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As filed with the Securities and Exchange Commission on October 31, 2016September 27, 2021
Registration Statement No. 333-213942333-   
UNITED STATES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE YORK WATER COMPANY
(Exact name of registrant as specified in charter)

Pennsylvania
(State or other jurisdiction of incorporation or organization)
​​
23-1242500
(I.R.S. Employer Identification 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:
Aron Izower
Reed Smith LLP
599 Lexington Avenue
New York, NY  10022
Telephone: (212) 521-5400
1

York, Pennsylvania 17401
(717) 845-3601
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Joseph T. Hand
Bree ArchambaultPresident 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:
Pasquale D. Gentile, Jr.
Reed Smith LLP
Three Logan Square225 Fifth Avenue, Suite 1200
1717 Arch StreetPittsburgh, Pennsylvania 15222
Philadelphia, PA 19103Telephone: (412) 288-3131
Telephone: (215) 851-8100
Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, 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.
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.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, 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. ☒
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, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):  ☐
Large Accelerated Filer  ☐
​​
Accelerated Filer  ☐
Non-Accelerated Filer ☒
​​
Smaller Reporting Company ☒
☐
ý​​
Emerging Growth Company  ☐
(Do not check if a smaller reporting company)
 ☐

If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
​​
Amount to be
Registered(1)
​​
Proposed Maximum
Offering Price Per
Security(1)
​​
Proposed Maximum
Aggregate Offering
Price(1)
​​
Amount of
Registration
Fee(2)
Common Stock, no par value
​​
—
​​
—
​​
—
​​
—
Debt Securities
​​
—
​​
  —
​​
—
​​
—
Total
​​
$50,000,000
​​
—
​​
$50,000,000
​​
$5,455
Title(1)
Not specified as to each class of Securities
offering securities to be registered
Amount
 pursuant to General Instruction II.D of Form S-3. An indeterminate amount of the securities of each identified class is being registered as may from time to time be
registered
Proposed maximum
 offered hereunder at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder as shall have an aggregate initial offering price
per share
Proposed maximum
 aggregate
offering price
Amount of
registration
fee
Common Stock,
no par value
170,240 shares (1) (2)
(2)
(2)
(2)
Common Stock,
no par value
331,000 shares (1)
$30.17(3)
$9,986,270
$1,157.41(4)

(1)In accordance with not to exceed $50,000,000. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to coverregistration statement also covers any additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)
Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include 170,240 unsold shares of Common Stock previously registered on the Registrant's Registration Statement on Form S-3 (Registration No. 333-191496), which was filed on October 1, 2013. Accordingly, there is no registration fee due in connection with these previously registered securities.Pursuantany stock split, stock dividend or pursuant to Rule 415(a)(6), the offeringanti-dilution provisions of any of the unsoldsecurities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. In addition, the total amount to be registered underand the Registration Statement No. 333-191496 will be deemed terminated as of the date of effectiveness of this Registration Statement.
(3)Estimated in accordance with Rule 457(c)proposed maximum aggregate offering price are estimated solely for the purpose of computingcalculating the registration fee based upon $30.17,pursuant to Rule 457(o) under the average ofSecurities Act.
(2)
Calculated pursuant to Rule 457(o) under the high and low prices per Common Share reported on the NASDAQ Global Select Market on September 28, 2016.Securities Act.
(4)The registrant has previously paid the registration fee with the initial filing of this registration statement.
The RegistrantCompany hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the RegistrantCompany 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.

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Explanatory Note

This Amendment No. 1 to Form S-3 (the "Amendment") is being filed to amend the Registration Statement on Form S-3 (File No. 333-213942) filed by The York Water Company on October 3, 2016. The sole purpose of this Amendment is to adjust the registration fee table to take advantage of Rule 415(a)(5) to continue to offer and sell securities covered by the expiring registration statement on Form S-3 (File No. 333-191496) (the "Original Registration Statement") until the earlier of the effective date of this replacement registration statement or 180 days after the third anniversary of the initial effective date of the Original Registration Statement.


The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion, dated October 31, 2016September 27, 2021
PROSPECTUS

THE YORK WATER COMPANY
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN
501,240 Shares of Common Stock (No Par Value)
-You do not need to be one of our existing shareholders to participate in the Plan.
Debt Securities
-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: SalesThis prospectus relates to common stock 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. This prospectus will allow us to issue securities over time and describes some of shares through the Plan are subjectgeneral terms that may apply to feesan 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 commission charges for which you will be responsible. Please see the "Purchases and Cost" section ofmay also supplement, update or amend information contained in this prospectus. You should read this prospectus, for further details regarding these feesthe information incorporated by reference in this prospectus and commission charges.any prospectus supplement carefully before you invest.
We list our Common StockOur common stock is listed on the Nasdaq Global SelectNASDAQ Stock Market under the symbol "YORW."“YORW.” On October 26, 2016September 24, 2021, the last reported sale price of the Company's Common Stock, as reportedour common stock on the Nasdaq Global SelectNASDAQ Stock Market was $31.48.
$44.45 per share. The Planapplicable prospectus supplement will contain information, where applicable, as covered in this Prospectus will become effective whento other listings, if any, on the Registration StatementNASDAQ Stock Market or other securities exchange 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.applicable prospectus supplement.
Investing in our Common Stocksecurities involves a high degree of risk. See Before making an investment decision, you should review carefully the risks described under the heading “Risk Factors” beginning on page 23 of this prospectus and any similar section contained in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus.

We may offer the securities to or through underwriters or dealers, directly to purchasers or through agents designated from time to time, on a continuous or delayed basis. 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.
This prospectus may not be used to consummate a sale of 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 ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus is , 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.

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Page
PLAN OVERVIEWABOUT THIS PROSPECTUS
​​
1
AVAILABLE INFORMATIONABOUT THE YORK WATER COMPANY
​​
1
DOCUMENTS INCORPORATED BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
​​
2
THE COMPANY
2
RISK FACTORS
2
​
PLAN DESCRIPTION
​
3
Purpose
3
Advantages
3
Administration
4
Participation
5
Dividend Reinvestment Options
6
Withdrawal or Termination
8
Purchases and Cost
9
Optional Cash Investments
10
Sales
11
Additional Fees
12
Participants' Plan Account and Reports
13
Income Tax Consequences
14
Plan Administrator's Responsibility
16
Other Miscellaneous Information
16
USE OF PROCEEDS
​​
189
DESCRIPTION OF CAPITAL STOCK
​​
1810
Common StockDESCRIPTION OF DEBT SECURITIES
​​
1812
Preferred StockPLAN OF DISTRIBUTION
19
​
Anti-Takeover Provisions
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19
LEGAL OPINIONMATTERS
​​
2021
EXPERTS
​​
2021
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIESWHERE YOU CAN FIND MORE INFORMATION
​​
2021
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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21
PLAN OVERVIEW

