AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOUTHERN CALIFORNIA WATER COMPANY
(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-1243678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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630 EAST 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)
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MCCLELLAN HARRIS III
630 EAST FOOTHILL BOULEVARD
SAN DIMAS, CALIFORNIA 91773
(909) 394-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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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]
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
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING REGISTRATION
PRICE(1) FEE(1)
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Debt Securities $100,000,000 $25,000
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(1)Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
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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.
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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 more 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.
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Neither the Securities 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.
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The date of this prospectus is November __, 2001.
The information is this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with
the Securities and Exhchange Commission is effective. This propsectus 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.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION.......................................1
INCORPORATION OF INFORMATION FILED WITH THE SEC...........................1
SOUTHERN CALIFORNIA WATER COMPANY.........................................2
USE OF PROCEEDS...........................................................2
SELECTED FINANCIAL INFORMATION............................................2
DESCRIPTION OF DEBT SECURITIES............................................3
PLAN OF DISTRIBUTION......................................................6
LEGAL MATTERS.............................................................7
EXPERTS...................................................................7
i
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 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, 2000.
We do not file proxy statements with the SEC.
You may request a copy of our 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 prospectus or the applicable prospectus supplement. We have
authorized no one to provide you with different information. We are not making
an offer of these debt securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus or the applicable
prospectus supplement is accurate as of any date other than the date on the
front of the document.
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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 debt 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
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SEPTEMBER
30, 2001 2000 1999 1998
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(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,
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2001 2000 1999 1998
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(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:
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12-MONTHS
ENDED
SEPTEMBER YEAR ENDED DECEMBER 31,
30,
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2001 2000 1999 1998 1997 1996
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Ratio of Earnings to 3.44 3.27 3.30 3.28 3.35 3.26
Fixed Charges
DESCRIPTION OF DEBT SECURITIES
We will issue the debt 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 supplement and any securities resolution or supplemental indenture
filed in connection with the offering of any debt securities.
The Indenture does not limit the amount of other debt securities we may
issue. The specific terms of any securities will be included in a securities
resolution or supplemental indenture and described in a 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, we will issue the
debt securities only as fully registered global debt securities. The maturity
date, interest rate and interest payment date will be specified in the
Prospectus Supplement.
STATUS OF DEBT SECURITIES
The debt 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
secured by a mortgage or pledge of or lien on assets.
ABSENCE OF RESTRICTIVE COVENANTS
We are not restricted by the Indenture from paying dividends or from
incurring, assuming or becoming liable for any type of debt or other
obligations, including obligations secured by 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.
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SUCCESSOR CORPORATION
The Indenture allows:
o us to consolidate or merge into any other person;
o any other person to consolidate or merge into us; or
o us to transfer all or substantially all of our assets to any other
person
if, in each case, the surviving company:
o is a person organized and existing under the laws of the United States
or any state thereof;
o assumes, by supplemental indenture, all of our obligations under the
debt securities and the 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 debt 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 DEFAULT
Unless otherwise indicated in the Prospectus Supplement, the term "Event
of Default," when used in the Indenture, means any of the following:
o default in the payment of any installment of interest on the debt
securities, if the default continues for a period of 60 days;
o default in the payment of the principal of the debt securities when
the same becomes due and payable, if the default continues for three
business 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 debt securities, if
the default continues for three business days;
o default for 90 days after notice in the performance of our other
agreements applicable to the 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 debt securities; the Trustee is
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required to notify you of any event that would become a default with
notice if the Trustee has actual knowledge of the event;
o certain events in bankruptcy, insolvency or reorganization of our
company; or
o any other Event of Default provided in the terms of the 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 one
series of debt securities does not necessarily constitute a default on another.
The Trustee may withhold notice to you of a default on the debt 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 debt securities has occurred and is
continuing, the Trustee or the holders of not less than one-third in aggregate
principal amount of the debt securities may declare the entire principal amount
of the debt 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 debt 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 debt securities. Subject to these provisions for
indemnification, the holders of a majority in principal amount of the debt
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 debt securities.
