As filed with the Securities and Exchange Commission on December 1, AS FILED WITH THE1998
Registration No. 033-60441
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 8, 1995
REGISTRATION NO. 33-60441
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM-----------------------
Form S-3
REGISTRATION STATEMENT
UNDERUnder
THE SECURITIES ACT OF 1933
-----------------------------------------------
SOUTHERN CALIFORNIA WATER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)(Exact name of Registrant as specified in its charter)
California 95-1243678
(State or other jurisdiction of (I.R.S. EMPLOYER
IDENTIFICATION NO.)Employer
incorporation or organization) Identification Number)
-------------------------
630 EAST FOOTHILL BOULEVARD
SAN DIMAS, CALIFORNIAEast Foothill Boulevard
San Dimas, California 91773
(909) 394-3600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
PRINCIPAL EXECUTIVE OFFICES)
------------------------
JAMES B. GALLAGHER
VICE PRESIDENT-FINANCE,
CHIEF FINANCIAL OFFICER AND SECRETARY
SOUTHERN CALIFORNIA WATER COMPANY(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-------------------------
McClellan Harris III
630 EAST FOOTHILL BOULEVARD
SAN DIMAS, CALIFORNIAEast Foothill Boulevard
San Dimas, California 91773
(909) 394-3600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)(Name, address, including zip code, and telephone number, including area
code, of agent for service)
------------------------
IT IS RESPECTFULLY REQUESTED THAT THE COMMISSION SEND COPIES OF ALL NOTICES,
ORDERS AND COMMUNICATIONS TO:
C. JAMES LEVIN, ESQ.
O'MELVENY & MYERS
400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071-2899
GARY W. WOLF, ESQ.
CAHILL GORDON & REINDEL
EIGHTY PINE STREET
NEW YORK, NEW YORK 10005-1702
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC:Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
as determined by market conditions.
------------------------
If the only securities being registered on this Formform are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /[ ]
If any of the securities being registered on this Formform are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/[X}
If this Formform is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, of 1933, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. / /[ ] __________
If this Formform is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, of 1933, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /[ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT"
CALCULATION OF REGISTRATION FEE
=============================================================================
Title of each class of Proposed maximum Amount of
securities to be registered aggregate offering price<1> registration fee<1>
- -----------------------------------------------------------------------------
Medium-Term Notes, Series C $60,000,000 $16,680
- -----------------------------------------------------------------------------
<1> Calculated pursuant to Rule 457(o) of the rules and regulations under
the Securities Act of 1933, as
amended.=====================================================================
========
The Registrant hereby amends this Registration
Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------may determine.
=============================================================================
2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THISThe information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any State where the offer or sale is not permitted.
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED AUGUST 8, 1995
PROSPECTUSSubject to Completion
Preliminary Prospectus Dated December
1, 1998
$60,000,000
SOUTHERN CALIFORNIA WATER COMPANY
SECURITIES
------------------------630 East Foothill Blvd.
San Dimas, California 91773
Telephone: 909-394-3600
MEDIUM-TERM NOTES, SERIES C
We may from time to time offer the notes described in this
Prospectus. The notes
- will mature on varying dates ranging from nine months to 30
years from the date of issuance,
- will bear interest at a fixed rate payable on June 1 and
December 1 of each year,
- will be unsecured,
- will not be convertible,
- may be subject to either mandatory or optional redemption,
and
- will not be listed on any national securities exchange.
We will provide you with the specific terms of the notes in
supplements to this Prospectus.
We will pay each agent a commission of .125% to .750% of the
principal amount of each note sold through an agent, depending
upon the maturity of the note. If all the notes are sold through
agents, we will receive between $59,925,000 and $59,550,000,
after paying commissions of between $75,000 and $450,000.
Neither the Securities and Exchange Commission nor
any state securities regulator has approved of these
notes or determined that this Prospectus is accurate
or complete. Any representation to the contrary is
a criminal offense.
A.G. Edwards & Sons, Inc. PaineWebber Incorporated
Agents
__________, 1998
TABLE OF CONTENTS
SUMMARY 1WHERE YOU CAN
FIND MORE INFORMATION 5USE OF PROCEEDS
5DESCRIPTION OF NOTES 6
General 6
Status of Notes 6
Payment of Principal and Interest 6
Redemption and Repurchase of Notes 7
Transfer of Notes 7
Global Notes 7
Absence of Restrictive Covenants 8
Successor Corporation 9
Events of Default 9
Modification of Indenture 10
Defeasance 10
Regarding the Trustee 11
Governing Law 11
PLAN OF DISTRIBUTION 11
LEGAL MATTERS 12
EXPERTS 12
SUMMARY
This Prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission ("SEC") using
the shelf registration process. Under this process, we may sell
up to $60,000,000 of the notes described in this Prospectus in
one or more offerings over a period of several years.
This Prospectus provides you with a general description of
the notes we may offer. Each time we sell notes, we will provide
you with a supplement to this Prospectus that will describe the
specific amounts, prices and terms of the notes for that
offering. Although we will try to include all information that
we believe may be material to investors, certain details that may
be important to you may have been excluded. To see more detail,
you should read the exhibits filed by us with the registration
statement or in other SEC filings.
We also periodically file with the SEC documents that
include information about our financial statements and our
company, including information on matters that might affect our
future financial results. Directions on how you may get documents
are provided on page 3. It is important for you to read these
documents, this Prospectus and the applicable Prospectus
Supplement, in addition to this Summary, before you invest.
Southern California Water Company
(the "Company") may offer from time to
time, in one or more series, its unsecured debtOur company is a wholly owned subsidiary of American States
Water Company. None of our securities (the "Debt
Securities"), andare listed on any national
securities exchange. The common shares of its Common Shares, par value $2.50 per share (the
"Common Shares"). The Debt Securities and the Common SharesAmerican States Water
Company are, collectively
referred to herein as the "Securities." The Securities will have an aggregate
offering price not exceeding $70,000,000 and will be offered on terms to be
determined at the time of offering.
In the case of Debt Securities, the specific title, the aggregate principal
amount, the purchase price, the maturity, the rate and time of payment of any
interest, any redemption or sinking fund provisions, any conversion provisions
and any other specific terms of the Debt Securities will be set forth in an
accompanying supplement to this Prospectus (a "Prospectus Supplement"). In the
case of Common Shares, the specific number of shares and issuance price per
share will be set forth in an accompanying Prospectus Supplement. Unless
otherwise disclosed in the applicable Prospectus Supplement, the Common Shares
will be listedhowever, traded on the New York Stock Exchange under
the symbol "SCW."AWR."
SecuritiesOur company was founded in 1929 and operates 39 water
systems serving approximately 242,500 customers located in 75
communities in California. We also sell electricity to
approximately 21,000 customers in the Big Bear area of
California. We are regulated by the California Public Utilities
Commission.
Selected Financial Information
The following information is unaudited and was derived from
our financial statements. The information is only a summary and
does not provide all of the information contained in our
financial statements and the periodic reports that we have filed
with the SEC.
