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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21,AUGUST 8, 1995
REGISTRATION NO. 33-
=============================================================================33-60441
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOUTHERN CALIFORNIA WATER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA
95-1243678
(STATE OR OTHER JURISDICTION OF
(I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)
95-1243678
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
630 EAST FOOTHILL BOULEVARD
SAN DIMAS, CALIFORNIA 91773
(909) 394-3600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
PRINCIPAL EXECUTIVE OFFICES)
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JAMES B. GALLAGHER
VICE PRESIDENT-FINANCE,
CHIEF FINANCIAL OFFICER AND SECRETARY
SOUTHERN CALIFORNIA WATER COMPANY
630 EAST FOOTHILL BOULEVARD
SAN DIMAS, CALIFORNIA 91773
(909) 394-3600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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IT IS RESPECTFULLY REQUESTED THAT THE COMMISSION SEND COPIES OF ALL NOTICES,
ORDERS AND COMMUNICATIONS TO:
C. JAMES LEVIN, ESQ.
GARY W. WOLF, ESQ.
O'MELVENY & MYERS
CAHILL GORDON & REINDEL
400 SOUTH HOPE STREET EIGHTY PINE STREET
LOS ANGELES, CALIFORNIA 90071-2899
GARY W. WOLF, ESQ.
CAHILL GORDON & REINDEL
EIGHTY PINE STREET
NEW YORK, NEW YORK 10005-1702
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AGGREGATE AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE PRICE PER OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SECURITY PRICE REGISTRATION FEE
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Debt Securities....................... (1)(2) (3) (1)(2) NA
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Common Stock (par value
$2.50 per share).................... (1)(4) (3) (1)(4) NA
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Total............................. (3) $24,138(5)
==========================================================================================================
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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(Footnotes from preceding page)
(1) In no event will the aggregate maximum offering price of all securities
issued pursuant to this Registration Statement exceed $70,000,000 or, if
Debt Securities are issued with original issue discount, such greater amount
as shall result in an aggregate offering price of $70,000,000.
(2) Subject to Footnote (1), there is being registered hereunder an
indeterminate principal amount of Debt Securities.
(3) The proposed maximum offering price per security will be determined, from
time to time, by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder.
(4) Subject to Footnote (1), there is being registered hereunder an
indeterminate number of shares of Common Stock (par value $2.50 per share)
as may be sold, from time to time, by the Registrant.
(5) Calculated pursuant to Rule 457(a) of the rules and regulations under the
Securities Act of 1933, as amended.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 21,AUGUST 8, 1995
PROSPECTUS
SOUTHERN CALIFORNIA WATER COMPANY
SECURITIES
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Southern California Water Company (the "Company") may offer from time to
time, in one or more series, its unsecured debt securities (the "Debt
Securities"), and shares of its Common Shares, par value $2.50 per share (the
"Common Shares"). The Debt Securities and the Common Shares are collectively
referred to herein as the "Securities." The Securities will have an aggregate
offering price not exceeding $70,000,000 and will be offered on terms to be
determined at the time of offering.
In the case of Debt Securities, the specific title, the aggregate principal
amount, the purchase price, the maturity, the rate and time of payment of any
interest, any redemption or sinking fund provisions, any conversion provisions
and any other specific terms of the Debt Securities will be set forth in an
accompanying supplement to this Prospectus (a "Prospectus Supplement"). In the
case of Common Shares, the specific number of shares and issuance price per
share will be set forth in an accompanying Prospectus Supplement. Unless
otherwise disclosed in the applicable Prospectus Supplement, the Common Shares
will be listed on the New York Stock Exchange under the symbol "SCW."
Securities may be sold directly, through agents from time to time or
through underwriters and/or dealers. If any agent of the Company or any
underwriter is involved in the sale of the Securities, the name of such agent or
underwriter and any applicable commission or discount will be set forth in the
accompanying Prospectus Supplement. See "Plan of Distribution."
The Debt Securities, if issued, will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. See "Description of
Debt Securities."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THE DATE OF THIS PROSPECTUS IS , 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at Room 1024 of the offices of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should be available for inspection and copying at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, New York, New York 10048
and Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained from the principal
offices of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The issued and outstanding Common
Shares of the Company are listed on the New York Stock Exchange, and such
reports, proxy statements and other information can also be inspected at such
Exchange.