MODIFICATION OF INDENTURE
Unless indicated in the prospectus supplement, the holders of not less
than a majority in aggregate principal amount of all outstanding 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;
o cure ambiguities or fix omissions;
o comply with the provisions of the Indenture regarding successor
corporations; or
o make any change that does not materially adversely affect your rights
as a holder of the debt securities.
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DEFEASANCE
Unless otherwise provided in the prospectus supplement, we may either:
o terminate as to the debt securities all of our obligations (except for
our obligation to pay all amounts due on the debt securities in
accordance with their terms and certain other obligations with respect
to the transfer or exchange of a debt securities and the replacement of
destroyed, lost or stolen debt securities); or
o terminate as to the debt securities our obligations, if any, under the
covenants described in the applicable prospectus supplement.
We may exercise either defeasance option, even 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.
To exercise either defeasance option as to the debt securities, we must
deposit in trust with the Trustee money or U.S. government obligations
sufficient to make all payments on the debt 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.
THE TRUSTEE
Unless otherwise indicated in a prospectus supplement, Chase Manhattan
Bank and Trust Company, National Association will act as Trustee, registrar,
transfer and paying agent for the 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 debt securities, the Trustee
must eliminate the conflict of interest or resign.
GOVERNING LAW
The Indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of California.
PLAN OF DISTRIBUTION
We may sell the debt 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 agents, 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 public from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. A prospectus supplement will set
forth any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
The debt securities may be sold directly by us, or through agents we may
designate from time to time. A prospectus supplement will set forth any
commission 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 period of its appointment.
The net proceeds to us from the sale of the debt securities will be the
purchase price of the debt securities less any discounts or commissions and the
other attributable expenses of issuance and distribution.
We have agreed to indemnify underwriters and agents against certain civil
liabilities, including liabilities under the Securities Act of 1933, or
contribute to payments the underwriters or agents may be required to make.
Each 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 make a market in such debt securities,
but such underwriters will not be obligated to do so and may discontinue any
market making at any time without notice. Unless otherwise specified in the
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 debt securities for
us.
EXPERTS
The audited financial statements and schedules incorporated by reference
in this prospectus 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 giving said reports.
Page 7
PART II
INFORMATION 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
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* Expenses are estimated except for the registration fee and rating agency fee.
ITEM 15. 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
provide for the indemnification of directors, officers and agents as allowed by
statute. In addition, the Company has purchased directors and officers insurance
policies that provide insurance against certain liabilities of directors and
officers of the Company.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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1.01 Form of Underwriting Agreement (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
file 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
5.01).
24.01 Power of Attorney (included on page II-4 and II-5).
25.01 Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939
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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).
ITEM 17. 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
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; and
II- 2
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of 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
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
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
Registrant of expenses incurred or paid by a director, officer or controlling
person of 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, 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 14, 2001.
SOUTHERN CALIFORNIA
WATER COMPANY
By: /S/ FLOYD E. 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, 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 DATE
Floyd E. Wicks /S/ FLOYD E. WICKS November 14, 2001
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Principal Executive Officer, President,
Chief Executive Officer and Director
McClellan Harris III /S/ MCCLELLAN HARRIS III November 14, 2001
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Principal Financial Officer and
Principal Accounting Officer, Vice
President - Finance, Chief Financial
Officer, Treasurer and Secretary
Lloyd E. Ross /S/ LLOYD E. ROSS November 14, 2001
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Chairman of the Board and Director
James L. Anderson /S/ JAMES L. ANDERSON November 14, 2001
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Director
Jean E. Auer /S/ JEAN E. AUER November 14, 2001
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Director
N.P. Dodge, Jr. /S/ N.P. DODGE, JR. November 14, 2001
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Director
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Robert F. Kathol /S/ ROBERT F. KATHOL November 14, 2001
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Director
Anne Holloway /S/ ANNE M. HOLLOWAY November 14, 2001
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Director
II- 5