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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.
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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.
AVAILABLE INFORMATION
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 call 1-800-SEC-0330 for more information on the SEC's Public Reference Room. Our SEC filings are also available to you free of charge at the 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 SEC. TheSecurities and Exchange Commission, or “SEC,” using a “shelf” registration statement contains more information thanor continuous offering process. Under this shelf registration process, we may, from time to time, sell common stock or debt securities described in this prospectus in one or more offerings.
Each time we sell any securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement also may add, update or change information in this prospectus. If there is any inconsistency between 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.
You should rely only on the information contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. We have not authorized anyone 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 where 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.
In this prospectus, unless the context specifically indicates otherwise “the Company,” “we,” “us” and “our” refer to The York Water Company.
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. Our primary business of the Company is to impound, purify to meet or exceed safe drinking water standards and distribute water. We also own and operate two wastewater collection systems and five wastewater collection and treatment systems. We operate within our franchised water and wastewater territory, which covers portions of 51 municipalities within three counties in south-central Pennsylvania. We are regulated by the Pennsylvania Public Utility Commission, or PPUC, for both water and wastewater 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 associated with the aforementioned areas.
Water service is supplied through our own distribution system. We obtain the bulk of our water supply from both the South Branch and East Branch of the Codorus Creek, which together have an average daily flow of 73.0 million gallons. This combined watershed area is approximately 117 square miles. We have two reservoirs, Lake Williams and Lake Redman, which together hold up to approximately 2.2 billion gallons of water. We supplement our reservoirs with a 15-mile pipeline from the Susquehanna River to Lake Redman which provides access to an additional supply of 12.0 million gallons of untreated water per day. We also own nine wells which are capable of providing a safe yield of approximately 597,000 gallons per day to supply water to the customers of our satellite systems in Adams County. As of June 30, 2021, our average daily availability was 35.6 million gallons, and average daily consumption was approximately 20.2 million gallons. Our service territory had an estimated population of 202,000 as of December 31, 2020. 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. The information contained on our website is not incorporated by reference into, and does not form any part of, this prospectus.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We discuss in this prospectus 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 qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to statements regarding:
—
the amount and timing of rate changes and other regulatory matters including the recovery of costs recorded as regulatory assets;
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expected profitability and results of operations;
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trends;
—
goals, priorities and plans for, and cost of, growth and expansion;
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strategic initiatives;
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availability of water supply;
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water usage by customers; and
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the ability to pay dividends on common stock and the rate of those dividends.
These forward-looking statements reflect what the Company currently anticipates will happen. What actually happens could differ materially from what it currently anticipates will happen. The Company does not intend to make a public announcement when forward-looking statements in this report are no longer accurate, whether as a result of new information, what actually happens in the future or for any other reason. Important matters that may affect what will actually happen include, but are not limited to:
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changes in weather, including drought conditions or extended periods of heavy rainfall;
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natural disasters, including pandemics such as the current outbreak of the novel strain of coronavirus known as “COVID-19” and the effectiveness of the Company’s pandemic plans;
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levels of rate relief granted;
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the level of commercial and industrial business activity within the Company's service territory;
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construction of new housing within the Company's service territory and increases in population;
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changes in government policies or regulations, including the tax code;
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the 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 customers for water;
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changes in economic and business conditions, including interest rates;
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loss of customers;
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changes in, or unanticipated, capital requirements;
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the impact of acquisitions;
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changes in accounting pronouncements;
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changes in the Company’s credit rating or the market price of its common stock; and
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the ability to obtain financing.
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RISK FACTORS
Investing in the securities described herein involves risk. We urge you to carefully consider the risk factors described below.
The rates we charge our customers are subject to regulation. If we are unable to obtain government approval of our requests for rate increases, or if approved rate increases are untimely or inadequate to cover our investments in utility plant and equipment and projected expenses, our results of operations may be adversely affected.
Our ability to maintain and meet our financial objectives is dependent upon the rates we charge our customers, which are subject to approval by the PPUC. We file rate increase requests with the PPUC, from time to time, to recover our investments in utility plant and equipment and projected expenses. Any rate increase or adjustment must first be justified through documented evidence and testimony. The PPUC determines whether the investments and expenses are recoverable, the length of time over which such costs are recoverable, or, because of changes in circumstances, whether a remaining balance of deferred investments and expenses is no longer recoverable in rates charged to customers. Once a rate increase application is filed with the PPUC, the ensuing administrative and hearing process may be lengthy and costly. The timing of our rate increase requests is therefore dependent upon the estimated cost of the administrative process in relation to the investments and expenses that we hope to recover through the rate increase. In addition, the amount or frequency of rate increases may be decreased or lengthened as a result of changes in income tax laws regarding tax-basis depreciation as it applies to our capital expenditures or qualifying repair tax deductible expenditures, and by changes to income tax rates.
We can provide no assurances that future requests will be approved by the PPUC; and, if approved, we cannot guarantee that these rate increases will be granted in a timely or sufficient manner to cover the investments and expenses for which we sought the rate increase. If we are unable to obtain PPUC approval of our requests for rate increases, or if approved rate increases are untimely or inadequate to cover our investments in utility plant and equipment and projected expenses, our results of operations may be adversely affected.
We are subject to federal, state and local regulation that may impose costly limitations and restrictions on the way we do business.
Various federal, state and local authorities regulate many aspects of our business. Among the most important of these regulations are those relating to the quality of water we supply our customers, water allocation rights and the quality of the effluent we discharge from our wastewater treatment facilities. Government authorities continually review these regulations, particularly the drinking water quality regulations, and may propose new or more restrictive requirements in the future. We are required to perform water and wastewater quality tests that are monitored by the PPUC, the U.S. Environmental Protection Agency, or EPA, and the Pennsylvania Department of Environmental Protection, or DEP, for the detection of certain chemicals and compounds in our water and effluent. If new or more restrictive limitations on permissible levels of substances and contaminants in our water and wastewater are imposed, we may not be able to adequately predict the costs necessary to meet regulatory standards. If we are unable to recover the cost of implementing new water and wastewater treatment procedures in response to more restrictive quality regulations through our rates that we charge our customers, or if we fail to comply with such regulations, it could have a material adverse effect on our financial condition and results of operations.
We are also subject to water allocation regulations that control the amount of water that we can draw from water sources. The Susquehanna River Basin Commission, or SRBC, and the DEP regulate the amount of water withdrawn from streams in the watershed for water supply purposes to assure that sufficient quantities are available to meet our needs and the needs of other regulated users. In addition, government drought restrictions could cause the SRBC or the DEP to temporarily reduce the amount of our allocations. If new or more restrictive water allocation regulations are implemented or our allocations are reduced due to weather conditions, it may have an adverse effect on our ability to supply the demands of our customers, and in turn, on our revenues and results of operations.
Our business is subject to seasonal fluctuations, which could affect demand for our water service and our revenues.
Demand for our water during the warmer months is generally greater than during cooler months due primarily to additional requirements for water in connection with cooling systems, swimming pools, irrigation
