As filed with the Securities and Exchange Commission on December 1, 1998
Registration No. 033-60441
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
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)
-------------------------
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)
-------------------------
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)
------------------------
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
=============================================================================
Title of each class of Proposed maximum Amount of
securities to be registered aggregate offering price<1> registration fee<1>
- -----------------------------------------------------------------------------
Medium-Term Notes, Series C $60,000,000 $16,680
- -----------------------------------------------------------------------------
<FN>
<1> Calculated pursuant to Rule 457(o) of the rules and regulations under
the Securities Act of 1933, as
amended.=====================================================================
========</FN> 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.
=============================================================================
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any State where the offer or sale is not permitted.
PROSPECTUS Subject to Completion
Preliminary Prospectus Dated December
1, 1998
$60,000,000
SOUTHERN CALIFORNIA WATER COMPANY
630 East Foothill Blvd.
San Dimas, California 91773
Telephone: 909-394-3600
MEDIUM-TERM NOTES, SERIES C
We may from time to time offer the notes described in this
Prospectus. The notes
- will mature on varying dates ranging from nine months to 30
years from the date of issuance,
- will bear interest at a fixed rate payable on June 1 and
December 1 of each year,
- will be unsecured,
- will not be convertible,
- may be subject to either mandatory or optional redemption,
and
- will not be listed on any national securities exchange.
We will provide you with the specific terms of the notes in
supplements to this Prospectus.
We will pay each agent a commission of .125% to .750% of the
principal amount of each note sold through an agent, depending
upon the maturity of the note. If all the notes are sold through
agents, we will receive between $59,925,000 and $59,550,000,
after paying commissions of between $75,000 and $450,000.
Neither the Securities and Exchange Commission nor
any state securities regulator has approved of these
notes or determined that this Prospectus is accurate
or complete. Any representation to the contrary is
a criminal offense.
A.G. Edwards & Sons, Inc. PaineWebber Incorporated
Agents
__________, 1998
TABLE OF CONTENTS
SUMMARY 1WHERE YOU CAN
FIND MORE INFORMATION 5USE OF PROCEEDS
5DESCRIPTION OF NOTES 6
General 6
Status of Notes 6
Payment of Principal and Interest 6
Redemption and Repurchase of Notes 7
Transfer of Notes 7
Global Notes 7
Absence of Restrictive Covenants 8
Successor Corporation 9
Events of Default 9
Modification of Indenture 10
Defeasance 10
Regarding the Trustee 11
Governing Law 11
PLAN OF DISTRIBUTION 11
LEGAL MATTERS 12
EXPERTS 12
SUMMARY
This Prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission ("SEC") using
the shelf registration process. Under this process, we may sell
up to $60,000,000 of the notes described in this Prospectus in
one or more offerings over a period of several years.
This Prospectus provides you with a general description of
the notes we may offer. Each time we sell notes, we will provide
you with a supplement to this Prospectus that will describe the
specific amounts, prices and terms of the notes for that
offering. Although we will try to include all information that
we believe may be material to investors, certain details that may
be important to you may have been excluded. To see more detail,
you should read the exhibits filed by us with the registration
statement or in other SEC filings.
We also periodically file with the SEC documents that
include information about our financial statements and our
company, including information on matters that might affect our
future financial results. Directions on how you may get documents
are provided on page 3. It is important for you to read these
documents, this Prospectus and the applicable Prospectus
Supplement, in addition to this Summary, before you invest.
Southern California Water Company
Our company is a wholly owned subsidiary of American States
Water Company. None of our securities are listed on any national
securities exchange. The common shares of American States Water
Company are, however, traded on the New York Stock Exchange under
the symbol "AWR."
Our company was founded in 1929 and operates 39 water
systems serving approximately 242,500 customers located in 75
communities in California. We also sell electricity to
approximately 21,000 customers in the Big Bear area of
California. We are regulated by the California Public Utilities
Commission.
