Risk Factors
Investing in our securities involves significant risks. Before making an investment decision, you should carefully read and consider the risk factors incorporated by reference into this prospectus under “Risk Factors” in Item 1A of Part I of We incorporate our Annual Report on Form 10-K for the year ended December 31, 2009, as well as those contained2015, filed with the SEC on March 8, 2016, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 3, 2016, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 3, 2016, our Current Reports on Form 8-K filed with the SEC on May 3, 2016, September 8, 2016, and October 3, 2016.
In addition to the documents already filed, all reports and other documents which we file in any applicable prospectus supplement, as the same may be updated from timefuture with the Commission pursuant to time by our future filings withSections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.before this offering of common stock ends, shall also be incorporated by reference in this prospectus.
We will provide a copy of this filing to any person to whom a prospectus is delivered, including any beneficial owner. You should also referdirect your oral or written request for a copy of this filing to: The York Water Company, 130 East Market Street, York, Pennsylvania 17401-1219, Attention: Bonnie J. Rexroth, Investor Relations Administrator (telephone (717) 718-2942). You will not be charged for copies unless you request exhibits, for which we will charge you a minimal fee. However, you will not be charged for exhibits in any case where the exhibit you request is specifically incorporated by reference into another document, which is incorporated by this prospectus.
The York Water Company is a Pennsylvania corporation, which was incorporated by Special Act of the General Assembly of Pennsylvania in 1816 and is the oldest investor-owned utility in Pennsylvania. The Company is engaged in the business of impounding, purifying and distributing water and collecting and treating wastewater within its franchised territory, which is located within York and Adams Counties, Pennsylvania. The Company presently operates under the Pennsylvania Business Corporation Law of 1988, as amended, and the Pennsylvania Public Utility Code and is subject to other information containedregulation by the PPUC. The Company has no direct competitors within its area of operations. Its executive office is located at 130 East Market Street, York, Pennsylvania 17401 and its telephone number is (717) 845-3601.
Investing in orour securities involves risks that could affect us and our business as well as the water supply industry generally. Please see the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 8, 2016, which is incorporated by reference into this prospectusprospectus. Much of the business information as well as the financial and operational data contained in our risk factors are updated in our periodic reports, which are also incorporated by reference into this prospectus. Although we have tried to discuss key factors, please be aware that other risks may prove to be important in the future. New risks may emerge at any applicable prospectus supplement, includingtime and we cannot predict such risks or estimate the extent to which they may affect our financial statementsperformance. Before purchasing our securities, you should carefully consider the risks discussed in our Annual Report on Form 10-K for the year ended December 31, 2015, all of our Quarterly Reports on Form 10-Q filed since that date, and the related notesother information in this prospectus, as well as the documents incorporated by reference herein. AdditionalEach of the risks and uncertainties not presently known to us at this time or that we currently deem immaterial may also materially and adversely affect our business and operations. In that case,described could result in a decrease in the trading pricevalue of our securities could decline and your investment in them.
The following question and answer statement details the provisions of the Company's Plan. If you might losebecome a Participant in the Company's Plan, the Company recommends that you retain this Prospectus for future reference.
1.What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of the Company's Common Stock with a convenient and economical method of purchasing from the Company, shares of Common Stock of the Company without payment of brokerage commission or other charge.
Reinvestment of dividends and direct stock purchases under the Plan will provide the Company with funds that will be used for general corporate purposes.
2.What are the advantages of the plan?
Participants in the Plan may elect to have all or a designated portion of cash dividends on their shares of Common Stock automatically reinvested at market prices, less a discount, if applicable. Also, a Participant may elect to receive a part of each dividend in cash, with the balance of each dividend being invested in the Plan. Since August 1, 1997, there has been no maximum reinvestment limitation per dividend; however under the Emergency Economic Stabilization Act passed by Congress in 2008, if you elect partial reinvestment, you must reinvest at least 10% of your investment.dividend distribution each dividend period.
No commission or service or other charge will be paid by Participants in connection with the dividend reinvestment option of the Plan.
New investors can join the Plan by completing and mailing an enrollment form and a check to the Plan Administrator. New investors may also opt to enroll online through the Plan Administrator's website, http://shareholder.broadridge.com/YORW. The minimum purchase for new initial enrollment in the Plan is $500.
Once enrolled in the Plan, Participants may buy additional shares of our common stock at any time for as little as $50 per purchase. The maximum optional cash investment a Participant may make in any calendar year is $40,000.
Participants may also establish recurring automatic withdrawals from a U.S. bank through the Plan Administrator's website, http://shareholder.broadridge.com/YORW. Recurring automatic withdrawals will be made on the tenth of the month and will be invested on the next monthly investment date which is the twentieth of the month. If the twentieth is not a trading day then the investment will be made the next business day. No interest will be paid on funds received but not yet invested.
Full investment of funds will be possible under the Plan because the Plan permits fractions of shares (to three decimal places), as well as whole shares, to be credited to each Participant's account held by the Company. Dividends on both whole shares and on fractions of shares will be credited to each Participant's account for his or her benefit.
The Plan allows Participants to purchase and sell shares of York Water Common Stock directly. There are no commissions or service charges on purchases made under the Plan. Fees charged by the Plan Administrator for sales or other transactions may be lower than commissions and fees charged by a stockbroker.
The Plan Administrator will provide simplified recordkeeping for such shares held in each Participant's account.
The Plan also provides for the safekeeping of the shares held in the shareholder's account with the Company at no cost to the Participant.
Cautionary Note Regarding Forward-Looking Statements3.Who administers the Plan for Participants?
We discuss in this prospectusBroadridge Corporate Issuer Solutions, Inc. administers and in documents that we have incorporated into this prospectus by reference certain matters which are not historical facts, but which are “forward-looking statements.” Words such as “may,” “should,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify “forward-looking statements.” We intend these forward-looking statements to qualifyinterprets the Plan for the safe harbor from liability establishedbenefit of the Participants, keeps records, acts as custodian, sends Statements of Account to Participants and performs any other duties relating to the Plan, all without charge to the Participants. However, charges will be incurred by a Participant upon the Private Securities Litigation Reform Actsale of 1995. These forward-looking statements include, buthis or her shares through a broker or agent (see Question 26), and certain fees may be charged to Participants by brokers when shares are not limitedheld by brokers. All correspondence to statements regarding:the Plan Administrator shall be directed to:
| •For Transaction Processing: | | our expected profitabilityCorrespondence and results of operations;Inquiries: |
Broadridge Corporate Issuer Solutions, Inc. | | Broadridge Corporate Issuer Solutions, Inc. |
P.O. Box 1342 | | P.O. Box 1342 |
Brentwood, NY 11717 | | Brentwood, NY 11717 |
Attn: Plan Administration Department | | Overnight Mail: |
| • | | our goals, priorities and plans for, and cost of, growth and expansion;Broadridge Corporate Issuer Solutions Attn: IWS 1155 Long Island Ave Edgewood, NY 11717 |
Telephone: (844) 317-3311 (toll free) |
| • | | our strategic initiatives; |
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| • | | the availability of our water supply; |
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| • | | the water usage by our customers; and |
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| • | | our ability to pay interest on our debt securities and dividends on our common stock and the rate of those dividends.Internet: http://shareholder.broadridge.com/YORW |
4.Who is eligible to participate in the Plan?