For the Year Ended December 31,
For the 12 Months Ended ----------------------------
September 30,1998 1997 1996 1995
----------------------------------------------------
(Dollars in Thousands)
Statement of Income Data:
Operating Revenues $148,448 $153,755 $151,529 $129,813
Operating Expenses 123,008 130,297 128,100 108,425
Operating Income 25,440 23,458 23,429 21,388
Other Income 328 758 531 366
Interest Charges 10,979 10,157 10,500 9,559
Net Income 14,789 14,059 13,460 12,165
Dividends on Preferred 69 92 94 96
Shares <1>
Earnings Available for
Common Shareholders <1> 14,720 13,967 13,366 12,069
- --------------------------
As of
December 31,
As of -------------------------------
September 30,1998 1997 1996 1995
----------------------------------------------------
(Dollars in Thousands)
Balance Sheet Data: Total Assets
$478,172 $457,074 $430,922 $406,255
Long-Term Debt 130,803 115,286 107,190 107,455
Preferred Shares <1> 0 1,600 1,600 1,600
Preferred Shares
subject to Mandatory
Redemption <1> 0 440 480 520
Common Equity 154,546 151,053 146,766 121,576
Total Capitalization 285,349 268,379 256,036 231,151
- --------------------------
<1> On July 1, 1998, we became a wholly owned subsidiary of
American States Water Company. All of our outstanding Common
Shares and Preferred Shares were exchanged for Common Shares and
Preferred Shares of American States Water Company. As a result,
we no longer have any Preferred Shares outstanding and all of our
Common Shares are owned by American States Water Company.
Set forth below are the ratios of earnings to fixed
chargesfor the periods indicated:
For the Year Ended December 31,
For the 12 Months Ended --------------------------------
September 30,1998 1997 1996 1995 1994 1993
-------------------------------------------------------
Ratio of Earnings toFixed Charges 3.36 3.35 3.26
3.19 3.58 3.09
General Indenture Provisions
- The notes will be issued pursuant to the terms of an indenture.
- The indenture does not limit the amount of other debt
securities that we may issue or provide you any protection
should there be sold directly, through agentsa highly leveraged transaction involving our
company.
- The indenture allows us to merge or to consolidate with
another person, or transfer all or substantially all of our
assets to another person. If these events occur, the other
person will be required to assume our responsibilities on
the notes, and we will be released from timeall liabilities and
obligations.
- The indenture provides that holders of a majority of the
total principal amount of the outstanding notes may vote to
change our obligations or your rights concerning the notes.
But to change terms relating to the time or through underwriters and/or dealers. If any agentamount of payment,
every holder of the Company ornotes must consent.
- If we satisfy certain conditions, we may discharge the
indenture at any underwriter is involvedtime by depositing sufficient funds with
the Trustee to pay the notes when due. All amounts due to
you on the notes would be paid by the Trustee from the
deposited funds.
- If certain events of default specified in the saleindenture
occur, the Trustee or holders of not less than one-third of
the Securities, the name of such agent or
underwriter and any applicable commission or discount will be set forth in the
accompanying Prospectus Supplement. See "Plan of Distribution."
The Debt Securities, if issued, will rank on a parity with all other
unsecured and unsubordinated indebtednessprincipal amount of the Company. See "Description of
Debt Securities."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THE DATE OF THIS PROSPECTUS IS , 1995.
3
AVAILABLE INFORMATION
The Company is subject tonotes outstanding may declare
the informational requirementsprincipal of the Securities
Exchange Actnotes immediately payable.
- Events of 1934, as amended,default under the indenture include:
- Failure to pay principal within three business days of
when due,
- Failure to deposit sinking fund payments within three
business days of when due,
- Failure to pay any installment of interest for 60 days,
and
in accordance therewith, files- Violation of covenants for 90 days after receipt of
notice to cure.
- The indenture does not contain a provision which is
triggered by our default under our other indebtedness.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports
proxy statements
and other information with the SecuritiesSEC. You may read and
Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at Room 1024 of the offices of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should be available for inspection and copyingcopy any document we file at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor,SEC's public reference rooms in
Washington, D.C., New York, New York 10048
and Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained fromIllinois.
Please call the principal
offices of the CommissionSEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The issued and outstanding Common
Shares of the Company are listed1-800-SEC-0330 for further information on
the New York Stock Exchange, and such
reports, proxy statements and other information canpublic reference rooms. Our SEC filings are also be inspectedavailable
to the public at such
Exchange.
This Prospectus does not contain allthe SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the
information set forth in the
Registration Statementwe file with them, which means that we can disclose
important information to you by referring you to those documents.
The information incorporated by reference is considered to be
part of this prospectus, and exhibits thereto which the Company haslater information filed with the Commission under the Securities Act of 1933SEC
will update and reference is hereby made to such
Registration Statement, including the exhibits thereto.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated hereinsupersede this information. We incorporate by
reference the following documents of the
Company filedlisted below and any future filings made
by us with the Commission (file no. 0-1121): (1) Annual Report on Form
10-K for the fiscal year ended December 31, 1994; (2) Quarterly Report on Form
10-Q for the quarter ended March 31, 1995; (3) Amendment No. 1 to Quarterly
Report on Form 10-Q/A for the quarter ended March 31, 1995; (4) Quarterly Report
on Form 10-Q for the quarter ended June 30, 1995; and (5) all documents filed by
the Company pursuant toSEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 as amended, subsequent tountil our offering is
completed:
- Annual Report on Form 10-K for the dateyear ended December 31,
1997,
- Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998,
- Current Reports on Form 8-K filed July 1, 1998 and
November 2, 1998, and
- The portions of this Prospectus and
prior toour Proxy Statement on Schedule 14A for the
terminationAnnual Meeting of the offering of the Securities.
Any statement contained in a document incorporated or deemed to beShareholders held on April 28, 1998 that have
been incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
in a Prospectus Supplement or in any subsequently filed document which is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial holder, to whominto our most recent Form 10-K.
You may request a copy of this Prospectus is delivered, uponthese filings, at no cost, by
writing or telephoning us at the written or oral request of any such person, a copy of any or all the foregoing
documents incorporated by reference herein, including exhibits specifically
incorporated by reference in such documents but excluding all other exhibits to
such documents. Requests should be made tofollowing address:
Corporate Secretary
Southern California Water Company
630 East Foothill Boulevard
San Dimas, California 91773
(Telephone: (909) 394-3600), Attention: Office394-3600
You should rely only on the information incorporated by
reference or provided in this Prospectus or the applicable
Prospectus Supplement. We have authorized no one to provide you
with different information. We are not making an offer of these
notes in any state where the offer is not permitted. You should
not assume that the information in this Prospectus or the
applicable Prospectus Supplement is accurate as of any date other
than the date on the front of the Treasurer.