Selected Financial Information
The following information is unaudited and was derived from
our financial statements. The information is only a summary and
does not provide all of the information contained in our
financial statements and the periodic reports that we have filed
with the SEC.
For the Year Ended December 31,
For the 12 Months Ended ----------------------------
September 30,1998 1997 1996 1995
----------------------------------------------------
(Dollars in Thousands)
Statement of Income Data:
Operating Revenues $148,448 $153,755 $151,529 $129,813
Operating Expenses 123,008 130,297 128,100 108,425
Operating Income 25,440 23,458 23,429 21,388
Other Income 328 758 531 366
Interest Charges 10,979 10,157 10,500 9,559
Net Income 14,789 14,059 13,460 12,165
Dividends on Preferred 69 92 94 96
Shares <1>
Earnings Available for
Common Shareholders <1> 14,720 13,967 13,366 12,069
- --------------------------
As of
December 31,
As of -------------------------------
September 30,1998 1997 1996 1995
----------------------------------------------------
(Dollars in Thousands)
Balance Sheet Data: Total Assets
$478,172 $457,074 $430,922 $406,255
Long-Term Debt 130,803 115,286 107,190 107,455
Preferred Shares <1> 0 1,600 1,600 1,600
Preferred Shares
subject to Mandatory
Redemption <1> 0 440 480 520
Common Equity 154,546 151,053 146,766 121,576
Total Capitalization 285,349 268,379 256,036 231,151
- --------------------------
<FN>
<1> On July 1, 1998, we became a wholly owned subsidiary of
American States Water Company. All of our outstanding Common
Shares and Preferred Shares were exchanged for Common Shares and
Preferred Shares of American States Water Company. As a result,
we no longer have any Preferred Shares outstanding and all of our
Common Shares are owned by American States Water Company.
</FN>
Set forth below are the ratios of earnings to fixed
chargesfor the periods indicated:
For the Year Ended December 31,
For the 12 Months Ended --------------------------------
September 30,1998 1997 1996 1995 1994 1993
-------------------------------------------------------
Ratio of Earnings toFixed Charges 3.36 3.35 3.26
3.19 3.58 3.09General Indenture Provisions
- The notes will be issued pursuant to the terms of an indenture.
- The indenture does not limit the amount of other debt
securities that we may issue or provide you any protection
should there be a highly leveraged transaction involving our
company.
- The indenture allows us to merge or to consolidate with
another person, or transfer all or substantially all of our
assets to another person. If these events occur, the other
person will be required to assume our responsibilities on
the notes, and we will be released from all liabilities and
obligations.
- The indenture provides that holders of a majority of the
total principal amount of the outstanding notes may vote to
change our obligations or your rights concerning the notes.
But to change terms relating to the time or amount of payment,
every holder of the notes must consent.
- If we satisfy certain conditions, we may discharge the
indenture at any time by depositing sufficient funds with
the Trustee to pay the notes when due. All amounts due to
you on the notes would be paid by the Trustee from the
deposited funds.
- If certain events of default specified in the indenture
occur, the Trustee or holders of not less than one-third of
the principal amount of the notes outstanding may declare
the principal of the notes immediately payable.
- Events of default under the indenture include:
- Failure to pay principal within three business days of
when due,
- Failure to deposit sinking fund payments within three
business days of when due,
- Failure to pay any installment of interest for 60 days,
and
- Violation of covenants for 90 days after receipt of
notice to cure.
- The indenture does not contain a provision which is
triggered by our default under our other indebtedness.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports
and other information with the SEC. You may read and
copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Our SEC filings are also available
to the public at the SEC's web site at http://www.sec.gov.
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:
- Annual Report on Form 10-K for the year ended December 31,
1997,
- Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998,
- Current Reports on Form 8-K filed July 1, 1998 and
November 2, 1998, and
- The portions of our Proxy Statement on Schedule 14A for the
Annual Meeting of Shareholders held on April 28, 1998 that have
been incorporated by reference into our most recent Form 10-K.