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systems and other outside water use. Throughout the year, and particularly during typically warmer months, demand will vary with temperature and rainfall levels. If temperatures during the typically warmer months are cooler than expected, or there is more rainfall than expected, the demand for our water may decrease and adversely affect our revenues.
Weather conditions and overuse may interfere with our sources of water, demand for water services, and our ability to supply water to our customers.
We depend on an adequate water supply to meet the present and future demands of our customers and to continue our expansion efforts. Unexpected conditions may interfere with our water supply sources. Drought and overuse may limit the availability of surface and ground water. These factors might adversely affect our ability to supply water in sufficient quantities to our customers and our revenues and earnings may be adversely affected. Additionally, cool and wet weather, as well as drought restrictions and our customers’ conservation efforts, may reduce consumption demands, also adversely affecting our revenue and earnings. Furthermore, freezing weather may also contribute to water transmission interruptions caused by pipe and main breakage. If we experience an interruption in our water supply, it could have a material adverse effect on our financial condition and results of operations.
Some scientific experts are predicting a worsening of weather volatility in the future, possibly created by the climate change greenhouse gases. Changing severe weather patterns could require additional expenditures to reduce the risk associated with any increasing storm, flood and drought occurrences.
The issue of climate change continues to receive attention worldwide. Many climate change predictions, if true, present several potential challenges to water and wastewater utilities, such as increased frequency and duration of droughts, increased precipitation and flooding, potential degradation of water quality, and the resulting changes in demand for services. The changes may result in lower revenue, the need for additional capital expenditures, or increased costs. Because of the uncertainty of weather volatility related to climate change, we cannot predict its potential impact on our business, financial condition, or results of operations. Although any potential expenditures and costs may be recovered in the form of higher rates, there can be no assurance that the PPUC would approve rate increases to enable us to recover such expenditures and costs. We cannot assure you that our costs of complying with any climate change related measures will not harm our business, financial condition, or results of operations.
General economic conditions may affect our financial condition and results of operations.
A general economic downturn may lead to a number of impacts on our business that may affect our financial condition and results of operations. Such impacts may include: a reduction in discretionary and recreational water use by our residential water customers, particularly during the summer months when such discretionary usage is normally at its highest; a decline in usage by industrial and commercial customers as a result of decreased business activity; an increased incidence of customers’ inability to pay or delays in paying their utility bills, or an increase in customer bankruptcies, which may lead to higher bad debt expense and reduced cash flow; a lower customer growth rate due to a decline in new housing starts; and a decline in the number of active customers due to housing vacancies or abandonments. A deterioration in general economic conditions may also lead to an investment market downturn, which may result in our pension plans’ asset market values suffering a decline and significant volatility. A decline in our pension plans’ asset market values could increase our required cash contributions to these plans and pension expense in subsequent years.
The current concentration of our business in central and southern Pennsylvania makes us particularly susceptible to adverse developments in local economic and demographic conditions.
Our service territory presently includes 51 municipalities within three counties in south-central Pennsylvania. Our revenues and operating results are therefore especially subject to local economic and demographic conditions in the area. A change in any of these conditions could make it more costly or difficult for us to conduct our business. In addition, any such change would have a disproportionate effect on us, compared to water and wastewater utility companies that do not have such a geographic concentration.
Contamination of our water supply may cause disruption in our services and adversely affect our revenues.
Our water supply is subject to contamination from the migration of naturally-occurring substances in groundwater and surface systems and pollution resulting from man-made sources. In the event that our water
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supply is contaminated, we may have to interrupt the use of that water supply until we are able to substitute the flow of water from an uncontaminated water source through our interconnected transmission and distribution facilities. In addition, we may incur significant costs in order to treat the contaminated source through expansion of our current treatment facilities or development of new treatment methods. Our inability to substitute water supply from an uncontaminated water source, or to adequately treat the contaminated water source in a cost-effective manner, may have an adverse effect on our revenues.
If our sources of water or water at customer sites become contaminated, it could subject us to reduction in usage, regulatory actions, damage to our reputation and private litigation.
Our primary business is to impound, purify to meet or exceed safe drinking water standards and distribute water. Contamination of the water provided to our customers exposes us to risks, including regulatory or government action, customer exposure to contamination or hazardous substances in the water, and resulting private claims and litigation. Negative impacts to our reputation may occur even if we are not responsible for any contamination or its consequences. Pending or future claims against us and reputational damage could have a material adverse impact on our business, financial condition, and results of operations.
The necessity for increased security has and may continue to result in increased operating costs.
We have taken steps to increase security measures at our facilities and heighten employee awareness of threats to our water supply. We have also tightened our security measures regarding the delivery and handling of certain chemicals used in our business. We have and will continue to bear increased costs for security precautions to protect our facilities, operations and supplies. We are not aware of any specific threats to our facilities, operations or supplies. However, it is possible that we would not be in a position to control the outcome of such events should they occur.
We rely on our information technology systems to help manage our operations.
We rely on our computer, information and communications technology systems in connection with the operation of our business, especially with respect to customer service and billing, accounting and, in some cases, the monitoring and operation of our operating facilities. Our computer and communications systems and operations could be damaged or interrupted by natural disasters, cyber-attacks, power loss and internet, telecommunications or data network failures or acts of war or terrorism or similar events or disruptions. Any of these or other events could cause service interruption, delays and loss of critical data or impede aspects of operations and therefore, adversely affect our financial results.
Cyber-attacks on entities around the world have caused operational failures and/or compromised corporate and personal data. Such attacks could result in the loss, or compromise, of customer, financial or operational data, disruption of billing, collections or normal field service activities, disruption of electronic monitoring and control of operational systems and delays in financial reporting and other management functions. Possible impacts associated with a cyber-incident may include remediation costs related to lost, stolen, or compromised data, repairs to data processing systems, increased cyber security protection costs, adverse effects on our compliance with regulatory and environmental laws and regulation, including standards for drinking water, litigation and reputational damage.
The Novel Coronavirus (COVID-19) pandemic and the attempt to contain it may harm our business, results of operations, financial condition and liquidity.
On March 13, 2020, the United States declared the COVID-19 pandemic a national emergency. The impact that COVID-19 will have on the Company, our customers and our vendors prospectively depends on numerous uncertainties, including the severity and duration of the pandemic, sufficiency of the government’s vaccination program and actions which could potentially be taken by federal or state governmental and/or regulatory authorities and could have an adverse effect on the Company’s business, results of operations, financial condition, and liquidity.
We depend on the availability of capital for expansion, construction and maintenance.
Our ability to continue our expansion efforts and fund our construction and maintenance program depends on the availability of adequate capital. There is no guarantee that we will be able to obtain sufficient capital in the future or that the cost of capital will not be too high for future expansion and construction. In addition,
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approval from the PPUC must be obtained prior to our sale and issuance of securities. If we are unable to obtain approval from the PPUC on these matters, or to obtain approval in a timely manner, it may affect our ability to effect transactions that are beneficial to us or our shareholders. A single transaction may itself not be profitable but might still be necessary to continue providing service or to grow the business.
The failure to maintain our existing credit rating could affect our cost of funds and related liquidity.
Standard & Poor's Ratings Services rates our outstanding debt and has given a credit rating to us. Their evaluations are based on a number of factors, which include financial strength as well as transparency with rating agencies and timeliness of financial reporting. Failure to maintain our current credit rating could adversely affect our cost of funds and related liquidity.
We may face competition from other water suppliers or wastewater service providers that may hinder our growth and reduce our profitability.
We face competition from other water suppliers for acquisitions, which may limit our growth opportunities. Furthermore, even after we have been the successful bidder in an acquisition, competing water suppliers or wastewater service providers may challenge our application for extending our franchise territory to cover the target company’s market. Finally, third parties either supplying water on a contract basis to municipalities or entering into agreements to operate municipal water or wastewater systems might adversely affect our business by winning contracts that may be beneficial to us. If we are unable to compete successfully with other water suppliers and wastewater service providers for these acquisitions, franchise territories and contracts, it may impede our expansion goals and adversely affect our profitability.