THE COMPANY
The Company is a public utility regulated by the California Public
Utilities Commission (the "CPUC"). The Company is engaged in the purchase,
production, distribution and sale of water and in the purchase, distribution and
sale of electricity.
The Company was incorporated in California in 1929. Its executive offices
are located at 630 East Foothill Boulevard, San Dimas, California 91773, and its
telephone number is (909) 394-3600.document.
USE OF PROCEEDS
The Company is unable to predict either the number of Common Shares or the
amount of Debt Securities that will ultimately be sold or the prices at which,
or other terms upon which, such Securities will be sold. However, the Company
proposes to use the net proceeds from the sale of such Securitiesthe notes will be used for
the
reimbursementgeneral public utility purposes. General public utility purposes
include repayment of moneys actually expended from income,debt and capital expenditures. Proceeds may
be temporarily invested in short-term securities or from other moneys in
the Company's treasury, for the acquisition of property, for the construction,
completion, extension or improvement of the Company's facilities or for other
general corporate purposes. Such proceeds initially may be used to
reduce short-term borrowings or may be invested in short-term securities. Such proceedsborrowings. Proceeds may also be used to refund certain existingacquire
public utility property.
DESCRIPTION OF NOTES
We will issue the notes under an indenture that we have
filed with the SEC (the "Indenture"). The following summary of
the terms of the Indenture is not complete and you should carefully
review the Indenture, the Prospectus Supplement and any securities
resolution filed in connection with the offering of any notes.
General
We will issue the notes as a series of debt obligations with maturities in
excesssecurities under
the Indenture. The Indenture does not limit the amount of one year, in which event such refundedother
debt obligationssecurities we may issue. The specific terms of the notes
will be specifiedincluded in an applicable Prospectus Supplement.
2
4
SELECTED FINANCIAL DATA
The following table sets forth selected financiala securities resolution and other data for the
Company and its consolidated subsidiaries for the periods indicated. Such
information is qualified in its entirety by the more detailed financial
information set forth in the financial statements and the notes thereto
incorporated by reference herein. See "Incorporation of Certain Documents by
Reference."
AT OR FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND
RATIOS)
BALANCE SHEET DATA
Total assets................................ $383,627 $358,533 $312,491 $293,444 $268,028
Total utility plant......................... 314,879 294,990 277,525 258,558 235,713
Capital additions........................... 30,935 28,500 28,162 32,472 27,077
Long-term debt.............................. 92,891 84,286 84,195 82,634 67,246
Preferred Shares subject to mandatory
redemption................................ 560 600 640 680 720
Common equity............................... 118,962 116,463 88,229 83,162 71,141
Total capitalization........................ 214,013 202,949 174,664 168,076 140,707
INCOME STATEMENT DATA
Total operating revenues.................... 122,675 108,506 100,660 90,660 87,340
Net gain from sale of operating
properties................................ 313 -- 849 5,463 --
Net income.................................. 11,338 12,026 12,142 15,363 8,907
Earnings available for common
shareholders.............................. 11,240 11,926 12,040 15,259 8,801
Earnings per Common Share................... 1.43 1.66 1.82 2.34 1.41
Dividends declared per Common Share......... $1.20 $1.19 $1.15 $1.10 $1.08
Ratio of earnings to fixed charges.......... 3.55 3.05 3.41 2.92 3.23
Ratio of debt to total capitalization....... 43.4% 41.5% 48.2% 49.2% 47.8%
DESCRIPTION OF DEBT SECURITIES
Debt Securities may be issued from time to time in series under the
Indenture, dated as of September 1, 1993 (the "Indenture"), between the Company
and Chemical Trust Company of California, as trustee (the "Trustee"), or such
other trustee as may be designateddescribed in a
Prospectus Supplement. As used under
this caption, unless the context otherwise requires, "Offered Debt Securities"
shall mean the Debt Securities offered by this Prospectus and the accompanying
Prospectus Supplement. The statements under this caption are brief summaries of
certain provisions contained in the Indenture, do not purport to be complete and
are qualified in their entirety by reference to the Indenture, including the
definitions therein of certain terms, which is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The following sets
forth certain general terms and provisionsSome of the Debt Securities. Further terms
of the Offered Debt Securities will be set forth in a Prospectus Supplement.
GENERAL
The Indenture provides for the issuance of Debt Securities in series and
does not limit the principal amount of Debt Securities which may be issued
thereunder.
Reference is made to the applicable Prospectus Supplement for the following
terms of the Offered Debt Securities: (1) the designation, aggregate principal
amount and denominations; (2) the price at which such Debt Securities will be
issued and, if an index formula or other method is used, the method for
determining amounts of principal or interest; (3) the maturity date and other
dates, if any, on which principal will be payable; (4) the interest rate or
rates (which may be fixed or variable), if any; (5) the date or dates from which
interest will accrue and on which interest will be payable, and the record dates
for the payment of interest; (6) the manner of paying principal or interest; (7)
the places where principal and interest will be
3
5
payable; (8) the terms of any mandatory or optional redemption by the Company;
(9) the terms of any redemption at the option of Holders; (10) whether and upon
what terms any Debt Securities may be exchanged; (11) whether such Debt
Securities are to be represented in whole or in part by a Debt Security in
global form and, if so, the identity of the depositary ("Depositary") for any
global Debt Security; (12) any tax indemnity provisions; (13) the amount or
portion of principal payable upon acceleration of a discounted Debt Security;
(14) whether and upon what terms Debt Securities may be defeased; (15) any
events of default or restrictive covenants in addition to or in lieu of those
set forth in the Indenture; (16) provisions for electronic issuance of Debt
Securities or for Debt Securities in uncertificated form; and (17) any
additional provisions or other special terms not inconsistent with the
provisions of the Indenture, including any terms that may be requiredincluded
are:
- redemption at our option or advisable under United Statesin certain limited
circumstances,
- redemption at your option, and
- any changes to or other applicable lawsadditional Events of Default or regulations, or
advisable in connection with the marketing of the Debt Securities.
One or more series of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or bearing interest at a rate which at the time
of issuance is below market rates) to be sold at a substantial discount below
their stated principal amount. Tax and other special considerations applicable
to any such discounted Debt Securities will be describedcovenants.
Unless otherwise specified in the Prospectus Supplement, relating thereto.
STATUS OF DEBT SECURITIESwe
will issue the notes only as fully registered global notes. In
addition, unless otherwise specified, you may purchase notes in
authorized denominations of $1,000 or integral multiples thereof.
The Debt Securitiesnotes will mature on the date specified in the Prospectus
Supplement. The maturity date may vary from nine months to 30
years from the date of issuance of the notes. The notes will
bear interest at a fixed rate specified in the Prospectus
Supplement.
Status of Notes
The notes will be unsecured and unsubordinated obligations of the
Company and will rank
on a parity with all of our other unsecured and unsubordinated
indebtedness of the Company.indebtedness. At the date of this Prospectus, the Companywe had no
outstanding indebtedness for money borrowed secured by a mortgage
or pledge of or lien on assets.