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933 and reference is hereby made to such
Registration Statement, including the exhibits thereto.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents of the
Company filed with the Commission (file no. 0-1121): (1) Annual Report on Form
10-K for the fiscal year ended December 31, 1994; (2) Quarterly Report on Form
10-Q for the quarter ended March 31, 1995; (3) Amendment No. 1 to Quarterly
Report on Form 10-Q/A for the quarter ended March 31, 1995; (4) Quarterly Report
on Form 10-Q for the quarter ended June 30, 1995; and (4)(5) all documents filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, subsequent to the date of this Prospectus and
prior to the termination of the offering of the Securities.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
in a Prospectus Supplement or in any subsequently filed document which is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial holder, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all the foregoing
documents incorporated by reference herein, including exhibits specifically
incorporated by reference in such documents but excluding all other exhibits to
such documents. Requests should be made to Southern California Water Company,
630 East Foothill Boulevard, San Dimas, California 91773 (Telephone: (909)
394-3600), Attention: Office of the Treasurer.
THE COMPANY
The Company is a public utility regulated by the California Public
Utilities Commission (the "CPUC"). The Company is engaged in the purchase,
production, distribution and sale of water and in the purchase, distribution and
sale of electricity.
The Company was incorporated in California in 1929. Its executive offices
are located at 630 East Foothill Boulevard, San Dimas, California 91773, and its
telephone number is (909) 394-3600.
USE OF PROCEEDS
The Company is unable to predict either the number of Common Shares or the
amount of Debt Securities that will ultimately be sold or the prices at which,
or other terms upon which, such Securities will be sold. However, the Company
proposes to use the net proceeds from the sale of such Securities for the
reimbursement of moneys actually expended from income, or from other moneys in
the Company's treasury, for the acquisition of property, for the construction,
completion, extension or improvement of the Company's facilities or for other
general corporate purposes. Such proceeds initially may be used to reduce
short-term borrowings or may be invested in short-term securities. Such proceeds
may also be used to refund certain existing debt obligations with maturities in
excess of one year, in which event such refunded debt obligations will be
specified in an applicable Prospectus Supplement.
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SELECTED FINANCIAL DATA
The following table sets forth selected financial and other data for the
Company and its consolidated subsidiaries for the periods indicated. Such
information is qualified in its entirety by the more detailed financial
information set forth in the financial statements and the notes thereto
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference."
AT OR FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND
RATIOS)
BALANCE SHEET DATA
Total assets................................ $383,627 $358,533 $312,491 $293,444 $268,028
Total utility plant......................... 314,879 294,990 277,525 258,558 235,713
Capital additions........................... 30,935 28,500 28,162 32,472 27,077
Long-term debt.............................. 92,891 84,286 84,195 82,634 67,246
Preferred Shares subject to mandatory
redemption................................ 560 600 640 680 720
Common equity............................... 118,962 116,463 88,229 83,162 71,141
Total capitalization........................ 214,013 202,949 174,664 168,076 140,707
INCOME STATEMENT DATA
Total operating revenues.................... 122,675 108,506 100,660 90,660 87,340
Net gain from sale of operating
properties................................ 313 -- 849 5,463 --
Net income.................................. 11,338 12,026 12,142 15,363 8,907
Earnings available for common
shareholders.............................. 11,240 11,926 12,040 15,259 8,801
Earnings per Common Share................... 1.43 1.66 1.82 2.34 1.41
Dividends declared per Common Share......... $1.20 $1.19 $1.15 $1.10 $1.08
Ratio of earnings to fixed charges.......... 3.55 3.05 3.41 2.92 3.23
Ratio of debt to total capitalization....... 43.4% 41.5% 48.2% 49.2% 47.8%
DESCRIPTION OF DEBT SECURITIES
Debt Securities may be issued from time to time in series under the
Indenture, dated as of September 1, 1993 (the "Indenture"), between the Company
and Chemical Trust Company of California, as trustee (the "Trustee"), or such
other trustee as may be designated in a Prospectus Supplement. As used under
this caption, unless the context otherwise requires, "Offered Debt Securities"
shall mean the Debt Securities offered by this Prospectus and the accompanying
Prospectus Supplement. The statements under this caption are brief summaries of
certain provisions contained in the Indenture, do not purport to be complete and
are qualified in their entirety by reference to the Indenture, including the
definitions therein of certain terms, which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The following sets
forth certain general terms and provisions of the Debt Securities. Further terms
of the Offered Debt Securities will be set forth in a Prospectus Supplement.
