UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
For the fiscal year ended December 31, 2001
Commission file number 0-18516
ARTESIAN RESOURCES CORPORATION | |
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(exact name of registrant as specified in its charter) | |
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Delaware | 51-0002090 |
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
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664 Churchmans Road, Newark, Delaware 19702 | |
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Address of principal executive offices | |
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(302) 453 - 6900 | |
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Registrant's telephone number, including area code |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Non-Voting Common Stock
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
X | Yes | _ | No |
Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ___
The aggregate market value of the non-voting and voting stock held by non-affiliates of the registrant at March 1, 2002 was $46,447,073 and $3,803,280, respectively.
As of March 1, 2002, 1,663,262 shares and 391,824 shares of Class A Non-Voting Common Stock and Class B Common Stock, respectively, were outstanding.
Note: Artesian Resources Corporation (the "Company") is filing Form 10-K/A due to the inadvertent omission of Exhibit 23.1, to the Company's previously filed Annual Report on Form 10-K, for the year ended December 31, 2001: Consent of KPMG LLP.
SIGNATURES | ||
ARTESIAN RESOURCES CORPORATION | ||
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has | ||
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. | ||
Date: 4/10/02 | By: David B. Spacht /s/ | |
David B. Spacht, Vice President, Chief | ||
Financial Officer and Treasurer | ||
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this | ||
report to be signed on its behalf by the undersigned hereunto duly authorized. | ||
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Signature | Title | Date |
Principal Executive Officer: | ||
* | ||
Dian C. Taylor | President and Chief Executive Officer | 4/10/02 |
Principal Financial and Accounting Officer: | ||
* | ||
David B. Spacht | Vice President, Chief Financial Officer | 4/10/02 |
and Treasurer | ||
Directors: | ||
* | ||
Dian C. Taylor | Director | 4/10/02 |
* | ||
Norman H. Taylor, Jr. | Director | 4/10/02 |
* | ||
Kenneth R. Biederman | Director | 4/10/02 |
* | ||
William C. Wyer | Director | 4/10/02 |
* | ||
John R. Eisenbrey, Jr. | Director | 4/10/02 |
* By David B. Spacht, as attorney-in-fact and agent of the undersigned.
ARTESIAN RESOURCES CORPORATION | |
FORM 10-K ANNUAL REPORT | |
YEAR ENDED DECEMBER 31, 2001 | |
INDEX TO EXHIBITS | |
Exhibit Number | Description |
3.1 | Restated Certificate of Incorporation of the Company effective May 26, 1995 incorporated |
by reference to Exhibit 3 filed with the Company Form 10-Q for the | |
quarter ended June 30, 1995. | |
3.3 | By-Laws of the Company effective April 27, 1993 incorporated by reference filed with |
the Artesian Resources Corporation Form 8-K filed April 27, 1993. | |
4.1 | Thirteenth and Fourteenth Indentures dated as of June 17, 1997 between the Artesian Water |
Company, Inc., subsidiary of the Company , and the Wilmington Trust Company, as Trustee. | |
Incorporated by reference to the exhibits filed with the Company's Form 10-Q for the | |
quarter ended June 30, 1997. | |
4.2 | Twelfth Supplemental Indenture dated as of December 5, 1995 between the Artesian Water |
Company, Inc. subsidiary of the Company and Wilmington Trust Company, as Trustee. | |
Incorporated by reference to the exhibit filed with the Company's Annual Report | |
on Form 10-K for the year ended December 31, 1995. | |
4.3 | Eleventh Supplemental Indenture dated as of February 16, 1993 between Artesian Water |
Company, Inc., subsidiary of the Company and Principal Mutual Life Insurance Company. | |
Incorporated by reference to the exhibit filed with the Company's Annual Report | |
on Form 10-K for the year ended December 31, 1992. | |
4.4 | Tenth Supplemental Indenture dated as of April 1, 1989 between Artesian Water Company, |
Inc., subsidiary of the Company, and Wilmington Trust Company, as Trustee. Incorporated | |
by reference to the exhibit filed with the Company's Registration Statement on Form 10 | |
filed April 30, 1990 and as amended by Form 8 filed on June 19, 1990. | |
10.1 | Amended and Restated Artesian Resources Corporation 1992 Non-Qualified Stock Option |
Plan, as amended.* ** | |
10.2 | Lease dated as of March 1, 1972 between White Clay Realty Company and Artesian Water |
Company, Inc. incorporated by reference to the exhibit filed with the Company's | |
Registration Statement on Form 10 filed April 30, 1990 and as amended by Form 8 | |
filed on June 19, 1990. | |
10.3 | Artesian Resources Corporation Cash and Stock Bonus Compensation Plan for Officers |
incorporated by reference to the exhibit filed with the Company's Form 10-K for | |
the year ended December 31, 1993.** | |
10.4 | Artesian Resources Corporation Incentive Stock Option Plan incorporated by reference to the |
exhibit filed with the Company's Annual Report on Form 10-K for the year ended | |
December 31, 1995.** | |
10.5 | Share Repurchase Agreement dated April 28, 1999 and related Promissory Note dated |
May 4, 1999 incorporated by reference to the exhibit filed with the Company's Form 10-Q | |
for the quarter ended March 31, 1999. | |
10.6 | "Officer's Medical Reimbursement Plan dated May 27, 1992.* ** |
11 | Statement Re: Computation of Net Income per Class A and Class B Common Shares.* |
21 | Subsidiaries of the Company as of December 31, 2001.* |
23.1 | Consent of KPMG LLP.*** |
24.1 | Power of Attorney (included on signature page).* |
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* | Previously filed as an exhibit to the Artesian Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2001. |
** | Compensation plan or arrangement required to be filed or incorporated as an exhibit. |
*** | Filed herewith. |
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement (No. 333-78043) on Form S-8 of Artesian Resources Corporation of our report dated February 8, 2002, with respect to the consolidated balance sheets of Artesian Resources Corporation as of December 31, 2001 and 2000, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2001, and the related financial statement schedule, which report appears in the December 31, 2001, annual report on Form 10-K of Artesian Resources Corporation.
/s/ KPMG LLP |
Philadelphia, Pennsylvania
April 3, 2002