GLOBAL SECURITIESPayment of Principal and Interest
We will maintain a paying agent in Los Angeles or San Francisco,
California until the notes are paid or we have provided for their
payment. We have initially appointed Chase Manhattan Bank and Trust
Company, National Association, as paying agent. We will notify you
in accordance with the Indenture of any change in the paying agent.
If a payment is due on a legal holiday, we will make the
payment on the next succeeding day that is not a legal holiday.
No interest will accrue on the payment amount for the intervening
period. The Debt Securitiesterm "legal holiday" means a Saturday or Sunday or a
day on which banking institutions in California or New York are
not required to be open.
If you do not claim any payments that we may make to a
paying agent on any note for a period of one year, then the
paying agent may return the payment to us. You must then contact
us for payment.
Each note will bear interest at a fixed rate from its
original issue date at the rate per annum stated on the face of
the note until the principal has been paid or we have provided
for its payment. Interest on each note will be payable
semiannually on each June 1 and December 1 and at maturity or
upon earlier redemption. If, however, we issue a note on a date
between the record date and an interest payment date, the first
interest payment date will be the next succeeding interest
payment date. Each interest payment will include interest to,
but excluding, the interest payment date. We will compute
interest on the basis of a series360-day year of twelve 30-day months.
We will pay interest to the registered holder of the note on
the record date. The record date will be May 15 for the interest
payment due on June 1 and November 15 for the interest payment
due on December 1, unless such date is a legal holiday. If the
15th is a legal holiday, the record date will be the next
preceding date that is not a legal holiday.
Redemption and Repurchase of Notes
If our notes held by you are subject to redemption, we will
provide you with not less than 20 nor more than 60 days' notice of
any redemption.
We may also at any time purchase notes at any price in the
open market or at a negotiated price. Unless the Prospectus Supplement
otherwise survives, any notes that we purchase may be issuedsurrendered to
the Trustee for cancellation.
Transfer of Notes
If notes are registered in wholeyour name, you may transfer or
exchange the notes at the office of the Trustee or at any other
office or agency maintained by us for such purposes, without the
payment of any service charge, except for any tax or governmental
charge.
Global Notes
Unless otherwise stated in partthe Prospectus Supplement, we
will issue the notes in the form of one or more global form. A Debt Securitynotes. We
will deposit the global notes with the depositary referred to in
the following paragraph. Unless a global form will be deposited with, or on behalf of, a
Depositary, which will be identified in an applicable Prospectus Supplement. A
global Debt Security may be issued in either registered or bearer form and in
either temporary or permanent form. Unless and until itnote is exchanged in
whole or in part for Debt Securitiesnotes in definitive form, a Debt Security in global formwe may not
be transferredtransfer a global note except as a whole byto the Depositary for such Debt
Security to adepositary or its
nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nomineeeither of such
successor. If any Debt Securities of a series are issuablethem.
Unless otherwise stated in global form, the
applicable Prospectus Supplement, The
Depository Trust Company, New York, New York ("DTC") will describeact as
depositary for each offering of notes. DTC and its participants
will maintain records of your beneficial interest in our global
notes. You may only transfer your beneficial interest in a
global note through DTC and its participants.
DTC has provided the circumstances, if any,following information to us:
- DTC is a limited-purpose trust company organized under which beneficial owners of interests in any such global Debt Security may
exchange such interests for definitive Debt Securities of such series and of
like tenor and principal amount in any authorized form and denomination, the
manner of payment of principal of, premium and interest, if any, on any such
global Debt Security andNew York Banking Law,
- a "banking organization" within the material termsmeaning of the depositary arrangementNew York
Banking Law,
- a member of the United States Federal Reserve System,
- a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and
- a "clearing agency" registered under the provisions of
Section 17A of the Securities Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC.
DTC also facilitates the settlement among its participants of
securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry
changes in its participant's accounts. This procedure eliminates
the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations.
DTC also makes access to its book-entry system available to
others, such as securities brokers and dealers and banks and
trust companies that, either directly or indirectly, clear
through or maintain a custodial relationship with a direct
participant in DTC. The rules applicable to DTC and its direct
and indirect participants are on file with the SEC.
Assuming DTC's nominee is the registered holder of the
global note, we will treat DTC's nominee as the owner of the
global note for all purposes. As a result, we will make all
payments through the Trustee to DTC's nominee. All such payments
will thereafter be the responsibility of DTC and its direct and
indirect participants. Our sole responsibility is to make
payments to the Trustee. The Trustee's sole responsibility is to
make payments to DTC's nominee. Likewise, we will give all notices
with respect to the notes, such as notices of redemption, through
DTC, and it will be the responsibility of DTC and its participants
to provide such information to you.
We expect that DTC, upon receipt of any suchpayment of the
global Debt Security.
ABSENCE OF RESTRICTIVE COVENANTS
The Companynote, will credit its participants' accounts on the
payment date according to their respective holdings of beneficial
interests in the global note as shown on DTC's records. We also
expect that payments by direct and indirect participants in DTC
will be made to you in accordance with standing instructions and
customary practices, as is the case with securities held for the
account of customers in bearer form or registered in "street
name".
Unless otherwise provided in the Prospectus Supplement, you
may exchange notes represented by a global note for a note in
definitive form in authorized denominations only if:
- DTC notifies us that it is unwilling or unable to continue
as depositary,
- DTC ceases to be a clearing agency registered under
applicable law and a successor depositary is not appointed by us
within 90 days, or
- we, in our discretion, determine not to require all of the
notes to be represented by a global note and notify the Trustee
of our decision.
Absence of Restrictive Covenants
We are not restricted by the Indenture from paying dividends
or from incurring, assuming or becoming liable for any type of
debt or other obligations, including obligations secured by property of the Company.our
property. The Indenture does not require the maintenance of any
financial ratios or specified levels of net worth or liquidity.
The Indenture does not contain a covenant or other provision that
specifically is intended to afford the holders of the Debt
Securitiesyou special protection in the
event of a highly leveraged transaction.
SUCCESSOR CORPORATIONSuccessor Corporation
The Indenture provides that the Company mayallows us:
- to consolidate with, or transfer
all or substantially all of its assets to, or merge with or into any other corporation, provided, thatperson,
- any other person to merge with us, or
- the transfer by us of all or substantially all of our assets
to another person,
if, in any such case: (i)each case, the following conditions are satisfied:
- the surviving Companycompany either
- is a corporationperson organized and existing under the laws of
the United States or any state thereof, and, if not the Company,or
- assumes, by supplemental indenture, all of theour obligations of the Company
under the Debt Securitiesnotes and the Indenture, and
(ii)- immediately after such merger, or consolidation or such transfer,
4
6there is no default exists inunder the performance of any such obligation.Indenture.
We will be relieved from our obligations on the notes
and under the Indenture if these conditions are satisfied.
Subject to certain limitations in the Indenture, the Trustee
may receive from the Companyrely on an officer's certificate and an opinion of counsel
from us as conclusive evidence that any such consolidation, merger or
transfer, and any suchrelated assumption of our obligations, complies
with the provisionIndenture.
