As filed with the Securities and Exchange Commission on July 2,
2001
Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________
THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1242500
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
130 East Market Street
York, Pennsylvania 17405
(717) 845-3601
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
William T. Morris
President
The York Water Company
130 East Market Street
York, Pennsylvania 17405
(717) 845-3601
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Howard L. Meyers
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103-2921
____________
Approximate date of commencement of proposed sale to
which this Registration Statement relates: From time to time
after this Registration Statement becomes effective.
If only the 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 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.[ ]
__________________
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed Proposed Amount of
class of to be maximum maximum registra-
securities to registered offering aggregate tion fee
be registered price per offering
share(1) price(1)
Common Stock,
no par value 120,000
per share Shares $24.88 $2,985,600 $746.40
(1) Based upon the average of the bid and asked price of the
Company's common stock on June 25, 2001, estimated solely for the
purpose of calculating the registration fee in accordance with
Rule 457(c) under the Securities Act of 1933, as amended.
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.
PROSPECTUS [LOGO]
120,000 SHARES
THE YORK WATER COMPANY
COMMON STOCK
The York Water Company is offering to certain holders of its
common stock, no par value per share, non-transferable
subscription rights to purchase up to an aggregate of 120,000
shares of the Company's common stock. Holders of record of the
Company's common stock as of the close of business on June 30,
2001 have been granted one subscription right for every
twenty-five (25) shares of the Company's common stock owned of
record as of such date. No fractional shares of common stock
will be issued upon the exercise of subscription rights. Any
fractional share of common stock to which subscribing
shareholders would otherwise be entitled will be rounded up or
down to the nearest whole share. Each subscription right
entitles the holder thereof to a basic subscription right to
purchase one share of the Company's common stock at a purchase
price of $23.61 per right, subject to proration in the event
shareholders subscribe for more than 120,000 shares of common
stock. See "Plan of Distribution - Basic Subscription Amount."
The number of basic subscription rights to which each shareholder
is entitled, or the basic subscription amount, is set forth on
the pre-printed label on the subscription form which accompanies
this prospectus.
Shareholders shall have until 5:00 P.M. Eastern Daylight
Savings Time on September 10, 2001, the expiration date, to
exercise their subscription rights. If less than all of the
shares have been subscribed for as of the expiration date,
Shareholders who subscribe for the entire basic subscription
amount are eligible for an oversubscription privilege to
purchase, for $23.61 per share, their pro-rata portion of the
remaining unsubscribed shares. See "Plan of Distribution
Oversubscription Privilege." Shareholders are not obligated to
exercise any or all of the subscription rights allotted to them
hereunder.
The offering of shares of common stock by the Company is
conditioned upon the subscription of a minimum of 60,000 shares
prior to the expiration date unless such condition is waived by
the Company. Pending the issuance of the shares, all
subscription funds will be held in a separate, interest bearing
bank account of the Company. The offering of the shares may be
modified or terminated by the Company at any time.
__________________
THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN DAYLIGHT SAVINGS
TIME ON SEPTEMBER 10, 2001, UNLESS EXTENDED BY THE COMPANY.
Underwriting
Price to Discounts Proceeds to
Public and Company(2)
Commissions(1)
Per Share $23.61 -0- $23.61
Total Minimum $23.61 -0- $1,416,600
Total Maximum $23.61 -0- $2,833,200
(1) The offering will be made directly by the Company without
the payment of any underwriting discounts, commissions or
brokers' fees to any third party.
(2) Before deducting expenses, estimated at $69,080, payable by
the Company.
The date of this prospectus is July 2, 2001.
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN INDICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE
IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
PAGE
The Company. . . . . . . . . . . . . . . . . . . . . . . . 5
Recent Developments. . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . 5
The Offering . . . . . . . . . . . . . . . . . . . . 5
Purchase Period. . . . . . . . . . . . . . . . . . . 6
Basic Subscription Amount. . . . . . . . . . . . . . 6
Basic Subscription Procedure . . . . . . . . . . . . 6
Oversubscription Privilege . . . . . . . . . . . . . 7
Exercising the Oversubscription Privilege. . . . . . 7
Exercising Subscription Rights through Brokers and
Dealers . . . . . . . . . . . . . . . . . . . . . . 7
Company's Right to Reject or Waive Defective
Subscriptions . . . . . . . . . . . . . . . . . . . 8
Non-Transferability of Subscription Rights . . . . . 8
Minimum Condition of Offering. . . . . . . . . . . . 8
Withdrawal Rights of Company . . . . . . . . . . . . 8
Escrow of Subscription Funds . . . . . . . . . . . . 8
Irrevocability of Subscriptions. . . . . . . . . . . 8
Issuance of Shares . . . . . . . . . . . . . . . . . 9
Regulatory Obligations . . . . . . . . . . . . . . . 9
Federal Income Tax Consequences. . . . . . . . . . . 9
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . 9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Available Information. . . . . . . . . . . . . . . . . . . 10
Documents Incorporated by Reference. . . . . . . . . . . . 10
Subscription Form. . . . . . . . . . . . . . . . . . . . . 12
Instructions to Subscription Form. . . . . . . . . . . . . 16
General Instructions . . . . . . . . . . . . . . . . . . . 16
Example of Subscription Form . . . . . . . . . . . . . . . 18
THE COMPANY
The Company is a Pennsylvania corporation which was
incorporated by Special Act of the General Assembly of
Pennsylvania in 1816. It is the oldest investor-owned water
utility in Pennsylvania. The Company is engaged in the business
of impounding, purifying and distributing water within its
franchised territory, which is located within York County,
Pennsylvania. The Company presently operates under the
Pennsylvania Business Corporation Law and the Pennsylvania Public
Utility Code and is subject to regulation by the Pennsylvania
Public Utility Commission (PPUC). The Company has no direct
competitors within its area of operations.