GENERAL
The Indenture provides for the issuance of Debt Securities in series and
does not limit the principal amount of Debt Securities which may be issued
thereunder.
Reference is made to the applicable Prospectus Supplement for the following
terms of the Offered Debt Securities: (1) the designation, aggregate principal
amount and denominations; (2) the price at which such Debt Securities will be
issued and, if an index formula or other method is used, the method for
determining amounts of principal or interest; (3) the maturity date and other
dates, if any, on which principal will be payable; (4) the interest rate or
rates (which may be fixed or variable), if any; (5) the date or dates from which
interest will accrue and on which interest will be payable, and the record dates
for the payment of interest; (6) the manner of paying principal or interest; (7)
the places where principal and interest will be
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payable; (8) the terms of any mandatory or optional redemption by the Company;
(9) the terms of any redemption at the option of Holders; (10) whether and upon
what terms any Debt Securities may be exchanged; (11) whether such Debt
Securities are to be represented in whole or in part by a Debt Security in
global form and, if so, the identity of the depositary ("Depositary") for any
global Debt Security; (12) any tax indemnity provisions; (13) the amount or
portion of principal payable upon acceleration of a discounted Debt Security;
(14) whether and upon what terms Debt Securities may be defeased; (15) any
events of default or restrictive covenants in addition to or in lieu of those
set forth in the Indenture; (16) provisions for electronic issuance of Debt
Securities or for Debt Securities in uncertificated form; and (17) any
additional provisions or other special terms not inconsistent with the
provisions of the Indenture, including any terms that may be required or
advisable under United States or other applicable laws or regulations, or
advisable in connection with the marketing of the Debt Securities.
One or more series of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or bearing interest at a rate which at the time
of issuance is below market rates) to be sold at a substantial discount below
their stated principal amount. Tax and other special considerations applicable
to any such discounted Debt Securities will be described in the Prospectus
Supplement relating thereto.
STATUS OF DEBT SECURITIES
The Debt Securities will be unsecured and unsubordinated obligations of the
Company and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company. At the date of this Prospectus, the Company had no
outstanding indebtedness for money borrowed secured by a mortgage or pledge of
or lien on assets.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in global
form. A Debt Security in global form will be deposited with, or on behalf of, a
Depositary, which will be identified in an applicable Prospectus Supplement. A
global Debt Security may be issued in either registered or bearer form and in
either temporary or permanent form. Unless and until it is exchanged in whole or
in part for Debt Securities in definitive form, a Debt Security in global form
may not be transferred except as a whole by the Depositary for such Debt
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor. If any Debt Securities of a series are issuable in global form, the
applicable Prospectus Supplement will describe the circumstances, if any, under
which beneficial owners of interests in any such global Debt Security may
exchange such interests for definitive Debt Securities of such series and of
like tenor and principal amount in any authorized form and denomination, the
manner of payment of principal of, premium and interest, if any, on any such
global Debt Security and the material terms of the depositary arrangement with
respect to any such global Debt Security.
ABSENCE OF RESTRICTIVE COVENANTS
The Company is not restricted by the Indenture from paying dividends or
from incurring, assuming or becoming liable for any type of debt or other
obligations, including obligations secured by property of the Company. The
Indenture does not require the maintenance of any financial ratios or specified
levels of net worth or liquidity. The Indenture does not contain a covenant or
other provision that specifically is intended to afford the holders of the Debt
Securities special protection in the event of a highly leveraged transaction.