Events of Default
Unless otherwise indicated in the Prospectus Supplement, the
term "Event of Default", when used in the Indenture, means any of
the Indenture.
EVENTS OF DEFAULT
An "Eventfollowing:
- default in the payment of Default" with respect to a series of Debt Securities will
occur if: (1) the Company defaults in any paymentinstallment of interest on any Debt
Securitiesthe
notes if the default continues for a period of 60 days,
- default in the payment of the seriesprincipal of the notes when
the same becomes due and payable andif the Defaultdefault continues for
a period of 60 days; (2) the Company defaultsthree business days,
- default in the payment of
the principaldeposit of any Debt Securities of the seriessinking fund payment, when and
as the same becomes due and payable at maturity or upon redemption, acceleration or otherwise andby the Defaultterms of the notes if
the default continues for a period of three business days; (3) the Company defaults
in the payment or satisfaction of any sinking fund obligation with respect to
any Debt Securities of a series as required by the Securities Resolution or
supplemental indenture establishing such series and the Default continuesdays,
- default for a
period of three business days; (4) the Company defaults90 days after notice in the performance of any of itsour
other agreements applicable to the series and the Default continues
for 90 days afternotes; the notice specified below; (5) the Company pursuant to or
within the meaning of any Bankruptcy Law: (A) commences a voluntary case, (B)
consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a Custodian for it or for all or
substantially all of its property, or (D) makes a general assignment for the
benefit of its creditors; (6) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that: (A) is for relief against the Company
in an involuntary case, (B) appoints a Custodian for the Company or for all or
substantially all of its property, or (C) orders the liquidation of the Company;
and the order or decree remains unstayed and in effect for 60 days; or (7) any
other event of default provided for in the series occurs.
"Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or State
law for the relief of debtors.
"Custodian" means any receiver, trustee, assignee, liquidator or a similar
official under any Bankruptcy Law.
"Default" means any event which is, or after notice or passage of time
wouldmay be an Event of Default. A Default described in clause (4) above is not an
Event of Default untilsent
either by the Trustee or the Holdersby holders of at least 33 1/3%one-third in
aggregate principal amount of the series notifynotes; the Company of the Default and the Company
does not cure the Default within the time specified after receipt of the notice.
The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Debt Securities of the series. Subject to certain limitations,
Holders of a majority in principal amount of the Debt Securities of the series
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the series notice of any continuing Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in their interest. The Company is required
to furnishnotify you of any event that would become a default with
notice if the Trustee annually, a brief certificate as tohas actual knowledge of the Company's compliance with all conditions
and covenants underevent,
- certain events in bankruptcy, insolvency or reorganization
of our company, or
- any other Event of Default provided in the Indenture.terms of the
notes.
The Indenture does not have a cross-default provision.
Thus, a default by the Companyus on any other debt would not constitute an
Event of Default. A Default on any series of Debt Securities shall not constitute a Defaultdefault on any other series unless so provided in such other series.
AMENDMENTS AND WAIVERS
Unlessof debt
securities does not necessarily constitute a default on the
Securities Resolution establishing the termsnotes. The Trustee may withhold notice to you of a series
otherwise provides,default on
the notes (except a payment default) if the Trustee considers the
withholding of notice in your best interest.
If an Event of Default on the notes has occurred and is
continuing, the Trustee or the holders of not less than one-third
in aggregate principal amount of the notes may declare the entire
principal amount of the notes to be due and payable immediately.
Subject to certain conditions, the holders of not less than a
majority in aggregate principal amount of the notes may annul
such declaration and rescind its consequences.
We must file annually with the Trustee a certificate
regarding our compliance with the Indenture.
The Trustee may require a reasonable indemnity from you
before it enforces the Indenture andor the Debt Securities of a series may be
amended, and any default may be waived as follows. The Debt Securities and the
Indenture may be amended with the consent ofnotes. Subject to these
provisions for indemnification, the holders of a majority in
principal amount of the Debt Securitiesnotes may direct the time, method and
place of all series affected voting as one
class.conducting any proceeding or any remedy available to the
Trustee, or of exercising any trust or power conferred upon the
Trustee, for the notes.
Modification of Indenture
Unless indicated in the Securities Resolution establishing the terms of the series
otherwise provides, a default on a series may be waived with the consent ofProspectus Supplement, the holders
of not less than a majority in aggregate principal amount of all
outstanding notes, voting together as a single class, may, with
certain exceptions described below, modify the Debt Securities of the series.
However, without the consent of each Holder affected, no amendment or waiverIndenture. We may
(1) reducenot, however, modify any terms relating to the amount or timing of
Debt Securities whose holders must consent to an
amendment or waiver, (2) reduce the interest on or change the time for payment
of interest on any Debt Security, (3) change the dates on which principal and
interest on any Debt
5
7
Security are payable, (4) change the times at which principal or sinking fund
payments are payable pursuant to, or the amounts of principal or sinking fund
payments subject to, provisions, if any, relating to mandatory redemption,
redemption at the option of the Holder or sinking fund payments, (5) reduce the
principal of any non-discounted Debt Security or reduce the amountpercentage of principal
of any discounted Security that would be due on acceleration thereof, or (6)
waive any default in payment of interest on or principal of a Debt Security.
Without the consent of any Holder,holders required for
modifications to the Indenture without your consent.
We may modify the Debt SecuritiesIndenture without your consent to:
- create a new series of debt securities and establish its
terms,
- cure ambiguities or any
coupons may be amended to cure any ambiguity, omission, defect or inconsistency;
to provide for assumption of Company obligations to Holders infix omissions,
- comply with the event of a
merger or consolidation requiring such assumption; to provide that specific provisions of the Indenture not apply to a series of Securities not previously
issued; to create a series and establish its terms; to provide for a separate
Trustee for oneregarding
successor corporations, or
more series; or to- make any change that does not materially adversely affect
your rights as a holder of the rightsnotes.
Defeasance
Unless otherwise provided in the Prospectus Supplement, we
may either:
- terminate as to the notes all of any Securityholder.
DEFEASANCE
Debt Securities of a series may be defeasedour obligations (except for
our obligation to pay all amounts due on the notes in accordance
with their terms and unless the Securities Resolution establishing the terms of the series
otherwise provides, as set forth below. The Company at any time may terminate as
to a series all of its obligations (except for certain other obligations with respect to the defeasance trust and obligations to register
the transfer or exchange of a Debt Security, to replacenote and the replacement of
destroyed, lost or stolen Debt Securities and to
maintain agencies in respect of the Debt Securities) with respect to the Debt
Securities of the series and the Indenture ("legal defeasance"). The Company at
any time maynotes), or
- terminate as to a series itsthe notes our obligations, if any, with
respect to the Debt Securities of the seriesnotes under the covenants if any, described in the
Prospectus Supplement ("covenant defeasance").
The CompanySupplement.