The Company's franchised territory is comprised of
approximately 275 square miles and includes portions of the City
of York, the Boroughs of Hallam, Jacobus, Jefferson, Loganville,
Manchester, Mount Wolf, East Prospect, Glen Rock, New Freedom,
Railroad, Shrewsbury, Spring Grove, New Salem, North York, Seven
Valleys, West York, York Haven and Yorkana and portions of the
Townships of Codorus, Conewago, East Manchester, Hellam, Jackson,
Lower Windsor, Manchester, North Codorus, Spring Garden,
Hopewell, Newberry, North Hopewell, Shrewsbury, Springettsbury,
Springfield, West Manchester, Windsor and York. The portion of
York County serviced by the Company is located in the
south-central part of Pennsylvania, about 80 miles west of
Philadelphia, 23 miles south of Harrisburg and 20 miles north of
the Maryland border. The population of York County in 2000 was
381,751 according to the U.S. Census Bureau. During the
five-year period ended in 2000, the Company maintained increased
growth with respect to its customers and the distribution
facilities which it has placed into service.
The address of the Company is 130 East Market Street, York,
Pennsylvania 17405-7089, and its telephone number is (717)
845-3601.
RECENT DEVELOPMENTS
The Company's water rates are regulated by the PPUC. Within
the past several years the Company has filed written applications
for rate increases with the PPUC and has been granted rate relief
as the result of such requests. Generally, such requests have
been made on an approximate 24 month basis, and relief has been
granted within an average of seven months following each such
request. The most recent formal rate request was filed by the
Company on March 20, 2001, seeking an 11.1% increase in annual
revenues. While it is not anticipated that the Company will
obtain the full amount of the rate increase requested, such an
increase, if approved in its entirety, is designed to produce
approximately $2,039,790 in additional annual operating revenues;
however, the exact amount of any rate increase authorized by the
PPUC and the timing of such approval cannot be determined at this
time.
During 1999, the Company received approval of a rate
increase from the PPUC. Effective October 1, 1999, the Company
was granted a 5.3% rate increase (the "1999 PPUC Order"), which
was designed to produce an increase in annual operating revenues
of approximately $651,000. The 1999 PPUC Order was issued
in response to the Company's April 22, 1999 request for an 8.8%
increase in rates.
During 2000, the Company incurred approximately $6.4 million
in capital expenditures and anticipates capital expenditures of
approximately $6.6 million for 2001. The Company anticipates
satisfying such requirements through internally generated funds,
customer advances and short-term borrowings. The receipt of
approximately $12.1 million from the sale of Shares pursuant to
the exercise of the Subscription Rights will be used to
repay short-term borrowings. For the fiscal years 2002 and 2003,
the Company projects approximately $6.1 million and $8.0 million
in construction expenditures. In order to meet these projected
capital expenditures, the Company anticipates raising funds
through internally generated funds, customers' advances,
short-term borrowings and proceeds from the issuance of common
stock under its employee stock purchase plan and dividend
reinvestment plan. As of May 31, 2001, the Company had $12.1
million available for borrowing pursuant to its existing $16
million bank lines of credit. The Company anticipates that it
will continue to submit an application or applications with the
PPUC from time to time in the future proposing increases in rates
to provide the fair rate of return on the capital expenditures
associated with its construction projects.
USE OF PROCEEDS
The net proceeds of the offering, assuming the sale of all
Shares being offered hereby, are estimated to be approximately
$2,764,120, after deducting expenses of the offering estimated
to be approximately $69,080. Approximately $2,764,120 of
such net proceeds will be used to retire short-term debt. If
less than $2,764,120 is received, the Company will retire less
short term debt and fund its remaining capital expenditure
requirements by drawing down additional amounts from its existing
bank lines of credit.
PLAN OF DISTRIBUTION
THE OFFERING
The Company is offering non-transferable subscription
rights to purchase up to a maximum of 120,000 shares of its
common stock at a subscription price of $23.61 per share. The
offering of the shares of common stock through subscription
rights will be made directly by the Company to the shareholders.
Each shareholder of the Company as of the record date, which
was the close of business on June 30, 2001, will receive one
subscription right for every twenty-five (25) shares of common
stock owned as of such date. Each subscription right entitles
the holder thereof to purchase one share for each subscription
right, subject to proration in the event shareholders subscribe
for an aggregate of more than 120,000 shares of common stock in
accordance with the basic subscription procedure described below.
Fractional subscription rights will not be granted, and
shareholders who would otherwise be entitled to receive a
fractional subscription right will receive the number of
subscription rights rounded up or down to the nearest whole
subscription right. The basic subscription amount to which each
shareholder is entitled is set forth on the pre-printed label on
the subscription form which accompanies this prospectus.
Beneficial owners of common stock held in "street name" should
refer to "Exercising Subscription Rights through Brokers and
Dealers."
Subject to the allocation described below, each subscription
right also carries the right to subscribe at the purchase price
for additional shares, or an oversubscription privilege, up to
the amount offered hereby. All beneficial holders who exercise
the basic subscription right in full will be entitled to exercise
the oversubscription privilege in accordance with the additional
subscription procedure described below in "Exercising the
Oversubscription Privilege." Shareholders are under no
obligation to exercise any or all of the subscription rights
which have been granted to them pursuant to this offering.
PURCHASE PERIOD
Shareholders shall have until 5:00 P.M. Eastern Daylight
Savings Time (EDST) on September 10, 2001, referenced throughout
this prospectus as the expiration date, to deliver properly
exercised subscription rights to the Company, in accordance with
the procedure described below in "Basic Subscription Procedure."
The Offering will expire at 5:00 P.M. EDST on the expiration
date, unless extended by the Company. All subscription rights
which have not been exercised prior to the expiration date will
terminate and become null and void for all purposes.
BASIC SUBSCRIPTION AMOUNT
Shareholders shall receive one subscription right for every
twenty-five (25) shares of the Company's common stock which are
held as of the record date. Subscription rights will entitle the
holders thereof to a basic subscription right to purchase, at the
purchase price, one share of common stock for each subscription
right which is held. However, in the event shareholders
subscribe for an aggregate of more than 120,000 shares of common
stock through the exercise of their basic subscription rights,
the Company will issue 120,000 shares of common stock on a pro
rata basis (adjusted by rounding up or down to the nearest whole
share to avoid the issuance of fractional shares), based upon the
number of subscription rights validly exercised. For instance,
if Shareholder A exercised in full its basic subscription right
for 100 shares and the participating shareholders subscribed for
an aggregate of 140,000 shares of common stock, the Company
would issue 86 shares (arrived at by rounding up to the nearest
whole share) to Shareholder A and 120,000 shares to all
shareholders.