Shareholders of record of the Company's Common Stock are eligible to participate in the Plan, although no shareholder has any obligation to invest in the Plan.
Beneficial owners of the Common Stock whose shares are registered in names other than their own must become holders of record by having their shares transferred into their names to participate in the Plan or else must make their own arrangements with the record owner thereof, such as their broker, banker, custodian or other nominee or agent, to have their beneficially-owned stock participate in the Plan in accordance with the Plan Administrator's requirements. Any beneficial owner of Common Stock who is also a shareholder of record will be treated as a single Participant for purposes of the Plan and will be limited to a single Participant's benefits thereunder.
New investors may make an initial investment of not less than $500 by completing the Enrollment Application and enclosing a check payable to "Broadridge Corporate Issuer Solutions, Inc." for the value of the investment.
5.How can an employee of the Company participate in the Plan?
A Company employee can participate in the Plan only by being or by becoming a registered shareholder. The Company Secretary will provide any assistance desired by any employee concerning participation in the Plan.
6.How does an eligible shareholder become a Participant?
A holder of record of Common Stock of the Company may join the Plan by checking the appropriate box on the Enrollment Application and signing and returning it to the Plan Administrator. An Enrollment Application and a pre-addressed envelope are provided with the Prospectus. Further, an Enrollment Application and envelope for this purpose may be obtained at any time by written request to the Plan Administrator, at the address listed in the response to Question 3. Shareholders can also enroll in the Plan online at http://shareholder.broadridge.com/YORW.
A beneficial owner of Common Stock of the Company whose shares are registered in the name of a broker, banker, custodian or other nominee or agent may make the necessary arrangements with such other party as referred to in the response to Question 4.
7.When may a shareholder join the Plan?
A holder of record of the Company's Common Stock may join the Plan at any time and will become a Participant when the Plan Administrator receives the signed Enrollment Application. Participants in dividend reinvestment will start with the next dividend payable after receipt of an appropriately completed Enrollment Application, provided that the form is received at least 5 business days prior to the record date for a quarterly or special dividend. The record date for quarterly or special dividends is typically the last day of the month preceding the month in which a dividend is to be paid, except in the case of the April 15 quarterly dividend, when the record date is the last business day of February. Should the Enrollment Application not arrive until after this date, participation will begin with the next dividend payment. Payments of dividends on the Company's Common Stock are normally payable on the fifteenth day of January, April, July and October. Special dividends, if any, would normally be paid fifteen days after the record date.
Additional shares can be purchased through the direct stock purchase option at any time as described in the response to Question 20.
8.How does an investor enroll in the Plan if not an existing registered shareholder?
Investors who do not own our common stock, or who wish to establish a separate account, may go to the Plan Administrator's Web site through the "Plan Wizard" link found online under Buy Stock Direct at, http://shareholder.broadridge.com/YORW, and follow the instructions provided. New investors may enroll in the Plan by authorizing a one-time online bank debit from a U.S. bank account for an initial investment of at least $500. New investors may also fill out the Enrollment Application and return it to the Plan Administrator with an enclosed check for at least $500. Investors can receive an Enrollment Application by contacting the Plan Administrator through the channels outlined in the response to Question 3 of this prospectus, or on the internet at http://shareholder.broadridge.com/YORW.
9.Can I have money automatically deducted from my checking or savings account on a recurring basis?
Yes. You can choose to have funds electronically debited monthly from your checking or savings account. You can choose the amount you wish to have debited each month. A direct debit will be made to your checking or savings account on the tenth day of each month. If the tenth is a Saturday, Sunday or holiday, then the debit will be done the next business day. Funds will be invested on the 20th of the month following the direct debit date.
Dividend Reinvestment Options 10.What does the Enrollment Application provide?
The Enrollment Application serves to initiate participation in the Plan by a shareholder or joint shareholders; however, no shareholder is required to elect one of the options and no action is required if a shareholder desires to continue to receive all Company dividends in cash. Specifically, the Enrollment Application provides for the purchase of shares through three investment options:
OPTION 1. FULL DIVIDEND REINVESTMENT.
A Participant checking the "Full Dividend Reinvestment" box directs the Plan Administrator to invest in additional shares, cash dividends on all of the Participant's shares registered in the Participant's name or joint names, as well as on all of the shares credited to the Participant's account under the Plan. In addition, Participants checking the "Full Dividend Reinvestment" box may make additional investments by making optional cash payments as described in the response to Question 20.
OPTION 2. PARTIAL DIVIDEND REINVESTMENT with Partial Cash Dividend.
A Participant checking the "Partial Dividend Reinvestment" box and indicating the number of Participant's whole shares (but not fractional shares) which Participant desires to have participate in the Plan directs the Plan Administrator (1) to invest in additional shares the cash dividends on such number of the Participant's shares registered in the Participant's name or joint names or credited to Participant's account under the Plan and (2) to pay cash dividends to Participant on the balance of Participant's total shares of record or held in the Plan Account; subject, of course, to the Participant's ownership of the number of shares so designated. In the event any Participant erroneously authorizes a dividend reinvestment for a larger number of shares than Participant then owns of record and/or has held in Participant's account under the Plan (the "Plan Account"), such authorization will be limited to the correct number of shares then held by such Participant of record and/or in his or her Plan Account. Under the Emergency Economic Stabilization Act passed by Congress in 2008, if you select partial dividend reinvestment, you must reinvest at least 10% of your dividend distribution each dividend period.
In addition, Participants checking the "Partial Dividend Reinvestment" box may make additional investments by making optional cash payments as described in the response to Question 20.
OPTION 3. CASH PAYMENTS ONLY (NO DIVIDEND REINVESTMENT).
A Participant checking the "Cash Payments Only" box directs the Plan Administrator to pay all dividends in cash. In addition, Participants checking the "Cash Payments Only" box may make additional investments by making optional cash payments as described in the response to Question 20.
If a properly signed Enrollment Application is returned to the Plan Administrator without one of the boxes checked, the shareholder will be enrolled under the "Full Dividend Reinvestment" (Option 1). If an Enrollment Application is returned to the Plan Administrator improperly signed or with inadequate, incorrect, confusing or contradictory information thereon, the form will be returned to the shareholder with a new blank Enrollment Application for correction and completion, except as specified under the above paragraph relating to Option 2.