We may exercise its legaleither defeasance option notwithstanding itsour
prior exercise of its covenantthe other defeasance option. If the Company exercises its
legal defeasance option,we terminate
all of our obligations, a series may not be accelerated because
of an Event of Default. If the Company exercises its covenant defeasance option,we terminate our covenants, a series
may not be accelerated by reference to the covenants described in
the Prospectus Supplement.
To exercise either defeasance option as to a series, the Companynotes, we
must deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and
interestgovernment
obligations sufficient to make all payments on the Debt Securities of the seriesnotes to
redemption or maturity andmaturity. We must also comply with certain other
conditions. In particular, the Companywe must obtain an opinion of tax
counsel that the defeasance will not result in recognition of any
gain or loss to Holdersyou for Federal income tax purposes.
"U.S. Government
Obligations" are direct obligations ofRegarding the United States of America which have
the full faith and credit of the United States of America pledged for payment
and which are not callable at the issuer's option, or certificates representing
an ownership interest in such obligations.
REGARDING THE TRUSTEE
Chemical Trust Company of California will act as Trustee
and Registrar for
Debt Securities issued under the Indenture and, unlessUnless otherwise indicated in a Prospectus Supplement, the TrusteeChase
Manhattan Bank and Trust Company, National Association will also act as
Transfer AgentTrustee, registrar, transfer and Paying
Agent with respect topaying agent for the Debt Securities. The Companynotes. We may
remove the Trustee with or without cause if the Company so notifieswe notify the Trustee
one month30 days in advance and if no Defaultdefault occurs or is continuing
during the one-month30-day period.
GOVERNING LAWIn certain circumstances, the Trustee may not exercise its
rights as one of our creditors. The Trustee may, however, engage
in certain other transactions with us. If the Trustee acquires
any conflicting interest as a result of any of these transactions
and there is a default under the notes, the Trustee must
eliminate the conflict of interest or resign.
Governing Law
The Indenture and the Debt Securitiesnotes will be governed by and
construed in accordance with the laws of the State of California.
DESCRIPTIONPLAN OF CAPITAL SHARESDISTRIBUTION
We are offering the Notes on a continuous basis through A.G.
Edwards & Sons, Inc. and PaineWebber Incorporated (the "Agents").
The authorized capital stockAgents have agreed to use reasonable efforts to solicit
purchases of the Company consistsnotes. We will pay each Agent a commission of
10,000,000 Common
Shares, par value $2.50 per share, and two classes of Preferred Shares,
consisting of 150,000 $100 Preferred Shares, par value $100 per share (the "$100
Preferred Shares"), and 88,000 Preferred Shares, par value $25 per share (the
"$25 Pre-
6
8
ferred Shares"). As of July 31, 1995, there were outstanding 7,845,092 Common
Shares, 88,000 $25 Preferred Shares (of which 24,000 are subject.125% to mandatory
redemption) and no $100 Preferred Shares.
The following statements are brief summaries of certain information
relating to the Company's Common Shares and their rights and limitations,
including those resulting from the provisions.750% of the Company's debt instruments.
For a more complete statement, reference is made toprincipal amount of each note sold through
the Company's Restated
Articles of Incorporation, which are filed as an exhibit toAgent, depending upon the Registration
Statement of which this Prospectus is a part.
DIVIDEND RIGHTS
Subject to the preferential dividend rights of holdersmaturity of the Company's $25
Preferred Shares and $100 Preferred Shares, ifnote. We may sell
the notes to any dividends on the Common
Shares are payable when and as declared by the Board of Directors out of funds
not restricted as to the payment of dividends.
The Company's Restated Articles of Incorporation provide that except under
certain specified circumstances no dividend, other than dividends payable in
shares of the Company, may be declared on the Common Shares which, after giving
effectAgents acting as principal, either
- at a negotiated discount for resale to such declaration, would cause the Company's Common Stock Equityinvestors at varying
prices related to be
less than 25% of the Total Capitalization, as such terms are defined therein.
Common Stock Equity under this formula was approximately 55% of Total
Capitalization as of June 30, 1995. The payment of dividends on the Common
Shares is also restricted under various debt instruments which have been issued.
Under the most restrictive provision (which is contained in the Reimbursement
Agreement by and between the Company and Barclays Bank International Limited
dated as of November, 1984), as of June 30, 1995, earned surplus of $16,190,000
was available, subject to applicable law, for the payment of cash dividends on
the Common Shares.
Preferred dividends are cumulative, so that if full dividends, in respect
of any previous quarter, have not been paid, or declared and set apart for
payment, on all $25 Preferred Shares and $100 Preferred Sharesprevailing market prices at the time outstanding,of resale
to be determined by the Agent, or
if the Company is in default with respect to any preferred
sinking fund requirement, the deficiency must be fully paid before any dividend
can be paid on the Common Shares.
VOTING RIGHTS
Holders of Common Shares and $25 Preferred Shares are entitled to vote
together on all matters. Each holder of Common Shares is entitled to one-tenth
of one vote- for each share held and each holder of $25 Preferred Shares is
entitled to one vote for each share held as of the applicable record date. If at
any time four quarterly dividends (whether or not consecutive) have accrued on
shares of any series of $25 Preferred Shares and are in arrears, then at the
annual meeting of shareholders next following such dividend default, or under
certain circumstances, at a special meeting called on the written request of the
holders of not less than 10% of the then-outstanding $25 Preferred Shares, the
holders of the outstanding $25 Preferred Shares are entitled, voting separately
as a class, to elect the smallest number of directors of the Company which
constitutes a majority of the authorized number of such directors.
In addition, it is provided in the Restated Articles of Incorporation with
respect to the $25 Preferred Shares as a class and each series of $100 Preferred
Shares that the Company may not take certain actions which may adversely affect
their interest without the approval of two-thirds ( 2/3), or in certain
instances a majority, of the outstanding shares of such class or series, as the
case may be. Actions with respect to which such approval is required (in some
instances only if the proposed action does not satisfy certain tests) include
(i) alterations in the preferences, voting powers and other rights of such class
or series, (ii) authorization or issuance of any shares of any class ranking
prior to such class or series, (iii) reclassification of shares of any class
ranking junior to or on a parity with such class or series into shares of any
other class ranking prior to such class or series, (iv) the sale, conveyance,
leasing or other disposition of all or substantially all of the Company's
assets, properties or business and (v) consolidation or merger with or into any
other corporation.
LIQUIDATION RIGHTS
After there shall have been paid in cash the full amounts to which the $25
Preferred Shares and the $100 Preferred Shares are entitled upon liquidation,
whether voluntary or involuntary ($25 per share and $100 per share,
respectively, except that the holders of two series of $25 Preferred Shares are
entitled to
7
9
receive the then-applicable optional redemption price per share in the event of
a voluntary liquidation plus, in each case, accrued and unpaid dividends), the
holders of the Company's Common Shares are entitled to receive pro rata all
remaining assets of the Company available for distribution to its shareholders.