An important element of our growth strategy is the acquisition of water and wastewater systems. Any pending or future acquisitions we decide to undertake will involve risks.
The acquisition and integration of water and wastewater systems is an important element in our growth strategy. This strategy depends on identifying suitable acquisition opportunities and reaching mutually agreeable terms with acquisition candidates. The negotiation of potential acquisitions as well as the integration of acquired businesses could require us to incur significant costs. Further, acquisitions may result in dilution for the owners of our common stock, our incurrence of debt and contingent liabilities and fluctuations in quarterly results. In addition, the businesses and other assets we acquire may not achieve the financial results that we expect, which could adversely affect our profitability.
We have restrictions on our dividends. There can also be no assurance that we will continue to pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends.
The terms of our debt instruments impose conditions on our ability to pay dividends. We have paid dividends on our common stock each year since our inception in 1816 and have increased the amount of dividends paid each year since 1997. Our earnings, financial condition, capital requirements, applicable regulations and other factors, including the timeliness and adequacy of rate increases, will determine both our ability to pay dividends on our common stock and the amount of those dividends. There can be no assurance that we will continue to pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends.
If we are unable to pay the principal and interest on our indebtedness as it comes due or we default under certain exhibitsother provisions of our loan documents, our indebtedness could be accelerated and schedules. Youour results of operations and financial condition could be adversely affected.
Our ability to pay the principal and interest on our indebtedness as it comes due will depend upon our current and future performance. Our performance is affected by many factors, some of which are beyond our control. We believe that our cash generated from operations, and, if necessary, borrowings under our existing credit facilities will be sufficient to enable us to make our debt payments as they become due. If, however, we do not generate sufficient cash, we may be required to refinance our obligations or sell additional equity, which may be on terms that are not as favorable to us. No assurance can obtainbe given that any refinancing or sale of equity will be possible when needed or that we will be able to negotiate acceptable terms. In addition, our failure to comply with certain provisions contained in our trust indentures and loan agreements relating to our outstanding indebtedness could lead to a copydefault under these documents, which could result in an acceleration of our indebtedness.
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We depend significantly on the services of the members of our senior management team, and the departure of any of those persons could cause our operating results to suffer.
Our success depends significantly on the continued individual and collective contributions of our senior management team. If we lose the services of any member of our senior management or are unable to hire and retain experienced management personnel, our operating results could suffer.
Work stoppages and other labor relations matters could adversely affect our operating results.
Approximately one-third of our workforce is unionized under a contract with a labor union. In light of rising costs for healthcare and retirement benefits, contract negotiations in the future may be difficult. We are subject to a risk of work stoppages and other labor actions as we negotiate with the union to address these issues, which could affect our business, financial condition, and results of operations. Although we believe we have a good relationship with our union workforce and have a strike contingency plan, we cannot be assured that issues with our labor force will be resolved favorably to us in the future or that we will not experience work stoppages.
There is a limited trading market for our common stock; you may not be able to resell your shares at or above the price you pay for them.
Although our common stock is listed for trading on the NASDAQ Global Select Market, the trading in our common stock has substantially less liquidity than many other companies quoted on the NASDAQ Global Select Market. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the market of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Because of the limited volume of trading in our common stock, a sale of a significant number of shares of our common stock in the open market could cause our stock price to decline.
The failure of, or the requirement to repair, upgrade or dismantle, either of our dams may adversely affect our financial condition and results of operations.
Our water system includes two impounding dams. While we maintain active and robust dam maintenance and inspection programs, a failure of the dams could result in injuries and damage to residential and/or commercial property downstream for which we may be responsible, in whole or in part. The failure of a dam could also adversely affect our ability to supply water in sufficient quantities to our customers and could adversely affect our financial condition and results of operations. We carry liability insurance on our dams, however, our limits may not be sufficient to cover all losses or liabilities incurred due to the failure of one of our dams. The estimated costs to maintain and upgrade our dams are included in our capital budget. Although such costs have previously been recoverable in rates, there is no guarantee that these costs will continue to be recoverable and in what magnitude they will be recoverable.
Wastewater operations entail significant risks and may impose significant costs.
Wastewater collection and treatment and septage pumping and sludge hauling involve various unique risks. If collection or treatment systems fail or do not operate properly, or if there is a spill, untreated or partially treated wastewater could discharge onto property or into nearby streams and rivers, causing various damages and injuries, including environmental damage. These risks are most acute during periods of substantial rainfall or flooding, which are the main causes of sewer overflow and system failure. Liabilities resulting from such damages and injuries could materially and adversely affect our business, financial condition, and results of operations.
The final determination of our income tax liability may be materially different from our income tax provision.
Significant judgment is required in determining our provision for income taxes. The calculation of the provision for income taxes is subject to our interpretation of applicable business tax laws in the federal and state jurisdictions in which we file. In addition, our income tax returns are subject to periodic examination by the Internal Revenue Service, or IRS, and other taxing authorities.
In December 2014, we changed our tax method of accounting to permit the expensing of qualifying asset improvement costs that were previously being capitalized and depreciated for tax purposes. Our determination of what qualifies as a capital cost versus a repair expense tax deduction is subject to subsequent adjustment and may impact the income tax benefits that have been recognized.
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Although we believe our income tax estimates are appropriate, there is no assurance that the final determination of our income tax liability will not be materially different, either higher or lower, from what is reflected in our income tax provision. In the event we are assessed additional income taxes, our business, financial condition, and results of operations could be adversely affected.
We are subject to market and interest rate risk on our $12,000,000 variable interest rate debt issue.
We are subject to interest rate risk in conjunction with our $12,000,000 variable interest rate debt issue. This exposure, however, has been hedged with an interest rate swap. This hedge will protect the Company from the risk of changes in the benchmark interest rates but does not protect the Company’s exposure to the changes in the difference between its own variable funding rate and the benchmark rate. A breakdown of the historical relationships between the cost of funds of the Company and the benchmark rate underlying the interest rate swap could result in higher interest rates adversely affecting our financial results.
The holders of the $12,000,000 variable rate Pennsylvania Economic Development Financing Authority (PEDFA) Series A Bonds may tender their bonds at any time. When the bonds are tendered, they are subject to an annual remarketing agreement, pursuant to which a remarketing agent attempts to remarket the tendered bonds pursuant to the terms of the Indenture. In order to keep variable interest rates down and to enhance the marketability of the Series A Bonds, the Company entered into a Reimbursement, Credit and Security Agreement with PNC Bank, National Association (“the Bank”) dated as of May 1, 2008. This agreement provides for a direct pay letter of credit issued by the Bank to the trustee for the Series A Bonds. The letter of credit expires June 30, 2022 and is reviewed annually for a potential extension of the expiration date. The Bank is responsible for providing the trustee with funds for the timely payment of the principal and interest on the Series A Bonds and for the purchase price of the Series A Bonds that have been tendered or deemed tendered for purchase and have not been remarketed. If the Bank is unable to meet its obligations, the Company would be required to buy any bonds which had been tendered.
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USE OF PROCEEDS
We will receive all of the net proceeds from the sale by us of the securities registered under the registration statement of which this prospectus is a part. Unless otherwise specified in a prospectus supplement accompanying this prospectus, we expect to use the net proceeds from the SECsale of our securities for general corporate purposes, which may include, among other things, reduction or refinancing of debt or other corporate obligations, potential acquisitions of complementary businesses, the financing of capital expenditures and other general corporate purposes, including working capital.
The actual application of proceeds from the sale of securities issued hereunder will be described in the applicable prospectus supplement relating thereto. The precise amount and timing of the application of such proceeds will depend upon our funding requirements and 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 securities will be used in a prospectus supplement at the address listed above or from the SEC's Internet website.time of sale.
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DOCUMENTS INCORPORATED BY REFERENCE