Any properly completed and signed Enrollment Application held by the Plan Administrator will remain in full force and effect until receipt by the Plan Administrator of a Participant's properly completed and signed new Enrollment Application or other instruction which may modify or terminate such Enrollment Application.
11.How may a Participant change options or instructions under the Plan?
A Participant may change the Participant's investment option or instructions relating thereto at any time by properly completing, signing and returning to the Plan Administrator a written change in instructions or a new Enrollment Application which may be obtained from the Plan Administrator for this purpose, as stated in the response to Question 6.
Withdrawal or Termination 12.How may a Participant withdraw shares from the Plan?
At any time a Participant may withdraw any number of whole shares (but not fractional shares) held by the Plan Administrator in such Participant's Plan Account by signing and delivering to the Plan Administrator a properly completed written Withdrawal Instruction. Future dividends will continue to be invested in accordance with Participant's Enrollment Application as applicable. The Legal Transfer Form may be used as a Withdrawal Instruction.
In the event of a withdrawal of Common Stock held in a Plan Account, book entry shares will be issued in the Participant's name(s) (as shown on the stock records of the Plan Administrator) for the number of whole shares held in the Participant's Plan Account, which the Participant has authorized to be withdrawn. Such forward-looking statements reflect what we currently anticipatewithdrawal alone will happen. not terminate the Plan Account so long as the Participant still owns at least one (1) whole share either of record or in the Plan Account. However, in the event that any Participant has directed withdrawal of all whole shares, and at that time or at any time thereafter is no longer the owner of at least one (1) whole share of record or one (1) whole share in the Participant's Plan Account, a check will be issued to Participant for any remaining fractional share in the Plan Account for the current market value and the Plan Account will be terminated. Nevertheless, such Participant may at any time thereafter rejoin the Plan by becoming the record owner of the Company's Common Stock and properly completing, signing and returning to the Plan Administrator a new Enrollment Application.
13.How may a Participant terminate participation in the Plan?
At any time a Participant may terminate participation in the Plan by signing and delivering to the Plan Administrator a properly completed Termination Instruction. The Legal Transfer form may be used as a Termination Instruction. The participant may also find forms to terminate participation in the Plan by visiting the Plan Administrator's website at http://shareholder.broadridge.com/YORW and following instructions. The participant may also call the toll free number provided in the response to Question 3 to request information on terminating participation in the Plan.
In the case of termination of the Participant's Plan Account: book shares may be issued for all whole shares held in the Plan with a check being issued to the Participant for the cash value of any fractional share, a check may be issued for the cash value of both whole and fractional shares, or the total shares may continue to be held in the Plan Account with future dividends being paid in cash. The cash value of shares is the fair market value determined as of the immediately previous record date for dividend reinvestment purposes, as set forth in the response to Question 15, and future dividends will be paid in cash rather than being reinvested. However, at any time after such termination of a Participant's Plan Account, a Participant may again sign and return to the Company a new Enrollment Application to rejoin the Plan. If the request to terminate is received more than three (3) business days prior to a payable date then that dividend will be paid out in cash. However, if the request to terminate is received less than three (3) business days prior to a payable date, then that dividend will be reinvested and once terminated, all subsequent dividends will be paid out in cash on all balances.
14.When will a Participant's instructions become effective?
A Participant's Enrollment Application will become effective upon receipt and processing by the Plan Administrator as to all dividends declared on or after the next record date. However, a Withdrawal Instruction or Termination Instruction will become effective immediately upon receipt and processing by the Plan Administrator, subject, of course, to any possible delay due to the stock books being closed.
15.What actually happens could differ materiallywill be the price of shares purchased through the reinvestment of dividends under the Plan?
The price for shares under the Plan depends on whether the Plan Administrator obtains shares by purchasing them directly from what we currently anticipateus, or arranges for such purchase by an independent broker dealer in the open market. The Board of Directors of the Company has determined the price of shares of Common Stock purchased from the Company through the reinvestment of dividends will happen. Webe the average for each of the last five trading days preceding the applicable record date for each respective quarterly or special dividend declared by the Company of the mean between the high and the low prices of the Common Stock reported on the NASDAQ Global Select Market. If such high and low prices are not promisingavailable, the purchase price will be determined by the Company on the basis of the latest available market quotations or on such other basis as the Company shall deem lawful and appropriate. Shares purchased under the Plan will be at market-based prices, which may include a discount of up to make5%. At the date of filing this Prospectus, the discount rate is 5%. The Company may reduce or eliminate the 5% discount at any time in its sole discretion. Notice will be given to participants or a public announcement when we think forward-looking statements in this prospectus are no longer accurate, whether aswill be made upon a result of new information, what actually happenschange in the futurediscount. The price for shares purchased in the open market will be equal to the weighted average price of all the shares purchased for the applicable investment.
16.How many shares of Common Stock will be purchased by a Participant?
The number of shares to be purchased from the Company and credited to a Participant's account on any dividend payment date will depend upon the price per share of the Company's Common Stock at its fair market value, less applicable discount, determined as set forth in the response to Question 15, and upon the Participant's dividend amount to be invested. Each Participant's Plan Account will be credited with that number of shares, including fractions computed to three decimal places; equal to the total amount to be invested divided by the applicable purchase price per share.
A Participant may not specify the price at which shares are to be purchased, or otherwise seek to restrict or control the purchase of shares from the Company.
17.Will a Plan Participant be charged for any expenses?
A Plan Participant will not be charged any expenses in connection with participating, entering, withdrawing or canceling such Participant's dividend reinvestment under the Plan. There will be no brokerage commissions or service charges involved with purchases, and all administration costs for the Plan will be paid by the Company. However, if a Participant sells any of his or her shares through a broker upon withdrawing such shares from the Plan, or at any other reason.time, the Participant would be responsible for payment of any applicable brokerage commission (see the response to Question 26), transfer taxes or other charges in connection with such sale and would be subject to applicable Federal and state income taxes (see the responses to Questions 32-35).
18.What is the source of shares purchased under the Plan? Important matters thatShares purchased under the Plan will come from the Company's authorized but previously unissued Common Stock or will be purchased in the open market as directed by the Company.
19.When will dividends be reinvested for Participants in Common Stock of the Company?
Dividends will be reinvested for Participants in Common Stock of the Company and shares thus purchased will be entered in the respective Plan Accounts of Participants on the Company's regular quarterly dividend payment dates, which at the present time are the 15th day of January, April, July and October and on the dividend payment dates of any special cash dividends, if and when paid. Accordingly, Participants will not be entitled to any interest payments thereon but will thereafter receive dividends on the shares so purchased and held by the Plan Administrator in the Plan Accounts of the respective Participants.
Optional Cash Investments 20.How does the cash investment option work? What are the minimum and maximum amounts for optional cash investments?
Participants may affect whatmake optional cash investments at any time in amounts of at least $50, subject to a limitation of $40,000, per calendar year.