The Company will promptly refund to subscribing
shareholders, without interest or deduction, all subscription
funds which are not applied against the purchase of shares due to
any such proration of the shares. No fractional subscription
rights will be granted. Shareholders who would otherwise be
entitled to a fractional subscription right will receive the
number of subscription rights rounded up or down to the nearest
whole subscription right.
BASIC SUBSCRIPTION PROCEDURE
Shareholders may exercise their subscription rights by
completing and signing the accompanying subscription form in
accordance with the instructions attached thereto and by mailing
or delivering the completed subscription form to:
The York Water Company
130 East Market Street,
York, Pennsylvania 17405-7089
Attention: Assistant Secretary
The completed subscription form and full payment of the purchase
price must be received by the Company on or before the expiration
date in order for shares to be validly purchased under the basic
subscription procedure. Payment of the purchase price for all
shares subscribed must be made by personal, certified or
cashier's check, or money order, payable to the order of the
Company. A return envelope has been provided for the convenience
of the shareholders. Shareholders are recommended to use
certified or registered mail, return receipt requested, for all
returns which are sent by mail.
OVERSUBSCRIPTION PRIVILEGE
All shareholders who have fully purchased the basic
subscription amount allotted to them are eligible to purchase
their pro-rata portion of any unsubscribed shares at the purchase
price.
The only shares available for additional subscription are
those shares which remain unsubscribed under the basic
subscription procedure set forth above. If the amount of
unsubscribed shares is insufficient to satisfy all
additional subscription requests, the available shares will be
allotted among those shareholders electing to subscribe for
additional shares on a pro rata basis in proportion to the number
of shares each beneficial holder exercising the oversubscription
privilege has purchased under the basic subscription procedure;
provided, however, that if such pro rata allocation results in
any shareholder being allocated a greater number of additional
shares than such shareholder subscribed for pursuant to the
exercise of such shareholder's oversubscription privilege, then
such holder will be allocated only such number of additional
shares as such shareholder subscribed for and the remaining
additional shares will be allocated among all other shareholders
exercising the oversubscription privilege.
EXERCISING THE OVERSUBSCRIPTION PRIVILEGE
Shareholders who purchase the entire basic subscription
amounts allotted to them may purchase additional unsubscribed
shares by completing the accompanying subscription form in
accordance with the instructions described below in "Instructions
to Subscription Form." A down payment equal to 10% of the
purchase price for the additional shares must be made at the same
time payment is made for shares purchased under the basic
subscription procedure. Within five business days after the
expiration date, the Company will mail to each shareholder who
properly subscribed for additional shares an invoice which sets
forth the exact number of additional shares which are available
for purchase and the exact amount of the balance due from the
shareholder with respect to such additional shares. Payment for
the additional shares must be made by personal, certified or
cashier's check, or money order, payable to the order of the
Company and must be received by the Company within 15 business
days following the expiration date. If the full amount of such
balance due has not been received by the Company within such
15-day period, the 10% down payment previously paid by the
shareholder will be returned to such shareholder, without
interest or deduction, and only the shares to be issued
under the basic subscription procedure will be issued to such
shareholder.
The exact number of additional shares that will be available
will not be determined until the expiration date. If the total
number of additional subscribed shares exceeds the total number
of unsubscribed shares which are available, such additional
shares will be allocated on a pro rata basis in proportion to the
number of shares each beneficial holder exercising the
oversubscription privilege has purchased under the basic
subscription procedure; provided, however, that if such pro rata
allocation results in any shareholder being allocated a greater
number of additional shares than such shareholder subscribed for
pursuant to the exercise of such shareholder's oversubscription
privilege, then such holder will be allocated only such number of
additional shares as such shareholder subscribed for and the
remaining additional shares will be allocated among all other
shareholders exercising the oversubscription privilege. The
Company will promptly refund to subscribing shareholders, without
interest or deduction, subscription funds which are not applied
against the purchase of additional shares due to any such
proration of shares.
EXERCISING SUBSCRIPTION RIGHTS THROUGH BROKERS AND DEALERS
Shareholders, such as broker-dealers, depositories, banks,
agents, administrators, trustees or their nominees, who hold
shares of common stock for the account of others should forward
this prospectus to the respective beneficial owners of such
shares as of the record date as soon as possible to ascertain
such beneficial owners' intentions and to obtain instructions
with respect to their participation in this offering. Since such
beneficial owners are not holders of record of common stock, they
will not receive subscription forms which set forth the number of
subscription rights that may be exercised; however, such holders
should receive a letter of instruction from their holder of
record, or agent, which sets forth the number of shares such
holders may subscribe for in the offering through such agent.
The Company will reimburse such agent for customary mailing and
handling expenses in forwarding copies of this prospectus. If a
beneficial owner instructs their agent to purchase shares in the
offering and forwards proper payment for such shares, such agent
should complete the subscription form and remit funds to the
Company to effect such purchase.
BENEFICIAL OWNERS SHOULD CONTACT THE HOLDER OF RECORD OF ITS
SHARES WELL IN ADVANCE OF THE EXPIRATION DATE TO MAKE THE
NECESSARY ARRANGEMENTS FOR THE PURCHASE OF SHARES PRIOR TO THE
DATE THE HOLDER OF RECORD COMPLETES AND FORWARDS THE SUBSCRIPTION
FORM TO ENSURE THAT SHARES ARE PROPERLY PURCHASED. A beneficial
owner may only acquire additional shares through the
oversubscription privilege in the event (i) such beneficial owner
properly elects to acquire additional shares and forwards the
appropriate down payment to the holder of record and (ii) the
holder of record exercises its entire basic subscription amount.
COMPANY'S RIGHT TO REJECT OR WAIVE DEFECTIVE SUBSCRIPTIONS
All questions as to the validity of the exercise of any
subscription rights or as to the time of receipt of the
subscription form will be determined by the Company, which
determination shall be final and binding. The Company, in its
sole discretion, reserves the right to waive any defect or
irregularity, permit a defect or irregularity to be corrected
within such time as it may determine or reject any improper
exercise of a subscription right. THE COMPANY SHALL NOT BE UNDER
ANY DUTY TO NOTIFY ANY SHAREHOLDER OF ANY DEFECTS OR
IRREGULARITIES IN THE EXERCISE OF SUBSCRIPTION RIGHTS AND SHALL
NOT INCUR ANY LIABILITY FOR THE FAILURE TO GIVE ANY SUCH
NOTIFICATION.