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DESCRIPTION OF CAPITAL STOCK
The SEC's rules allow usfollowing description of our capital stock is a summary and does not purport to "incorporate by reference" the information we file with the SEC, which means we can disclose important informationbe complete. It is subject to you by referring you to those documents. The information incorporatedand qualified in its entirety by reference to our Amended and Restated Articles of Incorporation, which is an important part of this prospectus. We incorporate our Annual Report on Form 10-K for the year ended December 31, 2015, 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,exhibit to our Current ReportsReport on Form 8-K filed with the SEC on May 3, 2016, September 8, 2016, October 3, 2016,4, 2010, and October 25, 2016.
In additionour Amended and Restated By-laws, which is an exhibit to the documents alreadyour Current Report on Form 8-K filed all reports and other documents which we file in the future with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)SEC on January 26, 2012, each of the Securities and Exchange Act of 1934, 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 direct 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 COMPANY
The York Water Company is a Pennsylvania corporation, which was incorporated by Special Actreference herein. We encourage you to read our articles, our by-laws and the applicable provisions 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 regulation 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.for additional information.
RISK FACTORS
Investing in our 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 prospectus. 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 time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. 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 other information in this prospectus, as well as the documents incorporated by reference herein. Each of the risks described could result in a decrease in the value of our securities and your investment in them.
PLAN DESCRIPTION
The following question and answer statement details the provisions of the Company's Plan. If you become a Participant in the Company's Plan, the Company recommends that you retain this Prospectus for future reference.
Purpose
1.What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of the Company's CommonAuthorized Capital 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.
Advantages
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 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.
Administration
3.Who administers the Plan for Participants?
Broadridge Corporate Issuer Solutions, Inc. administers and interprets the Plan for the benefit 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 sale of his or her shares through a broker or agent (see Question 26), and certain fees may be charged to Participants by brokers when shares are held by brokers. All correspondence to the Plan Administrator shall be directed to:
For Transaction Processing:Correspondence and Inquiries:
Broadridge Corporate Issuer Solutions, Inc.Broadridge Corporate Issuer Solutions, Inc.
P.O. Box 1342P.O. Box 1342
Brentwood, NY 11717Brentwood, NY  11717
Attn:  Plan Administration DepartmentOvernight Mail:
Broadridge Corporate Issuer Solutions
Attn: IWS
1155 Long Island Ave
Edgewood, NY  11717
Telephone:  (844) 317-3311 (toll free)
Internet:  http://shareholder.broadridge.com/YORW