You may request a copy of these 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
notes in any state where the offer is not permitted. You should
not assume that the information in this Prospectus or the
applicable Prospectus Supplement is accurate as of any date other
than the date on the front of the document.
USE OF PROCEEDS
The net proceeds from the sale of the notes 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.
DESCRIPTION OF NOTES
We will issue the notes under an indenture that we have
filed with the SEC (the "Indenture"). The following summary of
the terms of the Indenture is not complete and you should carefully
review the Indenture, the Prospectus Supplement and any securities
resolution filed in connection with the offering of any notes.
General
We will issue the notes as a series of debt securities under
the Indenture. The Indenture does not limit the amount of other
debt securities we may issue. The specific terms of the notes
will be included in a securities resolution and described in a
Prospectus Supplement. Some of the terms that may be included
are:
- redemption at our option or in certain limited
circumstances,
- redemption at your option, and
- any changes to or additional Events of Default or covenants.
Unless otherwise specified in the Prospectus Supplement, we
will issue the notes only as fully registered global notes. In
addition, unless otherwise specified, you may purchase notes in
authorized denominations of $1,000 or integral multiples thereof.
The notes will mature on the date specified in the Prospectus
Supplement. The maturity date may vary from nine months to 30
years from the date of issuance of the notes. The notes will
bear interest at a fixed rate specified in the Prospectus
Supplement.
Status of Notes
The notes will be unsecured and unsubordinated 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 money borrowed secured by a mortgage
or pledge of or lien on assets.
Payment of Principal and Interest
We will maintain a paying agent in Los Angeles or San Francisco,
California until the notes are paid or we have provided for their
payment. We have initially appointed Chase Manhattan Bank and Trust
Company, National Association, as paying agent. We will notify you
in accordance with the Indenture of any change in the paying agent.
If a payment is due on a legal holiday, we will make the
payment on the next succeeding day that is not a legal holiday.
No interest will accrue on the payment amount for the intervening
period. The term "legal holiday" means a Saturday or Sunday or a
day on which banking institutions in California or New York are
not required to be open.
If you do not claim any payments that we may make to a
paying agent on any note for a period of one year, then the
paying agent may return the payment to us. You must then contact
us for payment.
Each note will bear interest at a fixed rate from its
original issue date at the rate per annum stated on the face of
the note until the principal has been paid or we have provided
for its payment. Interest on each note will be payable
semiannually on each June 1 and December 1 and at maturity or
upon earlier redemption. If, however, we issue a note on a date
between the record date and an interest payment date, the first
interest payment date will be the next succeeding interest
payment date. Each interest payment will include interest to,
but excluding, the interest payment date. We will compute
interest on the basis of a 360-day year of twelve 30-day months.
We will pay interest to the registered holder of the note on
the record date. The record date will be May 15 for the interest
payment due on June 1 and November 15 for the interest payment
due on December 1, unless such date is a legal holiday. If the
15th is a legal holiday, the record date will be the next
preceding date that is not a legal holiday.
Redemption and Repurchase of Notes
If our notes held by you are subject to redemption, we will
provide you with not less than 20 nor more than 60 days' notice of
any redemption.
We may also at any time purchase notes at any price in the
open market or at a negotiated price. Unless the Prospectus Supplement
otherwise survives, any notes that we purchase may be surrendered to
the Trustee for cancellation.
Transfer of Notes
If notes are registered in your name, you may transfer or
exchange the notes at the office of the Trustee or at any other
office or agency maintained by us for such purposes, without the
payment of any service charge, except for any tax or governmental
charge.
Global Notes
Unless otherwise stated in the Prospectus Supplement, we
will issue the notes in the form of one or more global notes. We
will deposit the global notes with the depositary referred to in
the following paragraph. Unless a global note is exchanged in
whole or in part for notes in definitive form, we may not
transfer a global note except as a whole to the depositary or its
nominee or to a successor of either of them.