The risk of nondelivery of this prospectus, the subscription
form, the Company's invoice for additional subscription shares,
if any, and any and all payments for subscription amounts due the
Company will be borne by the shareholder who exercises
subscription rights and not by the Company. No monies paid to
the Company will be returned to any shareholder unless (i)
60,000 shares are not subscribed for or the Company otherwise
terminates the offering, (ii) there is a proration of shares, or
(iii) the price of allotted additional shares is less than the
10% down payment. All monies to be returned by the Company will
be mailed promptly without interest or deduction.
NON-TRANSFERABILITY OF SUBSCRIPTION RIGHTS
Subscription rights may not be sold, transferred, donated,
pledged, assigned or otherwise voluntarily or involuntarily
disposed of, except that, upon the death of any shareholder, any
outstanding subscription rights granted to such shareholder may
be exercised by such shareholder's duly authorized representative
prior to 5:00 P.M., EDST on the expiration date. A shareholder
who sells shares of the Company's common stock after the record
date will still be entitled to receive subscription rights with
respect to such common stock. Such sale will not constitute a
transfer of the subscription rights relating to such shares.
MINIMUM CONDITION OF OFFERING
This offering is conditioned upon the valid exercise of a
minimum of 60,000 subscription rights prior to the expiration
date.
WITHDRAWAL RIGHTS OF COMPANY
The Company reserves the absolute right to withdraw from,
cancel, modify or terminate this offering at any time prior to
the expiration date.
ESCROW OF SUBSCRIPTION FUNDS
Pending the issuance of shares, all subscription funds will
be held in a separate, interest bearing bank account of the
Company. In the event the Company withdraws or terminates this
offering for any reason, the subscription funds will be refunded
promptly to subscribing shareholders, without interest or
deduction, and the Company will retain the interest earned on
such funds, if any.
IRREVOCABILITY OF SUBSCRIPTIONS
Once the Company has received an executed subscription form,
such subscription form shall not be revocable by the shareholder
for any reason. Delivery of an executed subscription form and
the required purchase price from a shareholder to the Company on
or before the expiration date will constitute a binding agreement
between such shareholder and the Company in accordance with the
terms and conditions set forth herein.
ISSUANCE OF SHARES
Shareholders are not required to hold common stock through
the date the shares are issued in order to exercise subscription
rights and participate in this offering. If shareholders fully
subscribe for all shares through the exercise of their basic
subscription rights, certificates for the shares will
be issued by the Company as soon as practicable following the
expiration date (i.e., September 10, 2001). If shares remain
following the exercise of basic subscription rights, certificates
for all shares will be issued following the exercise period for
the oversubscription privilege (i.e., as soon as practicable
after September 10, 2001). Prior to the issuance of shares, a
shareholder who elects to exercise subscription rights shall not
be considered to beneficially own the shares issuable upon
exercise of such subscription rights, and such shares shall not
be deemed to be held of record for any purpose. Moreover, prior
to any issuance of shares, the subscription rights shall not be
deemed to bestow upon shareholders any voting, dividend or other
rights with respect to the subscription rights or the shares
underlying such subscription rights.
REGULATORY OBLIGATIONS
The offer and sale of the Company's common stock pursuant to
this offering is subject to PPUC approval. On June 6, 2001, the
PPUC registered a Securities Certificate with respect to this
offering, thereby authorizing the distribution of the
subscription rights and the issuance of common stock.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of some of the federal
income tax consequences relating to the Offering. This summary
is based upon the Internal Revenue Code of 1986, as amended,
applicable regulations, judicial decisions and administrative
interpretations of law, all of which are subject to change or
modification. Any change in the current tax laws may or may not
be retroactive. Additionally, state, local or foreign tax laws
may have an impact on certain investors. SINCE THE FOLLOWING IS
ONLY INTENDED AS A BRIEF REVIEW, SHAREHOLDERS SHOULD CONSULT
THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL INCOME TAX
DISCUSSION HEREIN, AS WELL AS STATE, LOCAL OR FOREIGN TAX
CONSIDERATIONS, INSOFAR AS THE SAME ARE APPLICABLE TO EACH
SHAREHOLDER'S TAX
SITUATION.
For United States federal income tax purposes, receipt of
the subscription rights pursuant to this offering should be
treated as a nontaxable distribution. A shareholder will have a
zero basis in the subscription rights received in this offering,
except that a portion of such shareholder's basis in the shares
shall be allocated to the subscription rights (based on the
relative fair market values of the shares and the subscription
rights at the time of the distribution) if (i) such shareholder
exercises subscription rights and (ii) either (A) such
shareholder elects under Section 307 of the Code to make such an
allocation or (B) the fair market value of the subscription
rights at the time of the distribution equals or exceeds 15% of
the fair market value of the shares at that time.
Upon exercise of a subscription right, a shareholder will
not recognize income, gain or loss. The basis of shares acquired
upon exercise of subscription rights will equal the sum of the
purchase price and such shareholder's basis, if any, in the
subscription rights exercised. The holding period for shares
will begin on the date of exercise.
No loss will be recognized by a shareholder who receives
subscription rights in this offering and allows those
subscription rights to lapse.
LEGAL OPINION
The validity of the shares offered hereby will be passed
upon for the Company by Morgan, Lewis & Bockius LLP, 1701 Market
Street, Philadelphia, PA 19103-2921.
EXPERTS
The financial statements and schedule of the Company as of
December 31, 2000 and the year ended December 31, 2000 have been
incorporated by reference herein and in the registration
statement in reliance upon the report of Stambaugh Ness, PC,
independent certified accountants, incorporated by reference
herein, and upon the authority of said firm as experts in
accounting and auditing.
The financial statements and schedule of the Company as of
December 31, 1999, and for each of the years in the two-year
period ended December 31, 1999, have been incorporated by
reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
KPMG LLP was previously the principal accountants for the
Company. However, on March 29, 2000 pursuant to a decision of
the Company's Board of Directors, such firm's appointment as
principal accountants was terminated, and Stambaugh Ness, PC was
engaged as principal accountants to the Company.
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. Such
reports, proxy statements and other information can be inspected
and copied at the public reference facilities maintained by the
SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the SEC's regional offices located at Seven World Trade
Center, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained in person from the Public Reference
Section of the SEC at its principal office located at 450 Fifth
Street, N.W., Washington, DC 20549, at prescribed rates. In
addition, the SEC maintains a site on the world wide web at
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the SEC. 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 York Water Company and filed
with the SEC.
