As filed with the Securities and Exchange Commission on April 27, 2010October 3, 2016
Registration Statement No. 333- 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, DC 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE YORK WATER COMPANY
(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)charter)
| | |
|
Pennsylvania | | 23-1242500 |
(State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | 23-1242500
(I.R.S. Employer Identification Number)No.) |
130 East Market Street
York, Pennsylvania 17401
(717) 845-3601
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices) |
Jeffrey R. Hines
President and Chief Executive Officer
The York Water Company
130 East Market Street
York, Pennsylvania 17401
(717) 845-3601 (Name, address, including zip code, and telephone number, including
area code, of agent for service) |
Copies to: 1 |
Aron Izower
Reed Smith LLP
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 521-5400 |
130 East Market Street
York, Pennsylvania 17401
(717) 845-3601
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Bree Archambault
Reed Smith LLP
Three Logan Square
1717 Arch Street
Philadelphia, PA 19103
Telephone: (215) 851-8100
Jeffrey R. Hines
President and Chief Executive Officer
The York Water Company
130 East Market Street
York, Pennsylvania 17401
(717) 845-3601
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Howard L. Meyers, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103
(215) 963-5000
Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this Registration Statement becomes effective.registration statement.
If the only securities being registered on this formIf the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o 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.þ
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. o
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. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
| ☐ |
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. | ý |
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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 number of the earlier effective registration statement for the same offering. | ☐ |
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. | ☐ |
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large"large accelerated filer,” “accelerated filer”" "accelerated filer" and “smaller"smaller reporting company”company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated fileroAccelerated Filer | Accelerated filerþFiler | Non-accelerated filero
Non-Accelerated Filer | Smaller Reporting Company |
| ☐ | ý | ☐ (Do not check if a smaller reporting company) | Smaller reporting companyo ☐ |
CALCULATION OF REGISTRATION FEE
| | | | | | | | | | | | | | | | | | |
| |
| | | | | | | | | | Proposed Maximum | | | | |
| | Title of Each Class of | | | Amount | | | Aggregate Offering | | | Amount of | |
| | Securities to be Registered | | | to be Registered | | | Price | | | Registration Fee | |
| | Common Stock, no par value per share | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | Debt Securities | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | Total (1) | | | $ | 40,000,000 | (2) | | | $ | 40,000,000 | (2)(3)(4) | | | $ | 2,852.00 | (5) | |
| |
Title of Securities
to be registered | Amount
to be
registered (1) | Proposed maximum
offering price
per share (2) | Proposed maximum
aggregate
offering price | Amount of
registration
fee (3) |
Common Stock,
no par value | 500,000 shares | $30.17 | $15,085,000 | $1,267.49 |
| (1) | | |
(1) | | This registration statement also registers such indeterminate amounts of securities as may be issued upon conversion or settlement of, or in exchange for, the securities registered hereunder and, pursuant toIn accordance with Rule 416(a)416 under the Securities Act of 1933, as amended, such indeterminable number of shares asthis Registration Statement shall be deemed to cover any additional securities that may be offered or issued upon conversion or exchange as a result ofto prevent dilution resulting from stock splits, stock dividends or similar transactions. |
|
| (2) | | Represents an indeterminate number or aggregate principal amount of the securities being registered for issuance at various times and at indeterminate prices, with an aggregate public offering price not to exceed $40,000,000. Such amount represents the issue price rather than the principal amount of any debt securities issued at original issue discount. The securities registered hereby may be sold separately, together, or in units with other securities registered hereby. |
|
(3) | | Estimated in accordance with Rule 457(c) solely for the purpose of calculatingcomputing the registration fee in accordance withbased upon $30.17, the average of the high and low prices per Common Share reported on the NASDAQ Global Select Market on September 28, 2016. |
| (3) | Pursuant to Rule 457(o) under457(p) of the Securities Act of 1933, as amended. |
|
(4) | | Exclusive of accrued interest, if any. |
|
(5) | | $2,185.60 was paid concurrentthe Registrant is offsetting its filing fee for this registration statement by $480.86, an amount equal to the fee associated with the filingunsold securities from the Registrant's earlier registration statement on Form S-3, the offering of this registration statement. Pursuant to Rule 457(p),which will terminate upon the amounteffective date hereof. The file number of the earlier registration fee set forth abovestatement was offset by $666.40,333-191496, the dollar amountname of the filing fee previously paid by Theregistrant was "The York Water Company, for unsold securities previously registered on File No. 333-158837," and the registration statement was initially filed with the Commission on April 28, 2009.October 1, 2013. |
The CompanyRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the CompanyRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statementRegistration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting
offersan offer to buy these securities in any state
or jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL 27, 2010
ProspectusSubject to completion, dated October 3, 2016
PROSPECTUSThe York Water CompanyTHE YORK WATER COMPANY
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN
500,000 Shares of Common Stock
Debt Securities (No Par Value)
This prospectus relates| - | You do not need to be one of our existing shareholders to participate in the Plan. |
| - | This Plan gives you a convenient, systematic way to purchase our common stock. |
| - | You can increase your ownership by reinvesting dividends and by making optional cash investments with brokerage fees and commissions paid by us. |
| - | You can own and transfer shares without holding certificates. |
IMPORTANT NOTE: Sales of shares through the Plan are subject to common stockfees and debt securities, including debt securities convertible into common stock that we, The York Water Company, may sell from time to time in one or more offerings. The aggregate public offering pricecommission charges for which you will be responsible. Please see the "Purchases and Cost" section of the securities we may sell in these offerings, including any debt securities issued with any original issue discount, will not exceed $40,000,000. This prospectus will allow us to issue securities over time and describes some of the general terms that may apply to an offering of such securities. We will provide a prospectus supplement each time we issue securities, which will inform you about the specific terms of that offering and may also supplement, update or amend information contained in this prospectus. You should read this prospectus the information incorporated by reference in this prospectusfor further details regarding these fees and any prospectus supplement carefully before you invest.commission charges.
We may offer the securities to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters and any applicable discounts or commissions and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Our common stock is listedlist our Common Stock on the Nasdaq Global Select Market under the symbol “YORW.”"YORW." On April 26, 2010,September 28, 2016 the last reported sale price of our common stockthe Company's Common Stock, as reported on the Nasdaq Global Select Market, was $14.07 per share.$30.21.
The Plan as covered in this Prospectus will become effective when the Registration Statement of which this Prospectus is a part is declared effective by the Securities and Exchange Commission. The securities covered by this Prospectus may not be sold prior to such effective date of the Registration Statement or in any state in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. The Pennsylvania Public Utility Commission (the "PPUC") approved a Securities Certificate in connection with the Plan on June 11, 2015 and any additional shares of Common Stock issued under the Plan will be approved by the PPUC in the future, as necessary.
The Company will receive all the net proceeds from the sale of Common Stock.
Investing in our securitiesCommon Stock involves a high degree of risk. See “Risk Factors”Risk Factors beginning on page 23 of this prospectus.
This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectusProspectus is , 2010.2016.
No person has been authorized to give any information or to make any representation other than those contained in this Prospectus in connection with the offer made hereby, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. Neither the delivery of the Prospectus nor any sale made hereunder shall under any circumstances create any implication 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 jurisdiction in which said offer or solicitation is not qualified or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
Table of ContentsTABLE OF CONTENTS
The York Water Company Dividend Reinvestment and Direct Stock Purchase and Sale Plan (the "Plan") provides you with a convenient and economical way to purchase and sell shares of our common stock and to reinvest your cash dividends in additional shares. The Plan has various features from which to choose to meet your investment needs.
The Plan is designed for long-term investors who wish to invest and build their share ownership over time. Unlike an individual stock brokerage account, the timing of purchases and sales is subject to the provisions of the Plan.
Please read this prospectus carefully. If you are a shareholder of record and wish to purchase additional shares of Common Stock pursuant to the Direct Stock Purchase option of the Plan, you may do so in three ways: by regular monthly electronic deductions, by one time online bank debit, and by check.
| - | You may authorize automatic monthly deductions from your bank account by completing and returning an authorization form or you may submit a request online by logging into your account at https://shareholder.broadridge.com/YORW. |
| - | You may authorize a one-time online bank debit from your U.S. bank account by logging into your account at https://shareholder.broadridge.com/YORW and selecting "Plan Options." As an added security measure, Broadridge applies a five business day hold period to the initial association of banking account information to your investor account as well as changes made to established direct deposit or direct debit instructions. This hold period helps prevent unauthorized transactions. |
| - | You may make optional cash investments by sending a check (in U.S. dollars) made payable to "Broadridge Corporate Issuer Solutions, Inc." along with a completed Stock Purchase Form/Coupon which is attached to each statement you receive to the address indicated on the Stock Purchase Form/Coupon. |
We file reports, proxy statements and other documents with the SEC. You may read and copy any document we file at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may also obtain copies of this information by mail from the SEC's Public Reference Room at prescribed rates. You should rely onlycall 1-800-SEC-0330 for more information on the information contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. We have not authorized anyoneSEC's Public Reference Room. Our SEC filings are also available to provide you with different information. We are not making an offer to sell or seeking an offer to buy securities under this prospectus or any applicable prospectus supplement in any jurisdiction wherefree of charge at the offer or sale is not permitted. The information contained in this prospectus, any applicable prospectus supplement and the documents incorporated by reference herein and therein are accurate only as of their respective dates, regardless of the time of delivery of this prospectus or any sale of a security.SEC's Internet website at http://www.sec.gov.
About This Prospectus
This prospectus is part of a registration statement that we filed with the SecuritiesSEC. The registration statement contains more information than this prospectus regarding us and Exchange Commission using a “shelf” registration or continuous offering process. Under this shelf registration process, we may, from time to time, sellour common stock, or debt securities described in this prospectus in one or more offerings. The aggregate public offering priceincluding certain exhibits and schedules. You can obtain a copy of the securities we sell in these offerings, including any debt securities issued with any original issue discount, will not exceed $40,000,000. Each time we sell any securities under this prospectus, we will provide a prospectus supplement that will contain specific information aboutregistration statement from the termsSEC at the address listed above or from the SEC's Internet website.
DOCUMENTS INCORPORATED BY REFERENCE The prospectus supplement also may add, update or change information in this prospectus. If there is any inconsistency betweenSEC's rules allow us to "incorporate by reference" the information in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information” before buying any securities in an offering.