Unless otherwise stated in the Prospectus Supplement, The
Depository Trust Company, New York, New York ("DTC") will act as
depositary for each offering of notes. DTC and its participants
will maintain records of your beneficial interest in our global
notes. You may only transfer your beneficial interest in a
global note through DTC and its participants.
DTC has provided the following information to us:
- DTC is a limited-purpose trust company organized under the
New York Banking Law,
- a "banking organization" within the meaning of the New York
Banking Law,
- a member of the United States Federal Reserve System,
- a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and
- a "clearing agency" registered under the provisions of
Section 17A of the Securities Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC.
DTC also facilitates the settlement among its participants of
securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry
changes in its participant's accounts. This procedure eliminates
the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations.
DTC also makes access to its book-entry system available to
others, such as securities brokers and dealers and banks and
trust companies that, either directly or indirectly, clear
through or maintain a custodial relationship with a direct
participant in DTC. The rules applicable to DTC and its direct
and indirect participants are on file with the SEC.
Assuming DTC's nominee is the registered holder of the
global note, we will treat DTC's nominee as the owner of the
global note for all purposes. As a result, we will make all
payments through the Trustee to DTC's nominee. All such payments
will thereafter be the responsibility of DTC and its direct and
indirect participants. Our sole responsibility is to make
payments to the Trustee. The Trustee's sole responsibility is to
make payments to DTC's nominee. Likewise, we will give all notices
with respect to the notes, such as notices of redemption, through
DTC, and it will be the responsibility of DTC and its participants
to provide such information to you.
We expect that DTC, upon receipt of any payment of the
global note, will credit its participants' accounts on the
payment date according to their respective holdings of beneficial
interests in the global note as shown on DTC's records. We also
expect that payments by direct and indirect participants in DTC
will be made to you in accordance with standing instructions and
customary practices, as is the case with securities held for the
account of customers in bearer form or registered in "street
name".
Unless otherwise provided in the Prospectus Supplement, you
may exchange notes represented by a global note for a note in
definitive form in authorized denominations only if:
- DTC notifies us that it is unwilling or unable to continue
as depositary,
- DTC ceases to be a clearing agency registered under
applicable law and a successor depositary is not appointed by us
within 90 days, or
- we, in our discretion, determine not to require all of the
notes to be represented by a global note and notify the Trustee
of our decision.
Absence of Restrictive Covenants
We are not restricted by the Indenture from paying dividends
or from incurring, assuming or becoming liable for any type of
debt or other obligations, including obligations secured by our
property. The Indenture does not require the maintenance of any
financial ratios or specified levels of net worth or liquidity.
The Indenture does not contain a covenant or other provision that
specifically is intended to afford you special protection in the
event of a highly leveraged transaction.
Successor Corporation
The Indenture allows us:
- to consolidate or merge with or into any other person,
- any other person to merge with us, or
- the transfer by us of all or substantially all of our assets
to another person,
if, in each case, the following conditions are satisfied:
- the surviving company either
- is a person organized and existing under the laws of
the United States or any state thereof, or
- assumes, by supplemental indenture, all of our obligations
under the notes and the Indenture, and
- immediately after such merger, consolidation or transfer,
there is no default under the Indenture.
We will be relieved from our obligations on the notes
and under the Indenture if these conditions are satisfied.
Subject to certain limitations in the Indenture, the Trustee
may 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:
- default in the payment of any installment of interest on the
notes if the default continues for a period of 60 days,
- default in the payment of the principal of the notes when
the same becomes due and payable if the default continues for
three business days,
- default in the deposit of any sinking fund payment, when and
as the same becomes due and payable by the terms of the notes if
the default continues for three business days,
- default for 90 days after notice in the performance of our
other agreements applicable to the notes; the notice may be sent
either by the Trustee or by holders of at least one-third in
aggregate principal amount of the notes; the Trustee is required
to notify you of any event that would become a default with
notice if the Trustee has actual knowledge of the event,
- certain events in bankruptcy, insolvency or reorganization
of our company, or
- any other Event of Default provided in the terms of the
notes.