Participation
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 withdrawal alone will 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.
Purchases and Cost
15.What will 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 us, 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 be 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 available, 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 5%.  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 will be made upon a change in the discount.  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 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?
Shares 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 make 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 be 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 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.
22.How do I make an optional cash investment?
If an investor is not a registered owner of the 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.
23.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 the 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.
Sales
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 doing 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.
Additional Fees
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
ElectronicNo Charge
Paper$10.00

Duplicate Account Statements
ElectronicNo 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.
Income Tax Consequences
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, traders 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 U.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 are 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 dividend pursuant to which a Participant received $100.00 in value of Common Stock (i.e., a cash equivalent dividend of $95.00), the Participant will be taxable on the full $100.00 in value received pursuant to the 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 common stock.
35.What are the state or local income tax consequences of Plan participation?
Participants are advised to consult their own tax advisors as to any state or local income tax consequences of Plan participation.
Plan Administrator's Responsibility
36.What is the Plan Administrator's responsibility under the Plan?
The Plan 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 501,240 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 Common Stock of the Company pursuant to the Plan will be used for general corporate purposes.
DESCRIPTION OF CAPITAL STOCK
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 September 28, 2016, there were 12,859,387 shares of common stock outstanding held by 2,068 shareholders of record. There are no shares of preferred stock outstanding.
The following is a brief summary of certain information relating to our common stock and preferred stock. This summary does not purport to be complete and is intended to outline such information in general terms only.
Common Stock
Voting Rights
Each share of common stock entitles the holder to one vote on each matter presented at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting. Cumulative voting in an election of directors is not permitted under our articles of incorporation. Pursuant to our Amended and Restated By-Laws (the "By-Laws"),by-laws, our Board of Directors consists of at 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 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,Pennsylvania Public Utility Commission (the “PPUC”), (iii) future interest rates, and (iv) other events or circumstances which could have an effect on operating results.
Preferred 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 the holders of common stock. No shares of the preferred stock 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.
Anti-Takeover Provisions
Pennsylvania State Law Provisions
We are subject to various anti-takeover provisions of the Pennsylvania Business Corporation Law of 1988, as amended.amended (the “PBCL”) Generally, these provisions are triggered if any person or group acquires, or discloses
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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;
·prohibit the corporation from engaging in a broad range of business combinations with the acquiring group or person; and
·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.
Preferred Stock
TableThe issuance of Contentsshares 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.
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Bylaw Provisions
Certain provisions of bylawsby-laws 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 By-Lawsby-laws require our Board of Directors to be divided into three classes that serve staggered three-year terms. The termsWhen a board is staggered, hostile bidders must win more than one proxy fight at successive shareholder meetings in order to exercise control of Erin C. Casey, Robert P. Newcomer, and Ernest J. Waters, will expire at the 2017 Annual Meetingboard of Shareholders. The terms of Michael W. Gang, Jeffrey R. Hines, George W. Hodges, and George Hay Kain, III will expire at the 2018 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 Provisionstarget.
The by-laws also require that any shareholder intending to nominate a candidate for election as a director must give written notice of the nomination, containing certain specified information, to our secretary not later than 90 days nor earlier than 120 days in advance of the meeting at which the election is to be held.
Pennsylvania Public Utility Commission Provisions
The Pennsylvania Public Utility Commission, or 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.
Miscellaneous
There are no preemptive rights, sinking fund provisions, conversion rights or redemption provisions applicable to the common stock. Holders of fully paid shares of common stock are not subject to any liability for further calls or assessments.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the common stock is Broadridge Corporate Issuer Solutions, Inc, .POPO Box 1342, Brentwood, NY 11717.
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DESCRIPTION OF DEBT SECURITIES
The following is a summary of the general terms and provisions of the debt securities we may offer under this prospectus and one or more prospectus supplements. When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a prospectus supplement. The following description of debt securities will apply to the debt securities offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of debt securities may specify different or additional terms.
General
We may issue senior, senior subordinated, or subordinated debt securities, and in any case may be secured or unsecured. The debt securities will be our direct obligations. Senior securities will rank equally and ratably in right of payment with other indebtedness of ours that is not subordinated. Senior subordinated securities will be subordinated in right of payment to the prior payment in full of senior indebtedness, as defined in the applicable prospectus supplement, and may rank equally and ratably with any other senior subordinated indebtedness. Subordinated securities will be subordinated in right of payment to senior subordinated securities.
Debt securities may be issued in one or more series with the same or various maturities, at par, at a premium, or at a discount. We need not issue all debt securities of one series at the same time. Unless we provide otherwise, we may reopen a series, without the consent of the holders of such series, for issuances of additional securities of that series. We may issue debt securities with terms different from those of debt securities that we previously issued.
The form of indenture has been filed as an exhibit to the registration statement of which this prospectus is a part and is subject to any amendments or supplements that we may enter into with the trustee(s), however, we may issue debt securities not subject to the indenture provided such terms of debt securities are not otherwise required to be set forth in the indenture. Each indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended, and we may supplement the indenture from time to time. The material terms of the indenture are summarized below and we refer you to the indenture for a detailed description of these material terms. Additional or different provisions that are applicable to a particular series of debt securities will, if material, be described in a prospectus supplement relating to the offering of debt securities of that series. These provisions may include, among other things and to the extent applicable, the following:
the title of the debt securities, including, as applicable, whether the debt securities will be issued as senior debt securities, senior subordinated debt securities or subordinated debt securities, any subordination provisions particular to the series of debt securities;
any limit on the aggregate principal amount of the debt securities;
whether the debt securities are senior debt securities or subordinated debt securities and applicable subordination provisions, if any;
whether the debt securities will be secured or unsecured;
if other than 100% of the aggregate principal amount, the percentage of the aggregate principal amount at which we will sell the debt securities, such as an original issuance discount;
the date or dates, whether fixed or extendable, on which the principal of the debt securities will be payable;
the rate or rates, which may be fixed or variable, at which the debt securities will bear interest, if any, the date or dates from which any such interest will accrue, the interest payment dates on which we will pay any such interest, the basis upon which interest will be calculated if other than that of a 360-day year consisting of twelve 30-day months, and, in the case of registered securities, the record dates for the determination of holders to whom interest is payable;
the terms, if any, by which holders of the debt securities may convert or exchange the debt securities for our common stock, preferred stock, or any other security or property;
if convertible, the initial conversion price, the conversion period, and any other terms governing such conversion;
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the place or places where the principal of and any premium or interest on the debt securities will be payable and where the debt securities may be surrendered for conversion or exchange;
whether we may, at our option, redeem the debt securities, and if so, the price or prices at which, the period or periods within which, and the terms and conditions upon which, we may redeem the debt securities, in whole or in part, pursuant to any sinking fund or otherwise;
if other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the debt securities which will be payable upon declaration of acceleration of the maturity date thereof or provable in bankruptcy, or, if applicable, which is convertible or exchangeable;
any obligation we may have to redeem, purchase or repay the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities, and the price or prices at which, the currency in which and the period or periods within which, and the terms and conditions upon which, the debt securities will be redeemed, purchased or repaid, in whole or in part, pursuant to any such obligation, and any provision for the remarketing of the debt securities;
the issuance of debt securities as registered securities or unregistered securities or both, and the rights of the holders of the debt securities to exchange unregistered securities for registered securities, or vice versa, and the circumstances under which any such exchanges, if permitted, may be made;
the denominations, which may be in United States Dollars or in any foreign currency, in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
whether the debt securities will be issued in the form of certificated debt securities, and if so, the form of the debt securities (or forms thereof if unregistered and registered securities are issuable in that series), including the legends required by law or as we deem necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any other certificates which may be required under the indenture or which we may require in connection with the offering, sale, delivery or exchange of the debt securities;
if other than United States Dollars, the currency or currencies in which payments of principal, interest and other amounts payable with respect to the debt securities will be denominated, payable, redeemable or repurchasable, as the case may be;
whether the debt securities may be issuable in tranches;
the obligations, if any, we may have to permit the conversion or exchange of the debt securities into common stock, preferred stock or other capital stock or property, or a combination thereof, and the terms and conditions upon which such conversion or exchange will be effected (including conversion price or exchange ratio), and any limitations on the ownership or transferability of the securities or property into which the debt securities may be converted or exchanged;
if other than the trustee under the indenture, any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt securities;
any deletions from, modifications of or additions to the events of default with respect to the debt securities or the right of the Trustee or the holders of the debt securities in connection with events of default;
any deletions from, modifications of or additions to the covenants with respect to the debt securities;
if the amount of payments of principal of, and make-whole amount, if any, and interest on the debt securities may be determined with reference to an index, the manner in which such amount will be determined;
whether the debt securities will be issued in whole or in part in the global form of one or more debt securities and, if so, the depositary for such debt securities, the circumstances under which any such debt security may be exchanged for debt securities registered in the name of, and under which any transfer of debt securities may be registered in the name of, any person other than such depositary or its nominee, and any other provisions regarding such debt securities;
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whether, under what circumstances and the currency in which, we will pay additional amounts on the debt securities to any holder of the debt securities who is not a United States person in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem such debt securities rather than pay such additional amounts, and the terms of any such option;
whether the debt securities will be secured by any collateral and, if so, a general description of the collateral and the terms of any related security, pledge or other agreements;
the persons to whom any interest on the debt securities will be payable, if other than the registered holders thereof on the regular record date therefor; and
any other material terms or conditions upon which the debt securities will be issued.
Unless otherwise indicated in the applicable prospectus supplement, we will issue debt securities in fully registered form without coupons and in denominations of $1,000 and in integral multiples of $1,000, and interest will be computed on the basis of a 360-day year of twelve 30-day months. If any interest payment date or the maturity date falls on a day that is not a business day, then the payment will be made on the next business day without additional interest and with the same effect as if it were made on the originally scheduled date. “Business day” means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York, and on which the trustee and commercial banks are open for business in New York, New York.
Unless we inform you otherwise in a prospectus supplement, each series of our senior debt securities will rank equally in right of payment with all of our other unsubordinated debt. The subordinated debt securities will rank junior in right of payment and be subordinate to all of our unsubordinated debt.
Unless otherwise indicated in the applicable prospectus supplement, the trustee will act as paying agent and registrar for the debt securities under the indenture. We may act as paying agent under the indenture.
The prospectus supplement will contain a description of United States federal income tax consequences relating to the debt securities, to the extent applicable.
Covenants
The applicable prospectus supplement will describe any covenants, such as restrictive covenants restricting us or our subsidiaries, if any, from incurring, issuing, assuming or guarantying any indebtedness or restricting us or our subsidiaries, if any, from paying dividends or acquiring any of our or its capital stock.
Consolidation, Merger and Transfer of Assets
The indenture permits a consolidation or merger between us and another entity and/or the sale, conveyance or lease by us of all or substantially all of our property and assets, provided that:
the resulting or acquiring entity, if other than us, is organized and existing under the laws of a United States jurisdiction and assumes all of our responsibilities and liabilities under the indenture, including the payment of all amounts due on the debt securities and performance of the covenants in the indenture;
