As filed with the Securities and Exchange Commission on December 1, 1998
Registration No. 033-60441
==========================================================================AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION Washington,ON NOVEMBER 15, 2001
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
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)
CaliforniaCALIFORNIA 95-1243678
(State or other jurisdiction of (I.R.S. 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 Registrant's principal
executive offices)
-------------------------
McClellan Harris----------------------------------------------------------
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)
------------------------
Approximate date of commencement of proposed sale 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 form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X}[X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ][_] __________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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. "
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>[_]
CALCULATION OF REGISTRATION FEE
===============================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING REGISTRATION
PRICE(1) FEE(1)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Debt Securities $100,000,000 $25,000
===============================================================================
(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, as amended.
- -------------------------------------------------------------------------------
===============================================================================
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
PROSPECTUS
Subject to Completion
Preliminary Prospectus
Dated November 15, 2001
$100,000,000
SOUTHERN CALIFORNIA WATER COMPANY
630 East Foothill Blvd.
San Dimas, California 91773
Telephone: 909-394-3600
DEBT SECURITIES
We may from time to time offer the debt securities described in this
prospectus. When we offer debt securities, we will provide you with a
prospectus supplement describing the specific terms of the securities.
The debt securities:
o will be in one or untilmore series;
o will be issued in amounts, with maturities, interest rates, offering
prices and other terms set forth in a prospectus supplement; and
o will be sold by us through agents, to or through underwriters or dealers,
or directly to purchasers.
This prospectus may not be used to complete sales of debt securities
unless accompanied by a prospectus supplement.
- -------------------------------------------------------------------------
Neither the Registration
Statement shall become effective on suchSecurities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
- -------------------------------------------------------------------------
- --------------------------------------------------------------------------
The date as the Commission, acting
pursuant to said Section 8(a), may determine.
=============================================================================
of this prospectus is November __, 2001.
The information inis this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with
the Securities and ExchangeExhchange Commission is effective. This prospectuspropsectus 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 Subject to Completion
Preliminary Prospectus Dated December
1, 1998
$60,000,000
SOUTHERN CALIFORNIA WATER COMPANY
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 1WHEREWHERE YOU CAN FIND MORE INFORMATION.......................................1
INCORPORATION OF INFORMATION 5USEFILED WITH THE SEC...........................1
SOUTHERN CALIFORNIA WATER COMPANY.........................................2
USE OF PROCEEDS
5DESCRIPTIONPROCEEDS...........................................................2
SELECTED FINANCIAL INFORMATION............................................2
DESCRIPTION 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 11DEBT SECURITIES............................................3
PLAN OF DISTRIBUTION 11DISTRIBUTION......................................................6
LEGAL MATTERS 12
EXPERTS 12MATTERS.............................................................7
EXPERTS...................................................................7
i
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
Our company is a wholly owned subsidiary of American States
Water Company. None of our securities are listed on any national
securities exchange. The common shares of American States Water
Company are, however, traded on the New York Stock Exchange under
the symbol "AWR."
Our 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 a 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 all 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 amount of payment,
every holder of the notes must consent.
- If we satisfy certain conditions, we may discharge the
indenture at any time 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 indenture
occur, the Trustee or holders of not less than one-third of
the principal amount of the notes outstanding may declare
the principal of the notes immediately payable.
- Events of 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
- 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 and other information with
the SEC. You may read and copy any document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, and in similar
public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Our SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.
We have filed a registration statement with the SEC on Form S-3 under the
Securities Act of 1933 covering the debt securities, which includes this
prospectus. For further information about us and the debt securities, you should
refer to the registration statement and the exhibits. This prospectus summarizes
material provisions of agreements and other documents that we refer you to.
However, because this prospectus might not contain all the information you find
important, you should review the full text of these documents.
INCORPORATION OF INFORMATION FILED WITH THE SEC
The SEC allows us to "incorporate by reference" the information we 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 later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made by us with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until
our offering is completed:
-o Quarterly Report on Form 10-Q for the periods Ended March 31, 2001,
June 30, 2001 and September 30, 2001, and
o Annual Report on Form 10-K for the year ended December 31, 1997,
- Quarterly Reports on Form 10-Q for2000.
We do not file proxy statements with 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 our Proxy Statement on Schedule 14A for the
Annual Meeting of Shareholders held on April 28, 1998 that have
been incorporated by reference into our most recent Form 10-K.SEC.