SUCCESSOR CORPORATION
The Indenture provides that the Company may consolidate with, or transfer
all or substantially all of its assets to, or merge with or into, any other
corporation, provided, that in any such case: (i) the surviving Company is a
corporation organized and existing under the laws of the United States or any
state thereof and, if not the Company, assumes, by supplemental indenture, all
of the obligations of the Company under the Debt Securities and the Indenture
and (ii) immediately after such merger or consolidation, or such transfer,
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no default exists in the performance of any such obligation. Subject to certain
limitations in the Indenture, the Trustee may receive from the Company an
officer's certificate and an opinion of counsel as conclusive evidence that any
such consolidation or transfer, and any such assumption, complies with the
provision of the Indenture.
EVENTS OF DEFAULT
An "Event of Default" with respect to a series of Debt Securities will
occur if: (1) the Company defaults in any payment of interest on any Debt
Securities of the series when the same becomes due and payable and the Default
continues for a period of 60 days; (2) the Company defaults in the payment of
the principal of any Debt Securities of the series when the same becomes due and
payable at maturity or upon redemption, acceleration or otherwise and the
Default continues for a period of three business days; (3) the Company defaults
in the payment or satisfaction of any sinking fund obligation with respect to
any Debt Securities of a series as required by the Securities Resolution or
supplemental indenture establishing such series and the Default continues for a
period of three business days; (4) the Company defaults in the performance of
any of its other agreements applicable to the series and the Default continues
for 90 days after the notice specified below; (5) the Company pursuant to or
within the meaning of any Bankruptcy Law: (A) commences a voluntary case, (B)
consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a Custodian for it or for all or
substantially all of its property, or (D) makes a general assignment for the
benefit of its creditors; (6) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that: (A) is for relief against the Company
in an involuntary case, (B) appoints a Custodian for the Company or for all or
substantially all of its property, or (C) orders the liquidation of the Company;
and the order or decree remains unstayed and in effect for 60 days; or (7) any
other event of default provided for in the series occurs.
"Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or State
law for the relief of debtors.
"Custodian" means any receiver, trustee, assignee, liquidator or a similar
official under any Bankruptcy Law.
"Default" means any event which is, or after notice or passage of time
would be, an Event of Default. A Default described in clause (4) above is not an
Event of Default until the Trustee or the Holders of at least 33-1/33 1/3% in
principal amount of the series notify the Company of the Default and the Company
does not cure the Default within the time specified after receipt of the notice.
The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Debt Securities of the series. Subject to certain limitations,
Holders of a majority in principal amount of the Debt Securities of the series
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the series notice of any continuing Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in their interest. The Company is required to furnish the Trustee,
annually, a brief certificate as to the Company's compliance with all conditions
and covenants under the Indenture.
The Indenture does not have a cross-default provision. Thus, a default by
the Company on any other debt would not constitute an Event of Default. A
Default on any series of Debt Securities shall not constitute a Default on any
other series unless so provided in such other series.
AMENDMENTS AND WAIVERS
Unless the Securities Resolution establishing the terms of a series
otherwise provides, the Indenture and the Debt Securities of a series may be
amended, and any default may be waived as follows. The Debt Securities and the
Indenture may be amended with the consent of the holders of a majority in
principal amount of the Debt Securities of all series affected voting as one
class. Unless the Securities Resolution establishing the terms of the series
otherwise provides, a default on a series may be waived with the consent of the
holders of a majority in principal amount of the Debt Securities of the series.
However, without the consent of each Holder affected, no amendment or waiver may
(1) reduce the amount of Debt Securities whose holders must consent to an
amendment or waiver, (2) reduce the interest on or change the time for payment
of interest on any Debt Security, (3) change the dates on which principal and
interest on any Debt
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Security are payable, (4) change the times at which principal or sinking fund
payments are payable pursuant to, or the amounts of principal or sinking fund
payments subject to, provisions, if any, relating to mandatory redemption,
redemption at the option of the Holder or sinking fund payments, (5) reduce the
principal of any non-discounted Debt Security or reduce the amount of principal
of any discounted Security that would be due on acceleration thereof, or (6)
waive any default in payment of interest on or principal of a Debt Security.
Without the consent of any Holder, the Indenture, the Debt Securities or any
coupons may be amended to cure any ambiguity, omission, defect or inconsistency;
to provide for assumption of Company obligations to Holders in the event of a
merger or consolidation requiring such assumption; to provide that specific
provisions of the Indenture not apply to a series of Securities not previously
issued; to create a series and establish its terms; to provide for a separate
Trustee for one or more series; or to make any change that does not materially
adversely affect the rights of any Securityholder.