21.What will actually happen include, butbe the price of shares purchased through optional cash investments under the Plan?
The market price for our shares under the Plan depends on whether the Plan Administrator obtains shares by purchasing them directly from us or in the open market. The price of shares of Common Stock purchased from the Company through optional cash investments will be 100% of its fair market value, which has been determined by the Board of Directors of the Company to be the average for each of the last five trading days preceding the applicable purchase date of the mean between the high and the low prices of the Common Stock reported on the NASDAQ Global Select Market. If such high and low prices are not limited to:available, the purchase price will be determined by the Company on the basis of 100% of the latest available market quotations or on such other basis as the Company shall deem lawful and appropriate. The price for shares purchased in the open market will be equal to the weighted average price of all the shares purchased by the broker-dealer engaged by the Plan Administrator for the applicable investment.
| • | | changes in weather, including drought conditions; |
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| • | | levels of rate relief granted; |
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| • | | the level of commercial and industrial business activity within our service territory; |
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| • | | construction of new housing within our service territory and increases in population; |
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| • | | changes in government policies or regulations; |
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| • | | our ability to obtain permits for expansion projects; |
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| • | | material changes in demand from customers, including the impact of conservation efforts which may impact the demand of our customers for water; |
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| • | | changes in economic and business conditions, including interest rates, which are less favorable than expected; |
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| • | | the ability to obtain financing; and |
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| • | | other matters described in the “Risk Factors” section of this prospectus. |
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22.How do I make an optional cash investment?
If an investor is not a registered owner of Proceedsthe Company's common stock, he or she can enroll in the Plan with a minimum initial investment of $500. Subsequent investments of as little as $50, up to a maximum calendar year investment of $40,000 per participant may be made. Optional cash investments may be made by mail by enclosing an Enrollment Application and a check made payable to Broadridge Corporate Issuer Solutions, Inc. or online by visiting the Plan Administrator's web site at http://shareholder.broadridge.com/YORW.
We23.When will optional cash payments be invested?
Optional cash investments received by the Plan Administrator will be invested monthly on the 20th or, if not a trading day, on the next following trading day. No interest will be paid on amounts held by the Company pending investment.
24.Will I be charged fees for optional cash investments?
No. Participants will not be charged any fees in connection with optional cash payments. However, Participants may incur certain charges for certain other transactions, requests or withdrawals under the Plan. (See Question 17 & Question 27)
25.How are payments with "insufficient funds" handled?
If an optional cash payment is made by a check drawn on insufficient funds or incorrect draft information, or the Plan Administrator otherwise does not receive allthe money, the requested purchase will be deemed void, and the Plan Administrator will immediately remove from the Participant's account any shares already purchased upon the prior credit of such funds. The Plan Administrator may, at its discretion, arrange for the sale of such shares to satisfy any uncollected amounts or return such shares to the Company. If the net proceeds from any sale of such shares are insufficient to satisfy the balance due, the Plan Administrator may arrange for the sale of additional shares from the Participant's account as necessary to satisfy the uncollected balance. The Plan Administrator may also arrange for the sale of additional shares from the Participant's Plan Account to satisfy fees charged for any returned check or return of direct debit.
26.How do I sell shares held in my account?
You may instruct the Plan Administrator to sell shares held in your Plan account by usdoing any of the following and is subject to certain restrictions:
· | Access the Plan Administrator's website at http://shareholder.broadridge.com/YORW. Select "Shareholder Account Access." You will be prompted to enter your account number (provided to you on your account statement) and your social security number (or PIN number,). ." |
· | Call the toll-free telephone number supplied in this booklet to access the Administrator's automated telephone system. |
· | Mail the instructions to the Plan Administrator at the address found in the response to Question 3. |
If there is more than one individual owner on the Plan account, all participants must authorize the transaction and sign the instruction.
As with purchases, the Plan Administrator aggregates all requests to sell shares and then sells the total share amount on the open market through the broker-dealer engaged by the Plan Administrator. Sales will be made daily. The Plan Administrator may, at its discretion, sell shares less frequently (but no later than five trading days after receipt) if the total number of shares to be sold is not sufficient.
The selling price will not be known until the sale is completed. Participants should be aware that the price may fluctuate during the period between a request for sale, its receipt by the Plan Administrator, and the ultimate sale on the open market. Instructions sent to the Plan Administrator may not be rescinded.
A check for the proceeds of the sale of shares held through the Plan less applicable taxes, transaction fees, and brokerage commissions will be mailed to the shareholder. Current transaction fees for the sale of shares through the Plan are a flat administrative fee of $15.00 per transaction request and a brokerage commission fee of $0.10 per share sold, which brokerage fee is remitted to the broker-dealer engaged by the Plan Administrator.
27.What are the additional fees associated with the plan?
Returned Checks | $30.00/check |
Returned ACH | $25.00/return |
Historical Research fee | $25.00/request |
Replacement check fee | $3.00/request |
Insufficient Funds | $30.00/instance |
Overnight Mailings | $25.00/mailing |
Certificate Issuance | $50.00/certificate |
Duplicate Confirmation Statements
Electronic | No Charge |
Paper | $10.00 |
Duplicate Account Statements
Electronic | No Charge |
Paper | $10.00 |
Participants' Plan Account and Reports 28.Will dividends be paid on shares held in a Participant's Plan Account?
Dividends will be paid on whole shares and any fractional shares held in each Participant's Plan Account, as well as on each Participant's other shares held of record. However, whether such dividends on a Participant's Plan Account are reinvested in additional shares of the Company depends upon the limitations set forth elsewhere in this Prospectus and upon the option chosen by each respective Participant (please see the response to Question 10).
29.Will stock certificates be issued on the reinvestment shares of Participants?
Stock certificates will not be issued for the shares in a Participant's Plan Account except when a specific Withdrawal Instruction for whole share certificates or a Termination Instruction is properly completed, signed and returned to the Plan Administrator (please see Questions 12, 13 and 14 for further details).
Shares credited to a Participant's Plan Account are not available to be pledged as collateral until after a Withdrawal Instruction or Termination Instruction is properly filed and a stock certificate is issued by the Company, as set forth in the response to Questions 12 and 13. Section 16 officers and directors of the Company are not permitted to pledge Company stock.
30.How do I request a stock certificate?
Certificates for full shares held in a Participant's Plan Account may be obtained by writing to the Plan Administrator and requesting the issuance of shares in certificate form. The current fee for certificate issuance is $50.00 per certificate request.
31.What reports will be given to Participants?
A Statement of Account will be sent to Participants at or shortly after each quarterly or special dividend reinvestment and to any Participant affected by any other transaction involving his or her Plan Account.
32.What are the Federal income tax consequences of Plan participation?