You may request a copy of theseour filings, at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
Southern California Water Company
630 East Foothill Boulevard
San Dimas, California 91773
(909) 394-3600
You should rely only on the information incorporated by reference or
provided in this Prospectusprospectus or the applicable Prospectus Supplement.prospectus supplement. We have
authorized no one to provide you with different information. We are not making
an offer of these notesdebt securities in any state where the offer is not permitted.
You should not assume that the information in this Prospectusprospectus or the applicable
Prospectus Supplementprospectus supplement is accurate as of any date other than the date on the
front of the document.
Page 1
SOUTHERN CALIFORNIA WATER COMPANY
Our company is a wholly owned subsidiary of American States Water Company.
None of our securities are listed on a national securities exchange. The common
shares of American States Water Company are, however, traded on the New York
Stock Exchange under the symbol "AWR."
Our company was founded in 1929 and operates 39 water systems serving
approximately 245,800 customers located in 75 communities in California. We also
sell electricity to approximately 21,600 customers in the Big Bear area of
California. We are regulated by the California Public Utilities Commission
("CPUC").
USE OF PROCEEDS
The net proceeds from the sale of the notesdebt securities will be used for
general public utility purposes. General public utility purposes include
repayment of debt and capital expenditures. Proceeds may be temporarily invested
in short-term securities or be used to reduce short-term borrowings. Proceeds
may also be used to acquire public utility property.
SELECTED FINANCIAL DATA
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.
12-MONTHS YEAR ENDED DECEMBER 31,
ENDED
-------------- ----------------------------------
-------------- ----------------------------------
SEPTEMBER
30, 2001 2000 1999 1998
-------------- ----------------------------------
----------------------------------
(DOLLARS IN THOUSANDS)
Statement of Income Data:
Operating Revenues....... $187,303 $181,895 $173,031 $147,995
Operating Expenses....... 152,388 149,720 144,253 122,833
Operating Income......... 34,915 32,175 28,778 25,162
Other Income............. (351) (140) 509 1,231
Interest Charges......... 14,733 14,350 12,945 11,207
Net Income............... 19,831 17,685 16,342 15,186
Earnings per Share....... 190,683 176,850 163,420 151,400
AS OF
SEPTEMBER AS OF DECEMBER 31,
30,
-------------- ----------------------------------
-------------- ----------------------------------
2001 2000 1999 1998
-------------- -----------------------------------
-----------------------------------
(DOLLARS IN THOUSANDS)
Balance Sheet Data:
Total Assets............. $603,957 $566,529 $532,494 $484,175
Long-Term Debt........... 186,851 167,062 167,363 120,809
Shareholders Equity...... 196,594 164,808 160,023 155,721
Total Capitalization..... 383,445 331,870 327,386 276,530
Set forth below are the ratios of earnings to fixed charges for the
periods indicated:
Page 2
12-MONTHS
ENDED
SEPTEMBER YEAR ENDED DECEMBER 31,
30,
---------- ----------------------------------------
---------- ----------------------------------------
2001 2000 1999 1998 1997 1996
---------- ----------------------------------------
---------- ----------------------------------------
Ratio of Earnings to 3.44 3.27 3.30 3.28 3.35 3.26
Fixed Charges
DESCRIPTION OF NOTESDEBT SECURITIES
We will issue the notesdebt securities 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 Supplementprospectus supplement and any securities resolution or supplemental indenture
filed in connection with the offering of any notes.
General
We will issue the notes as a series of debt securities under
the Indenture.securities.
The Indenture does not limit the amount of other debt securities we may
issue. The specific terms of the notesany securities will be included in a securities
resolution or supplemental indenture and described in a Prospectus Supplement.prospectus supplement.
Some of the terms that may be included are:
-o redemption at our option or in certain limited circumstances,
-o redemption at your option, and
-o any changes to or additional Events of Default or covenants.
Unless otherwise specified in the Prospectus Supplement,prospectus supplement, we will issue the
notesdebt securities 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.debt securities. The notesmaturity
date, interest rate and interest payment date will mature on the datebe specified in the
Prospectus Supplement.
STATUS OF DEBT SECURITIES
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 notesdebt securities will be unsecured and unsubordinated and will rank on
a parity with all of our other unsecured and unsubordinated indebtedness. At the
date of this Prospectus, we had no outstanding indebtedness for borrowed money borrowed
secured by a mortgage or pledge of or lien on assets.
Payment 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 term "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 360-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 surrendered to
the Trustee for cancellation.