DEFEASANCE
Debt Securities of a series may be defeased in accordance with their terms
and, unless the Securities Resolution establishing the terms of the series
otherwise provides, as set forth below. The Company at any time may terminate as
to a series all of its obligations (except for certain obligations with respect
to the defeasance trust and obligations to register the transfer or exchange of
a Debt Security, to replace destroyed, lost or stolen Debt Securities and to
maintain agencies in respect of the Debt Securities) with respect to the Debt
Securities of the series and the Indenture ("legal defeasance"). The Company at
any time may terminate as to a series its obligations, if any, with respect to
the Debt Securities of the series under the covenants, if any, described in the
Prospectus Supplement ("covenant defeasance").
The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, a series may not be accelerated because of an Event of
Default. If the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to the covenants described in the Prospectus
Supplement.
To exercise either defeasance option as to a series, the Company must
deposit in trust (the "defeasance trust") with the Trustee money or U.S.
Government Obligations for the payment of principal, premium, if any, and
interest on the Debt Securities of the series to redemption or maturity and must
comply with certain other conditions. In particular, the Company must obtain an
opinion of tax counsel that the defeasance will not result in recognition of any
gain or loss to Holders for Federal income tax purposes. "U.S. Government
Obligations" are direct obligations of the United States of America which have
the full faith and credit of the United States of America pledged for payment
and which are not callable at the issuer's option, or certificates representing
an ownership interest in such obligations.
REGARDING THE TRUSTEE
Chemical Trust Company of California will act as Trustee and Registrar for
Debt Securities issued under the Indenture and, unless otherwise indicated in a
Prospectus Supplement, the Trustee will also act as Transfer Agent and Paying
Agent with respect to the Debt Securities. The Company may remove the Trustee
with or without cause if the Company so notifies the Trustee one month in
advance and if no Default occurs or is continuing during the one-month period.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by and construed in
accordance with the laws of the State of California.
DESCRIPTION OF CAPITAL SHARES
The authorized capital stock of the Company consists of 10,000,000 Common
Shares, par value $2.50 per share, and two classes of Preferred Shares,
consisting of 150,000 $100 Preferred Shares, par value $100 per share (the "$100
Preferred Shares"), and 88,000 Preferred Shares, par value $25 per share (the
"$25 Pre-
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ferred Shares"). As of June 20,July 31, 1995, there were outstanding 7,845,092 Common
Shares, 88,000 $25 Preferred Shares (of which 24,000 are subject to mandatory
redemption) and no $100 Preferred Shares.
The following statements are brief summaries of certain information
relating to the Company's Common Shares and their rights and limitations,
including those resulting from the provisions of the Company's debt instruments.
For a more complete statement, reference is made to the Company's Restated
Articles of Incorporation, which are filed as an exhibit to the Registration
Statement of which this Prospectus is a part.
DIVIDEND RIGHTS
Subject to the preferential dividend rights of holders of the Company's $25
Preferred Shares and $100 Preferred Shares, if any, dividends on the Common
Shares are payable when and as declared by the Board of Directors out of funds
not restricted as to the payment of dividends.
The Company's Restated Articles of Incorporation provide that except under
certain specified circumstances no dividend, other than dividends payable in
shares of the Company, may be declared on the Common Shares which, after giving
effect to such declaration, would cause the Company's Common Stock Equity to be
less than 25% of the Total Capitalization, as such terms are defined therein.
Common Stock Equity under this formula was approximately 50%55% of Total
Capitalization as of March 31,June 30, 1995. The payment of dividends on the Common
Shares is also restricted under various debt instruments which have been issued.
Under the most restrictive provision (which is contained in the Reimbursement
Agreement by and between the Company and Barclays Bank International Limited
dated as of November, 1984), as of March 31,June 30, 1995, earned surplus of $15,659,000$16,190,000
was available, subject to applicable law, for the payment of cash dividends on
the Common Shares.