The following discussion of Federal income tax consequences is provided for information purposes only and does not constitute a definitive or comprehensive tax analysis. This summary does not describe all of the material federal income tax considerations that may be relevant to Participants in light of their particular circumstances or to Participants that are subject to special rules, such as certain financial institutions, banks, insurance companies, tax-exempt entities, certain former citizens or residents of the United States, dealers in securities, registered undertraders in securities that elect to use a mark-to market method of accounting for federal income tax purposes, partnerships and other pass through entities and persons that would hold common stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated transaction and Participants whose functional currency is not the registration statementU.S. dollar. In addition, this summary does not address the effect of any state, local or other tax laws or any U.S. federal estate, gift or alternative minimum tax considerations. This summary is based upon the Internal Revenue Code of 1986, as amended, administrative pronouncements, judicial decisions and final, temporary and proposed regulations, all as in effect on the date hereof, and all of which this prospectusare subject to change, possibly with retroactive effect. Participants are advised to consult their own tax advisors concerning any Federal income tax questions.
A Participant will be treated for federal income tax purposes as having received, on each dividend payment date, the full amount of dividends reinvested in shares as a cash dividend equal in amount to the fair market value of the purchased shares on the dividend payment date, even though that amount is not actually received in cash. Therefore, Participants will recognize taxable income in an amount equal to the fair market value of the purchased shares. FOR EXAMPLE, in the event of a part. Unless otherwise specifieddividend pursuant to which a Participant received $100.00 in value of Common Stock (i.e., a prospectus supplement accompanying this prospectus, we expectcash equivalent dividend of $95.00), the Participant will be taxable on the full $100.00 in value received pursuant to usethe dividend. The tax basis of the shares credited to the Plan Account of a Participant will be equal to the fair market value of such shares on the dividend payment date ($100 in the example).
Certain dividends are eligible for a reduced rate of federal income taxation for individuals (not exceeding 20%), provided that the dividend is paid with respect to shares held for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date, the individual is not obligated to make related payments with respect to substantially similar or related property, and certain other conditions are met. If such dividends do not qualify for the reduced rates, they will be taxable at regular ordinary income tax rates (at a maximum rate of 39.6%). In addition, investment earnings, such as dividends and gains from the sale or exchange of our common stock will be subject to a 3.8% Medicare tax in the hands of individuals having adjusted gross income in excess of $200,000 ($250,000 in the case of joint returns) (the "Medicare Tax"). The same tax will apply in the case of certain trusts and estates.
A Participant will not realize any taxable income upon the receipt of stock certificates for whole shares that were credited to the Participant's account, either upon the withdrawal by the Participant of shares from the Plan or the termination of the Plan by the Company. In the case of a fractional share, gain or loss, if any, will be recognized when the Participant receives payment from the Company for the fair market value of the fractional share. The amount of such gain or loss will be measured by the difference, if any, between the amount that the Participant receives and the Participant's tax basis in the fractional share.
33.What provisions are made for Participants whose dividends are subject to income tax withholding?
In the case of those Participants whose dividends are subject to United States income tax backup withholding, the Company will apply the net amount of their dividends, after the deduction for taxes, to the purchase of shares of Common Stock. As a general matter, backup withholding is required, at a rate of 28 percent, if (1) the Participant fails to furnish its taxpayer identification number (the "TIN") to the Company as required; (2) the Internal Revenue Service (the "IRS") notifies the Company that the TIN furnished by the Participant is incorrect; (3) the IRS notifies the Company that the Participant has failed to properly report certain payments as required; or (4) the Participant fails to certify under penalties of perjury that it (i) has provided its correct TIN and (ii) is not subject to backup withholding.
Participants who are not U.S. persons are generally subject to U.S. withholding tax with respect to dividends on shares held in their accounts. The amount of withholding is determined in accordance with U.S. Treasury Regulations (which may, among other things, permit withholding from the gross amount of a dividend, without regard to earnings and profits) and is imposed at a 30 percent rate, unless a lower rate is provided for in an applicable income tax treaty. Additionally, starting in 2014, dividends and sales proceeds payable to foreign shareholders will be subject to special reporting rules referred to as "FATCA". If these rules are not complied with, such dividends and sales proceeds will be subject to withholding tax at a rate of 30% notwithstanding a treaty that provides for a lower rate.
For Participants who are subject to U.S. withholding tax or backup withholding, the Company or the applicable withholding agent will withhold the required taxes from the gross dividends or proceeds from the sale of the shares. The dividends or proceeds of a sale received by the Participant, or dividends reinvested on behalf of the Participant, will be net of the withheld amounts.
34.What is the tax treatment of cash received by a Participant upon the Participant's sale of shares received by the Participant pursuant to the Plan?
Assuming that the shares are held as capital assets, a Participant who sells shares to a third party will recognize either short-term or long-term capital gain or loss, depending on his or her particular circumstances, the tax basis of his shares, and the period of time he has held his shares. Note that the Medicare Tax will apply to gains from the sale of our securities for general corporate purposes, which may include, among other things, reductioncommon stock.
35.What are the state or refinancinglocal income tax consequences of debtPlan participation?
Participants are advised to consult their own tax advisors as to any state or other corporate obligations, potential acquisitionslocal income tax consequences of complementary businesses, the financingPlan participation.
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Plan Administrator's Responsibility 36.What is the Plan Administrator's responsibility under the Plan?
The actual applicationPlan Administrator will be responsible to administer the Plan, keep records, act as custodian, send Statements of Account to Participants periodically and perform any other duties relating to the Plan in conformity with this Prospectus and the option chosen by each Participant under the response to Question 10, all at no cost to the Participant.
EACH Participant AGREES, as part of the Plan and in consideration of the opportunity of joining the Plan, that the Plan Administrator in administering the Plan will have NO LIABILITY for any good faith action or good faith omission to act, including, without limitation, any claim of liability (i) arising out of failure to terminate a participant's account, sell stock held in the Plan, or invest optional cash payments; or (ii) with respect to the prices at which stock is purchased or sold for the Participant's account and the time such purchases or sales are made.
Other Miscellaneous Information 37.How will a Plan Account be affected by the sale of all the Participant's shares?
When a Participant no longer owns at least one whole share of the Company's Common Stock either of record or in a Plan Account, the Participant's Plan Account will be terminated and a check for the fair market value of any fractional share will be issued, as referred to in the response to Question 13. However, so long as there is at least one whole share held by a Participant of record or in a Plan Account, dividends on any whole and any fractional shares owned of record or in the Plan Account will continue to be reinvested until the Company is otherwise directed by Participant.
38.How will a Plan Account be affected by a stock dividend, stock split or rights offering?
In the event of any stock dividend or split of shares, Participant's Plan Account will be adjusted to reflect the stock dividend or stock split for all shares held in the Plan Account. In the event of a rights offering, the Participant will receive rights both on shares held by the Participant of record and on those shares held in the Plan Account. All shares will be credited to the Participant's Plan Account. Transaction processing may either be curtailed or suspended until the completion of any stock dividend, stock split or corporate action.