Transfer of Notes
If notes are registered in your 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 the Prospectus Supplement, we
will issue the notes in the form of one or more global notes. We
will deposit the global notes with the depositary referred to in
the following paragraph. Unless a global note is exchanged in
whole or in part for notes in definitive form, we may not
transfer a global note except as a whole to the depositary or its
nominee or to a successor of either of them.
Unless otherwise stated in the Prospectus Supplement, The
Depository Trust Company, New York, New York ("DTC") will act 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 following information to us:
- DTC is a limited-purpose trust company organized under the
New York Banking Law,
- a "banking organization" within the meaning of the New 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 payment of the
global note, 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 CovenantsABSENCE 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 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 you special protection in the event of a
highly leveraged transaction.
Successor CorporationPage 3
SUCCESSOR CORPORATION
The Indenture allows us:
-allows:
o us to consolidate or merge with or into any other person,
-person;
o any other person to consolidate or merge withinto us; or
o us or
- theto transfer by us of all or substantially all of our assets to anotherany other
person
if, in each case, the following conditions are satisfied:
- the surviving company either
-company:
o is a person organized and existing under the laws of the United States
or any state thereof, or
-thereof;
o assumes, by supplemental indenture, all of our obligations under the
notesdebt securities and the Indenture,Indenture; and
-o immediately after such merger, consolidation or transfer, there is no
default under the Indenture.
We will be relieved from our obligations on the notesdebt securities and under
the Indenture if these conditions are satisfied.
Subject to certain limitations in the Indenture, the Trustee may rely on
an officer's certificate and an opinion of counsel from us as conclusive
evidence that any consolidation, merger or transfer, and any related assumption
of our obligations, complies with the Indenture.
Events of DefaultEVENTS OF DEFAULT
Unless otherwise indicated in the Prospectus Supplement, the term "Event
of Default",Default," when used in the Indenture, means any of the following:
-o default in the payment of any installment of interest on the notesdebt
securities, if the default continues for a period of 60 days,
-days;
o default in the payment of the principal of the notesdebt securities when
the same becomes due and payable, if the default continues for three
business days,
-days;
o default in the deposit of any sinking fund payment, when and as the
same becomes due and payable by the terms of the notesdebt securities, if
the default continues for three business days,
-days;
o default for 90 days after notice in the performance of our other
agreements applicable to the notes;debt securities; the notice may be sent
either by the Trustee or by holders of at least one-third in
aggregate principal amount of the notes;debt securities; the Trustee is
Page 4
required to notify you of any event that would become a default with
notice if the Trustee has actual knowledge of the event,
-event;
o certain events in bankruptcy, insolvency or reorganization of our
company,company; or
-o any other Event of Default provided in the terms of the notes.debt
securities.
The Indenture does not have a cross-default provision. Thus, a default by
us on any other debt would not constitute an Event of Default. A default on any otherone
series of debt securities does not necessarily constitute a default on the
notes.another.
The Trustee may withhold notice to you of a default on the notesdebt securities
(except a payment default) if the Trustee considers the withholding of notice to
be in your best interest.
If an Event of Default on the notesdebt securities has occurred and is
continuing, the Trustee or the holders of not less than one-third in aggregate
principal amount of the notesdebt securities may declare the entire principal amount
of the notesdebt securities to be due and payable immediately. Subject to certain
conditions, the holders of not less than a majority in aggregate principal
amount of the notesdebt securities 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 or the notes.debt securities. Subject to these provisions for
indemnification, the holders of a majority in principal amount of the notesdebt
securities may direct the time, method and place of 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 Indenturedebt securities.
MODIFICATION OF INDENTURE
Unless indicated in the Prospectus Supplement,prospectus supplement, the holders of not less
than a majority in aggregate principal amount of all outstanding notes,debt
securities, voting together as a single class, may, with certain exceptions
described below, modify the Indenture. We may not, however, modify any terms
relating to the amount or timing of payments or reduce the percentage of holders
required for modifications to the Indenture without your consent.
We may modify the Indenture without your consent to:
-o create a new series of debt securities and establish its terms,
-terms;
o cure ambiguities or fix omissions,
-omissions;
o comply with the provisions of the Indenture regarding successor
corporations,corporations; or
-o make any change that does not materially adversely affect your rights
as a holder of the notes.
Defeasancedebt securities.
Page 5
DEFEASANCE
Unless otherwise provided in the Prospectus Supplement,prospectus supplement, we may either:
-o terminate as to the notesdebt securities all of our obligations (except for
our obligation to pay all amounts due on the notesdebt securities in
accordance with their terms and certain other obligations with respect
to the transfer or exchange of a notedebt securities and the replacement of
destroyed, lost or stolen notes),debt securities); or
-o terminate as to the notesdebt securities our obligations, if any, with
respect to the notes under the
covenants described in the Prospectus Supplement.applicable prospectus supplement.