immediately after the transaction, and giving effect to the transaction, no event of default under the indenture exists; and
we have delivered to the trustee an officers’ certificate stating that the transaction and, if a supplemental indenture is required in connection with the transaction, the supplemental indenture comply with the indenture and that all conditions precedent to the transaction contained in the indenture have been satisfied.
If we consolidate or merge with or into any other entity, or sell or lease all or substantially all of our assets in compliance with the terms and conditions of the indenture, the resulting or acquiring entity will be substituted for us in the indenture and the debt securities with the same effect as if it had been an original party to the indenture and the debt securities. As a result, such successor entity may exercise our rights and powers under the indenture and the debt securities, in our name and, except in the case of a lease, we will be released from all our liabilities and obligations under the indenture and under the debt securities.
Notwithstanding the foregoing, we may transfer all of our property and assets to another entity if, immediately after giving effect to the transfer, such entity is our wholly owned subsidiary. The term “wholly
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owned subsidiary” means any subsidiary in which we and/or our other wholly owned subsidiaries, if any, own all of the outstanding capital stock.
Modification and Waiver
Under the indenture, some of our rights and obligations and some of the rights of the holders of the debt securities may be modified or amended with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities affected by the modification or amendment. However, the following modifications and amendments will not be effective against any holder without its consent:
a change in the stated maturity date of any payment of principal or interest;
a reduction in the principal amount of or interest on any debt securities;
an alteration or impairment of any right to convert at the rate or upon the terms provided in the indenture;
a change in the currency in which any payment on the debt securities is payable;
an impairment of a holder’s right to sue us for the enforcement of payments due on the debt securities; or
a reduction in the percentage of outstanding debt securities required to consent to a modification or amendment of the indenture or required to consent to a waiver of compliance with certain provisions of the indenture or certain defaults under the indenture.
Under the indenture, the holders of not less than a majority in aggregate principal amount of the outstanding debt securities may, on behalf of all holders of the debt securities:
waive compliance by us with certain restrictive provisions of the indenture; and
waive any past default under the indenture in accordance with the applicable provisions of the indenture, except a default in the payment of the principal of or interest on any series of debt securities.
Events of Default
Unless we indicate otherwise in the applicable prospectus supplement, “event of default” under the indenture will mean, with respect to any series of debt securities, any of the following:
failure to pay interest on any debt security for 30 days after the payment is due;
failure to pay the principal of any debt security when due, either at maturity, upon redemption, by declaration or otherwise;
failure on our part to observe or perform any other covenant or agreement in the indenture that applies to the debt securities for 90 days after we have received written notice of the failure to perform in the manner specified in the indenture; and
certain events of bankruptcy, insolvency or reorganization.
Remedies Upon an Event of Default
If an event of default occurs and continues, the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of such series may declare the entire principal of all the debt securities to be due and payable immediately, except that, if the event of default is caused by certain events in bankruptcy, insolvency or reorganization, the entire principal of all of the debt securities of such series will become due and payable immediately without any act on the part of the trustee or holders of the debt securities. If such a declaration occurs, the holders of a majority of the aggregate principal amount of the outstanding debt securities of such series can, subject to conditions, rescind the declaration.
The indenture requires us to furnish to the trustee not less often than annually, a certificate from our principal executive officer, principal financial officer or principal accounting officer, as the case may be, as to such officer’s knowledge of our compliance with all conditions and covenants under the indenture. The trustee may withhold notice to the holders of debt securities of any default, except defaults in the payment of principal
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of or interest on any debt securities if the trustee in good faith determines that the withholding of notice is in the best interests of the holders. For purposes of this paragraph, “default” means any event which is, or after notice or lapse of time or both would become, an event of default under the indenture.
The trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders of debt securities, unless the holders offer the trustee satisfactory security or indemnity. If satisfactory security or indemnity is provided, then, subject to other rights of the trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities may direct the time, method and place of:
conducting any proceeding for any remedy available to the trustee; or
exercising any trust or power conferred upon the trustee.
The holder of a debt security will have the right to begin any proceeding with respect to the indenture or for any remedy only if:
the holder has previously given the trustee written notice of a continuing event of default;
the holders of not less than a majority in aggregate principal amount of the outstanding debt securities have made a written request of, and offered reasonable indemnity to, the trustee to begin such proceeding;
the trustee has not started such proceeding within 60 days after receiving the request; and
no direction inconsistent with such written request has been given to the trustee under the indenture.
However, the holder of any debt security will have an absolute right to receive payment of principal of and interest on the debt security when due and to institute suit to enforce this payment.
Satisfaction and Discharge; Defeasance
Satisfaction and Discharge of Indenture. Unless otherwise indicated in the applicable prospectus supplement, if at any time,
we have paid the principal of and interest on all the debt securities of any series, except for debt securities which have been destroyed, lost or stolen and which have been replaced or paid in accordance with the indenture, as and when the same shall have become due and payable, or
we have delivered to the trustee for cancellation all debt securities of any series theretofore authenticated, except for debt securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in the indenture, or
all the debt securities of such series not theretofore delivered to the trustee for cancellation have become due and payable, or are by their terms are to become due and payable within one year or are to be called for redemption within one year, and we have deposited with the trustee, in trust, sufficient money or government obligations, or a combination thereof, to pay the principal, any interest and any other sums due on the debt securities, on the dates the payments are due or become due under the indenture and the terms of the debt securities,
then the indenture shall cease to be of further effect with respect to the debt securities of such series, except for:
rights of registration of transfer and exchange, and our right of optional redemption;
substitution of mutilated, defaced, destroyed, lost or stolen debt securities;
rights of holders to receive payments of principal thereof and interest thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any;
the rights, obligations and immunities of the trustee under the indenture; and
the rights of the holders of such series of debt securities as beneficiaries thereof with respect to the property so deposited with the trustee payable to all or any of them.
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Defeasance and Covenant Defeasance. Unless otherwise indicated in the applicable prospectus supplement, we may elect with respect to any debt securities of any series either:
to defease and be discharged from all of our obligations with respect to such debt securities (“defeasance”), with certain exceptions described below; or
to be released from our obligations with respect to such debt securities under such covenants as may be specified in the applicable prospectus supplement, and any omission to comply with those obligations will not constitute a default or an event of default with respect to such debt securities (“covenant defeasance”).
We must comply with the following conditions before the defeasance or covenant defeasance can be effected:
we must irrevocably deposit with the indenture trustee or other qualifying trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the trustee, trust funds in trust solely for the benefit of the holders of such debt securities, sufficient money or government obligations, or a combination thereof, to pay the principal, any interest and any other sums on the due dates for those payments; and
we must deliver to the trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for federal income tax purposes as a result of defeasance or covenant defeasance, as the case may be, to be effected with respect to such debt securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such defeasance or covenant defeasance, as the case may be, had not occurred.
In connection with defeasance, any irrevocable trust agreement contemplated by the indenture must include, among other things, provision for:
payment of the principal of and interest on such debt securities, if any, appertaining thereto when due (by redemption, sinking fund payments or otherwise),
the payment of the expenses of the trustee incurred or to be incurred in connection with carrying out such trust provisions,
rights of registration, transfer, substitution and exchange of such debt securities in accordance with the terms stated in the indenture, and
continuation of the rights, obligations and immunities of the trustee as against the holders of such debt securities as stated in the indenture.
The accompanying prospectus supplement may further describe any provisions permitting or restricting defeasance or covenant defeasance with respect to the debt securities of a particular series.
Global Securities
Unless otherwise indicated in the applicable prospectus supplement, each debt security offered by this prospectus will be issued in the form of one or more global debt securities representing all or part of that series of debt securities. This means that we will not issue certificates for that series of debt securities to the holders. Instead, a global debt security representing that series will be deposited with, or on behalf of, a securities depositary and registered in the name of the depositary or a nominee of the depositary. Any such depositary must be a clearing agency registered under the Securities Exchange Act of 1934. We will describe the specific terms of the depositary arrangement with respect to a series of debt securities to be represented by a global security in the applicable prospectus supplement.
Notices
We will give notices to holders of the debt securities by mail at the addresses listed in the security register. In the case of notice in respect of unregistered securities or coupon securities, we may give notice by publication in a newspaper of general circulation in New York, New York.
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Governing Law
The particular terms of a series of debt securities will be described in a prospectus supplement relating to such series of debt securities. Any indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended, and may be supplemented or amended from time to time following their execution. Unless otherwise stated in the applicable prospectus supplement, we will not be limited in the amount of debt securities that we may issue, and neither the senior debt securities nor the subordinated debt securities will be secured by any of our property or assets. Thus, by owning debt securities, you are one of our unsecured creditors.
Regarding the Trustee
From time to time, we may maintain deposit accounts and conduct other banking transactions with the trustee to be appointed under the indenture or its affiliates in the ordinary course of business.
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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.
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.
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.
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.
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.
Unless indicated otherwise in the prospectus supplement, our agents will act on a best efforts basis for the period of their appointment.
An agent may be deemed to be underwriters under the Securities Act of 1933 (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.
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.
These delayed delivery contracts will be subject only to the conditions set forth in the prospectus supplement.
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.
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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;
the period during which and the price at which the shareholder subscription rights will be exercisable;
any provisions for changes to or adjustments in the exercise price of the shareholder subscription rights; and
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 Securities Exchange Act of 1934. 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.
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 OPINIONMATTERS
TheCertain legal matters with respect to the validity of the Sharessecurities being offered hereby has beenwill be passed uponon for the Companyus by Reed Smith LLP, 2500 One Liberty Place, 1650 Market Street, Philadelphia, Pennsylvania 19103.Pittsburgh, Pennsylvania. Any underwriters will be advised about other issues relating to any offering by their own legal counsel.
EXPERTS
The financial statements and financial statement schedule as of and for the year ended December 31, 2015, incorporated in this prospectus by reference from the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2015,2020, were audited by Baker Tilly Virchow Krause,US, 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, 2015, which areis incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the reportsreport of such firm given upon their authority as experts in accounting and auditing.
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIESWHERE YOU CAN FIND MORE INFORMATION
The 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).
Directors' and officers' liability insurance has been purchased for allThis prospectus is part of the Company's directors and officers. This insurance also insuresregistration statement on Form S-3 we filed with the Company against amounts paid by the Company to indemnify covered directors and officers.
Insofar as indemnification for liabilities arisingSEC under the Securities Act and does not contain all the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be permitted for directors, officerscomplete and controlling personsyou should refer to the exhibits that are a part of the Companyregistration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at http://www.sec.gov, and through a link on our website at http://www.yorkwater.com.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus information 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) of the Securities Exchange Act of 1934 prior to the sale of all the shares covered by this prospectus.
•
Our Annual Report on Form 10-K for the year ended December 31, 2020;
•
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, as filed with the SEC on May 4, 2021 and August 5, 2021, respectively;
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
All filings we make with the SEC pursuant to the foregoing provisions,Securities Exchange Act of 1934 after the Company has been informed that in the opiniondate of the Securitiesinitial registration statement, of which this prospectus is a part, and Exchange Commission such indemnificationprior to the effectiveness of the registration statement.
You may request a copy of these documents, which will be provided to you at no cost, by writing or telephoning us using the following contact information:
The York Water Company
130 East Market Street
York, Pennsylvania 17401
Attn: Matthew E. Poff, Chief Financial Officer
Telephone: (717) 845-3601
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 against public policyaccurate only as expressed inof the Act and is, therefore, unenforceable.date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities.