Preferred dividends are cumulative, so that if full dividends, in respect
of any previous quarter, have not been paid, or declared and set apart for
payment, on all $25 Preferred Shares and $100 Preferred Shares at the time
outstanding, or if the Company is in default with respect to any preferred
sinking fund requirement, the deficiency must be fully paid before any dividend
can be paid on the Common Shares.
VOTING RIGHTS
Holders of Common Shares and $25 Preferred Shares are entitled to vote
together on all matters. Each holder of Common Shares is entitled to one-tenth
of one vote for each share held and each holder of $25 Preferred Shares is
entitled to one vote for each share held as of the applicable record date. If at
any time four quarterly dividends (whether or not consecutive) have accrued on
shares of any series of $25 Preferred Shares and are in arrears, then at the
annual meeting of shareholders next following such dividend default, or under
certain circumstances, at a special meeting called on the written request of the
holders of not less than 10% of the then-outstanding $25 Preferred Shares, the
holders of the outstanding $25 Preferred Shares are entitled, voting separately
as a class, to elect the smallest number of directors of the Company which
constitutes a majority of the authorized number of such directors.
In addition, it is provided in the Restated Articles of Incorporation with
respect to the $25 Preferred Shares as a class and each series of $100 Preferred
Shares that the Company may not take certain actions which may adversely affect
their interest without the approval of two-thirds (2/( 2/3), or in certain
instances a majority, of the outstanding shares of such class or series, as the
case may be. Actions with respect to which such approval is required (in some
instances only if the proposed action does not satisfy certain tests) include
(i) alterations in the preferences, voting powers and other rights of such class
or series, (ii) authorization or issuance of any shares of any class ranking
prior to such class or series, (iii) reclassification of shares of any class
ranking junior to or on a parity with such class or series into shares of any
other class ranking prior to such class or series, (iv) the sale, conveyance,
leasing or other disposition of all or substantially all of the Company's
assets, properties or business and (v) consolidation or merger with or into any
other corporation.
LIQUIDATION RIGHTS
After there shall have been paid in cash the full amounts to which the $25
Preferred Shares and the $100 Preferred Shares are entitled upon liquidation,
whether voluntary or involuntary ($25 per share and $100 per share,
respectively, except that the holders of two series of $25 Preferred Shares are
entitled to
7
9
receive the then-applicable optional redemption price per share in the event of
a voluntary liquidation plus, in
7
10 each case, accrued and unpaid dividends), the
holders of the Company's Common Shares are entitled to receive pro rata all
remaining assets of the Company available for distribution to its shareholders.
GENERAL
No holder of any of the Company's capital shares is entitled, as of right,
to subscribe for or to purchase any additional capital shares of the Company.
The Common Shares of the Company offered hereby will be fully paid and
nonassessable when issued.
The Transfer Agent and Registrar for the Common Shares is First Interstate
Bank of California.
Unless otherwise disclosed in the applicable Prospectus Supplement, the
Common Shares will be listed on the New York Stock Exchange under the symbol
"SCW".
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
Securities will be named in the applicable Prospectus Supplement. The Company
has reserved the right to sell Securities directly to investors on its own
behalf in those jurisdictions where it is authorized to do so.
Underwriters may offer and sell Securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company
also may offer and sell Securities in exchange for one or more of its
outstanding issues of the Securities or other securities. The Company
also may, from time to time, authorize dealers, acting as the Company's agents,
to offer and sell Securities upon the terms and conditions as are set forth in
the applicable Prospectus Supplement. In connection with the sale of Securities,
underwriters may receive compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of Securities for whom they may act as agent. Underwriters may sell
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set forth
in the applicable Prospectus Supplement. Dealers and agents participating in the
distribution of Securities may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
the Securities may be deemed to be underwriting discounts and commissions.
Underwriters, dealers and agents may be entitled, under agreements entered into
with the Company, to indemnification against and contribution toward certain
civil liabilities, including liabilities under the Securities Act of 1933, as
amended. Underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for the Company in the ordinary course of
business.
It has not been determined whether any of the Debt Securities will be
listed on a securities exchange. Underwriters will not be obligated to make a
market in any of the Securities.