In this prospectus, unless the context specifically indicates otherwise “the Company,” “we,” “us” and “our” refer to The York Water Company.
i
About The York Water Company
We were organized under the laws of the Commonwealth of Pennsylvania in 1816 and are the oldest investor-owned water utility in the United States. We impound, purify to meet or exceed safe drinking water standards and distribute water within our franchised territory, which covers 39 municipalities within York County, Pennsylvania and seven municipalities within Adams County, Pennsylvania. We are regulated by the Pennsylvania Public Utility Commission, or PPUC, in the areas of billing, payment procedures, dispute processing, terminations, service territory, debt and equity financing and rate setting. We must obtain PPUC approval before changing any practices associatedwe file with the aforementioned areas. Water service is supplied through our own distribution system. We obtain our water supply from both the South Branch and East Branch of the Codorus Creek,SEC, which together have an average daily flow of 73.0 million gallons per day. This combined watershed area is approximately 117 square miles. We have two reservoirs, Lake Williams and Lake Redman, which together hold upmeans we can disclose important information to approximately 2.2 billion gallons of water. We have a 15-mile pipeline from the Susquehanna Riveryou by referring you to Lake Redman which provides access to an additional supply of 12.0 million gallons of water per day. As of December 31, 2009, our average daily availability was 35.0 million gallons, and daily consumption was approximately 18.2 million gallons. Our service territory had an estimated population of 180,000 as of December 31, 2009. Industry within our service territory is diversified, manufacturing such items as fixtures and furniture, electrical machinery, food products, paper, ordnance units, textile products, air conditioning systems, laundry detergent, barbells and motorcycles.
Our principal executive offices are located at 130 East Market Street, York, Pennsylvania 17401. Our telephone number is (717) 845-3601. Our website address is www.yorkwater.com.those documents. The information contained on our website is not incorporated by reference into, and does not form anyis an important part of this prospectus.
1
Risk Factors
Investing in our securities involves significant risks. Before making an investment decision, you should carefully read and consider the risk factors incorporated by reference into this prospectus under “Risk Factors” in Item 1A of Part I of We incorporate our Annual Report on Form 10-K for the year ended December 31, 2009, as well as those contained2015, filed with the SEC on March 8, 2016, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 3, 2016, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 3, 2016, our Current Reports on Form 8-K filed with the SEC on May 3, 2016, September 8, 2016, and October 3, 2016.
In addition to the documents already filed, all reports and other documents which we file in any applicable prospectus supplement, as the same may be updated from timefuture with the Commission pursuant to time by our future filings withSections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.before this offering of common stock ends, shall also be incorporated by reference in this prospectus.
We will provide a copy of this filing to any person to whom a prospectus is delivered, including any beneficial owner. You should also referdirect your oral or written request for a copy of this filing to: The York Water Company, 130 East Market Street, York, Pennsylvania 17401-1219, Attention: Bonnie J. Rexroth, Investor Relations Administrator (telephone (717) 718-2942). You will not be charged for copies unless you request exhibits, for which we will charge you a minimal fee. However, you will not be charged for exhibits in any case where the exhibit you request is specifically incorporated by reference into another document, which is incorporated by this prospectus.
The York Water Company is a Pennsylvania corporation, which was incorporated by Special Act of the General Assembly of Pennsylvania in 1816 and is the oldest investor-owned utility in Pennsylvania. The Company is engaged in the business of impounding, purifying and distributing water and collecting and treating wastewater within its franchised territory, which is located within York and Adams Counties, Pennsylvania. The Company presently operates under the Pennsylvania Business Corporation Law of 1988, as amended, and the Pennsylvania Public Utility Code and is subject to other information containedregulation by the PPUC. The Company has no direct competitors within its area of operations. Its executive office is located at 130 East Market Street, York, Pennsylvania 17401 and its telephone number is (717) 845-3601.
Investing in orour securities involves risks that could affect us and our business as well as the water supply industry generally. Please see the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 8, 2016, which is incorporated by reference into this prospectusprospectus. Much of the business information as well as the financial and operational data contained in our risk factors are updated in our periodic reports, which are also incorporated by reference into this prospectus. Although we have tried to discuss key factors, please be aware that other risks may prove to be important in the future. New risks may emerge at any applicable prospectus supplement, includingtime and we cannot predict such risks or estimate the extent to which they may affect our financial statementsperformance. Before purchasing our securities, you should carefully consider the risks discussed in our Annual Report on Form 10-K for the year ended December 31, 2015, all of our Quarterly Reports on Form 10-Q filed since that date, and the related notesother information in this prospectus, as well as the documents incorporated by reference herein. AdditionalEach of the risks and uncertainties not presently known to us at this time or that we currently deem immaterial may also materially and adversely affect our business and operations. In that case,described could result in a decrease in the trading pricevalue of our securities could decline and your investment in them.
The following question and answer statement details the provisions of the Company's Plan. If you might losebecome a Participant in the Company's Plan, the Company recommends that you retain this Prospectus for future reference.
1.What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of the Company's Common Stock with a convenient and economical method of purchasing from the Company, shares of Common Stock of the Company without payment of brokerage commission or other charge.
Reinvestment of dividends and direct stock purchases under the Plan will provide the Company with funds that will be used for general corporate purposes.
2.What are the advantages of the plan?
Participants in the Plan may elect to have all or a designated portion of cash dividends on their shares of Common Stock automatically reinvested at market prices, less a discount, if applicable. Also, a Participant may elect to receive a part of each dividend in cash, with the balance of each dividend being invested in the Plan. Since August 1, 1997, there has been no maximum reinvestment limitation per dividend; however under the Emergency Economic Stabilization Act passed by Congress in 2008, if you elect partial reinvestment, you must reinvest at least 10% of your investment.dividend distribution each dividend period.
No commission or service or other charge will be paid by Participants in connection with the dividend reinvestment option of the Plan.
New investors can join the Plan by completing and mailing an enrollment form and a check to the Plan Administrator. New investors may also opt to enroll online through the Plan Administrator's website, http://shareholder.broadridge.com/YORW. The minimum purchase for new initial enrollment in the Plan is $500.
Once enrolled in the Plan, Participants may buy additional shares of our common stock at any time for as little as $50 per purchase. The maximum optional cash investment a Participant may make in any calendar year is $40,000.
Participants may also establish recurring automatic withdrawals from a U.S. bank through the Plan Administrator's website, http://shareholder.broadridge.com/YORW. Recurring automatic withdrawals will be made on the tenth of the month and will be invested on the next monthly investment date which is the twentieth of the month. If the twentieth is not a trading day then the investment will be made the next business day. No interest will be paid on funds received but not yet invested.
Full investment of funds will be possible under the Plan because the Plan permits fractions of shares (to three decimal places), as well as whole shares, to be credited to each Participant's account held by the Company. Dividends on both whole shares and on fractions of shares will be credited to each Participant's account for his or her benefit.
The Plan allows Participants to purchase and sell shares of York Water Common Stock directly. There are no commissions or service charges on purchases made under the Plan. Fees charged by the Plan Administrator for sales or other transactions may be lower than commissions and fees charged by a stockbroker.
The Plan Administrator will provide simplified recordkeeping for such shares held in each Participant's account.
The Plan also provides for the safekeeping of the shares held in the shareholder's account with the Company at no cost to the Participant.
Cautionary Note Regarding Forward-Looking Statements3.Who administers the Plan for Participants?
We discuss in this prospectusBroadridge Corporate Issuer Solutions, Inc. administers and in documents that we have incorporated into this prospectus by reference certain matters which are not historical facts, but which are “forward-looking statements.” Words such as “may,” “should,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify “forward-looking statements.” We intend these forward-looking statements to qualifyinterprets the Plan for the safe harbor from liability establishedbenefit of the Participants, keeps records, acts as custodian, sends Statements of Account to Participants and performs any other duties relating to the Plan, all without charge to the Participants. However, charges will be incurred by a Participant upon the Private Securities Litigation Reform Actsale of 1995. These forward-looking statements include, buthis or her shares through a broker or agent (see Question 26), and certain fees may be charged to Participants by brokers when shares are not limitedheld by brokers. All correspondence to statements regarding:the Plan Administrator shall be directed to:
| •For Transaction Processing: | | our expected profitabilityCorrespondence and results of operations;Inquiries: |
| Broadridge Corporate Issuer Solutions, Inc. | | Broadridge Corporate Issuer Solutions, Inc. |
| P.O. Box 1342 | | P.O. Box 1342 |
| Brentwood, NY 11717 | | Brentwood, NY 11717 |
| Attn: Plan Administration Department | | Overnight Mail: |
| | • | | our goals, priorities and plans for, and cost of, growth and expansion;Broadridge Corporate Issuer Solutions Attn: IWS 1155 Long Island Ave Edgewood, NY 11717 |
| Telephone: (844) 317-3311 (toll free) |
| • | | our strategic initiatives; |
|
| • | | the availability of our water supply; |
|
| • | | the water usage by our customers; and |
|
| • | | our ability to pay interest on our debt securities and dividends on our common stock and the rate of those dividends.Internet: http://shareholder.broadridge.com/YORW |
4.Who is eligible to participate in the Plan?
Shareholders of record of the Company's Common Stock are eligible to participate in the Plan, although no shareholder has any obligation to invest in the Plan.
Beneficial owners of the Common Stock whose shares are registered in names other than their own must become holders of record by having their shares transferred into their names to participate in the Plan or else must make their own arrangements with the record owner thereof, such as their broker, banker, custodian or other nominee or agent, to have their beneficially-owned stock participate in the Plan in accordance with the Plan Administrator's requirements. Any beneficial owner of Common Stock who is also a shareholder of record will be treated as a single Participant for purposes of the Plan and will be limited to a single Participant's benefits thereunder.
New investors may make an initial investment of not less than $500 by completing the Enrollment Application and enclosing a check payable to "Broadridge Corporate Issuer Solutions, Inc." for the value of the investment.
5.How can an employee of the Company participate in the Plan?
A Company employee can participate in the Plan only by being or by becoming a registered shareholder. The Company Secretary will provide any assistance desired by any employee concerning participation in the Plan.
6.How does an eligible shareholder become a Participant?
A holder of record of Common Stock of the Company may join the Plan by checking the appropriate box on the Enrollment Application and signing and returning it to the Plan Administrator. An Enrollment Application and a pre-addressed envelope are provided with the Prospectus. Further, an Enrollment Application and envelope for this purpose may be obtained at any time by written request to the Plan Administrator, at the address listed in the response to Question 3. Shareholders can also enroll in the Plan online at http://shareholder.broadridge.com/YORW.