This Prospectus constitutes a part of a registration
statement on Form S-3, together with all exhibits thereto filed
by the Company with the SEC under the Securities Act of 1933, as
amended, with respect to the securities offered hereby. This
Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Reference
is hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to the Company and
the securities offered hereby. Copies of the Registration
Statement and the exhibits thereto are on file at the offices of
the SEC and may be obtained upon payment of the prescribed fee
or may be examined without charge at the public reference
facilities of the SEC described above. Statements contained
herein concerning the provisions of documents are necessarily
summaries of such documents, and each statement is qualified in
its entirety by reference to the copy of the applicable document
filed with the SEC.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 2001, the description of the
Company's common stock set forth in the Company's Current Report
on Form 8-K filed with the SEC on June 12, 1997 and all reports
and other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus shall be deemed to be incorporated by
reference and to be part hereof from the date of filing of such
reports and documents. Any statement contained herein or in a
document, all or a portion of which is 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 or in any other
subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The information relating to the Company contained in this
Prospectus summarizes, is based upon, or refers to, information
and financial statements contained in one or more of the
documents incorporated by reference herein; accordingly, such
information contained herein is qualified in its entirety by
reference to such documents and should be read in conjunction
therewith.
On the written or oral request of any shareholder of the
Company to whom a copy of this Prospectus has been delivered, the
Company will provide such shareholder, without charge, with a
copy of any or all of the documents described above which have
been incorporated by reference in this Prospectus, other than
exhibits to such documents. Written requests for copies of such
documents should be addressed to Assistant Secretary, The York
Water Company, 130 East Market Street, York, PA 17405.
SUBSCRIPTION FORM
FOR
SHARES OF COMMON STOCK
THE YORK WATER COMPANY
TO: The York Water Company
130 East Market Street
York, Pennsylvania 17405-7089
GENERAL PROVISIONS APPLICABLE TO BASIC
SUBSCRIPTION AMOUNT AND OVERSUBSCRIPTION PRIVILEGE
The undersigned shareholder (the "Shareholder") of The York
Water Company (the "Company") hereby acknowledges and agrees to
the following provisions:
1. The number of shares of common stock that may be
acquired upon the exercise of subscription rights granted to the
Shareholder ("Subscription Shares") is set forth on the label
above PART A of the subscription form.
2. The Shareholder may purchase the Subscription Shares
allotted, subject to proration as described in "Basic
Subscription Amount" of the accompanying prospectus.
3. The Shareholder may purchase shares at a purchase price
of $23.61 per share.
4. The Company reserves the right to reject any defective
subscriptions to purchase shares of common stock.
5. The obligation of the Company to issue shares of common
stock to the Shareholder in accordance with this Subscription
Form is subject to the Company's timely receipt of the required
purchase price for the shares, in accordance within the
instructions set forth herein, by personal, certified or
cashier's check, or money order, payable to the order of the
Company.
6. The Company's obligation to issue shares to the
Shareholder is further conditioned upon the subscription of a
minimum of 60,000 shares, unless such condition is waived by the
Company, and the right of the Company to modify or terminate the
offering at any time.
7. Certificates for shares of common stock shall be issued
to the Shareholder by the Company as soon as practicable (i)
following September 10, 2001 if the offering is fully subscribed
through the Shareholders' exercise of their basic subscription
rights or (ii) following September 15, 2001 if shares remaining
after the exercise of basic subscription rights are offered
pursuant to the oversubscription privilege.
8. Shareholders who exercise subscription rights are not
obligated to hold shares of common stock continuously through the
date the shares are issued (as described in paragraph 7 above) in
order to receive shares of common stock pursuant to the exercise
of the subscription rights.
9. The subscription rights granted hereunder may not be
sold, transferred, assigned, pledged, donated or in any way
disposed of by the Shareholder.
10. The Shareholder is not obligated to exercise any or all
of the subscription rights which have been granted hereunder.
11. The offering will expire at 5:00 P.M. EDST on September
10, 2001 unless otherwise extended by the Company.
12. The Subscription Form, once executed and delivered to
the Company hereunder, shall not be revocable by the Shareholder.
13. All capitalized terms used herein which have not been
defined shall have the same meanings ascribed to them in this
prospectus.
SUBSCRIPTION FORM
FOR
SHARES OF COMMON STOCK
THE YORK WATER COMPANY
To: The York Water Company
130 East Market Street
York, Pennsylvania 17405-7089
PART A. BASIC SUBSCRIPTION AMOUNT
Shares Eligible For Purchase Upon
Exercise of Subscription Rights,
as Allotted to Shareholder _____________________________
("Subscription Shares"): (As specified on above label)
SUBSCRIPTION SHARES PURCHASE PRICE PAYMENT TO COMPANY
_______ X [$_____] per share = $________
PART B. OVERSUBSCRIPTION PRIVILEGE
SUBSCRIPTION SHARES DOWN PAYMENT
_______* X [$_____] per share x 10% = $________
TOTAL PAYMENT ENCLOSED $ **
_________
* Prior to the purchase of any additional shares under PART
B, the Shareholder is obligated to purchase the maximum
amount of Subscription Shares allotted under PART A. There
is no limit on the number of additional shares which can be
subscribed for in PART B.
** Include the entire Purchase Price for Subscription Shares
purchased under PART A and the 10% down payment of the
Purchase Price for Subscription Shares purchased, if any,
under PART B. The balance of the Purchase Price for PART B
Subscription Shares will be invoiced by the Company. The
Company will not be responsible for failure of delivery or
receipt of any documents or payments relating in any manner
to the subscription procedure. The Company recommends that
you use hand delivery or certified or registered mail with
return receipt requested.
PART C. SHAREHOLDER'S SIGNATURE, ADDRESS AND DATE
Shareholder's Name_____________________________________
(please print)
Shareholder's Address__________________________________
Telephone ( ) Date_____________________
Shareholder's Signature________________________________
PRIOR TO THE ISSUANCE OF COMMON STOCK PURSUANT TO THE EXERCISE OF
SUBSCRIPTION RIGHTS IN THE OFFERING, THE SUBSCRIPTION RIGHTS
SHALL NOT BE DEEMED TO BESTOW UPON SHAREHOLDERS VOTING RIGHTS,
DIVIDEND RIGHTS OR OTHER RIGHTS WITH RESPECT TO THE SUBSCRIPTION
RIGHTS OR THE COMMON STOCK SUBJECT TO THE SUBSCRIPTION RIGHTS.