LEGAL MATTERS
Matters relating to the legality of the Debt Securities and Common Shares
offered by this Prospectus will be passed upon for the Company by O'Melveny &
Myers. R. Bradbury Clark, a director of the Company, is of counsel to and a
retired partner in the firm of O'Melveny & Myers. Certain legal matters relating
to the Debt Securities and Common Shares offered hereby will be passed upon for
the Underwriters by Cahill Gordon & Reindel, a partnership including a
professional corporation, New York, New York, which firm will rely upon the
opinion of O'Melveny & Myers as to matters of California law.
8
1110
EXPERTS
The financial statements and schedules of the Company incorporated in this
Prospectus by reference to its Annual Report on Form 10-K for the year ended
December 31, 1994 have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
9
1211
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The other expenses of these offerings are as follows:
SEC Registration fee.............................................. $ 24,138
California Public Utilities Commission fee........................ 34,000
Printing and engraving expenses................................... 70,000*
Legal fees and expenses........................................... 100,000*
Accounting fees and expenses...................................... 12,000*
Trustee's fees.................................................... 5,000*
Registrar's fees.................................................. 3,000*
Rating Agency fees................................................ 45,000*
Blue Sky fees and expenses (including legal fees)................. 20,000*
Miscellaneous..................................................... 111,862*
--------
TOTAL........................................................ $425,000
========
-
---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the General Corporation Law of California provides that a
corporation has the power, and in some cases is required, to indemnify an agent,
including a director or officer, who was or is a party or is threatened to be
made a party to any proceeding, against certain expenses, judgments, fines,
settlements and other amounts under certain circumstances. Article VI of the
Registrant's Bylaws provides for the indemnification of directors, officers and
agents as allowed by statute. In addition, the Registrant has purchased
directors and officers insurance policies which provide insurance against
certain liabilities for directors and officers.
ITEM 16. EXHIBITS.
1.1 Form of Medium-Term Note Distribution Agreement
3.2 Restated Articles of Incorporation as amended to December 4, 1990, dated
December 7, 1990(1)
3.4 Certificate of Amendment of Restated Articles of Incorporation dated December
3, 1992(2)
3.5 Certificate of Amendment of Restated Articles of Incorporation dated February
14, 1994(3)
3.6*3.6 Certificate of Amendment of Restated Articles of Incorporation dated September
23, 1993
4.1 Indenture(4)
4.2*4.2 Specimen Certificate of Common Shares
5 Opinion of O'Melveny & Myers as to validity of securities
12 Statement regarding computation of ratios
23.1 Consent of Arthur Andersen LLP (set forth on Page II-5)
23.2 Consent of O'Melveny & Myers (included in Exhibit 5)
24*24 Power of attorney
(set forth on Page II-4)
25*25 Statement of Eligibility of Trustee (Form T-1)
-II-1
12
---------------
* Previously filed.
(1) Incorporated herein by reference to the Registrant's Form 10-K (Commission
File No. 0-1121) with respect to the year ended December 31, 1990, in which
the incorporated document bore the same exhibit number.
II-1
13
(2) Incorporated herein by reference to the Registrant's Form 10-K (Commission
File No. 0-1121) with respect to the year ended December 31, 1992, in which
the incorporated document bore the same exhibit number.
(3) Incorporated herein by reference to the Registrant's Form 10-K (Commission
File No. 0-1121) with respect to the year ended December 31, 1993, in which
the incorporated document bore the same exhibit number.
(4) Incorporated herein by reference to the Registrant's Form 8-K (Commission
File No. 33-62832) filed on September 1, 1993 in which the incorporated
document bore the same exhibit number.
II-2
1413
ITEM 17. UNDERTAKINGS.
The 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 to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended ("1933 Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) For purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, 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 shall be deemed to be the initial
bona fide offering thereof.
(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(5) For the purpose of determining any liability under the 1933 Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(6) That, for purposes of determining any liability under the 1933
Act, the information omitted from the form of prospectus filed as part of
this 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 1933 Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(7) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
II-3
1514
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Dimas, State of California, on June 20,August 7, 1995.