A beneficial owner of Common Stock of the Company whose shares are registered in the name of a broker, banker, custodian or other nominee or agent may make the necessary arrangements with such other party as referred to in the response to Question 4.
7.When may a shareholder join the Plan?
A holder of record of the Company's Common Stock may join the Plan at any time and will become a Participant when the Plan Administrator receives the signed Enrollment Application. Participants in dividend reinvestment will start with the next dividend payable after receipt of an appropriately completed Enrollment Application, provided that the form is received at least 5 business days prior to the record date for a quarterly or special dividend. The record date for quarterly or special dividends is typically the last day of the month preceding the month in which a dividend is to be paid, except in the case of the April 15 quarterly dividend, when the record date is the last business day of February. Should the Enrollment Application not arrive until after this date, participation will begin with the next dividend payment. Payments of dividends on the Company's Common Stock are normally payable on the fifteenth day of January, April, July and October. Special dividends, if any, would normally be paid fifteen days after the record date.
Additional shares can be purchased through the direct stock purchase option at any time as described in the response to Question 20.
8.How does an investor enroll in the Plan if not an existing registered shareholder?
Investors who do not own our common stock, or who wish to establish a separate account, may go to the Plan Administrator's Web site through the "Plan Wizard" link found online under Buy Stock Direct at, http://shareholder.broadridge.com/YORW, and follow the instructions provided. New investors may enroll in the Plan by authorizing a one-time online bank debit from a U.S. bank account for an initial investment of at least $500. New investors may also fill out the Enrollment Application and return it to the Plan Administrator with an enclosed check for at least $500. Investors can receive an Enrollment Application by contacting the Plan Administrator through the channels outlined in the response to Question 3 of this prospectus, or on the internet at http://shareholder.broadridge.com/YORW.
9.Can I have money automatically deducted from my checking or savings account on a recurring basis?
Yes. You can choose to have funds electronically debited monthly from your checking or savings account. You can choose the amount you wish to have debited each month. A direct debit will be made to your checking or savings account on the tenth day of each month. If the tenth is a Saturday, Sunday or holiday, then the debit will be done the next business day. Funds will be invested on the 20th of the month following the direct debit date.
Dividend Reinvestment Options 10.What does the Enrollment Application provide?
The Enrollment Application serves to initiate participation in the Plan by a shareholder or joint shareholders; however, no shareholder is required to elect one of the options and no action is required if a shareholder desires to continue to receive all Company dividends in cash. Specifically, the Enrollment Application provides for the purchase of shares through three investment options:
OPTION 1. FULL DIVIDEND REINVESTMENT.
A Participant checking the "Full Dividend Reinvestment" box directs the Plan Administrator to invest in additional shares, cash dividends on all of the Participant's shares registered in the Participant's name or joint names, as well as on all of the shares credited to the Participant's account under the Plan. In addition, Participants checking the "Full Dividend Reinvestment" box may make additional investments by making optional cash payments as described in the response to Question 20.
OPTION 2. PARTIAL DIVIDEND REINVESTMENT with Partial Cash Dividend.
A Participant checking the "Partial Dividend Reinvestment" box and indicating the number of Participant's whole shares (but not fractional shares) which Participant desires to have participate in the Plan directs the Plan Administrator (1) to invest in additional shares the cash dividends on such number of the Participant's shares registered in the Participant's name or joint names or credited to Participant's account under the Plan and (2) to pay cash dividends to Participant on the balance of Participant's total shares of record or held in the Plan Account; subject, of course, to the Participant's ownership of the number of shares so designated. In the event any Participant erroneously authorizes a dividend reinvestment for a larger number of shares than Participant then owns of record and/or has held in Participant's account under the Plan (the "Plan Account"), such authorization will be limited to the correct number of shares then held by such Participant of record and/or in his or her Plan Account. Under the Emergency Economic Stabilization Act passed by Congress in 2008, if you select partial dividend reinvestment, you must reinvest at least 10% of your dividend distribution each dividend period.
In addition, Participants checking the "Partial Dividend Reinvestment" box may make additional investments by making optional cash payments as described in the response to Question 20.
OPTION 3. CASH PAYMENTS ONLY (NO DIVIDEND REINVESTMENT).
A Participant checking the "Cash Payments Only" box directs the Plan Administrator to pay all dividends in cash. In addition, Participants checking the "Cash Payments Only" box may make additional investments by making optional cash payments as described in the response to Question 20.
If a properly signed Enrollment Application is returned to the Plan Administrator without one of the boxes checked, the shareholder will be enrolled under the "Full Dividend Reinvestment" (Option 1). If an Enrollment Application is returned to the Plan Administrator improperly signed or with inadequate, incorrect, confusing or contradictory information thereon, the form will be returned to the shareholder with a new blank Enrollment Application for correction and completion, except as specified under the above paragraph relating to Option 2.
Any properly completed and signed Enrollment Application held by the Plan Administrator will remain in full force and effect until receipt by the Plan Administrator of a Participant's properly completed and signed new Enrollment Application or other instruction which may modify or terminate such Enrollment Application.
11.How may a Participant change options or instructions under the Plan?
A Participant may change the Participant's investment option or instructions relating thereto at any time by properly completing, signing and returning to the Plan Administrator a written change in instructions or a new Enrollment Application which may be obtained from the Plan Administrator for this purpose, as stated in the response to Question 6.
Withdrawal or Termination 12.How may a Participant withdraw shares from the Plan?
At any time a Participant may withdraw any number of whole shares (but not fractional shares) held by the Plan Administrator in such Participant's Plan Account by signing and delivering to the Plan Administrator a properly completed written Withdrawal Instruction. Future dividends will continue to be invested in accordance with Participant's Enrollment Application as applicable. The Legal Transfer Form may be used as a Withdrawal Instruction.
In the event of a withdrawal of Common Stock held in a Plan Account, book entry shares will be issued in the Participant's name(s) (as shown on the stock records of the Plan Administrator) for the number of whole shares held in the Participant's Plan Account, which the Participant has authorized to be withdrawn. Such forward-looking statements reflect what we currently anticipatewithdrawal alone will happen. not terminate the Plan Account so long as the Participant still owns at least one (1) whole share either of record or in the Plan Account. However, in the event that any Participant has directed withdrawal of all whole shares, and at that time or at any time thereafter is no longer the owner of at least one (1) whole share of record or one (1) whole share in the Participant's Plan Account, a check will be issued to Participant for any remaining fractional share in the Plan Account for the current market value and the Plan Account will be terminated. Nevertheless, such Participant may at any time thereafter rejoin the Plan by becoming the record owner of the Company's Common Stock and properly completing, signing and returning to the Plan Administrator a new Enrollment Application.
13.How may a Participant terminate participation in the Plan?
At any time a Participant may terminate participation in the Plan by signing and delivering to the Plan Administrator a properly completed Termination Instruction. The Legal Transfer form may be used as a Termination Instruction. The participant may also find forms to terminate participation in the Plan by visiting the Plan Administrator's website at http://shareholder.broadridge.com/YORW and following instructions. The participant may also call the toll free number provided in the response to Question 3 to request information on terminating participation in the Plan.
In the case of termination of the Participant's Plan Account: book shares may be issued for all whole shares held in the Plan with a check being issued to the Participant for the cash value of any fractional share, a check may be issued for the cash value of both whole and fractional shares, or the total shares may continue to be held in the Plan Account with future dividends being paid in cash. The cash value of shares is the fair market value determined as of the immediately previous record date for dividend reinvestment purposes, as set forth in the response to Question 15, and future dividends will be paid in cash rather than being reinvested. However, at any time after such termination of a Participant's Plan Account, a Participant may again sign and return to the Company a new Enrollment Application to rejoin the Plan. If the request to terminate is received more than three (3) business days prior to a payable date then that dividend will be paid out in cash. However, if the request to terminate is received less than three (3) business days prior to a payable date, then that dividend will be reinvested and once terminated, all subsequent dividends will be paid out in cash on all balances.
14.When will a Participant's instructions become effective?
A Participant's Enrollment Application will become effective upon receipt and processing by the Plan Administrator as to all dividends declared on or after the next record date. However, a Withdrawal Instruction or Termination Instruction will become effective immediately upon receipt and processing by the Plan Administrator, subject, of course, to any possible delay due to the stock books being closed.
15.What actually happens could differ materiallywill be the price of shares purchased through the reinvestment of dividends under the Plan?
The price for shares under the Plan depends on whether the Plan Administrator obtains shares by purchasing them directly from what we currently anticipateus, or arranges for such purchase by an independent broker dealer in the open market. The Board of Directors of the Company has determined the price of shares of Common Stock purchased from the Company through the reinvestment of dividends will happen. Webe the average for each of the last five trading days preceding the applicable record date for each respective quarterly or special dividend declared by the Company of the mean between the high and the low prices of the Common Stock reported on the NASDAQ Global Select Market. If such high and low prices are not promisingavailable, the purchase price will be determined by the Company on the basis of the latest available market quotations or on such other basis as the Company shall deem lawful and appropriate. Shares purchased under the Plan will be at market-based prices, which may include a discount of up to make5%. At the date of filing this Prospectus, the discount rate is 5%. The Company may reduce or eliminate the 5% discount at any time in its sole discretion. Notice will be given to participants or a public announcement when we think forward-looking statements in this prospectus are no longer accurate, whether aswill be made upon a result of new information, what actually happenschange in the futurediscount. The price for shares purchased in the open market will be equal to the weighted average price of all the shares purchased for the applicable investment.
16.How many shares of Common Stock will be purchased by a Participant?
The number of shares to be purchased from the Company and credited to a Participant's account on any dividend payment date will depend upon the price per share of the Company's Common Stock at its fair market value, less applicable discount, determined as set forth in the response to Question 15, and upon the Participant's dividend amount to be invested. Each Participant's Plan Account will be credited with that number of shares, including fractions computed to three decimal places; equal to the total amount to be invested divided by the applicable purchase price per share.
A Participant may not specify the price at which shares are to be purchased, or otherwise seek to restrict or control the purchase of shares from the Company.
17.Will a Plan Participant be charged for any expenses?
A Plan Participant will not be charged any expenses in connection with participating, entering, withdrawing or canceling such Participant's dividend reinvestment under the Plan. There will be no brokerage commissions or service charges involved with purchases, and all administration costs for the Plan will be paid by the Company. However, if a Participant sells any of his or her shares through a broker upon withdrawing such shares from the Plan, or at any other reason.time, the Participant would be responsible for payment of any applicable brokerage commission (see the response to Question 26), transfer taxes or other charges in connection with such sale and would be subject to applicable Federal and state income taxes (see the responses to Questions 32-35).