The Indenture does not have a cross-default provision.
Thus, a default by us on any other debt would not constitute an
Event of Default. A default on any other series of debt
securities does not necessarily constitute a default on the
notes. The Trustee may withhold notice to you of a default on
the notes (except a payment default) if the Trustee considers the
withholding of notice in your best interest.
If an Event of Default on the notes has occurred and is
continuing, the Trustee or the holders of not less than one-third
in aggregate principal amount of the notes may declare the entire
principal amount of the notes to be due and payable immediately.
Subject to certain conditions, the holders of not less than a
majority in aggregate principal amount of the notes may annul
such declaration and rescind its consequences.
We must file annually with the Trustee a certificate
regarding our compliance with the Indenture.
The Trustee may require a reasonable indemnity from you
before it enforces the Indenture or the notes. Subject to these
provisions for indemnification, the holders of a majority in
principal amount of the notes may direct the time, method and
place of conducting any proceeding or any remedy available to the
Trustee, or of exercising any trust or power conferred upon the
Trustee, for the notes.
Modification of Indenture
Unless indicated in the Prospectus Supplement, the holders
of not less than a majority in aggregate principal amount of all
outstanding notes, voting together as a single class, may, with
certain exceptions described below, modify the 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:
- create a new series of debt securities and establish its
terms,
- cure ambiguities or fix omissions,
- comply with the provisions of the Indenture regarding
successor corporations, or
- make any change that does not materially adversely affect
your rights as a holder of the notes.
Defeasance
Unless otherwise provided in the Prospectus Supplement, we
may either:
- terminate as to the notes all of our obligations (except for
our obligation to pay all amounts due on the notes in accordance
with their terms and certain other obligations with respect to
the transfer or exchange of a note and the replacement of
destroyed, lost or stolen notes), or
- terminate as to the notes our obligations, if any, with
respect to the notes under the covenants described in the
Prospectus Supplement.
We may exercise either defeasance option notwithstanding our
prior exercise of 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 notes, we
must deposit in trust with the Trustee money or U.S. government
obligations sufficient to make all payments on the notes to
redemption or maturity. We must also comply with certain other
conditions. In particular, we must obtain an opinion of tax
counsel that the defeasance will not result in recognition of any
gain or loss to you for Federal income tax purposes.
Regarding the 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 notes. We may
remove the Trustee with or without cause if we notify the Trustee
30 days in advance and if no default occurs or is continuing
during the 30-day period.
In certain circumstances, the Trustee may not exercise its
rights as one of our creditors. The Trustee may, however, engage
in certain other transactions with us. If the Trustee acquires
any conflicting interest as a result of any of these transactions
and there is a default under the notes, the Trustee must
eliminate the conflict of interest or resign.
Governing Law
The Indenture and the notes will be governed by and
construed in accordance with the laws of the State of California.
PLAN OF DISTRIBUTION
We are offering the Notes on a continuous basis through A.G.
Edwards & Sons, Inc. and PaineWebber Incorporated (the "Agents").
The Agents have agreed to use reasonable efforts to solicit
purchases of the notes. We will pay each Agent a commission of
.125% to .750% of the principal amount of each note sold through
the Agent, depending upon the maturity of the note. We may sell
the notes to any of the Agents acting as principal, either
- at a negotiated discount for resale to investors at varying
prices related to prevailing market prices at the time of resale
to be determined by the Agent, or
- for resale to one or more dealers at a discount to be
determined by the Agent.
We have agreed to reimburse the Agents for certain expenses
of the offering of the notes.
We have also reserved the right to sell the notes directly
to one or more purchasers. We will not pay any commissions to
the Agents for any notes that we sell directly.
We have the sole right to accept offers to purchase the
notes and may reject any proposed purchase of the notes in whole
or in part. The Agents have similar rights.
