a series of Debt Securities will
occur if: (1) the Company defaults in any payment of interest on any Debt
Securities of the series when the same becomes due and payable and the Default
continues for a period of 60 days; (2) the Company defaults in the payment of
the principal of any Debt Securities of the series when the same becomes due and
payable at maturity or upon redemption, acceleration or otherwise and the
Default continues for a period of three business days; (3) the Company defaults
in the payment or satisfaction of any sinking fund obligation with respect to
any Debt Securities of a series as required by the Securities Resolution or
supplemental indenture establishing such series and the Default continues for a
period of three business days; (4) the Company defaults in the performance of
any of its other agreements applicable to the series and the Default continues
for 90 days after the notice specified below; (5) the Company pursuant to or
within the meaning of any Bankruptcy Law: (A) commences a voluntary case, (B)
consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a Custodian for it or for all or
substantially all of its property, or (D) makes a general assignment for the
benefit of its creditors; (6) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that: (A) is for relief against the Company
in an involuntary case, (B) appoints a Custodian for the Company or for all or
substantially all of its property, or (C) orders the liquidation of the Company;
and the order or decree remains unstayed and in effect for 60 days; or (7) any
other event of default provided for in the series occurs.
"Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or State
law for the relief of debtors.
"Custodian" means any receiver, trustee, assignee, liquidator or a similar
official under any Bankruptcy Law.
"Default" means any event which is, or after notice or passage of time
would be, an Event of Default. A Default described in clause (4) above is not an
Event of Default until the Trustee or the Holders of at least
5
<PAGE> 15
33 1/3% in principal amount of the series notify the Company of the Default and
the Company does not cure the Default within the time specified after receipt of
the notice. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Debt Securities of the series. Subject to certain
limitations, Holders of a majority in principal amount of the Debt Securities of
the series may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of the series notice of any continuing Default
(except a Default in payment of principal or interest) if it determines that
withholding notice is in their interest. The Company is required to furnish the
Trustee, annually, a brief certificate as to the Company's compliance with all
conditions and covenants under the Indenture.
The Indenture does not have a cross-default provision. Thus, a default by
the Company on any other debt would not constitute an Event of Default. A
Default on any series of Debt Securities shall not constitute a Default on any
other series unless so provided in such other series.
AMENDMENTS AND WAIVERS
Unless the Securities Resolution establishing the terms of a series
otherwise provides, the Indenture and the Debt Securities of a series may be
amended, and any default may be waived as follows. The Debt Securities and the
Indenture may be amended with the consent of the holders of a majority in
principal amount of the Debt Securities of all series affected voting as one
class. Unless the Securities Resolution establishing the terms of the series
otherwise provides, a default on a series may be waived with the consent of the
holders of a majority in principal amount of the Debt Securities of the series.
However, without the consent of each Holder affected, no amendment or waiver may
(1) reduce the amount of Debt Securities whose holders must consent to an
amendment or waiver, (2) reduce the interest on or change the time for payment
of interest on any Debt Security, (3) change the dates on which principal and
interest on any Debt Security are payable, (4) change the times at which
principal or sinking fund payments are payable pursuant to, or the amounts of
principal or sinking fund payments subject to, provisions, if any, relating to
mandatory redemption, redemption at the option of the Holder or sinking fund
payments, (5) reduce the principal of any nondiscounted Debt Security or reduce
the amount of principal of any discounted Security that would be due on
acceleration thereof, or (6) waive any default in payment of interest on or
principal of a Debt Security. Without the consent of any Holder, the Indenture,
the Debt Securities or any coupons may be amended to cure any ambiguity,
omission, defect or inconsistency; to provide for assumption of Company
obligations to Holders in the event of a merger or consolidation requiring such
assumption; to provide that specific provisions of the Indenture not apply to a
series of Securities not previously issued; to create a series and establish its
terms; to provide for a separate Trustee for one or more series; or to make any
change that does not materially adversely affect the rights of any
Securityholder.
DEFEASANCE
Debt Securities of a series may be defeased in accordance with their terms
and, unless the Securities Resolution establishing the terms of the series
otherwise provides, as set forth below. The Company at any time may terminate as
to a series all of its obligations (except for certain obligations with respect
to the defeasance trust and obligations to register the transfer or exchange of
a Debt Security, to replace destroyed, lost or stolen Debt Securities and to
maintain agencies in respect of the Debt Securities) with respect to the Debt
Securities of the series and the Indenture ("legal defeasance"). The Company at
any time may terminate as to a series its obligations, if any, with respect to
the Debt Securities of the series under the covenants, if any, described in the
Prospectus Supplement ("covenant defeasance").