18.What is the source of shares purchased under the Plan? Important matters thatShares purchased under the Plan will come from the Company's authorized but previously unissued Common Stock or will be purchased in the open market as directed by the Company.
19.When will dividends be reinvested for Participants in Common Stock of the Company?
Dividends will be reinvested for Participants in Common Stock of the Company and shares thus purchased will be entered in the respective Plan Accounts of Participants on the Company's regular quarterly dividend payment dates, which at the present time are the 15th day of January, April, July and October and on the dividend payment dates of any special cash dividends, if and when paid. Accordingly, Participants will not be entitled to any interest payments thereon but will thereafter receive dividends on the shares so purchased and held by the Plan Administrator in the Plan Accounts of the respective Participants.
Optional Cash Investments 20.How does the cash investment option work? What are the minimum and maximum amounts for optional cash investments?
Participants may affect whatmake optional cash investments at any time in amounts of at least $50, subject to a limitation of $40,000, per calendar year.
21.What will actually happen include, butbe the price of shares purchased through optional cash investments under the Plan?
The market price for our shares under the Plan depends on whether the Plan Administrator obtains shares by purchasing them directly from us or in the open market. The price of shares of Common Stock purchased from the Company through optional cash investments will be 100% of its fair market value, which has been determined by the Board of Directors of the Company to be the average for each of the last five trading days preceding the applicable purchase date of the mean between the high and the low prices of the Common Stock reported on the NASDAQ Global Select Market. If such high and low prices are not limited to:available, the purchase price will be determined by the Company on the basis of 100% of the latest available market quotations or on such other basis as the Company shall deem lawful and appropriate. The price for shares purchased in the open market will be equal to the weighted average price of all the shares purchased by the broker-dealer engaged by the Plan Administrator for the applicable investment.
| • | | changes in weather, including drought conditions; |
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| • | | levels of rate relief granted; |
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| • | | the level of commercial and industrial business activity within our service territory; |
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| • | | construction of new housing within our service territory and increases in population; |
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| • | | changes in government policies or regulations; |
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| • | | our ability to obtain permits for expansion projects; |
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| • | | material changes in demand from customers, including the impact of conservation efforts which may impact the demand of our customers for water; |
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| • | | changes in economic and business conditions, including interest rates, which are less favorable than expected; |
2
| • | | the ability to obtain financing; and |
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| • | | other matters described in the “Risk Factors” section of this prospectus. |
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22.How do I make an optional cash investment?
If an investor is not a registered owner of Proceedsthe Company's common stock, he or she can enroll in the Plan with a minimum initial investment of $500. Subsequent investments of as little as $50, up to a maximum calendar year investment of $40,000 per participant may be made. Optional cash investments may be made by mail by enclosing an Enrollment Application and a check made payable to Broadridge Corporate Issuer Solutions, Inc. or online by visiting the Plan Administrator's web site at http://shareholder.broadridge.com/YORW.
We23.When will optional cash payments be invested?
Optional cash investments received by the Plan Administrator will be invested monthly on the 20th or, if not a trading day, on the next following trading day. No interest will be paid on amounts held by the Company pending investment.
24.Will I be charged fees for optional cash investments?
No. Participants will not be charged any fees in connection with optional cash payments. However, Participants may incur certain charges for certain other transactions, requests or withdrawals under the Plan. (See Question 17 & Question 27)
25.How are payments with "insufficient funds" handled?
If an optional cash payment is made by a check drawn on insufficient funds or incorrect draft information, or the Plan Administrator otherwise does not receive allthe money, the requested purchase will be deemed void, and the Plan Administrator will immediately remove from the Participant's account any shares already purchased upon the prior credit of such funds. The Plan Administrator may, at its discretion, arrange for the sale of such shares to satisfy any uncollected amounts or return such shares to the Company. If the net proceeds from any sale of such shares are insufficient to satisfy the balance due, the Plan Administrator may arrange for the sale of additional shares from the Participant's account as necessary to satisfy the uncollected balance. The Plan Administrator may also arrange for the sale of additional shares from the Participant's Plan Account to satisfy fees charged for any returned check or return of direct debit.
26.How do I sell shares held in my account?
You may instruct the Plan Administrator to sell shares held in your Plan account by usdoing any of the following and is subject to certain restrictions:
| · | Access the Plan Administrator's website at http://shareholder.broadridge.com/YORW. Select "Shareholder Account Access." You will be prompted to enter your account number (provided to you on your account statement) and your social security number (or PIN number,). ." |
| · | Call the toll-free telephone number supplied in this booklet to access the Administrator's automated telephone system. |
| · | Mail the instructions to the Plan Administrator at the address found in the response to Question 3. |
If there is more than one individual owner on the Plan account, all participants must authorize the transaction and sign the instruction.
As with purchases, the Plan Administrator aggregates all requests to sell shares and then sells the total share amount on the open market through the broker-dealer engaged by the Plan Administrator. Sales will be made daily. The Plan Administrator may, at its discretion, sell shares less frequently (but no later than five trading days after receipt) if the total number of shares to be sold is not sufficient.
The selling price will not be known until the sale is completed. Participants should be aware that the price may fluctuate during the period between a request for sale, its receipt by the Plan Administrator, and the ultimate sale on the open market. Instructions sent to the Plan Administrator may not be rescinded.
A check for the proceeds of the sale of shares held through the Plan less applicable taxes, transaction fees, and brokerage commissions will be mailed to the shareholder. Current transaction fees for the sale of shares through the Plan are a flat administrative fee of $15.00 per transaction request and a brokerage commission fee of $0.10 per share sold, which brokerage fee is remitted to the broker-dealer engaged by the Plan Administrator.
27.What are the additional fees associated with the plan?
| Returned Checks | $30.00/check |
| Returned ACH | $25.00/return |
| Historical Research fee | $25.00/request |
| Replacement check fee | $3.00/request |
| Insufficient Funds | $30.00/instance |
| Overnight Mailings | $25.00/mailing |
| Certificate Issuance | $50.00/certificate |
Duplicate Confirmation Statements
| Electronic | No Charge |
| Paper | $10.00 |
Duplicate Account Statements
| Electronic | No Charge |
| Paper | $10.00 |
Participants' Plan Account and Reports 28.Will dividends be paid on shares held in a Participant's Plan Account?
Dividends will be paid on whole shares and any fractional shares held in each Participant's Plan Account, as well as on each Participant's other shares held of record. However, whether such dividends on a Participant's Plan Account are reinvested in additional shares of the Company depends upon the limitations set forth elsewhere in this Prospectus and upon the option chosen by each respective Participant (please see the response to Question 10).
29.Will stock certificates be issued on the reinvestment shares of Participants?
Stock certificates will not be issued for the shares in a Participant's Plan Account except when a specific Withdrawal Instruction for whole share certificates or a Termination Instruction is properly completed, signed and returned to the Plan Administrator (please see Questions 12, 13 and 14 for further details).
Shares credited to a Participant's Plan Account are not available to be pledged as collateral until after a Withdrawal Instruction or Termination Instruction is properly filed and a stock certificate is issued by the Company, as set forth in the response to Questions 12 and 13. Section 16 officers and directors of the Company are not permitted to pledge Company stock.
30.How do I request a stock certificate?
Certificates for full shares held in a Participant's Plan Account may be obtained by writing to the Plan Administrator and requesting the issuance of shares in certificate form. The current fee for certificate issuance is $50.00 per certificate request.
31.What reports will be given to Participants?
A Statement of Account will be sent to Participants at or shortly after each quarterly or special dividend reinvestment and to any Participant affected by any other transaction involving his or her Plan Account.
32.What are the Federal income tax consequences of Plan participation?
The following discussion of Federal income tax consequences is provided for information purposes only and does not constitute a definitive or comprehensive tax analysis. This summary does not describe all of the material federal income tax considerations that may be relevant to Participants in light of their particular circumstances or to Participants that are subject to special rules, such as certain financial institutions, banks, insurance companies, tax-exempt entities, certain former citizens or residents of the United States, dealers in securities, registered undertraders in securities that elect to use a mark-to market method of accounting for federal income tax purposes, partnerships and other pass through entities and persons that would hold common stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated transaction and Participants whose functional currency is not the registration statementU.S. dollar. In addition, this summary does not address the effect of any state, local or other tax laws or any U.S. federal estate, gift or alternative minimum tax considerations. This summary is based upon the Internal Revenue Code of 1986, as amended, administrative pronouncements, judicial decisions and final, temporary and proposed regulations, all as in effect on the date hereof, and all of which this prospectusare subject to change, possibly with retroactive effect. Participants are advised to consult their own tax advisors concerning any Federal income tax questions.
A Participant will be treated for federal income tax purposes as having received, on each dividend payment date, the full amount of dividends reinvested in shares as a cash dividend equal in amount to the fair market value of the purchased shares on the dividend payment date, even though that amount is not actually received in cash. Therefore, Participants will recognize taxable income in an amount equal to the fair market value of the purchased shares. FOR EXAMPLE, in the event of a part. Unless otherwise specifieddividend pursuant to which a Participant received $100.00 in value of Common Stock (i.e., a prospectus supplement accompanying this prospectus, we expectcash equivalent dividend of $95.00), the Participant will be taxable on the full $100.00 in value received pursuant to usethe dividend. The tax basis of the shares credited to the Plan Account of a Participant will be equal to the fair market value of such shares on the dividend payment date ($100 in the example).
Certain dividends are eligible for a reduced rate of federal income taxation for individuals (not exceeding 20%), provided that the dividend is paid with respect to shares held for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date, the individual is not obligated to make related payments with respect to substantially similar or related property, and certain other conditions are met. If such dividends do not qualify for the reduced rates, they will be taxable at regular ordinary income tax rates (at a maximum rate of 39.6%). In addition, investment earnings, such as dividends and gains from the sale or exchange of our common stock will be subject to a 3.8% Medicare tax in the hands of individuals having adjusted gross income in excess of $200,000 ($250,000 in the case of joint returns) (the "Medicare Tax"). The same tax will apply in the case of certain trusts and estates.