The notes will not have an established trading market when
issued. We do not intend to list the notes on any securities
exchange. Each Agent may make a market in the notes, but is
under no obligation to do so. Any Agent marketing the notes may
also discontinue its market-making at any time.
The Agents may be underwriters, and any discounts or
commissions we pay them and any profit they may make on the
resale of the notes, may be treated as underwriting discounts and
commissions under the Securities Act of 1933 (the "Act").
We have agreed to indemnify the Agents against certain civil
liabilities, including liabilities under the Act, and to
contribute to payments which the Agents may be required to make.
The Agents may perform other services for us, American
States Water Company or any of our subsidiaries in the ordinary
course of business.
LEGAL MATTERS
O'Melveny & Myers LLP will pass on the validity of the notes
for us. Certain legal matters in connection with the securities will
be passed upon for the Agents by Cahill Gordon & Reindel, a partnership
including a professional corporation, New York, New York. They may rely
upon the opinion of O'Melveny & Myers LLP as to matters of California
law in passing upon such matters.
EXPERTS
Our financial statements and schedules incorporated in this
Prospectus by reference to our Annual Report on Form 10-K for the
year ended December 31, 1997 have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
$60,000,000
SOUTHERN CALIFORNIA WATER COMPANY
630 East Foothill Blvd.
San Dimas, California 91773
Telephone: 909-394-3600
MEDIUM-TERM NOTES, SERIES C
-------------------------------
PROSPECTUS
-------------------------------
______________, 1998
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.<1>
Registration fee $16,680
Rating agency fees 45,000
Printing and engraving expenses 70,000<1>
Accounting fees and expenses 15,000<1>
Legal fees and expenses 100,000<1>
Fees and expenses of Transfer Agent,
Trustee and Depositary 9,000<1>
Miscellaneous 165,000<1>
Total $420,680
- -------------------
<FN>
<1> Expenses are estimated except for the registration fee.
</FN>
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 provides for the indemnification of directors,
officers and agents as allowed by statute. In addition, the
Company has purchased directors and officers insurance policies
which provide insurance against certain liabilities of directors
and officers of the Company.
Item 16. Exhibits.
Exhibit Description of Exhibit
Number
1.01 Form of Distribution Agreement dated ______________ among
the Company, A.G. Edwards & Sons, Inc. and
PaineWebber Incorporated.
4.01 Indenture dated September 1, 1993 between the
Company and Chemical Trust Company of
California, as trustee (incorporated by
reference to the Company's Current Report on
Form 8-K, Commission filed no. 33-62832).
5.01 Opinion of O'Melveny & Myers LLP as to the
validity of Debt Securities issued by the
Company.
12.01 Computation of Ratio of Earnings to Fixed Charges of the
Company.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of O'Melveny & Myers LLP (included in
Exhibit 5.1).
24.01 Power of Attorney (included on page II-3).
25.01 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 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 each
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Act of 1934 and incorporated herein by reference.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of a Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of San Dimas, State of California, on November 30, 1998.
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 30, 1998
Principal Executive Officer,
President, Chief Executive
Officer and Director
McClellan Harris III /s/ McClellan Harris III November 30, 1998
Principal Financial Officer and Principal Accounting
Officer,
Vice President - Finance, Chief
Financial Officer, Treasurer and
Secretary
William V. Caveney /s/ William V. Caveney November 30, 1998
Chairman of the Board and
Director
James L. Anderson /s/ James L. Anderson November 30, 1998
Director
Jean E. Auer /s/ Jean E. Auer November 30, 1998
Director
N.P. Dodge, Jr. /s/ N.P. Dodge, Jr. November 30, 1998
Director
Robert F. Kathol /s/ Robert F. Kathol November 30, 1998
Director
Lloyd E. Ross /s/ Lloyd E. Ross November 30, 1998
Director
Anne Holloway /s/ Anne Holloway November 30, 1998
Director