As filed with the Securities and Exchange Commission on
August 27, 1998.
Registration No. 33-60441 SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-3
Registration Statement
Under the
Securities Act of 1933
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SOUTHERN CALIFORNIA WATER COMPANY
(Exact name of Registrant as specified in its Charter)
California 95-1243678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
630 East Foothill Boulevard
San Dimas, California 91773
(909) 394-3600
(Address, including zip code, and telephone number,
including area code, of registrants' principal executive offices)
--------------------------
McClellan Harris III
630 East Foothill Boulevard
San Dimas, California 91773
(909) 394-3600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
If the only securities being registered on this form
are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
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. [X]
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. [ ]
-----------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the General Corporation Law of
California provides that a corporation has the power, and in some
cases is required, to indemnify an agent, including a director or
officer, who was or is a party or is threatened to be made a
party to any proceeding, against certain expenses, judgements,
fines, settlements and other amounts under certain circumstances.
Article VI of the Registrant's Bylaws provides for the
indemnification of directors, officers and agents as allowed by
statute. In addition, the Registrant has purchased directors and
officers insurance policies which provide insurance against
certain liabilities for directors and officers.
ITEM 16. EXHIBITS
See Exhibits Index
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. 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 and
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 percent 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 (1)(i) and (1)(ii)
above do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") 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.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13 (a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-3
and has duly caused this Post-Effective Amendment No. 3 to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Dimas,
State of California, on August 27, 1998.
SOUTHERN CALIFORNIA WATER COMPANY
By: /s/ McClellan Harris III
-------------------------
Name: McClellan Harris III
Title: Vice President-Finance, Chief
Financial Officer, Treasurer
and Secretary
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 3 to Registration
Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
Floyd E. Wicks */s/ Floyd E. Wicks August 27, 1998
----------------------
Principal Executive
Officer; President, Chief
Executive Officer and
Director
McClellan Harris III /s/ McClellan Harris III August 27, 1998
----------------------
Principal Financial
Officer and Principal
Accounting Officer; Vice
President - Finance,
Chief Financial Officer,
Treasurer and Secretary
William V. Caveney */s/ William V. Caveney August 27, 1998
------------------------
Chairman of the Board and
Director
James L. Anderson */s/ James L. Anderson August 27, 1998
------------------------
Director
Jean E. Auer */s/ Jean E. Auer August 27, 1998
------------------------
Director
N.P. Dodge, Jr. */s/ N.P. Dodge, Jr. August 27, 1998
------------------------
Director
Robert F. Kathol */s/ Robert F. Kathol August 27, 1998
------------------------
Director
Lloyd E. Ross */s/ Lloyd E. Ross August 27, 1998
------------------------
Director
Ann Holloway
-------------------------
Director
</TABLE>
By: /s/ McClellan Harris III
------------------------
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
Exhibit
Number Description
24. Power of Attorney (previously filed).
</TABLE>
<PAGE>