SOUTHERN CALIFORNIA WATER COMPANY
By /s/ JAMES B. GALLAGHER
-------------------------------------------------------------------
James B. Gallagher
Vice President-Finance,
Chief Financial Officer and
Secretary
POWER OF ATTORNEY
We, the undersigned directors and officers of Southern California Water
Company, and each of us, do hereby constitute and appoint Floyd E. Wicks and
James B. Gallagher, or any one of them, our true and lawful attorneys and
agents, each with power of substitution, to do any and all acts and things in
our name and on our behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated above, which said attorneys and agents, or any one of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this registration
statement, including specifically but without limitation power and authority to
sign for us or any of us in our names in the capacities indicated below any and
all amendments (including post-effective amendments) hereto; and we do hereby
ratify and confirm all that the said attorneys and agents, or their substitute
or substitutes, or any one of them, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ WILLIAM*WILLIAM V. CAVENEY Chairman of the Board June 20,August 7, 1995
- ---------------------------------------------------------------------------------------
William V. Caveney
/s/ FLOYD*FLOYD E. WICKS Director, President and June 20,August 7, 1995
- --------------------------------------------------------------------------------------- Chief Executive Officer
Floyd E. Wicks
/s/ JAMES B. GALLAGHER Vice President-Finance, June 20,August 7, 1995
- --------------------------------------------------------------------------------------- Chief Financial Officer
James B. Gallagher and Secretary
/s/ JEAN*JEAN E. AUERAVER Director June 13,August 7, 1995
- ---------------------------------------------------------------------------------------
Jean E. Auer
/s/ R.*R. BRADBURY CLARK Director June 13,August 7, 1995
- ---------------------------------------------------------------------------------------
R. Bradbury Clark
/s/ N.P.*N.P. DODGE, JR. Director June 20,August 7, 1995
- ---------------------------------------------------------------------------------------
N.P. Dodge, Jr.
/s/ ROBERT*ROBERT F. KATHOL Director June 13,August 7, 1995
- ---------------------------------------------------------------------------------------
Robert F. Kathol
/s/ LLOYD*LLOYD E. ROSS Director June 20,August 7, 1995
- ---------------------------------------------------------------------------------------
Lloyd E. Ross
*By /s/ JAMES B. GALLAGHER
----------------------------------------
James B. Gallagher
Attorney-in-fact
II-4
1615
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated February 16,
1995 included (or incorporated by reference) in Southern California Water
Company's Form 10-K for the year ended December 31, 1994 and to all references
to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
--------------------------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
June 20,August 7, 1995
II-5
1716
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ----------------------------------------------------------------------------------- ------------
1.1 Form of Medium-Term Note Distribution Agreement.........................
3.2 Restated Articles of Incorporation as amended to December 4, 1990, dated
December 7, 1990(1).....................................................
3.4 Certificate of Amendment of Restated Articles of Incorporation dated
December 3, 1992(2).....................................................
3.5 Certificate of Amendment of Restated Articles of Incorporation dated
February 14, 1994(3)....................................................
3.6*3.6 Certificate of Amendment of Restated Articles of Incorporation dated
September 23, 1993......................................................
4.1 Indenture(4)............................................................
4.2*4.2 Specimen Certificate of Common Shares...................................
5 Opinion of O'Melveny & Myers as to validity of securities...............
12 Statement regarding computation of ratios...............................
23.1 Consent of Arthur Andersen LLP (set forth on Page II-5).................
23.2 Consent of O'Melveny & Myers (included in Exhibit 5)....................
24*24 Power of attorney (set forth on Page II-4)..............................
25attorney.......................................................
*25 Statement of Eligibility of Trustee (Form T-1)..........................
- ---------------
* Previously filed.
(1) Incorporated herein by reference to the Registrant's Form 10-K (Commission
File No. 0-1121) with respect to the year ended December 31, 1990, in which
the incorporated document bore the same exhibit number.
(2) Incorporated herein by reference to the Registrant's Form 10-K (Commission
File No. 0-1121) with respect to the year ended December 31, 1992, in which
the incorporated document bore the same exhibit number.
(3) Incorporated herein by reference to the Registrant's Form 10-K (Commission
File No. 0-1121) with respect to the year ended December 31, 1993, in which
the incorporated document bore the same exhibit number.
(4) Incorporated herein by reference to the Registrant's Form 8-K (Commission
File No. 33-62832) filed on September 1, 1993 in which the incorporated
document bore the same exhibit number.