INSTRUCTIONS TO SUBSCRIPTION FORM
1. If you wish to purchase all or part of your BASIC
SUBSCRIPTION AMOUNT, complete PART A and PART C of the
SUBSCRIPTION FORM which accompanies this prospectus and
return it together with proper payment to the Company.
2. If you wish to purchase all of your BASIC SUBSCRIPTION
AMOUNT in PART A as well as all or part of any available
OVERSUBSCRIPTION PRIVILEGE in PART B, complete PART A, PART B and
PART C of the SUBSCRIPTION FORM and return it together with
proper payment to the Company. An example of a partially
completed Subscription Form with shares and dollar amounts
inserted is set forth immediately hereafter in this prospectus.
GENERAL INSTRUCTIONS
The total number of shares you may acquire in the basic
subscription is printed on the pre-printed label on the
SUBSCRIPTION FORM which accompanies this prospectus. One
subscription right and the full $23.61 purchase price per share
are required for each share you subscribe for under PART A,
together with the 10% down payment for any subscribed shares
under PART B. Only if you have purchased the maximum number of
shares available to you under PART A of the SUBSCRIPTION FORM,
may you also subscribe to purchase additional shares under PART
B. There is no limit on the number of additional shares which
can be subscribed for in PART B. If sufficient shares are not
available to satisfy completely all requests for shares under
PART A or PART B, a pro rata allotment, as described in the
prospectus, will be used to apportion the available shares among
all Shareholders electing to purchase shares under PART A or
additional shares under PART B, with any fractional allotted
shares being rounded up or down to the nearest whole share.
Subscription Rights may not be transferred or sold by the
Shareholder. Please send your completed SUBSCRIPTION FORM and
required payment in the enclosed return envelope to:
THE YORK WATER COMPANY
130 East Market Street
York, PA 17405-7089
Attention: Assistant Secretary
To be effective, your completed SUBSCRIPTION FORM and required
payment must be received by the Company on or before 5:00 P.M.
EDST on September 10, 2001.
INSTRUCTIONS FOR PART A - If you wish to subscribe under
the basic subscription procedure for all or part of the number of
shares allotted to you, as set forth on the pre-printed label on
the SUBSCRIPTION FORM which accompanies this prospectus, please
complete PART A of the SUBSCRIPTION FORM as follows:
(1) Enter in PART A the number of shares you desire
to purchase (up to but not in excess of the number of shares
shown on the label).
(2) Multiply the number of shares you desire to
purchase by the purchase price of $23.61 per share and
enter the resulting amount in the Payment to Company column
in PART A.
(3) If you are not subscribing for additional shares
under PART B, enter the total amount shown for PART A on the
TOTAL PAYMENT ENCLOSED line of PART B, complete all portions
of PART C of the SUBSCRIPTION FORM and return your
SUBSCRIPTION FORM and a personal, certified or cashier's
check, or money order, in the correct amount to the
Company's office in the enclosed envelope by hand delivery
or by mail with postage prepaid by you.
INSTRUCTIONS FOR PART B - IF YOU WISH TO SUBSCRIBE FOR
ADDITIONAL SHARES UNDER THE OVERSUBSCRIPTION PRIVILEGE AND HAVE
SUBSCRIBED FOR THE MAXIMUM NUMBER OF SHARES ALLOTTED TO YOU UNDER
PART A OF THE SUBSCRIPTION FORM, PLEASE COMPLETE PART B OF THE
SUBSCRIPTION FORM AS FOLLOWS:
(1) Enter on PART B the number of additional shares
you wish to purchase. There is no limit on the number of
additional shares which can be subscribed for in PART B.
(2) Multiply that number of shares by the purchase
price of $23.61 per share and enter 10% of the resulting
purchase price in the Payment to Company column for PART B.
(3) Enter in the TOTAL PAYMENT ENCLOSED line of PART
B the total of the amounts of Payments to Company shown in
PARTS A and B, complete all portions of PART C of the
SUBSCRIPTION FORM and return your SUBSCRIPTION FORM and a
personal, certified or cashier's check, or money order, in
the correct amount to the Company's office in the enclosed
envelope by hand delivery or by mail with postage prepaid by
you.
(4) Within five business days following the
expiration date, the Company will mail to each Shareholder
who has subscribed to purchase additional shares under PART
B an invoice which sets forth the exact number of additional
shares which are available for purchase and the exact amount
of the balance due from the Shareholder with respect to such
additional shares. PAYMENT FOR THE BALANCE OF ANY
ADDITIONAL SHARES PURCHASED MUST BE RECEIVED BY THE COMPANY
WITHIN 15 BUSINESS DAYS FOLLOWING THE EXPIRATION DATE IN
ORDER FOR SUCH SUBSCRIPTION TO BE VALID. If the full amount
of the balance due has not been received by the Company
within this 15-day period, the 10% down payment previously
paid by such Shareholder shall be refunded in full and no
additional shares will be issued to such subscribing
Shareholder.
INSTRUCTIONS FOR PART C - Print your name, address,
telephone number and date in PART C. The signature of the
Shareholder must also appear in PART C. The SUBSCRIPTION FORM
with the signature of one of multiple owners will be acceptable
to the Company. However, if the SUBSCRIPTION FORM is signed and
executed by an attorney, executor, administrator, guardian or
other fiduciary, or by an officer of a corporation, and the
Subscription Rights are not granted in such manner, the person so
executing must give his or her full title in such capacity.
SUBSCRIPTION FORMS received for subscriptions with less
than the correct payments will be returned to the senders.