We may exercise either defeasance option, notwithstanding our
prior exercise ofeven if we have already
exercised the other defeasance option. If we terminate all of our obligations, a
series may not be accelerated because of an Event of Default. If we terminate
our covenants, a series may not be accelerated by reference to the covenants
described in the Prospectus Supplement.prospectus supplement.
To exercise either defeasance option as to the notes,debt securities, we must
deposit in trust with the Trustee money or U.S. government obligations
sufficient to make all payments on the notesdebt securities to redemption or
maturity. We must also comply with certain other conditions. In particular, we
must obtain an opinion of tax counsel that the defeasance will not result in
recognition of any gain or loss to you for Federal income tax purposes.
Regarding the TrusteeTHE TRUSTEE
Unless otherwise indicated in a Prospectus Supplement,prospectus supplement, Chase Manhattan
Bank and Trust Company, National Association will act as Trustee, registrar,
transfer and paying agent for the notes.debt securities. We may remove the Trustee
with or without cause if we notify the Trustee 30 days in advance and if no
default occurs or is continuing during the 30-day period.
In 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,debt securities, the Trustee
must eliminate the conflict of interest or resign.
Governing LawGOVERNING LAW
The Indenture and the notesdebt securities will be governed by and construed in
accordance with the laws of the State of California.
PLAN OF DISTRIBUTION
We are offering the Notes on a continuous basis through A.G.
Edwards & Sons, Inc. and PaineWebber Incorporated (the "Agents").
The Agents have agreed to use reasonable efforts to solicit
purchases of the notes. We will pay each Agent a commission of
.125% to .750% of the principal amount of each note sold through
the Agent, depending upon the maturity of the note. We may sell the notesdebt securities:
o through agents;
o to or through dealers;
o to or through underwriters; or
Page 6
o directly to purchasers.
A prospectus supplement for the specific debt securities will contain the
names of any ofagents, underwriters or dealers, and any applicable commissions or
discounts.
The debt securities may be sold to underwriters for their own account and
may be resold to the Agents acting as principal, either
-public from time to time in one or more transactions,
including negotiated transactions, at a negotiated discount for resale to investorsfixed public offering price or at
varying prices related to prevailing market pricesdetermined at the time of resale
to be determined by the Agent, or
- for resale to one or more dealers at a discount to be
determined by the Agent.
We have agreed to reimburse the Agents for certain expenses
of thesale. A prospectus supplement will set
forth any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering of the notes.
We have also reserved the right to sell the notes directly
to one 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 any securities
exchange. Each Agent may make a market in the notes, but is
under no obligation to do so. Any Agent marketing the notes may
also discontinue its market-making at any time.
The Agents may be underwriters,price and any discounts or commissionsconcessions
allowed or reallowed or paid to dealers.
The debt securities may be sold directly by us, or through agents we pay them andmay
designate from time to time. A prospectus supplement will set forth any
profit they may makecommission payable by us to an agent. Unless otherwise indicated in the
prospectus supplement, any agent will be acting on a reasonable efforts basis
for the resaleperiod of its appointment.
The net proceeds to us from the sale of the notes, maydebt securities will be treated as underwritingthe
purchase price of the debt securities less any discounts or commissions and commissions under the
Securities Actother attributable expenses of 1933 (the "Act").issuance and distribution.
We have agreed to indemnify the Agentsunderwriters and agents against certain civil
liabilities, including liabilities under the Securities Act and toof 1933, or
contribute to payments which the Agentsunderwriters or agents may be required to make.
The AgentsEach series of debt securities will be a new issue of securities and will
have no established trading market. Any underwriters to whom the debt securities
are sold for public offering and sale may perform other services for us, American
States Water Company ormake a market in such debt securities,
but such underwriters will not be obligated to do so and may discontinue any
of our subsidiariesmarket making at any time without notice. Unless otherwise specified in the
ordinary
course of business.Prospectus Supplement the debt securities will not be listed on any national
securities exchange.
LEGAL MATTERS
O'Melveny & Myers LLP will pass on the validity of the notesdebt securities for
us.
Certain legal matters in connection with the securities will
be passed upon for the Agents by Cahill Gordon & Reindel, a partnership
including a professional corporation, New York, New York. They may rely
upon the opinion of O'Melveny & Myers LLP as to matters of California
law in passing upon such matters.