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THE YORK WATER COMPANY
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN
501,240 Shares Common Stock (no par value)
PROSPECTUS
Dated October                    , 2016

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PART II


INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Item 14.
Other Expenses of Issuance and Distribution.
The following table sets forth estimated fees and expenses in connection with the issuance and distribution of the Sharessecurities being registered on this Registration Statement on Form S-3 will be paid by the Registrant and are as follows:registered:
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
​​
$5,455
NASDAQ Global Select Market Fee
​​
*
Legal fees and expenses
​​
*
Transfer agent and registrar fees and expenses
​​
*
Accounting fees and expenses
​​
*
Printing and engraving expenses
​​
*
Trustee Services
​​
*
Miscellaneous
​​
*
Total Expenses
​​
$   *

Item 15. Indemnification of Directors and Officers.
*
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
Item 15.
Indemnification of Directors and 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.
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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 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.
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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.
Item 16. List of Exhibits.
Item 16.
List of Exhibits.
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
Exhibit No.
​​
Description of Exhibits
4.1
1.1
​​
Indenture, dated asForm of October 1, 2010, byUnderwriting Agreement*
3.1
​​
Amended and between The York Water Company and Manufacturers and Traders Trust Company, as trustee, relative to the $15,000,000 5.0% Monthly Senior Notes, incorporatedRestated Articles of Incorporation (incorporated by reference to Exhibit 4.1 to3.1 of the Company's Current Report on Form 8-K filed October 8, 2010.
with the SEC on May 4, 2010)
4.2
3.2
​​
First Supplemental Indenture, dated as of October 1, 2010, byAmended and between The York Water Company and Manufacturers and Traders Trust Company, as trustee (which includes the form of Note, incorporatedRestated By-Laws (incorporated by reference to Exhibit 4.2 to3.1 of the Company's Current Report on Form 8-K filed October 8, 2010.
with the SEC on January 26, 2012)
5.1*4.4
​​
Form of Indenture+
5.1
​​
Opinion of Reed Smith LLP as to the legality of the shares being registered.
+
23.1*23.1
​​
Consent of Baker Tilly Virchow Krause, LLP.
US, LLP+
23.2*
23.2
​​
Consent of Reed Smith LLP (included in Exhibit 5.1).
24.1
​​
Power of Attorney (set forth on the signature page of this Registration Statement)
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 part of this registration statement.
**
To be filed pursuant to the Trust Indenture Act of 1939, as amended.
+
Filed herewith.
Item 17.
Undertakings.
Item 17. Undertakings.
(a)The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (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 Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
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(4)That, for the purpose of determining liability under the Securities Act to any purchaser:

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(i)If the registrant is relying on Rule 430B:
(A)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and
(B)
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
If the registrant is relying on Rule 430B:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this 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 of 1933 shall be deemed to be part of and included in this 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 this registration statement relating to the securities in this 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, (b)(5)however, or (b)(7) as part of this 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 this 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 this registration statement relating to the securities in this 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 this registration statement or made in a document incorporated or deemed incorporated by reference into this 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 this registration statement or prospectus that was part of this 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 of 1933 to any purchaser in the initial distribution of the securities, 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:
(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.
(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, 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:
(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 of 1933, each filing of the registrant'sregistrant’s annual report pursuant to sectionSection 13(a) or sectionSection 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan'splan’s annual report pursuant to Section 15(d) of the Securities Exchange Act)Act of
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1934) 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 will be deemed to be the initial bona fide offering thereof.
(c)The undersigned registrant hereby undertakes to 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 Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
(d)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes 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 (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, Pennsylvania, on October 31, 2016.September 24, 2021.
​​
THE YORK WATER COMPANY
​​
​​
​​
By:
​​
/s/ Jeffrey R. HinesJoseph T. Hand
​​
Joseph T. Hand
​​
President and 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 date indicated. Each person in so signing also makes, constitutes and appoints Joseph T. Hand and Matthew E. Poff 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
/s/ Joseph T. Hand
​​
President and Chief Executive Officer (Principal Executive Officer and Director)
​​
September 24, 2021
Joseph T. Hand
​
​​
​​
/s/ Matthew E. Poff
​​
Chief Financial Officer and Treasurer (Principal Accounting Officer and Principal Financial Officer)
​​
September 24, 2021
Matthew E. Poff
​
​​
​​
/s/ Cynthia A. Dotzel
​​
Director
​​
September 24, 2021
Cynthia A. Dotzel
​
​​
​​
/s/ Michael W. Gang
​​
Director
​​
September 24, 2021
Michael W. Gang
​
​​
​​
/s/ George W. Hodges
​​
Director
​​
September 24, 2021
George W. Hodges
​
​​
​​
​​
Director
​​
September 24, 2021
Jeffrey R. Hines
President and 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 date indicated.
SignatureCapacityDate​​
​​
/s/ George Hay Kain, III
​​
Director
​​
September 24, 2021
George Hay Kain, III
​
​​
​​
/s/ Jody L. Keller
​​
Director
​​
September 24, 2021
Jody L. Keller
​
​​
​​
/s/ Erin C. McGlaughlin
​​
Director
​​
September 24, 2021
Erin C. McGlaughlin
​
​​
​​
/s/ Robert P. Newcomer
​​
Director
​​
September 24, 2021
Robert P. Newcomer
​
​​
​​
/s/ Steven R. Rasmussen
​​
Director
​​
September 24, 2021
Steven R. Rasmussen
​
​​
​​
/s/ Ernest J. Waters
​​
Director
​​
September 24, 2021
Ernest J. Waters
​
/s/ *                  
   Jeffrey R. Hines
President and Chief Executive Officer (Principal Executive Officer and Director) October 31, 2016
/s/ *                          
Kathleen M. Miller
Chief Financial Officer and Treasurer (Principal Accounting Officer and Chief Financial Officer)
October 31, 2016
__________
Erin C. Casey
Director
     _____________
James H. Cawley
Director
/s/ *                       
    Michael W. Gang
DirectorOctober 31, 2016
/s/ *                         
George W. Hodges
DirectorOctober 31, 2016
/s/ *                        
George H. Kain, III
DirectorOctober 31, 2016
/s/ *                  
Jody L. Keller
DirectorOctober 31, 2016
/s/ *                          
Robert P. Newcomer
DirectorOctober 31, 2016
/s/ *                           
Steven R. Rasmussen
DirectorOctober 31, 2016
/s/ *                       
Ernest J. Waters
DirectorOctober 31, 2016


INDEX TO EXHIBITS
Exhibit
Number
Exhibit
Description
Page Number of Incorporation
By Reference
3Amended and Restated Articles of Incorporation
Incorporated herein by reference.  Filed previously with the Securities and Exchange Commission as Exhibit 3.1 to Form 8-K dated May 4, 2010.
3.1Amended 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.
4.2Indenture, dated as of October 1, 2010, by and between The York Water Company and Manufacturers and Traders Trust Company, as trustee, relative to the $15,000,000 5.0% Monthly Senior Notes
Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 4.1 to the Company's October 8, 2010 Form 8-K.
4.3First 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
5.1*
Opinion of Reed Smith LLP as to the legality of the shares being registered.
Filed herewith
23.1*
Consent of Baker Tilly Virchow Krause, LLP
Filed herewith
23.2*Consent of Reed Smith LLP.(Included in Exhibit 5.1)

*Filed herewith.
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