39.How will a Participant vote shares in a Plan Account at meetings of shareholders?
Each Participant will receive a single proxy covering the total number of shares held by a Participant of record and those held in the Plan Account, which shares may then be voted by proxy or at the meeting in person.
40.May the Company change or discontinue the Plan?
The Company reserves the right to suspend, modify or terminate the Plan at any time. Neither the Company nor the Plan Administrator will be liable for any such action. All Participants will receive notice of any such action. However, the Company's present intention is not to suspend or terminate the Plan (1) until an insufficient number of unissued shares remains out of the 500,000 shares covered by this Prospectus for the purpose of satisfying Plan requirements, including for any future regular or special dividend (unless additional shares for use under the Plan have been properly registered by the Company with the Commission and the PPUC has approved the necessary Securities Certificate), or (2) until such future time as the Company may then decide it to be advisable to discontinue such Plan. Upon any termination of the Plan by the Company, a stock certificate will be issued to each Participant for all whole shares held in the Plan, plus a check for the value of any fractional share at the fair market value, determined as of the immediately previous record date for dividend reinvestment purposes as set forth in the response to Question 15. In the event of any such Company termination of the Plan, the Company reserves the right at any time thereafter to reinstate the Plan or institute a different dividend reinvestment plan upon complying with all necessary governmental registrations, filings and approvals.
The Company also reserves the right from time to time to adopt, change or discontinue administrative rules and regulations governing the administration of the Plan as the Company may deem both lawful and appropriate or desirable for such purpose. The Company or the Plan Administrator each reserve the right, in its sole discretion, to deny, suspend or terminate participation by a participant who is using the Plan for purposes inconsistent with the intended purpose of the Plan.
41.Does the Plan require any governmental approvals?
The Plan initially became effective when the PPUC registered a Securities Certificate on December 17, 1982. An increase in the authorized shares to 120,000 from 60,000 (on a pre-split basis) became effective when the PPUC registered a Securities Certificate on February 3, 1994. The Plan was amended to reflect the elimination of the par value of the Common Stock approved by the shareholders and the four-for-one stock split declared by the Board of Directors on May 5, 1997, and the PPUC registered a Securities Certificate applicable to the amended Plan on May 22, 1997. In association with the 1997 amendment to the Plan and four-for-one stock split, the number of authorized shares under the Plan was increased to 480,000 from 120,000. The Plan has been further amended to increase the number of authorized shares to 960,000 from 480,000, and the PPUC registered a Securities Certificate applicable to the amended Plan on March 8, 2001. In 2006, the Plan was amended to reflect the change of the name of the Plan, the addition to the Plan of the optional cash investment and sales of Company shares options and the Company's two-for-one stock split effective May 21, 2002 and its three-for-two stock split effective as of September 11, 2006. The PPUC registered a Securities Certificate applicable to the amended Plan on April 9, 2008, and another on June 11, 2015 increasing the number of authorized shares under the plan by 950,000 shares.
42.Are the subject matter captions and questions herein contained part of the Plan?
The captions and questions contained in this Prospectus are for reference purposes only, are not all inclusive and, accordingly, are not properly part of the Plan.
43.What law governs the Plan?
The Terms and Conditions of the Plan are governed by the laws of the Commonwealth of Pennsylvania.
USE OF PROCEEDS
The proceeds from the sale of securities issued hereunder will be described in the applicable prospectus supplement relating thereto. The precise amount and timingCommon Stock of the application of such proceeds will depend upon our funding requirements andCompany pursuant to the availability and cost of other funds. We currently have no plans for specific use of the net proceeds. We will specify the principal purposes for which the net proceeds from the sale of our securitiesPlan will be used in a prospectus supplement at the time of sale.for general corporate purposes.
DESCRIPTION OF CAPITAL STOCK Ratio of Earnings to Fixed Charges
Our ratio of earnings to fixed charges for the periods indicated below were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2009 | | 2008 | | 2007 | | 2006 | | 2005 |
Ratio of earnings to fixed charges | | | 3.37 | | | | 3.07 | | | | 3.39 | | | | 3.19 | | | | 3.51 | |
The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges. For the purpose of this computation, earnings have been calculated by adding pre-tax income from continuing operations, fixed charges and amortized capitalized interest. Fixed charges consist of interest cost, whether expensed or capitalized and amortized debt expenses.
3
Legal Matters
Certain legal matters with respect to the validity of the securities beingShares offered hereby will behas been passed onupon for usthe Company by Morgan, Lewis & BockiusReed Smith LLP, 2500 One Liberty Place, 1650 Market Street, Philadelphia, Pennsylvania. Any underwriters will be advised about other issues relating to any offering by their own legal counsel.Pennsylvania 19103.
Experts
The financial statements and financial statement schedule as of December 31, 2009 and 2008, and for each of the three years in the periodyear ended December 31, 2009, and management’s assessment of2015, incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2015, were audited by Baker Tilly Virchow Krause, LLP, an independent registered public accounting firm, as stated in their report, as well as their report on the effectiveness of our internal control over financial reporting as of December 31, 2009 (which is included in Management’s Report on Internal Control Over Financial Reporting)2015, which are incorporated herein by reference in this prospectusreference. Such financial statements and financial statement schedule have been so incorporated in reliance onupon the reports of ParenteBeard LLC, an independent registered public accountingsuch firm incorporated herein by reference, given on theupon their authority of said firm as experts in auditingaccounting and accounting.auditing.
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Where You Can Find More InformationThe Pennsylvania Business Corporation Law ("BCL") gives Pennsylvania corporations the power to indemnify present and former officers and directors under certain circumstances. Article VIII of Company's By-Laws contains provisions, which provide for indemnification of certain persons (including officers and directors).
We file annual, quarterlyDirectors' and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330officers' liability insurance has been purchased for further information on the operationall of the public reference room. Our SEC filings areCompany's directors and officers. This insurance also availableinsures the Company against amounts paid by the Company to indemnify covered directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers and controlling persons of the Company pursuant to the public atforegoing provisions, the SEC’s website athttp://www.sec.gov, and through a link on our website athttp://www.yorkwater.com.
Incorporation of Certain Information By Reference
The SEC allows us to “incorporate by reference” into this prospectus informationCompany has been informed that we file with the SEC in other documents. This means that we can disclose important information to you by referring to other documents that contain that information. The information incorporated by reference is considered to be part of this prospectus. Information contained in this prospectus and information that we file with the SEC in the future and incorporate by reference in this prospectus automatically updates and supersedes previously filed information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act prior to the saleand is, therefore, unenforceable.
| • | | Our Annual Report on Form 10-K for the year ended December 31, 2009; |
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| • | | Our Current Report on Form 8-K filed with the SEC on May 4, 2010; |
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| • | | The description of our common stock contained in our registration statement on Form 8-A filed with the SEC, including any amendments or reports filed for the purpose of updating such description; and |
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| • | | All filings we make with the SEC pursuant to the Exchange Act after the date of the initial registration statement, of which this prospectus is a part, and prior to the effectiveness of the registration statement. |
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You may request a copy
THE YORK WATER COMPANY
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN
500,000 Shares Common Stock (no par value)
PROSPECTUS
Dated October 3, 2016
The York Water Company
130 East Market Street
York, Pennsylvania 17401
Attn: Kathleen M. Miller, Chief Financial Officer
Telephone: (717) 845-3601Page 21
You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus. We are offering to sell, and seeking offers to buy, securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities.