GENERAL
No holder of any of the Company's capital shares is entitled, as of right,
to subscribe for or to purchase any additional capital shares of the Company.
The Common Shares of the Company offered hereby will be fully paid and
nonassessable when issued.
The Transfer Agent and Registrar for the Common Shares is First Interstate
Bank of California.
Unless otherwise disclosed in the applicable Prospectus Supplement, the
Common Shares will be listed on the New York Stock Exchange under the symbol
"SCW".
PLAN OF DISTRIBUTION
The Company may sell the Securitiesresale to one or more underwritersdealers at a discount to be
determined by the Agent.
We have agreed to reimburse the Agents for publiccertain expenses
of the offering and sale by them or may sellof the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
Securities will be named in the applicable Prospectus Supplement. The Company
hasnotes.
We have also reserved the right to sell Securitiesthe notes directly
to investorsone or more purchasers. We will not pay any commissions to
the Agents for any notes that we sell directly.
We have the sole right to accept offers to purchase the
notes and may reject any proposed purchase of the notes in whole
or in part. The Agents have similar rights.
The notes will not have an established trading market when
issued. We do not intend to list the notes on its own
behalfany securities
exchange. Each Agent may make a market in those jurisdictions where itthe notes, but is
authorizedunder no obligation to do so. Underwriters may offer and sell Securities at a fixed price or prices,
which may be changed, at market prices prevailing atAny Agent marketing the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company
also may, from time to time, authorize dealers, acting as the Company's agents,
to offer and sell Securities upon the terms and conditions as are set forth in
the applicable Prospectus Supplement. In connection with the sale of Securities,
underwriters may receive compensation from the Company in the form of
underwriting discounts or commissions andnotes may
also receive commissions from
purchasers of Securities for whom theydiscontinue its market-making at any time.
The Agents may act as agent. Underwriters may sell
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set forth
in the applicable Prospectus Supplement. Dealers and agents participating in the
distribution of Securities may be deemed to be underwriters, and any discounts andor
commissions received bywe pay them and any profit realized by themthey may make on the
resale of the Securitiesnotes, may be deemed to betreated as underwriting discounts and
commissions.
Underwriters, dealers and agents may be entitled,commissions under agreements entered into
with the Company,Securities Act of 1933 (the "Act").
We have agreed to indemnificationindemnify the Agents against and contribution toward certain civil
liabilities, including liabilities under the Securities Act, of 1933, as
amended. Underwriters, dealers and agentsto
contribute to payments which the Agents may be customers of, engage in
transactions with, orrequired to make.
The Agents may perform other services for theus, American
States Water Company or any of our subsidiaries in the ordinary
course of business.
It has not been determined whether anyLEGAL MATTERS
O'Melveny & Myers LLP will pass on the validity of the Debt Securities will be
listed on anotes
for us. Certain legal matters in connection with the securities exchange. Underwriters will not be obligated to make a
market in any of the Securities.
LEGAL MATTERS
Matters relating to the legality of the Debt Securities and Common Shares
offered by this Prospectus will
be passed upon for the Company by O'Melveny &
Myers. R. Bradbury Clark, a director of the Company, is of counsel to and a
retired partner in the firm of O'Melveny & Myers. Certain legal matters relating
to the Debt Securities and Common Shares offered hereby will be passed upon for
the UnderwritersAgents by Cahill Gordon & Reindel, a partnership
including a professional corporation, New York, New York, which firm willYork. They may rely
upon the opinion of O'Melveny & Myers LLP as to matters of California
law.
8
10law in passing upon such matters.
EXPERTS
TheOur financial statements and schedules of the Company incorporated in this
Prospectus by reference to itsour Annual Report on Form 10-K for the
year ended December 31, 19941997 have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
9
11$60,000,000
SOUTHERN CALIFORNIA WATER COMPANY
630 East Foothill Blvd.
San Dimas, California 91773
Telephone: 909-394-3600
MEDIUM-TERM NOTES, SERIES C
-------------------------------
PROSPECTUS
-------------------------------
______________, 1998
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The other expenses of these offerings are as follows:
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.<1>
SEC Registration fee.............................................. $ 24,138
California Public Utilities Commission fee........................ 34,000fee $16,680
Rating agency fees 45,000
Printing and engraving expenses................................... 70,000*expenses 70,000<1>
Accounting fees and expenses 15,000<1>
Legal fees and expenses........................................... 100,000*
Accounting fees and expenses...................................... 12,000*
Trustee's fees.................................................... 5,000*
Registrar's fees.................................................. 3,000*
Rating Agency fees................................................ 45,000*
Blue Sky feesexpenses 100,000<1>
Fees and expenses (including legal fees)................. 20,000*
Miscellaneous..................................................... 111,862*
--------
TOTAL........................................................ $425,000
========of Transfer Agent,
Trustee and Depositary 9,000<1>
Miscellaneous 165,000<1>
Total $420,680
- -------------------
<1> Expenses are estimated except for the registration fee.
---------------
* Estimated
ITEMItem 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.Indemnification of Directors and Officers.
Section 317 of the General Corporation Law of California
provides that a corporation has the power, and in some cases is
required, to indemnify an agent, including a director or officer,
who was or is a party or is threatened to be made a party to any
proceeding, against certain expenses, judgments, fines,
settlements and other amounts under certain circumstances. Article VI of the
Registrant'sThe
Company's Bylaws provides for the indemnification of directors,
officers and agents as allowed by statute. In addition, the
RegistrantCompany has purchased directors and officers insurance policies
which provide insurance against certain liabilities forof directors
and officers.
ITEMofficers of the Company.
Item 16. EXHIBITS.
1.1 Form of Medium-Term Note Distribution Agreement
3.2 Restated Articles of Incorporation as amended to December 4, 1990, dated
December 7, 1990(1)
3.4 Certificate of Amendment of Restated Articles of Incorporation dated December
3, 1992(2)
3.5 Certificate of Amendment of Restated Articles of Incorporation dated February
14, 1994(3)
*3.6 Certificate of Amendment of Restated Articles of Incorporation dated September
23, 1993
4.1 Indenture(4)
*4.2 Specimen Certificate of Common Shares
5 Opinion of O'Melveny & Myers as to validity of securities
12 Statement regarding computation of ratios
23.1 Consent of Arthur Andersen LLP (set forth on Page II-5)
23.2 Consent of O'Melveny & Myers (included in Exhibit 5)
*24 Power of attorney
*25 Statement of Eligibility of Trustee (Form T-1)
II-1
12
---------------
* Previously filed.
(1) Incorporated hereinExhibits.
Exhibit Description of Exhibit
Number
1.01 Form of Distribution Agreement dated ______________ among
the Company, A.G. Edwards & Sons, Inc. and
PaineWebber Incorporated.
4.01 Indenture dated September 1, 1993 between the
Company and Chemical Trust Company of
California, as trustee (incorporated by
reference to the Registrant'sCompany's Current Report on
Form 10-K (Commission
File No. 0-1121) with respect8-K, Commission filed no. 33-62832).