SAMPLE -- FOR ILLUSTRATION PURPOSES ONLY
EXAMPLE OF
SUBSCRIPTION FORM
FOR
SHARES OF COMMON STOCK
THE YORK WATER COMPANY
To: The York Water Company
130 East Market Street
York, Pennsylvania 17405-7089
1234567 SUBSCRIPTION SHARES: 10
JOHN DOE & JANE DOE TEN ENT
123 MAIN STREET
ANYTOWN, PA 00000
PART A. BASIC SUBSCRIPTION AMOUNT
Shares Eligible for Purchase Upon Exercise of
Subscription Rights, as Allotted to Shareholder
("Subscription Shares"): 10
(as specified on above label)
SUBSCRIPTION SHARES PURCHASE PRICE PAYMENT TO COMPANY
10 X $23.61 per share = $236.10
PART B. OVERSUBSCRIPTION PRIVILEGE
SUBSCRIPTION SHARES DOWN PAYMENT
15* X $23.61 per share x 10% = $35.42
TOTAL PAYMENT ENCLOSED $271.52 **
________________
* Prior to the purchase of any additional shares under PART
B, the Shareholder is obligated to purchase the maximum
amount of Subscription Shares allotted under PART A. There
is no limit on the number of additional shares which can be
subscribed for in PART B.
** Include the entire purchase price for Subscription Shares
purchased under PART A and the 10% down payment of the
purchase price for Subscription Shares purchased, if any,
under PART B. The balance of the purchase price for PART B
Subscription Shares will be invoiced by the Company. The
Company will not be responsible for failure of delivery or
receipt of any documents or payments relating in any manner
to the subscription procedure. The Company recommends that
you use hand delivery or certified or registered mail with
return receipt requested.
(Continued on next page)
PART C. SHAREHOLDER'S SIGNATURE, ADDRESS AND DATE
Shareholder's Name ___________________________________
(please print)
Shareholder's Address
Telephone (____) ____________ Date
Shareholder's Signature
PRIOR TO THE ISSUANCE OF COMMON STOCK PURSUANT TO THE EXERCISE OF
SUBSCRIPTION RIGHTS IN THE OFFERING, THE SUBSCRIPTION RIGHTS
SHALL NOT BE DEEMED TO BESTOW UPON SHAREHOLDERS VOTING RIGHTS,
DIVIDEND RIGHTS OR OTHER RIGHTS WITH RESPECT TO THE SUBSCRIPTION
RIGHTS OR THE COMMON STOCK SUBJECT TO THE SUBSCRIPTION RIGHTS.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated fees and expenses in connection with the
issuance and distribution of the shares being registered
hereunder will be paid by the Registrant and are as follows:
Registration fee . . . . . . . . . $ 746
Printing and engraving . . . . . . 7,122
Accounting fees and expenses . . . 10,890
Legal fees and expenses. . . . . . 47,740
Miscellaneous. . . . . . . . . . . 2,582
Total Expenses . . . . . . $69,080
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 and 1742 of the Pennsylvania Business
Corporation Law of 1988, as amended (BCL), provide that a
business corporation may indemnify directors and officers against
liabilities they may incur in such capacity if the particular
person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In
general, the power to indemnify under these sections does not
exist in the case of actions against a director or officer by or
in the right of the corporation if the person otherwise entitled
to indemnification shall have been adjudged to be liable to the
corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of
the case, the person is fairly and reasonably entitled to
indemnification for specified expenses. The corporation is
required under Section 1743 of the BCL to indemnify directors and
officers against expenses they may incur in defending such
actions against them in such capacities if they are successful on
the merits or otherwise in defense of such actions.
Section 1713 of the BCL permits the shareholders to adopt a
bylaw provision relieving a director (but not an officer) of
personal liability for monetary damages except where (i) the
director has breached the applicable standard of care, and (ii)
such conduct constitutes self-dealing, willful misconduct or
recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any
federal, state or local law or responsibility under a criminal
statute. Article VII of the Company's By-Laws limits the
liability of any director of the Company to the fullest extent
permitted by Section 1713 of the BCL.
Section 1746 of the BCL grants a corporation broad
authority to indemnify its directors, officers and other agents
for liabilities and expenses incurred in such capacity, except in
circumstances where the act or failure to act giving rise to the
claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness. Pursuant to
Section 1746 of the BCL, Article VIII of the Company's By-Laws
provides for indemnification of directors, officers and other
agents of the Company to the extent otherwise permitted by
Section 1741 of the BCL and also in circumstances not otherwise
permitted by Sections 1741 and 1742 of the BCL.
Article VIII of the Company's By-Laws provides a right to
indemnification for expenses and certain liabilities paid or
incurred by any indemnified representative of the Company,
including directors and officers of the Company, in connection
with any actual or threatened claim, action, suit or
proceeding in which he or she may be involved by reason of being
or having been, among others, a director, officer, employee or
agent of the Company, or at the request of the Company, of
another corporation, partnership, joint venture, trust or other
entity. In accordance with Section 1744 of the BCL, Article VIII
requires the Company to determine the availability of
indemnification by certain specified procedures, including by
vote of directors not a party to the proceeding in
respect for which indemnification is sought or, in certain
circumstances, determination of independent counsel.
Article VIII of the Company's By-Laws authorizes the
Company to further effect or secure its indemnification
obligations by purchasing and maintaining insurance. The
Company has purchased officers' and directors' liability
insurance which covers certain liabilities incurred by
its officers and directors in connection with the performance of
their duties, subject to the limitations of such policy.
This insurance also insures the Company against any amounts paid
by the Company to indemnify covered directors and officers.
ITEM 16. LIST OF EXHIBITS.
Exhibit Description of Incorporated by
No. Exhibits Reference to
4.1 Amended and Restated Incorporated herein by
Articles of Incorporation reference. Filed
previously with the
Securities and Exchange
Commission as Exhibit 4.1
to Amendment No. 1 to Form
S-3 dated June 12, 1997
(File No. 33-81246)
4.2 By-Laws Incorporated herein by
reference. Filed previously
with the Securities and
Exchange Commission as
Exhibit 4.2 to Form S-3
dated July 1, 1996 (File No.
333-7307)
4.3 Optional Dividend Incorporated herein by
Reinvestment Plan reference. Filed previously
with the Securities and
Exchange Commission as the
Company's Form S-3 dated
November 20, 1982 (File No.
2-80547).
4.4 Employees' Stock Purchase Incorporated herein by
Plan Dated November reference. Filed previously
28, 1988 with the Securities and
Exchange Commission as an
exhibit to the Company's
Registration Statement
Form S-8 (File No. 33-26180)
dated December 19, 1988.
4.5 Note Agreement Relative Incorporated herein by
to the $6,000,000 10.17% reference. Filed previously
Senior Notes, Series A and with the Securities and
$5,000,000 9.60% Senior Exchange Commission as
Notes, Series B dated Exhibit 4.5 to the Company's
January 2, 1989 1989 Form 10-K.