15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Information Not Required In Prospectus
ITEMItem 14. Other Expenses of Issuance and Distribution.Distribution.
The following table sets forth the variousestimated fees and expenses to be incurred in connection with the saleissuance and distribution of the securitiesShares being registered hereby, all of whichon this Registration Statement on Form S-3 will be bornepaid by the registrant. All amounts shownRegistrant and are estimates except the Securities and Exchange Commission registration fee.as follows:
Accounting fees and expenses | | $ | 6,000 | |
Legal fees and expenses | | | 12,000 | |
Miscellaneous | | | 3,000 | |
Total Expenses | | $ | 21,000 | |
| | | | |
|
Securities and Exchange Commission Registration Fee | | $ | 2,852.00 | |
NASDAQ Global Select Market Fee | | $ | 15,000.00 | |
Legal fees and expenses | | $ | 200,000.00 | |
Transfer agent and registrar fees and expenses | | $ | 10,000.00 | |
Accounting fees and expenses | | $ | 100,000.00 | |
Printing and engraving expenses | | $ | 50,000.00 | |
Trustee Services | | $ | 3,000.00 | |
Miscellaneous | | $ | 19,148.00 | |
| | | |
Total Expenses | | $ | 400,000.00 | |
| | | |
ITEMItem 15. Indemnification of Directors and Officers.Officers.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”"BCL"), provide that a business corporation may indemnify directors and officers against liabilities they may incur in such capacity if the particular person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. In general, the power to indemnify under these sections does not exist in the case of actions against a director or officer by or in the right of the corporation if the person otherwise entitled to indemnification shall have been adjudged to be liable to the corporation unless it is judicially determined that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for specified expenses. The corporation is required under Section 1743 of the BCL to indemnify directors and officers against expenses they may incur in defending such actions against them in such capacities if they are successful on the merits or otherwise in defense of such actions.
Section 1713 of the BCL permits the shareholders to adopt a bylaw provision relieving a director (but not an officer) of personal liability for monetary damages except where (i) the director has breached the applicable standard of care, and (ii) such conduct constitutes self-dealing, willful misconduct or recklessness. The statute provides that a director may not be relieved of liability for the payment of taxes pursuant to any federal, state or local law or responsibility under a criminal statute. Article VII of the Company’sCompany's By-Laws limits the liability of any director of the Company to the fullest extent permitted by Section 1713 of the BCL.
Section 1746 of the BCL grants a corporation broad authority to indemnify its directors, officers and other agents for liabilities and expenses incurred in such capacity, except in circumstances where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Pursuant to Section 1746 of the BCL, Article VIII of the Company’sCompany's By-Laws provides for indemnification of directors, officers and other agents of the Company to the fullest extent otherwise permitted by Section 1741 of the BCL and also in circumstances not otherwise permitted by Sections 1741 and 1742 of the BCL.
Article VIII of the Company’sCompany's By-Laws provides a right to indemnification for expenses and certain liabilities paid or incurred by any indemnified representative of the Company, including directors and officers of the Company, in connection with any actual or threatened claim, action, suit or proceeding in which he or she may be involved by reason of being or having been, among others, a director, officer, employee or agent of the Company, or
16
at the request of the Company, of another corporation, partnership, joint venture, trust or other entity. In accordance with Section 1744 of the BCL, Article VIII requires the Company to determine the availability of indemnification by certain specified procedures, including by vote of directors not a party to the proceeding in respect for which indemnification is sought or, in certain circumstances, determination of independent counsel.
Article VIII of the Company’sCompany's By-Laws authorizes the Company to further effect or secure its indemnification obligations by purchasing and maintaining insurance. The Company has purchased officers’officers' and directors’directors' liability insurance which covers certain liabilities incurred by its officers and directors in connection with the performance of their duties, subject to the limitations of such policy. This insurance also insures the Company against any amounts paid by the Company to indemnify covered directors and officers.
ITEMItem 16. List of Exhibits and Financial Schedules..
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
Exhibit No. | | Description of Exhibits |
Exhibit4.1 | | |
Number | | Description |
| | |
1.1 | | FormIndenture, dated as of Underwriting Agreement* |
| | |
3.1 | | AmendedOctober 1, 2010, by and Restated Articles of Incorporation (incorporatedbetween The York Water Company and Manufacturers and Traders Trust Company, as trustee, relative to the $15,000,000 5.0% Monthly Senior Notes, incorporated by reference to Exhibit 4.1 to the Company’sCompany's Current Report on Form 8-K filed with the SEC on May 4, 2010)October 8, 2010. |
4.2 | | |
3.2 | | Bylaws (incorporatedFirst Supplemental Indenture, dated as of October 1, 2010, by and between The York Water Company and Manufacturers and Traders Trust Company, as trustee (which includes the form of Note, incorporated by reference to Exhibit 3.2 of4.2 to the Company’sCompany's Current Report on Form 8-K filed with the SEC on January 24, 2007)October 8, 2010. |
5.1* | | Opinion of Reed Smith LLP as to the legality of the shares being registered. |
4.423.1* | | FormConsent of Indenture***Baker Tilly Virchow Krause, LLP. |
23.2* | | |
5.1 | | Opinion of Morgan, Lewis & Bockius LLP+ |
| | |
12.1 | | Statement Regarding the Computation of Ratio of Earnings to Fixed Charges*** |
| | |
23.1 | | Consent of Morgan, Lewis & BockiusReed Smith LLP (Included(included in Exhibit 5.1) |
| | |
23.2 | | Consent of ParenteBeard LLC+ |
| | . |
24.1 | | Power of Attorney (included(set forth on the signature pages) |
| | |
25.1 | | Statementpage of Eligibility and Qualification on Form T-1**this Registration Statement). |
| | |
* | | To be filed by amendment or as an exhibit to a document to be incorporated by reference in the prospectus forming a part of this registration statement. |
|
** | | To be filed pursuant to the Trust Indenture Act of 1939, as amended. |
|
|
*** | | Previously filed. |
|
|
+ | | Filed herewith. |
Item 17. Undertakings.Undertakings.