A Participant will not realize any taxable income upon the receipt of stock certificates for whole shares that were credited to the Participant's account, either upon the withdrawal by the Participant of shares from the Plan or the termination of the Plan by the Company. In the case of a fractional share, gain or loss, if any, will be recognized when the Participant receives payment from the Company for the fair market value of the fractional share. The amount of such gain or loss will be measured by the difference, if any, between the amount that the Participant receives and the Participant's tax basis in the fractional share.
33.What provisions are made for Participants whose dividends are subject to income tax withholding?
In the case of those Participants whose dividends are subject to United States income tax backup withholding, the Company will apply the net amount of their dividends, after the deduction for taxes, to the purchase of shares of Common Stock. As a general matter, backup withholding is required, at a rate of 28 percent, if (1) the Participant fails to furnish its taxpayer identification number (the "TIN") to the Company as required; (2) the Internal Revenue Service (the "IRS") notifies the Company that the TIN furnished by the Participant is incorrect; (3) the IRS notifies the Company that the Participant has failed to properly report certain payments as required; or (4) the Participant fails to certify under penalties of perjury that it (i) has provided its correct TIN and (ii) is not subject to backup withholding.
Participants who are not U.S. persons are generally subject to U.S. withholding tax with respect to dividends on shares held in their accounts. The amount of withholding is determined in accordance with U.S. Treasury Regulations (which may, among other things, permit withholding from the gross amount of a dividend, without regard to earnings and profits) and is imposed at a 30 percent rate, unless a lower rate is provided for in an applicable income tax treaty. Additionally, starting in 2014, dividends and sales proceeds payable to foreign shareholders will be subject to special reporting rules referred to as "FATCA". If these rules are not complied with, such dividends and sales proceeds will be subject to withholding tax at a rate of 30% notwithstanding a treaty that provides for a lower rate.
For Participants who are subject to U.S. withholding tax or backup withholding, the Company or the applicable withholding agent will withhold the required taxes from the gross dividends or proceeds from the sale of the shares. The dividends or proceeds of a sale received by the Participant, or dividends reinvested on behalf of the Participant, will be net of the withheld amounts.
34.What is the tax treatment of cash received by a Participant upon the Participant's sale of shares received by the Participant pursuant to the Plan?
Assuming that the shares are held as capital assets, a Participant who sells shares to a third party will recognize either short-term or long-term capital gain or loss, depending on his or her particular circumstances, the tax basis of his shares, and the period of time he has held his shares. Note that the Medicare Tax will apply to gains from the sale of our securities for general corporate purposes, which may include, among other things, reductioncommon stock.
35.What are the state or refinancinglocal income tax consequences of debtPlan participation?
Participants are advised to consult their own tax advisors as to any state or other corporate obligations, potential acquisitionslocal income tax consequences of complementary businesses, the financingPlan participation.
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Plan Administrator's Responsibility 36.What is the Plan Administrator's responsibility under the Plan?
The actual applicationPlan Administrator will be responsible to administer the Plan, keep records, act as custodian, send Statements of Account to Participants periodically and perform any other duties relating to the Plan in conformity with this Prospectus and the option chosen by each Participant under the response to Question 10, all at no cost to the Participant.
EACH Participant AGREES, as part of the Plan and in consideration of the opportunity of joining the Plan, that the Plan Administrator in administering the Plan will have NO LIABILITY for any good faith action or good faith omission to act, including, without limitation, any claim of liability (i) arising out of failure to terminate a participant's account, sell stock held in the Plan, or invest optional cash payments; or (ii) with respect to the prices at which stock is purchased or sold for the Participant's account and the time such purchases or sales are made.
Other Miscellaneous Information 37.How will a Plan Account be affected by the sale of all the Participant's shares?
When a Participant no longer owns at least one whole share of the Company's Common Stock either of record or in a Plan Account, the Participant's Plan Account will be terminated and a check for the fair market value of any fractional share will be issued, as referred to in the response to Question 13. However, so long as there is at least one whole share held by a Participant of record or in a Plan Account, dividends on any whole and any fractional shares owned of record or in the Plan Account will continue to be reinvested until the Company is otherwise directed by Participant.
38.How will a Plan Account be affected by a stock dividend, stock split or rights offering?
In the event of any stock dividend or split of shares, Participant's Plan Account will be adjusted to reflect the stock dividend or stock split for all shares held in the Plan Account. In the event of a rights offering, the Participant will receive rights both on shares held by the Participant of record and on those shares held in the Plan Account. All shares will be credited to the Participant's Plan Account. Transaction processing may either be curtailed or suspended until the completion of any stock dividend, stock split or corporate action.
39.How will a Participant vote shares in a Plan Account at meetings of shareholders?
Each Participant will receive a single proxy covering the total number of shares held by a Participant of record and those held in the Plan Account, which shares may then be voted by proxy or at the meeting in person.
40.May the Company change or discontinue the Plan?
The Company reserves the right to suspend, modify or terminate the Plan at any time. Neither the Company nor the Plan Administrator will be liable for any such action. All Participants will receive notice of any such action. However, the Company's present intention is not to suspend or terminate the Plan (1) until an insufficient number of unissued shares remains out of the 500,000 shares covered by this Prospectus for the purpose of satisfying Plan requirements, including for any future regular or special dividend (unless additional shares for use under the Plan have been properly registered by the Company with the Commission and the PPUC has approved the necessary Securities Certificate), or (2) until such future time as the Company may then decide it to be advisable to discontinue such Plan. Upon any termination of the Plan by the Company, a stock certificate will be issued to each Participant for all whole shares held in the Plan, plus a check for the value of any fractional share at the fair market value, determined as of the immediately previous record date for dividend reinvestment purposes as set forth in the response to Question 15. In the event of any such Company termination of the Plan, the Company reserves the right at any time thereafter to reinstate the Plan or institute a different dividend reinvestment plan upon complying with all necessary governmental registrations, filings and approvals.
The Company also reserves the right from time to time to adopt, change or discontinue administrative rules and regulations governing the administration of the Plan as the Company may deem both lawful and appropriate or desirable for such purpose. The Company or the Plan Administrator each reserve the right, in its sole discretion, to deny, suspend or terminate participation by a participant who is using the Plan for purposes inconsistent with the intended purpose of the Plan.
41.Does the Plan require any governmental approvals?
The Plan initially became effective when the PPUC registered a Securities Certificate on December 17, 1982. An increase in the authorized shares to 120,000 from 60,000 (on a pre-split basis) became effective when the PPUC registered a Securities Certificate on February 3, 1994. The Plan was amended to reflect the elimination of the par value of the Common Stock approved by the shareholders and the four-for-one stock split declared by the Board of Directors on May 5, 1997, and the PPUC registered a Securities Certificate applicable to the amended Plan on May 22, 1997. In association with the 1997 amendment to the Plan and four-for-one stock split, the number of authorized shares under the Plan was increased to 480,000 from 120,000. The Plan has been further amended to increase the number of authorized shares to 960,000 from 480,000, and the PPUC registered a Securities Certificate applicable to the amended Plan on March 8, 2001. In 2006, the Plan was amended to reflect the change of the name of the Plan, the addition to the Plan of the optional cash investment and sales of Company shares options and the Company's two-for-one stock split effective May 21, 2002 and its three-for-two stock split effective as of September 11, 2006. The PPUC registered a Securities Certificate applicable to the amended Plan on April 9, 2008, and another on June 11, 2015 increasing the number of authorized shares under the plan by 950,000 shares.
42.Are the subject matter captions and questions herein contained part of the Plan?
The captions and questions contained in this Prospectus are for reference purposes only, are not all inclusive and, accordingly, are not properly part of the Plan.
43.What law governs the Plan?
The Terms and Conditions of the Plan are governed by the laws of the Commonwealth of Pennsylvania.
USE OF PROCEEDS
The proceeds from the sale of securities issued hereunder will be described in the applicable prospectus supplement relating thereto. The precise amount and timingCommon Stock of the application of such proceeds will depend upon our funding requirements andCompany pursuant to the availability and cost of other funds. We currently have no plans for specific use of the net proceeds. We will specify the principal purposes for which the net proceeds from the sale of our securitiesPlan will be used in a prospectus supplement at the time of sale.for general corporate purposes.
DESCRIPTION OF CAPITAL STOCK Ratio of Earnings to Fixed Charges
Our ratio of earnings to fixed charges for the periods indicated below were as follows:
| | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2009 | | 2008 | | 2007 | | 2006 | | 2005 |
| Ratio of earnings to fixed charges | | | 3.37 | | | | 3.07 | | | | 3.39 | | | | 3.19 | | | | 3.51 | |
The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges. For the purpose of this computation, earnings have been calculated by adding pre-tax income from continuing operations, fixed charges and amortized capitalized interest. Fixed charges consist of interest cost, whether expensed or capitalized and amortized debt expenses.
3
Description of Debt Securities
This prospectus describes the general terms and provisions of the debt securities we may offer and sell by this prospectus. When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a prospectus supplement. We will also indicate in the prospectus supplement whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.
We may offer under this prospectus up to $40,000,000 in aggregate principal amount of debt securities, or if debt securities are issued at a discount, such principal amount as may be sold for an initial public offering price of up to $40,000,000. However, in September, 2009, we obtained a Securities Certificate from the PPUC to issue up to $25,000,000 of debt securities from time to time. Prior to issuing more than $25,000,000 of debt securities under this prospectus, we will be required to obtain an additional Securities Certificate from the PPUC for such excess amount.
We may offer debt securities in the form of either senior debt securities or subordinated debt securities. The senior debt securities and the subordinated debt securities are together referred to in this prospectus as the “debt securities.” Unless otherwise specified in a prospectus supplement, the senior debt securities will be our direct, unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. The subordinated debt securities generally will be entitled to payment only after payment of our senior debt.
The debt securities will be issued under an indenture between us and a trustee, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. We have summarized the general features of the debt securities to be governed by the indenture. The summary is not complete. The executed indenture will be incorporated by reference from a current report on Form 8-K. We encourage you to read the indenture, because the indenture, and not this summary, will govern your rights as a holder of debt securities. Capitalized terms used in this summary will have the meanings specified in the indenture. References to “we,” “us” and “our” in this section, unless the context otherwise requires or as otherwise expressly stated, refer to The York Water Company.
General
The terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors, or a committee thereof, and set forth or determined in the manner provided in an officers’ certificate or by a supplemental indenture. The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series, including any pricing supplement.