4.6 Note Agreement Relative Incorporated herein by
to the $6,500,000 10.05% reference. Filed previously
Senior Notes, Series C with the Securities and
dated August 15, 1990 Exchange Commission as
Exhibit 4.6 to the Company's
1990 Form 10-K.
4.7 Note Agreement Relative Incorporated herein by
to the $7,500,000 8.43% reference. Filed previously
Senior Notes, Series D with the Securities and
dated December 15, 1992 Exchange Commission as
Exhibit 4.7 to the Company's
1992 Form 10-K.
4.8 Fourth Supplemental Incorporated herein by
Acquisition, Financing and reference. Filed previously
Sale Agreement Relative with the Securities and
to the $2,700,000 4.75% Exchange Commission as
Water Facilities Revenue Exhibit 4.8 to the Company's
Refunding Bonds dated Quarterly Report Form 10-Q
February 1, 1994 for the quarter ended June
30, 1994.
4.9 Fifth Supplemental Incorporated herein by
Acquisition, Financing and reference. Filed previously
Sale Agreement Relative to with the Securities and
the $4,300,000 5% Water Exchange Commission as
Facilities Revenue Exhibit 4.9 to the Company's
Refunding Bonds dated Quarterly Report Form 10-Q
October 1,1995 for the quarter ended
September 30, 1995.
4.10 Shareholder Rights Incorporated herein by
Agreement reference. Filed previously
with the Securities and
Exchange Commission as
Exhibit 1 to Form 8-A dated
January 26, 1999.
5.1* Opinion of Morgan, Lewis &
Bockius LLP
23.1 Consent of Morgan, Lewis &
Bockius (contained in
their opinion to be filed
as Exhibit 5.1 to the
Registration Statement)
23.2* Consent of KPMG LLP
23.3* Consent of Stambaugh Ness, P.C.
24.1 Powers of Attorney included
on the signature page of
original registration statement
__________
* Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the registration statement; and
(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 subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the
Company 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
that remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each filing of the Company'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 this
registration statement shall be deemed to be a new registration
statement relating to the securities offered herein and the
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) 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 Securities Act of 1933 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 of 1933 and will be governed
by the final adjudication of such issue.
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 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 YORK, PENNSYLVANIA, ON JUNE 25, 2001.
THE YORK WATER COMPANY
By: /s/ William T. Morris
William T. Morris
President, Chief Executive
Officer and Director
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 date indicated below. Each person
in so signing, also makes, constitutes and appoints William T.
Morris and Jeffrey S. Osman, and each of them acting alone, his
or her true and lawful attorney-in-fact, with full power of
substitution, to execute and cause to be filed with the
Securities and Exchange Commission pursuant to the requirements
of the Securities Act of 1933, as amended, any and all
amendments and post-effective amendments to this Registration
Statement, with exhibits thereto and other documents in
connection therewith, and hereby ratifies and confirms all that
said attorney-in-fact or his substitute or substitutes may do or
cause to be done by virtue hereof.
SIGNATURE TITLE DATE
/s/ William T. Morris President, Chief June 25, 2001
William T. Morris Executive Officer
and Director
(Principal Executive
and Financial Officer)
/s/ Jeffrey S. Osman Vice President of June 25, 2001
Jeffrey S. Osman Finance, Secretary and
Treasurer (Principal
Accounting Officer)
/s/ Horace Keesey III Chairman of the Board June 25, 2001
Horace Keesey III and Director
/s/ Irvin S. Naylor Vice Chairman of June 25, 2001
Irvin S. Naylor the Board and Director
/s/ Michael W. Gang Director June 25, 2001
Michael W. Gang
/s/ Thomas C. Norris Director June 25, 2001
Thomas C. Norris
/s/ George W. Hodges Director June 25, 2001
George W. Hodges
/s/ George Hay Kain III Director June 25, 2001
George Hay Kain, III
/s/ Chloe Eichelberger Director June 25, 2001
Chloe Eichelberger
/s/ John L. Finlayson Director June 25, 2001
John L. Finlayson
EXHIBIT 5.1
MORGAN, LEWIS & BOCKIUS LLP
1701 Market Street
Philadelphia, PA 19103-2921
Tel: (215) 963-5000
Fax: (215) 963-5299
July 2, 2001
The York Water Company
130 East Market Street
York, Pennsylvania 17405
Re: The York Water Company Rights Offering of up to 120,000
Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to The York Water Company, a
Pennsylvania corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-3 (the
"Registration Statement"), to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the offering by the Company of up to
120,000 shares (the "Shares") of the Company's common stock, no
par value per share, to the Company's shareholders (the
"Shareholders" or "Shareholder") in proportion to the amount of
shares owned by each Shareholder presently.
In rendering the opinion set forth below, we have reviewed (a)
the Registration Statement; (b) the Company's Amended and
Restated Articles of Incorporation; (c) the Company's Bylaws; (d)
certain records of the Company's corporate proceedings as
reflected in its minute books; and (e) such records, documents,
statutes and decisions as we have deemed relevant. In our
examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals
and the conformity with the original of all documents submitted
to us as copies thereof.
Based upon the foregoing, we are of the opinion that, when and to
the extent the Shares are issued to the Shareholders pursuant to,
and in accordance with, the terms of the Subscription Rights
described in the Registration Statement, the Shares will be duly
authorized, validly issued, fully paid and nonassessable.
Our opinion set forth above is limited to the Pennsylvania
Business Corporation Law of 1988, as amended.
We hereby consent to the use of this opinion as Exhibit 5.1 to
the Registration Statement. In giving such opinion, we do not
thereby admit that we are acting within the category of persons
whose consent is required under Section 7 of the Act or the rules
or regulations of the Securities and Exchange Commission
thereunder.
The opinion expressed herein is solely for your benefit, and may
be relied upon only by you.
Very truly yours,
EXHIBIT 23.2
CONSENT OF KPMG LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of
The York Water Company
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/KPMG LLP
Baltimore, Maryland
July 2, 2001
EXHIBIT 23.3
CONSENT OF STAMBAUGH NESS PC
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February
28, 2001, which appears in the annual report on Form 10-K of The
York Water Company for the year ended December 31, 2000, and to
the reference to our Firm under the caption "Experts."
/s/STAMBAUGH NESS, PC
York, Pennsylvania
July 2, 2001