(a)The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;Act of 1933; and
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SECCommission pursuant to Rule 424(b) if, in the aggregate, the changes
17
in volume and price represent no more than a 20 percent20% change in the maximum aggregate offering price set forth in the “Calculation"Calculation of Registration Fee”Fee" table in the effective registration statement; and
(iii) Toto include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, Provided, however, that subparagraphsparagraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in thethis registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of thethis registration statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein,therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered whichthat remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) ifIf the registrant is relying on Rule 430B:
(A) eachEach prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of thethis registration statement as of the date the filed prospectus was deemed part of and included in thethis registration statement; and
(B) eachEach prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of athis registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in thethis registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of thethis registration statement relating to the securities in thethis registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of thethis registration statement or made in a document incorporated or deemed incorporated by reference into thethis registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in thethis registration statement or prospectus that was part of thethis registration statement or made in any such document immediately prior to such effective date.
(5)That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:
Thesecurities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’sregistrant's annual report pursuant to Sectionsection 13(a) or Sectionsection 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’splan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shallwill be deemed to be the initial bona fide offering thereof.
(c)The undersigned registrant hereby undertakes that: (1) for purposesto deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of determining any liabilityRule 14a-3 or Rule 14c-3 under the Securities Act, theExchange Act; and, where interim financial information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemedrequired to be partpresented by Article 3 of Regulation S-X are not set forth in the registration statement as of the time it was declared effective; and (2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus, shall be deemedto deliver, or cause to be a new registration statement relatingdelivered to each person to whom the securities offered therein, andprospectus is sent or given, the offering oflatest quarterly report that is specifically incorporated by reference in the prospectus to provide such securities at that time shall be deemed to be the initialbona fideoffering thereof.interim financial information.
(d)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to existingthe foregoing provisions, or arrangements whereby the registrant may indemnify a director, officer or controlling person of the registrant against liabilities arising under the Securities Act, or otherwise, the registrant has been advised that in the opinion of the SEC,Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than for the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned hereby undertakes to file an application for the purpose19
SignaturesContents
Page 26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in York, in the CommonwealthCity of York, Pennsylvania, on May 6, 2010.October 3, 2016.
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THE YORK WATER COMPANY
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| By: | /s/ Jeffrey R. Hines | |
| | Name: | Jeffrey R. Hines | |
| | Title: | President & Chief Executive Officer | |
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SignaturesBy: /s/Jeffrey R. Hines
Jeffrey R. Hines
President and CEO
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the datesdate indicated. Each person in so signing also makes, constitutes and appoints Jeffrey R. Hines and Kathleen M. Miller and each of them acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute and cause to be filed with the Securities and Exchange Commission, any and all amendments or post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, as the Registrant deems appropriate and hereby ratifies and confirms all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Signature | Capacity | | | | Date |
|
Name | | Capacity | | Date |
| | | | | |
By: | /s/Jeffrey R. Hines Jeffrey R. Hines | | President and Chief Executive Officer (Principal Executive Officer and Director (principal executive officer) Director) | | May 6, 2010October 3, 2016 |
| | | | | |
By: | /s/Kathleen M. Miller Kathleen M. Miller | | Chief Financial Officer and Treasurer (principal accounting officer (Principal Accounting Officer and principal financial officer) Chief Financial Officer) | | May 6, 2010October 3, 2016 |
________________________ Erin C. Casey | | | | Director | |
By: | *________________________ James H. Cawley
Thomas C. Norris | | Director | | May 6, 2010 |
| | | | | |
By: | * /s/Michael W. Gang Cynthia A. Dotzel | | Director | | May 6, 2010 |
| | | | | |
By: | | | Director | | May 6, 2010 |
| | | | | |
By: | | | Director | | May 6, 2010October 3, 2016 |
|
/s/George W. Hodges
20
| | | | | |
|
Name | | Capacity | | Date |
| | | | | |
By: | | | Director | | May 6, 2010October 3, 2016 |
/s/George H. Kain, III George H. Kain, III | Director | | | | October 3, 2016 |
By: | *
/s/Jody L. Keller Jody L. Keller George Hay Kain, III | | Director | | May 6, 2010October 3, 2016 |
/s/Robert P. Newcomer Robert P. Newcomer | Director | | | | October 3, 2016 |
By: /s/Steven R. Rasmussen Steven R. Rasmussen | *Director
William T. Morris | | Director | | May 6, 2010October 3, 2016 |
| | | | | |
By: | */s/Ernest J. Waters
Jeffrey S. Osman | | Director | | May 6, 2010 |
| | | | | |
By: | | Director | Director October 3, 2016 |
INDEX TO EXHIBITS
Exhibit Number | Exhibit Description | May 6, 2010Page Number of Incorporation By Reference |
| | | | | |
*By: | /s/ Jeffrey R. HinesAttorney-in-fact | | | | May 6, 2010 |
|
21
Exhibit Index
| | |
|
Exhibit | | |
Number | | Description |
| | |
1.1 | | Form of Underwriting Agreement* |
| | |
3.1 | 3 | Amended and Restated Articles of Incorporation (incorporated | Incorporated herein by referencereference. Filed previously with the Securities and Exchange Commission as Exhibit 3.1 to Form 8-K dated May 4, 2010. |
3.1 | Amended and Restated By-Laws | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 3.1 to Form 8-K dated January 26, 2012. |
4.2 | Indenture, dated as of October 1, 2010, by and between The York Water Company and Manufacturers and Traders Trust Company, as trustee, relative to the Company’s Current Report on Form 8-K filed$15,000,000 5.0% Monthly Senior Notes | Incorporated herein by reference. Filed previously with the SEC on May 4, 2010)Securities and Exchange Commission as Exhibit 4.1 to the Company's October 8, 2010 Form 8-K. |
4.3 | First Supplemental Indenture, dated as of October 1, 2010, by and between The York Water Company and Manufacturers and Traders Trust Company, as trustee (which includes the form of Note) | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 4.2 to the Company's October 8, 2010 Form 8-K |
3.2 | | Bylaws (incorporated by reference | |
| | |
4.4 | | Form of Indenture*** |
| | |
5.1 | | Opinion of Morgan, Lewis & Bockius LLP+ |
| | |
12.1 | | Statement Regarding the Computation of Ratio of Earnings to Fixed Charges*** |
| | |
23.1 | | |
| | |
23.2 | | Consent of ParenteBeard LLC+ |
Reed Smith LLP. | | (Included in Exhibit 5.1) |
24.1 | | Power of Attorney (includedAttorney. | (Set forth on the signature pages) |
| | |
25.1 | | Statement of Eligibility and Qualification on Form T-1** |
|
| | |
* | | To be filed by amendment or as an exhibit to a document to be incorporated by reference in the prospectus forming a partpage of this registration statement. |
|
** | | To be filed pursuant to the Trust Indenture Act of 1939, as amended. |
|
|
*** | | Previously filed. |
|
|
+ | | Filed herewith.Registration Statement) |
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