We may issue an unlimited amount of debt securities under the indenture, and the debt securities may be in one or more series with the same or various maturities, at par, at a premium or at a discount. Except as set forth in any prospectus supplement, we will also have the right to reopen a previous series of debt securities by issuing additional debt securities of such series without the consent of the holders of debt securities of the series being reopened or any other series. Any additional debt securities of the series being reopened will have the same ranking, interest rate, maturity and other terms as the previously issued debt securities of that series. These additional debt securities, together with the previously issued debt securities of that series, will constitute a single series of debt securities under the terms of the applicable indenture.
We will set forth in a prospectus supplement, including any pricing supplement, relating to any series of debt securities being offered, the aggregate principal amount and other terms of the debt securities, which will include some or all of the following:
| • | | the form (including whether the debt securities will be issued in global or certificated form) and title of the debt securities; |
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| • | | the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities; |
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| • | | any limit on the aggregate principal amount of the debt securities; |
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| • | | the date or dates on which we will pay the principal on the debt securities; |
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| • | | the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest; |
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| • | | the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date; |
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| • | | the place or places where principal of, and premium and interest on, the debt securities will be payable; |
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| • | | the terms and conditions upon which we may redeem the debt securities; |
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| • | | any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities; |
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| • | | the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations; |
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| • | | the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof; |
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| • | | the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount; |
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| • | | any provisions relating to any security provided for the debt securities; |
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| • | | any addition to or change in the events of default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities; |
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| • | | any addition to or change in the covenants described in this prospectus or in the indenture with respect to the debt securities; |
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| • | | any conversion provisions, including the security into which the debt securities are convertible, the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option of the holder or at our option, the events requiring an adjustment of the conversion price and provisions affecting conversion if such series of debt securities are redeemed; |
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| • | | whether the debt securities will be senior debt securities or subordinated debt securities and, if applicable, a description of the subordination terms thereof; |
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| • | | any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities; and |
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| • | | any other terms of the debt securities, which may modify, delete, supplement or add to any provision of the indenture as it applies to that series. |
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We will provide you with information on the federal income tax considerations and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.
Transfer and Exchange
Each debt security will be represented by either one or more global securities registered in the name of The Depositary Trust Company, as Depositary, or a nominee (we will refer to any debt security represented by a global debt security as a “book-entry debt security”), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated security as a “certificated debt security”) as set forth in the applicable prospectus supplement.
You may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of the indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange.
You may effect the transfer of certificated debt securities and the right to receive the principal of, and any premium and interest on, certificated debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.
No Protection in the Event of a Change of Control
Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) which could adversely affect holders of debt securities.
Covenants
We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, any person, which we refer to as a successor person, unless:
| • | | we are the surviving corporation or the successor person (if other than us) is organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture; |
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| • | | immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, shall have occurred and be continuing under the indenture; and |
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| • | | certain other conditions are met, including any additional conditions described in the applicable prospectus supplement. |
Events of Default
Event of default means, with respect to any series of debt securities, any of the following:
default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of that default for a period of 30 days (unless the entire amount of
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| | | the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period); |
| • | | default in the payment of principal of or premium on any debt security of that series when due and payable; |
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| • | | default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 90 days after we receive written notice from the trustee or we and the trustee receive written notice from the holders of not less than a majority in principal amount of the outstanding debt securities of that series as provided in the indenture; |
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| • | | certain events of bankruptcy, insolvency or reorganization of our company; and |
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| • | | any other event of default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. |
No event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of default may constitute an event of default under our bank credit agreements in existence from time to time. In addition, the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain of our other indebtedness outstanding from time to time.
If an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of, and accrued and unpaid interest, if any, on all debt securities of that series. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture. We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default.
The indenture provides that the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of outstanding debt securities, unless the trustee receives indemnity satisfactory to it against any loss, liability or expense. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.
No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:
that holder has previously given to the trustee written notice of a continuing event of default with respect to debt securities of that series; and
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the holders of at least a majority in principal amount of the outstanding debt securities of that series have made written request, and offered reasonable indemnity, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days.
Notwithstanding the foregoing, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, and any premium and interest on, that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment.
If any securities are outstanding under the indenture, the indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. The indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any default or event of default (except in payment on any debt securities of that series) with respect to debt securities of that series if it in good faith determines that withholding notice is in the interest of the holders of those debt securities.
Modification and Waiver
We may modify and amend the indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or amendments. We may not make any modification or amendment without the consent of the holders of each affected debt security then outstanding if that amendment will:
| • | | reduce the amount of debt securities whose holders must consent to an amendment or waiver; |
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| • | | reduce the rate of or extend the time for payment of interest (including default interest) on any debt security; |
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| • | | reduce the principal of, or premium on, or change the fixed maturity of, any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; |
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| • | | reduce the principal amount of discount securities payable upon acceleration of maturity; |
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| • | | waive a default in the payment of the principal of, or premium or interest on, any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); |
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| • | | make the principal of, or premium or interest on, any debt security payable in currency other than that stated in the debt security; |
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| • | | make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, and premium and interest on, those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or |
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| • | | waive a redemption payment with respect to any debt security. |
Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive our compliance with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, or any premium or interest on, any debt security of that series or in respect of a covenant or provision, which cannot be
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modified or amended without the consent of the holder of each outstanding debt security of the series affected;provided, however,that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.
Discharging Our Obligations
We may choose to either discharge our obligations on the debt securities of any series in a legal defeasance, or to release ourselves from our covenant restrictions on the debt securities of any series in a covenant defeasance. We may do so at any time after we deposit with the trustee sufficient cash or government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the debt securities of the series. If we choose the legal defeasance option, the holders of the debt securities of the series will not be entitled to the benefits of the indenture except for registration of transfer and exchange of debt securities, replacement of lost, stolen, destroyed or mutilated debt securities, conversion or exchange of debt securities, sinking fund payments and receipt of principal and interest on the original stated due dates or specified redemption dates.
We may discharge our obligations under the indenture or release ourselves from covenant restrictions only if, in addition to making the deposit with the trustee, we meet some specific requirements. Among other things:
| • | | we must deliver an opinion of our legal counsel that the discharge will not result in holders having to recognize taxable income or loss or subject them to different tax treatment. In the case of legal defeasance, this opinion must be based on either an IRS letter ruling or change in federal tax law; |
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| • | | we may not have a default on the debt securities discharged on the date of deposit; |
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| • | | the discharge may not violate any of our agreements; and |
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| • | | the discharge may not result in our becoming an investment company in violation of the Investment Company Act of 1940. |
Governing Law
The indenture and the debt securities will be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the laws of the State of New York.
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Description of Capital Stock
As of the date of this prospectus, our authorized capital stock consists of 47,000,000 shares, of which 46,500,000 shares are common stock and 500,000 shares are preferred stock, each without par value. As of April 26, 2010,September 28, 2016, there were 12,607,76012,859,387 shares of our common stock outstanding held by 1,6102,068 shareholders of record, andrecord. There are no shares of preferred stock outstanding.
The following descriptionis a brief summary of certain information relating to our capitalcommon stock summarizesand preferred stock. This summary does not purport to be complete and is intended to outline such information in general terms and provisions that apply to our capital stock. Since this is only a summary, it does not contain all of the information that may be important to you. The summary is subject to and qualified in its entirety by reference to our articles of incorporation and our bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part and incorporated by reference into this prospectus. See “Where You Can Find More Information.”only.
Voting Rights
Each share of common stock entitles the holder to one vote excepton each matter presented at a meeting of shareholders or to express consent or dissent to corporate action in the election of directors, where each holder has cumulative voting rights.writing without a meeting. Cumulative voting rights allow a shareholder to cast as many votes in an election of directors as shall equal the numberis not permitted under our articles of such shareholder’s shares multiplied by the number of directorsincorporation. Pursuant to be elected,our Amended and such shareholder may cast all such votes for a single director nominee or distribute votes among two or more nominees in such proportion as such shareholder sees fit. OurRestated By-Laws (the "By-Laws"), our Board of Directors consists of a total of tenat least eight and not more than twelve directors, with three separate classes of directors and with each such class elected every three years to a staggered three-year term of office. As a result of this classification, a greater number of votes are required to elect a director than if the entire Board of Directors were elected at the same time, thus making it more difficult for shareholders even with cumulative voting rights, to obtain board representation in proportion to their shareholdings. The Board believes this provides more continuity and stability to the Board than annual elections.
Dividends
All shares of common stock are entitled to participate pro rata in any dividends declared by our Board of Directors out of funds legally available therefor. Subject to the prior rights of creditors and of any shares of preferred stock, which may be outstanding, all shares of common stock are entitled in the event of liquidation to participate ratably in the distribution of all our remaining assets.
Certain of our trust indentures and agreements relating to our outstanding indebtedness impose restrictions on the payment of dividends. In general, these restrictive provisions prohibit the payment of dividends on our common stock when cumulative dividend payments, over a specified period of time, exceed cumulative net income, over the same period, plus, in certain cases, a specified base amount. In view of our historic net income, management believes that these contractual provisions should not have any direct, adverse impact on the dividends we pay on our common stock. Notwithstanding these contractual provisions, our Board of Directors periodically considers a variety of factors in evaluating our common stock dividend rate. The continued maintenance of the current common stock dividend rate will be dependent upon (i) our success in financing future capital expenditures through debt and equity issuances, (ii) our success in obtaining future rate increases from the PPUC, (iii) future interest rates, and (iv) other events or circumstances which could have an effect on operating results.
Our common stock is traded on The NASDAQ Global Select Market under the trading symbol “YORW.” On April 26, 2010, the last reported sale price of our common stock on The NASDAQ Global Select Market was $14.07 per share. You are urged to obtain current market quotations for our common stock.
We also have 500,000 shares of preferred stock authorized, which our Board of Directors has discretion to issue in such series and with such preferences and rights as it may designate. Such preferences and rights may be superior to those of the holders of common stock. For example, the holders of preferred stock may be given a preference in payment upon our liquidation, or for the payment or accumulation of dividends before any distributions are made to
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the holders of common stock. No shares of the preferred stock are designated or have been issued. The issuance of shares of preferred stock, while potentially providing desirable flexibility in connection with raising capital for our needs and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. We have no present intention to issue shares of preferred stock.