5.01 Opinion of O'Melveny & Myers LLP as to the
year ended December 31, 1990,validity of Debt Securities issued by the
Company.
12.01 Computation of Ratio of Earnings to Fixed Charges of the
Company.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of O'Melveny & Myers LLP (included in
whichExhibit 5.1).
24.01 Power of Attorney (included on page II-3).
25.01 Form T-1 Statement of Eligibility under the incorporated document boreTrust Indenture
Act of 1939 of Chemical Trust Company of California under the
same exhibit number.
(2) Incorporated hereinIndenture
relating to the Debt Securities (incorporated by
reference to the Registrant's Form 10-K (Commission
File No. 0-1121) with respectExhibit 25 to the year ended December 31, 1992, in which
the incorporated document bore the same exhibit number.
(3) Incorporated herein by reference to the Registrant's Form 10-K (Commission
FileCompany's
Registration Statement No. 0-1121) with respect to the year ended December 31, 1993, in which
the incorporated document bore the same exhibit number.
(4) Incorporated herein by reference to the Registrant's Form 8-K (Commission
File No. 33-62832) filed on September 1, 1993 in which the incorporated
document bore the same exhibit number.
II-2
13
ITEM.
Item 17. UNDERTAKINGS.Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, unless the information required to be
included in such post-effective amendment is contained in a
periodic report filed by Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference;
(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, unless the
information required to be included in such post-effective
amendment is contained in a periodic report filed by each
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Act of 1934 and incorporated herein by reference.
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
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement tostatement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statementRegistration
Statement or any material change to such information in the
registration statement.Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended ("1933 Act"), each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.thereof;
(3) ForTo remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, Act, each filing of thea Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 as amended, that is incorporated by reference
in the registration statementRegistration Statement shall be deemed to be a new
registration statementRegistration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(5) For the purpose of determining any liability under the 1933 Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(6) That, for purposes of determining any liability under the 1933
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the 1933 Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(7) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 Act and will be
governed by the final adjudication of such issue.
II-3
14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrantregistrant 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
statementRegistration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of San Dimas, State of California, on August 7, 1995.November 30, 1998.
SOUTHERN CALIFORNIA WATER COMPANY
ByBy: /s/ JAMES B. GALLAGHER
-----------------------------------
James B. Gallagher
Vice President-Finance,
Chief FinancialFloyd E. Wicks
------------------------------
Name: Floyd E. Wicks
Title: Principal Executive
Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933,
this registration statementRegistration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
*WILLIAM V. CAVENEY Chairman of the Board August 7, 1995
-------------------------------------------
William V. Caveney
*FLOYD E. WICKS Director, President and August 7, 1995
------------------------------------------- Chief Executive Officer
Floyd E. Wicks
/s/ JAMES B. GALLAGHER Vice President-Finance, August 7, 1995
------------------------------------------- Chief Financial Officer
James B. Gallagher and Secretary
*JEAN E. AVER Director August 7, 1995
-------------------------------------------
Jean E. Auer
*R. BRADBURY CLARK Director August 7, 1995
-------------------------------------------
R. Bradbury Clark
*N.P. DODGE, JR. Director August 7, 1995
-------------------------------------------
N.P. Dodge, Jr.
*ROBERT F. KATHOL Director August 7, 1995
-------------------------------------------
Robert F. Kathol
*LLOYD E. ROSS Director August 7, 1995
-------------------------------------------
Lloyd E. Ross
*By /s/ JAMES B. GALLAGHER
----------------------------------------
James B. Gallagher
Attorney-in-fact
II-4
15
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consentEach person whose signature appears below authorizes Floyd
E. Wicks and McClellan Harris III, and each of them, as attorneys-
in-fact, to the incorporation
by referencesign any amendment, including post-effective
amendments, to this Registration Statement on his or her behalf,
individually and in this registration statement of our reports dated February 16,
1995 included (or incorporated by reference) in Southern California Water
Company's Form 10-K for the year ended December 31, 1994each capacity stated below, and to all references
to our Firm included in this registration statement.file any
such amendment.
Signature Title Date
Floyd E. Wicks /s/ ARTHUR ANDERSEN LLP
--------------------------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
August 7, 1995
II-5Floyd E. Wicks November 30, 1998
Principal Executive Officer,
President, Chief Executive
Officer and Director
McClellan Harris III /s/ McClellan Harris III November 30, 1998
Principal Financial Officer and Principal Accounting
Officer,
Vice President - Finance, Chief
Financial Officer, Treasurer and
Secretary
William V. Caveney /s/ William V. Caveney November 30, 1998
Chairman of the Board and
Director
James L. Anderson /s/ James L. Anderson November 30, 1998
Director
Jean E. Auer /s/ Jean E. Auer November 30, 1998
Director
N.P. Dodge, Jr. /s/ N.P. Dodge, Jr. November 30, 1998
Director
Robert F. Kathol /s/ Robert F. Kathol November 30, 1998
Director
Lloyd E. Ross /s/ Lloyd E. Ross November 30, 1998
Director
Anne Holloway /s/ Anne Holloway November 30, 1998
Director
16
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------ ------------------------------------------------------------------------ ------------
1.1 Form of Medium-Term Note Distribution Agreement.........................
3.2 Restated Articles of Incorporation as amended to December 4, 1990, dated
December 7, 1990(1).....................................................
3.4 Certificate of Amendment of Restated Articles of Incorporation dated
December 3, 1992(2).....................................................
3.5 Certificate of Amendment of Restated Articles of Incorporation dated
February 14, 1994(3)....................................................
*3.6 Certificate of Amendment of Restated Articles of Incorporation dated
September 23, 1993......................................................
4.1 Indenture(4)............................................................
*4.2 Specimen Certificate of Common Shares...................................
5 Opinion of O'Melveny & Myers as to validity of securities...............
12 Statement regarding computation of ratios...............................
23.1 Consent of Arthur Andersen LLP (set forth on Page II-5).................
23.2 Consent of O'Melveny & Myers (included in Exhibit 5)....................
*24 Power of attorney.......................................................
*25 Statement of Eligibility of Trustee (Form T-1)..........................
---------------
* Previously filed.
(1) Incorporated herein by reference to the Registrant's Form 10-K (Commission
File No. 0-1121) with respect to the year ended December 31, 1990, in which
the incorporated document bore the same exhibit number.
(2) Incorporated herein by reference to the Registrant's Form 10-K (Commission
File No. 0-1121) with respect to the year ended December 31, 1992, in which
the incorporated document bore the same exhibit number.
(3) Incorporated herein by reference to the Registrant's Form 10-K (Commission
File No. 0-1121) with respect to the year ended December 31, 1993, in which
the incorporated document bore the same exhibit number.
(4) Incorporated herein by reference to the Registrant's Form 8-K (Commission
File No. 33-62832) filed on September 1, 1993 in which the incorporated
document bore the same exhibit number.