The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, a series may not be accelerated because of an Event of
Default. If the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to the covenants described in the Prospectus
Supplement.
To exercise either defeasance option as to a series, the Company must
deposit in trust (the "defeasance trust") with the Trustee money or U.S.
Government Obligations for the payment of principal, premium, if any, and
interest on the Debt Securities of the series to redemption or maturity and must
comply with certain
6
<PAGE> 16
other conditions. In particular, the Company must obtain an opinion of tax
counsel that the defeasance will not result in recognition of any gain or loss
to Holders for federal income tax purposes. "U.S. Government Obligations" are
direct obligations of the United States of America which have the full faith and
credit of the United States of America pledged for payment and which are not
callable at the issuers option, or certificates representing an ownership
interest in such obligations.
REGARDING THE TRUSTEE
Chemical Trust Company of California will act as Trustee and Registrar for
Debt Securities issued under the Indenture and, unless otherwise indicated in a
Prospectus Supplement, the Trustee will also act as Transfer Agent and Paying
Agent with respect to the Debt Securities. The Company may remove the Trustee
with or without cause if the Company so notifies the Trustee one month in
advance and if no Default occurs or is continuing during the one-month period.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by and construed in
accordance with the laws of the State of California.
DESCRIPTION OF CAPITAL SHARES
The authorized capital stock of the Company consists of 10,000,000 Common
Shares, par value $2.50 per share, and two classes of Preferred Shares,
consisting of 150,000 $100 Preferred Shares, par value per share (the "$100
Preferred Shares"), and 88,000 Preferred Shares, par value $25 per share (the
"$25 Preferred Shares"). As of September 30, 1996, there were outstanding
7,878,628 Common Shares, 86,400 $25 Preferred Shares (of which 22,400 are
subject to mandatory redemption) and no $100 Preferred Shares.
The following statements are brief summaries of certain information
relating to the Company's Common Shares and their rights and limitations,
including those resulting from the provisions of the Company's debt instruments.
For a more complete statement, reference is made to the Company's Restated
Articles of Incorporation, which are filed as an exhibit to the Registration
Statement of which this Prospectus is a part.
DIVIDEND RIGHTS
Subject to the preferential dividend rights of holders of the Company's $25
Preferred Shares and $100 Preferred Shares, if any, dividends on the Common
Shares are payable when and as declared by the Board of Directors out of funds
not restricted as to the payment of dividends.
The Company's Restated Articles of Incorporation provide that except under
certain specified circumstances no dividend, other than dividends payable in
shares of the Company, may be declared on the Common Shares which, after giving
effect to such declaration, would cause the Company's Common Stock Equity to be
less than 25% of the Total Capitalization, as such terms are defined therein.
Common Stock Equity under this formula was approximately 50% of Total
Capitalization as of September 30, 1996. The payment of dividends on the Common
Shares is also restricted under various debt instruments which have been issued.
Under the most restrictive provision (which is contained in the Reimbursement
Agreement by and between the Company and Barclays Bank International Limited
dated as of November, 1984), as of September 30, 1996, earned surplus of
$22,458,000 was available, subject to applicable law, for the payment of cash
dividends on the Common Shares.
Preferred dividends are cumulative, so that if full dividends, in respect
of any previous quarter, have not been paid, or declared and set apart for
payment, on all $25 Preferred Shares and $100 Preferred Shares at the time
outstanding, or if the Company is in default with respect to any preferred
sinking fund requirement, the deficiency must be fully paid before any dividend
can be paid on the Common Shares.
7
<PAGE> 17
VOTING RIGHTS
Holders of Common Shares and $25 Preferred Shares are entitled to vote
together on all matters. Each holder of Common Shares is entitled to one-tenth
of one vote for each share held and each holder of $25 Preferred Shares is
entitled to one vote for each share held as of the applicable record date. If at
any time four quarterly dividends (whether or not consecutive) have accrued on
shares of any series of $25 Preferred Shares and are in arrears, then at the
annual meeting of shareholders next following such dividend default, or under
certain circumstances, at a special meeting called on the written request of the
holders of not less than 10% of the then-outstanding $25 Preferred Shares, the
holders of the outstanding $25 Preferred Shares are entitled, voting separately
as a class, to elect the smallest number of directors of the Company which
constitutes a majority of the authorized number of such directors.