Antitakeover Effects ofAnti-Takeover Provisions Under Pennsylvania Law and of Our BylawsPennsylvania State Law Provisions
We are subject to various anti-takeover provisions of the Pennsylvania Business Corporation Law of 1988, as amended. Generally, these provisions are triggered if any person or group acquires, or discloses an intent to acquire, 20% or more of a corporation’scorporation's voting power, unless the acquisition is under a registered firm commitment underwriting or, in certain cases, approved by the board of directors. These provisions:
| • | · | provide the other shareholders of the corporation with certain rights against the acquiring group or person; |
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| • | · | prohibit the corporation from engaging in a broad range of business combinations with the acquiring group or person; and |
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| • | · | restrict the voting and other rights of the acquiring group or person. |
In addition, as permitted by Pennsylvania law, an amendment to our articles of incorporation or other corporate action that is approved by shareholders may provide mandatory special treatment for specified groups of nonconsenting shareholders of the same class. For example, an amendment to our articles of incorporation or other corporate action may provide that shares of common stock held by designated shareholders of record must be cashed out at a price determined by the corporation, subject to applicable dissenters’dissenters' rights.
Certain provisions of bylaws may have the effect of discouraging unilateral tender offers or other attempts to take over and acquire our business. These provisions might discourage some potentially interested purchaser from attempting a unilateral takeover bid for us on terms, which some shareholders might favor. Our bylawsBy-Laws require our Board of Directors to be divided into three classes that serve staggered three-year terms. The terms of Cynthia A. Dotzel, William T. Morris and Jeffrey S. Osman will expire at the 2010 Annual Meeting of Shareholders. The terms of ThomasErin C. Norris, John L. FinlaysonCasey, Robert P. Newcomer, and Ernest J. Waters, will expire at the 20112017 Annual Meeting of Shareholders. The terms of Michael W. Gang, Jeffrey R. Hines, George W. Hodges, and George Hay Kain, III and Michael W. Gang will expire at the 20122018 Annual Meeting of Shareholders. The terms of James H. Cawley, Jody L. Keller, and Steven R. Rasmussen will expire at the 2019 Annual Meeting of Shareholders.
PPUC Provisions
The PPUC has jurisdiction over a change in control of us or the acquisition of us by a third party. The PPUC approval process can be lengthy and may deter a potentially interested purchaser from attempting to acquire a controlling interest in us.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the common stock is American Stock Transfer & Trust Company, 59 Maiden Lane, New York,Broadridge Corporate Issuer Solutions, Inc, .PO Box 1342, Brentwood, NY 10273.11717.
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Plan of Distribution
We may sell our securities from time to time to or through underwriters, dealers or agents or directly to purchasers, in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. We may also issue these securities as compensation to such agents, underwriters or dealers for making sales of our securities. We may use these methods in any combination.
By Underwriters
We may use an underwriter or underwriters in the offer or sale of our securities.
| • | | If we use an underwriter or underwriters, we will execute an underwriting agreement and the offered securities will be acquired by the underwriters for their own account. |
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| • | | We will include the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, in the prospectus supplement. The underwriter may sell the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions or commissions. |
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| • | | The underwriters will use this prospectus and the prospectus supplement to sell our securities. |
By Dealers
We may use a dealer to sell our securities.
| • | | If we use a dealer, we, as principal, will sell our securities to the dealer. |
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| • | | The dealer will then resell our securities to the public at varying prices that the dealer will determine at the time it sells our securities. |
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| • | | We will include the name of the dealer and the terms of our transactions with the dealer in the prospectus supplement. |
By Agents
We may designate agents to solicit offers to purchase our securities.
| • | | We will name any agent involved in offering or selling our securities and any commissions that we will pay to the agent in the prospectus supplement. |
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| • | | Unless indicated otherwise in the prospectus supplement, our agents will act on a best efforts basis for the period of their appointment. |
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| • | | An agent may be deemed to be underwriters under the Securities Act of any of our securities that they offer or sell. |
By Delayed Delivery Contracts
We may authorize our agents and underwriters to solicit offers by certain institutions to purchase our securities at the public offering price under delayed delivery contracts.
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| • | | If we use delayed delivery contracts, we will disclose that we are using them in the prospectus supplement and will tell you when payment will be demanded and securities delivered under the delayed delivery contracts. |
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| • | | These delayed delivery contracts will be subject only to the conditions set forth in the prospectus supplement. |
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| • | | We will indicate in the prospectus supplement the commission that underwriters and agents soliciting purchases of our securities under delayed delivery contracts will be entitled to receive. |
Direct Sales
We may directly solicit offers to purchase our securities, and we may directly sell our securities to institutional or other investors, including our affiliates. We will describe the terms of our direct sales in the prospectus supplement. We may also sell our securities upon the exercise of rights which we may issue.
Shareholder Subscription Offerings
Direct sales to our shareholders may be accomplished through shareholder subscription rights distributed to shareholders. In connection with the distribution of shareholder subscription rights to shareholders, if all of the underlying securities are not subscribed for, we may sell any unsubscribed securities to third parties directly or through underwriters or agents. In addition, whether or not all of the underlying securities are subscribed for, we may concurrently offer additional securities to third parties directly or through underwriters or agents. The shareholder subscription rights will be distributed as a dividend to the shareholders for which they will pay no separate consideration and will not be transferable. The prospectus supplement with respect to the offer of securities under shareholder subscription rights will set forth the relevant terms of the shareholder subscription rights, including:
| • | | the number of shares of our common stock that will be offered under the shareholder subscription rights; |
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| • | | the period during which and the price at which the shareholder subscription rights will be exercisable; |
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| • | | any provisions for changes to or adjustments in the exercise price of the shareholder subscription rights; and |
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| • | | any other material terms of the shareholder subscription rights. |
General Information
Underwriters, dealers and agents that participate in the distribution of our securities may be underwriters as defined in the Securities Act, and any discounts or commissions they receive and any profit they make on the resale of the offered securities may be treated as underwriting discounts and commissions under the Securities Act. Any underwriters or agents will be identified and their compensation described in a prospectus supplement. We may indemnify agents, underwriters, and dealers against certain civil liabilities, including liabilities under the Securities Act, or make contributions to payments they may be required to make relating to those liabilities. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.
Representatives of the underwriters or agents through whom our securities are or may be sold for public offering and sale may engage in over-allotment, stabilizing transactions, syndicate short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves syndicate sales in excess of the offering size, which creates a syndicate short position. Stabilizing transactions permit bids to purchase the offered securities so long as the stabilizing bids do not exceed a specified maximum.
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Syndicate covering transactions involve purchases of the offered securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the representative of the underwriters or agents to reclaim a selling concession from a syndicate member when the offered securities originally sold by such syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Such stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the offered securities to be higher than it would otherwise be in the absence of such transactions. These transactions may be effected on a national securities exchange and, if commenced, may be discontinued at any time. Underwriters, dealers and agents may be customers of, engage in transactions with or perform services for, us and our subsidiaries in the ordinary course of business.
In compliance with guidelines of the Financial Institution Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement.
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Legal Matters
Certain legal matters with respect to the validity of the securities beingShares offered hereby will behas been passed onupon for usthe Company by Morgan, Lewis & BockiusReed Smith LLP, 2500 One Liberty Place, 1650 Market Street, Philadelphia, Pennsylvania. Any underwriters will be advised about other issues relating to any offering by their own legal counsel.Pennsylvania 19103.
Experts
The financial statements and financial statement schedule as of December 31, 2009 and 2008, and for each of the three years in the periodyear ended December 31, 2009, and management’s assessment of2015, incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2015, were audited by Baker Tilly Virchow Krause, LLP, an independent registered public accounting firm, as stated in their report, as well as their report on the effectiveness of our internal control over financial reporting as of December 31, 2009 (which is included in Management’s Report on Internal Control Over Financial Reporting)2015, which are incorporated herein by reference in this prospectusreference. Such financial statements and financial statement schedule have been so incorporated in reliance onupon the reports of ParenteBeard LLC, an independent registered public accountingsuch firm incorporated herein by reference, given on theupon their authority of said firm as experts in auditingaccounting and accounting.auditing.
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Where You Can Find More InformationThe Pennsylvania Business Corporation Law ("BCL") gives Pennsylvania corporations the power to indemnify present and former officers and directors under certain circumstances. Article VIII of Company's By-Laws contains provisions, which provide for indemnification of certain persons (including officers and directors).
We file annual, quarterlyDirectors' and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330officers' liability insurance has been purchased for further information on the operationall of the public reference room. Our SEC filings areCompany's directors and officers. This insurance also availableinsures the Company against amounts paid by the Company to indemnify covered directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers and controlling persons of the Company pursuant to the public atforegoing provisions, the SEC’s website athttp://www.sec.gov, and through a link on our website athttp://www.yorkwater.com.
Incorporation of Certain Information By Reference
The SEC allows us to “incorporate by reference” into this prospectus informationCompany has been informed that we file with the SEC in other documents. This means that we can disclose important information to you by referring to other documents that contain that information. The information incorporated by reference is considered to be part of this prospectus. Information contained in this prospectus and information that we file with the SEC in the future and incorporate by reference in this prospectus automatically updates and supersedes previously filed information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act prior to the saleand is, therefore, unenforceable.
| • | | Our Annual Report on Form 10-K for the year ended December 31, 2009; |
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| • | | The description of our common stock contained in our registration statement on Form 8-A filed with the SEC, including any amendments or reports filed for the purpose of updating such description; and |
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| • | | All filings we make with the SEC pursuant to the Exchange Act after the date of the initial registration statement, of which this prospectus is a part, and prior to the effectiveness of the registration statement. |
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You may request a copy
THE YORK WATER COMPANY
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN
500,000 Shares Common Stock (no par value)
PROSPECTUS
Dated October 3, 2016
The York Water Company
130 East Market Street
York, Pennsylvania 17401
Attn: Kathleen M. Miller, Chief Financial Officer
Telephone: (717) 845-3601Page 21
You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus. We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Information Not Required In Prospectus
ITEMItem 14. Other Expenses of Issuance and Distribution.Distribution.