EXPERTS
OurThe audited financial statements and schedules incorporated by reference
in this Prospectus by reference to our Annual Report on Form 10-K for the
year ended December 31, 1997prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting
and auditing in giving said reports.
$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
-------------------------------
______________, 1998Page 7
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.<1>
Registration fee $16,680
Rating agency fees 45,000
Printing and engraving expenses 70,000<1>
Accounting fees and expenses 15,000<1>
Legal fees and expenses 100,000<1>
Fees and expenses 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.
ItemINFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
Registration fee..................................... $ 25,000
Rating agency fees................................... 45,000
Printing and engraving expenses...................... 70,000*
Accounting fees and expenses......................... 15,000*
Legal fees and expenses.............................. 100,000*
Fees and expenses of Transfer Agent, Trustee and 9,000*
Depositary...........................................
Miscellaneous........................................ 165,000*
Total.......................................... $429,000
- -------------
* Expenses are estimated except for the registration fee and rating agency fee.
ITEM 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. The Company's Bylaws
providesprovide for the indemnification of directors, officers and agents as allowed by
statute. In addition, the Company has purchased directors and officers insurance
policies whichthat provide insurance against certain liabilities of directors and
officers of the Company.
ItemITEM 16. Exhibits.
Exhibit Description of Exhibit
NumberEXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
1.01 Form of DistributionUnderwriting Agreement dated ______________ among
the Company, A.G. Edwards & Sons, Inc. and
PaineWebber Incorporated.(to be filed by Form 8-K).
4.01 Indenture dated September 1, 1993 between the Company and
Chemical Trust Company of California, as trustee (incorporated by
reference to the Company's Current Report on Form 8-K, Commission
filedfile no. 33-62832).
5.01 Opinion of O'Melveny & Myers LLP as to the 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 Exhibit
5.1)5.01).
24.01 Power of Attorney (included on page II-3)II-4 and II-5).
25.01 Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939
II- 1
of Chemical Trust Company of California under
the Indenture relating to the Debt Securities (incorporated by
reference to Exhibit 25 to the Company's Registration Statement No.
33-62832).
ItemITEM 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; 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;
(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 which remain unsold at the termination of the
offering.offering; and
II- 2
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of a Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 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 shall be deemed to be the initial bona fide offering
thereof.
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 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 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 and will be governed by the final adjudication of such issue.
II- 3
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 the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Dimas, State of California, on November 30, 1998.14, 2001.
SOUTHERN CALIFORNIA
WATER COMPANY
By: /s/ Floyd/S/ FLOYD E. Wicks
------------------------------WICKS
---------------------------------
Name: Floyd E. Wicks
Title: Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below authorizes Floyd E. Wicks and
McClellan Harris III, and each of them, as attorneys-
in-fact,attorneys-in-fact, to sign any
amendment, including post-effective amendments, to this Registration Statement
on his or her behalf, individually and in each capacity stated below, and to
file any such amendment.
Signature Title DateSIGNATURE TITLE DATE
Floyd E. Wicks /s/ Floyd/S/ FLOYD E. WicksWICKS November 30, 199814, 2001
------------------------------
Principal Executive Officer, President,
Chief Executive Officer and Director
McClellan Harris III /s/ McClellan Harris/S/ MCCLELLAN HARRIS III November 30, 199814, 2001
------------------------------
Principal Financial Officer and
Principal Accounting Officer, Vice
President - Finance, Chief Financial
Officer, Treasurer and Secretary
William V. Caveney /s/ William V. CaveneyLloyd E. Ross /S/ LLOYD E. ROSS November 30, 199814, 2001
------------------------------
Chairman of the Board and Director
James L. Anderson /s/ James/S/ JAMES L. AndersonANDERSON November 30, 199814, 2001
------------------------
Director
Jean E. Auer /s/ Jean/S/ JEAN E. AuerAUER November 30, 199814, 2001
------------------------
Director
N.P. Dodge, Jr. /s//S/ N.P. Dodge, Jr.DODGE, JR. November 30, 199814, 2001
------------------------------
Director
II- 4
Robert F. Kathol /s/ Robert/S/ ROBERT F. KatholKATHOL November 30, 1998
Director
Lloyd E. Ross /s/ Lloyd E. Ross November 30, 199814, 2001
------------------------------
Director
Anne Holloway /s/ Anne Holloway/S/ ANNE M. HOLLOWAY November 30, 199814, 2001
------------------------
Director
II- 5