In addition, it is provided in the Restated Articles of Incorporation with
respect to the $25 Preferred Shares as a class and each series of $100 Preferred
Shares that the Company may not take certain actions which may adversely affect
their interest without the approval of two-thirds ( 2/3), or in certain
instances a majority, of the outstanding shares of such class or series, as the
case may be. Actions with respect to which such approval is required (in some
instances only if the proposed action does not satisfy certain tests) include
(i) alterations in the preferences, voting powers and other rights of such class
or series, (ii) authorization or issuance of any shares of any class ranking
prior to such class or series, (iii) reclassification of shares of any class
ranking junior to or on a parity with such class or series into shares of any
other class ranking prior to such class or series, (iv) the sale, conveyance,
leasing or other disposition of all or substantially all of the Company's
assets, properties or business and (v) consolidation or merger with or into any
other corporation.
LIQUIDATION RIGHTS
After there shall have been paid in cash the full amounts to which the $25
Preferred Shares and the $100 Preferred Shares are entitled upon liquidation,
whether voluntary or involuntary ($25 per share and $100 per share,
respectively, except that the holders of two series of $25 Preferred Shares are
entitled to receive the then-applicable optional redemption price per share in
the event of a voluntary liquidation plus, in each case, accrued and unpaid
dividends), the holders of the Company's Common Shares are entitled to receive
pro rata all remaining assets of the Company available for distribution to its
shareholders.
GENERAL
No holder of any of the Company's capital shares is entitled, as of right,
to subscribe for or to purchase any additional capital shares of the Company.
The Common Shares of the Company offered hereby will be fully paid and
nonassessable when issued.
The Transfer Agent and Registrar for the Common Shares is ChaseMellon
Shareholder Services, L.L.C.
Unless otherwise disclosed in the applicable Prospectus Supplement, the
Common Shares will be listed on the New York Stock Exchange under the symbol
"SCW".
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
Securities will be named in the applicable Prospectus Supplement. The Company
has reserved the right to sell Securities directly to investors on its own
behalf in those jurisdictions where it is authorized to do so.
Underwriters may offer and sell Securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company
also may, from time to time, authorize dealers, acting as the Company's agents,
to offer and sell Securities upon the terms and conditions as are set forth in
the applicable Prospectus Supplement. In connection with the sale of Securities,
underwriters may receive compensation from the Company in the form
8
<PAGE> 18
of underwriting discounts or commissions and may also receive commissions from
purchasers of Securities for whom they may act as agent. Underwriters may sell
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set forth
in the applicable Prospectus Supplement. Dealers and agents participating in the
distribution of Securities may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
the Securities may be deemed to be underwriting discounts and commissions.
Underwriters, dealers and agents may be entitled, under agreements entered into
with the Company, to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act of 1933, as
amended. Underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for the Company in the ordinary course of
business.
It has not been determined whether any of the Debt Securities will be
listed on a securities exchange. Underwriters will not be obligated to make a
market in any of the Securities.
LEGAL MATTERS
Matters relating to the legality of the Debt Securities and Common Shares
offered by this Prospectus will be passed upon for the Company by O'Melveny &
Myers LLP. R. Bradbury Clark, a director of the Company, is of counsel to and a
retired partner in the firm of O'Melveny & Myers LLP. Certain legal matters
relating to the Debt Securities and Common Shares offered hereby will be passed
upon for the Underwriters by Cahill Gordon & Reindel, a partnership including a
professional corporation, New York, New York, which firm will rely upon the
opinion of O'Melveny & Myers LLP as to matters of California law.
EXPERTS
The financial statements and schedules of the Company incorporated in this
Prospectus by reference to its Annual Report on Form 10-K for the year ended
December 31, 1994 and its Annual Report on Form 10-K for the year ended December
31, 1995 have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
9
<PAGE> 19
================================================================================
NO PERSON IS AUTHORIZED WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE COMMON SHARES OFFERED HEREBY, NOR DO THEY CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THE PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN OR THEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF OR
THEREOF.
-------------------------
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
Summary Information................... S-3
The Company........................... S-5
Certain Recent Developments........... S-5
Use of Proceeds and Construction
Program............................. S-7
Common Share Price Range and
Dividends........................... S-8
Underwriting.......................... S-9
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Use of Proceeds....................... 3
Selected Financial Data............... 3
Description of Debt Securities........ 4
Description of Capital Shares......... 7
Plan of Distribution.................. 8
Legal Matters......................... 9
Experts............................... 9
================================================================================
================================================================================
1,000,000 SHARES
SOUTHERN CALIFORNIA
WATER COMPANY
COMMON SHARES
(PAR VALUE $2.50 PER SHARE)
------------------------------
PROSPECTUS SUPPLEMENT
------------------------------
A.G. EDWARDS & SONS, INC.
EDWARD D. JONES & CO., L.P.
LEGG MASON WOOD WALKER
INCORPORATED
DECEMBER 16, 1996
================================================================================