The following table sets forth the variousestimated fees and expenses to be incurred in connection with the saleissuance and distribution of the securitiesShares being registered hereby, all of whichon this Registration Statement on Form S-3 will be bornepaid by the registrant. All amounts shownRegistrant and are estimates except the Securities and Exchange Commission registration fee.as follows:
| Accounting fees and expenses | | $ | 6,000 | |
| Legal fees and expenses | | | 12,000 | |
| Miscellaneous | | | 3,000 | |
| Total Expenses | | $ | 21,000 | |
| | | | | |
|
| Securities and Exchange Commission Registration Fee | | $ | 2,852.00 | |
| NASDAQ Global Select Market Fee | | $ | 15,000.00 | |
| Legal fees and expenses | | $ | 200,000.00 | |
| Transfer agent and registrar fees and expenses | | $ | 10,000.00 | |
| Accounting fees and expenses | | $ | 100,000.00 | |
| Printing and engraving expenses | | $ | 50,000.00 | |
| Trustee Services | | $ | 3,000.00 | |
| Miscellaneous | | $ | 19,148.00 | |
| | | | |
| Total Expenses | | $ | 400,000.00 | |
| | | | |
ITEMItem 15. Indemnification of Directors and Officers.Officers.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”"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’sCompany'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’sCompany's By-Laws provides for indemnification of directors, officers and other agents of the Company to the fullest 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’sCompany'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
16
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’sCompany's By-Laws authorizes the Company to further effect or secure its indemnification obligations by purchasing and maintaining insurance. The Company has purchased officers’officers' and directors’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.
ITEMItem 16. List of Exhibits and Financial Schedules..
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
Exhibit No. | | Description of Exhibits |
Exhibit4.1 | | |
Number | | Description |
| | |
1.1 | | FormIndenture, dated as of Underwriting Agreement* |
| | |
3.1 | | AmendedOctober 1, 2010, by and Restated Articles of Incorporation (incorporatedbetween The York Water Company and Manufacturers and Traders Trust Company, as trustee, relative to the $15,000,000 5.0% Monthly Senior Notes, incorporated by reference to Exhibit 4.1 to the Company’sCompany's Current Report on Form 8-K filed with the SEC on August 30, 2006)October 8, 2010. |
| 4.2 | | |
3.2 | | Bylaws (incorporatedFirst Supplemental Indenture, dated as of October 1, 2010, by and between The York Water Company and Manufacturers and Traders Trust Company, as trustee (which includes the form of Note, incorporated by reference to Exhibit 3.2 of4.2 to the Company’sCompany's Current Report on Form 8-K filed with the SEC on January 24, 2007)October 8, 2010. |
| 5.1* | | Opinion of Reed Smith LLP as to the legality of the shares being registered. |
4.423.1* | | FormConsent of Indenture+Baker Tilly Virchow Krause, LLP. |
| 23.2* | | |
5.1 | | Opinion of Morgan, Lewis & Bockius LLP+ |
| | |
12.1 | | Statement Regarding the Computation of Ratio of Earnings to Fixed Charges+ |
| | |
23.1 | | Consent of Morgan, Lewis & BockiusReed Smith LLP (Included(included in Exhibit 5.1) |
| | |
23.2 | | Consent of ParenteBeard LLC+ |
| | . |
| 24.1 | | Power of Attorney (included(set forth on the signature pages) |
| | |
25.1 | | Statementpage of Eligibility and Qualification on Form T-1**this Registration Statement). |
| | |
| * | | To be filed by amendment or as an exhibit to a document to be incorporated by reference in the prospectus forming a part of this registration statement. |
|
** | | To be filed pursuant to the Trust Indenture Act of 1939, as amended. |
|
+ | | Filed herewith. |
Item 17. Undertakings.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;Act of 1933; and
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SECCommission pursuant to Rule 424(b) if, in the aggregate, the changes
17
in volume and price represent no more than a 20 percent20% change in the maximum aggregate offering price set forth in the “Calculation"Calculation of Registration Fee”Fee" table in the effective registration statement; and
(iii) Toto 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, Provided, however, that subparagraphsparagraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in thethis registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of thethis 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 herein,therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered whichthat remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) ifIf the registrant is relying on Rule 430B:
(A) eachEach prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of thethis registration statement as of the date the filed prospectus was deemed part of and included in thethis registration statement; and
(B) eachEach prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of athis registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in thethis registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of thethis registration statement relating to the securities in thethis registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of thethis registration statement or made in a document incorporated or deemed incorporated by reference into thethis registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in thethis registration statement or prospectus that was part of thethis registration statement or made in any such document immediately prior to such effective date.
(5)That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:
Thesecurities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
18
(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’sregistrant's annual report pursuant to Sectionsection 13(a) or Sectionsection 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’splan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shallwill be deemed to be the initial bona fide offering thereof.
(c)The undersigned registrant hereby undertakes that: (1) for purposesto deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of determining any liabilityRule 14a-3 or Rule 14c-3 under the Securities Act, theExchange Act; and, where interim financial information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemedrequired to be partpresented by Article 3 of Regulation S-X are not set forth in the registration statement as of the time it was declared effective; and (2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus, shall be deemedto deliver, or cause to be a new registration statement relatingdelivered to each person to whom the securities offered therein, andprospectus is sent or given, the offering oflatest quarterly report that is specifically incorporated by reference in the prospectus to provide such securities at that time shall be deemed to be the initialbona fideoffering thereof.interim financial information.
(d)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to existingthe foregoing provisions, or arrangements whereby the registrant may indemnify a director, officer or controlling person of the registrant against liabilities arising under the Securities Act, or otherwise, the registrant has been advised that in the opinion of the SEC,Securities and Exchange 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 for 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.
The undersigned hereby undertakes to file an application for the purpose19
SignaturesContents
Page 26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 York, in the CommonwealthCity of York, Pennsylvania, on April 27, 2010.October 3, 2016.
| | | | |
|
THE YORK WATER COMPANY
| |
| By: | THE YORK WATER COMPANY By: /s/ Jeffrey R. Hines | |
| | Name: | Jeffrey R. Hines | |
| | Title: | President & Chief Executive Officer | |
|
Signatures and Power of Attorney
We, the undersigned officers and directors of The York Water Company, hereby severally constitute and appoint Jeffrey R. Hines
Jeffrey R. Hines
President and Kathleen M. Miller and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, with full power of substitution, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-3 filed herewith, any and all pre-effective and post-effective amendments to said Registration Statement and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to file each of the same, with all exhibits thereto, and other documents in connection therewith and generally to do all such things in our name and behalf in our capacities as officers and directors to enable The York Water Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.CEO
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 datesdate indicated. Each person in so signing also makes, constitutes and appoints Jeffrey R. Hines and Kathleen M. Miller and each of them acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute and cause to be filed with the Securities and Exchange Commission, any and all amendments or post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, as the Registrant deems appropriate 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 | Capacity | | | | Date |
Name | | Capacity | | Date |
| | | | | |
By: | /s/Jeffrey R. Hines Jeffrey R. Hines | | President and Chief Executive Officer (Principal Executive Officer and Director (principal executive officer) Director) | | April 27, 2010October 3, 2016 |
| | | | | |
By: | /s/Kathleen M. Miller Kathleen M. Miller | | Chief Financial Officer and Treasurer (principal accounting officer (Principal Accounting Officer and principal financial officer) Chief Financial Officer) | | April 27, 2010October 3, 2016 |
________________________
Erin C. Casey | | | | Director | |
By: | /s/ Thomas C. Norris________________________
James H. Cawley
Thomas C. Norris | | Director | | April 27, 2010 |
| | | | | |
By: | /s/ Cynthia A. DotzelCynthia A. Dotzel | | Director | | April 27, 2010 |
| | | | | |
By: | /s/ John L. FinlaysonJohn L. Finlayson | | Director | | April 27, 2010 |
| | | | | |
By: | /s/ Michael W. Gang
Michael W. Gang | | Director | | April 27, 2010 |
20
| | | | | October 3, 2016 |
Name | | Capacity | | Date |
| | | | | |
By: | /s/George W. Hodges George W. Hodges | | Director | | April 27, 2010October 3, 2016 |
/s/George H. Kain, III George H. Kain, III | Director | | | | October 3, 2016 |
By: | /s/ George Hay Kain, IIIJody L. Keller Jody L. Keller George Hay Kain, III | | Director | | April 27, 2010October 3, 2016 |
/s/Robert P. Newcomer Robert P. Newcomer | Director | | | | October 3, 2016 |
By: /s/Steven R. Rasmussen Steven R. Rasmussen | /s/ William T. MorrisDirector
William T. Morris | | Director | | April 27, 2010October 3, 2016 |
| | | | | |
By: | /s/ Jeffrey S. OsmanJeffrey S. Osman | | Director | | April 27, 2010 |
| | | | | |
By: | /s/ Ernest J. Waters
Ernest J. Waters | Director | Director | | April 27, 2010October 3, 2016 |
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INDEX TO EXHIBITS
Exhibit
Number | Exhibit
Description | Page Number of Incorporation
By Reference |
Exhibit | | |
Number | | Description |
| | |
1.1 | | Form of Underwriting Agreement* |
| | |
3.1 | 3 | Amended and Restated Articles of Incorporation (incorporated | Incorporated herein by referencereference. Filed previously with the Securities and Exchange Commission as Exhibit 3.1 to Form 8-K dated May 4, 2010. |
| 3.1 | Amended and Restated By-Laws | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 3.1 to Form 8-K dated January 26, 2012. |
| 4.2 | Indenture, dated as of October 1, 2010, by and between The York Water Company and Manufacturers and Traders Trust Company, as trustee, relative to the Company’s Current Report on Form 8-K filed$15,000,000 5.0% Monthly Senior Notes | Incorporated herein by reference. Filed previously with the SEC on August 30, 2006)Securities and Exchange Commission as Exhibit 4.1 to the Company's October 8, 2010 Form 8-K. |
| 4.3 | First Supplemental Indenture, dated as of October 1, 2010, by and between The York Water Company and Manufacturers and Traders Trust Company, as trustee (which includes the form of Note) | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 4.2 to the Company's October 8, 2010 Form 8-K |
3.2 | | Bylaws (incorporated by reference | |
| | |
4.4 | | Form of Indenture+ |
| | |
5.1 | | Opinion of Morgan, Lewis & Bockius LLP+ |
| | |
12.1 | | Statement Regarding the Computation of Ratio of Earnings to Fixed Charges+ |
| | |
23.1 | | |
| | |
| 23.2 | | Consent of ParenteBeard LLC+ |
| Reed Smith LLP. | | (Included in Exhibit 5.1) |
| 24.1 | | Power of Attorney (includedAttorney. | (Set forth on the signature pages) |
| | |
25.1 | | Statement of Eligibility and Qualification on Form T-1** |
| | |
* | | To be filed by amendment or as an exhibit to a document to be incorporated by reference in the prospectus forming a partpage of this registration statement. |
|
** | | To be filed pursuant to the Trust Indenture Act of 1939, as amended. |
|
+ | | Filed herewith.Registration Statement) |
22
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