Exhibit 4.3
CONSUMERS WATER COMPANY
DIVIDEND REINVESTMENT AND COMMON SHARE PURCHASE PLAN
AS AMENDED
1. The purpose of the Dividend Reinvestment and Common Share Purchase Plan
(the "Plan") of Consumers Water Company (the "Company") is to provide
holders of record of common and preferred shares of the Company with a
simple and convenient method of investing cash dividends and making
optional cash investments in additional common shares of the Company
without payment of any brokerage commission. When shares are to be
purchased directly from the Company, the Company will receive additional
equity funds. The number of common shares available under the Plan will
be such number as the Board of Directors may determine from time to time.
The common shares to be purchased under the Plan shall be, at the
discretion of the Company, either (i) issued and outstanding shares
purchased on the open market or in negotiated transactions, (ii) subject
to paragraph 23 hereof, previously unissued or treasury shares purchased
directly from the Company, or (iii) any combination of the above.
27
Participants in the Plan may (a) have cash dividends on all of their
common and/or preferred shares automatically reinvested in common shares
and in addition make optional cash investments, (b) have cash dividends
on only a portion of their common and/or preferred shares automatically
reinvested in common shares and in addition make optional cash
investments, or (c) have shares held on their behalf under the Plan for
safekeeping, provided that no optional cash investments may be made by
participants who do not have dividends reinvested under the Plan. Cash
dividends upon shares which are not to be reinvested shall be paid
directly to the participant for whose benefit such shares are held.
Optional cash investments may be made in amounts from $10.00 minimum per
Cash Investment Date to $50,000.00 maximum per calendar year. Fractional
shares, as well as full shares, will be credited to participants'
accounts. Cash dividends on shares credited to the accounts of
participants will be reinvested in additional shares and such shares will
be credited to the participants' accounts. In addition, for participants
who so elect, all dividends on all or a portion of full and fractional
shares registered in their names and on shares credited to their accounts
will be reinvested in additional common shares.
2. All holders of record of common and/or preferred shares of the Company
are eligible to participate in the Plan. Therefore, in order to be
eligible to participate, beneficial owners whose shares are registered in
names other than their own (e.g., broker or bank nominee) must either
become shareholders of record by having their shares transferred into
their names or arrange for brokers and bank nominees to participate on a
dividend-by-dividend basis on their behalf.
3. A holder of record of common or preferred shares of the Company may join
the Plan at any time by properly completing and signing a Dividend
Reinvestment and Common Share Purchase Plan Authorization Form (the
"Authorization Form") and returning it to the Agent which will administer
the Plan for participants, maintain records, send statements of account
to participants and perform other duties relating to the Plan. A postage
paid envelope will be provided for this purpose. Authorization Forms may
be obtained at any time by written request to, or by contacting, the
Agent.
The Authorization Form will permit a shareholder, by checking the "Full
Dividend Reinvestment" box to direct the Company to provide for the
investment in additional common shares to be held by the Agent on the
shareholder's behalf (i) cash dividends on all of his or her common
and/or preferred shares registered in his or her own name as well as on
all of the shares credited to his or her account under the Plan and (ii)
any optional cash investments made by him or her within the limits
described below.
28
A shareholder checking the "Partial Dividend Reinvestment" box on the
Authorization Form and (i) designating in the appropriate space the
number of common or preferred shares registered in his or her name on
which cash dividends are to continue to be received, directs the Company
to provide for the investment in additional common shares to be held by
the Agent on the shareholder's behalf cash dividends on the remaining
number of common or preferred shares registered in his or her name as
well as on all of the shares to be credited to his or her account under
the Plan, or (ii) designating the amount of dividends which are to
continue to be paid in cash, directs the Company to provide for the
investment in additional common shares to be held by the Agent on the
shareholder's behalf cash dividends, if any, in excess of the amount
specified and payment to such shareholder of cash dividends up to the
amount specified. Shareholders who have dividends reinvested under the
Plan may also make optional cash investments within the limits described
below.
A shareholder checking the "safekeeping only" box on the Authorization
Form provides for the safekeeping of any shares held on behalf of that
shareholder under the Plan and the payment of cash dividends on such
shares directly to the participant. Shareholders who have elected the
"safekeeping only" option may not make optional cash investments.
Optional cash investments made under the Plan will be limited to a
minimum of $10.00 per Cash Investment Date and a maximum of $50,000.00
per calendar year.
If a signed Authorization Form is returned to the Agent without one of
the boxes checked, the shareholder will be enrolled under the "Full
Dividend Reinvestment" option. If a signed Authorization Form is returned
to the Agent with the "Partial Dividend Reinvestment" box checked but
without the number of shares designated, the form will be returned to the
shareholder for completion.
4. The "Agent" will be First Union National Bank, or such other agent as the
Company may from time to time designate. The Company may, from time to
time, undertake some of the ministerial functions of the Agent under the
Plan.
5. The "Dividend Investment Date" shall normally be the dividend payment
date with respect to common and preferred shares. The "Cash Investment
Date" shall normally be the first day of every month. If either such date
falls on a Saturday, Sunday or other day on which the New York Stock
Exchange is closed, or such date falls on any other day on which trading
is suspended, the Dividend Investment Date or Cash Investment Date will
be the next trading day. The purchase of shares directly from the Company
shall be made as of the Dividend Investment Date or Cash Investment Date.
The "Investment Period" shall normally be the 30-day period beginning on
the Dividend Investment Date or Cash Investment Date. Purchases of shares
on the open market or in negotiated transactions will be made by the
Agent within the 30-day Investment Period, subject to any appropriate
requirements of federal or state securities laws affecting the timing and
manner of purchases of common shares for the Plan. Common shares
purchased on the open market or in negotiated transactions will be
credited to participants' accounts as of the last day of the Investment
Period, or as of the last date on which all purchases for the Investment
Period are completed.
29
6. A shareholder will be enrolled as of the next dividend payment date
following receipt by the Agent of the Authorization Form, for the purpose
of the reinvestment of dividends, if the Authorization Form is received
by the fifth business day preceding a Dividend Investment Date. If the
Authorization Form is received by the Agent after the fifth business day
preceding a Dividend Investment Date the shareholder's reinvestment of
dividends will not start until payment of the second succeeding dividend.
A shareholder may change the portion of his dividends that is to be
reinvested by submitting a later-dated Authorization Form to the Agent.
The portion of dividends to be reinvested as of the next dividend payment
date shall be the portion indicated in the later-dated Authorization Form
if it is received by the Agent by the date upon which such dividend is
declared, but shall be the portion indicated in the original
Authorization Form if the later-dated Authorization Form is received
after such date. A shareholder who provides the Agent with a later-dated
Authorization Form in which he or she elects the "safekeeping only"
option may not make optional cash investments and any optional cash
investment held by the Agent for application on the next succeeding Cash
Investment Date shall be returned to the shareholder who provided the
Agent with a later-dated Authorization Form in which the "safekeeping
only" option was elected, unless such later-dated Authorization Form is
received after the fifth business day preceding the next Cash Investment
Date.
A participant who has dividends reinvested under the Plan and who wishes
to make an optional cash investment on any Cash Investment Date may do so
by providing the Agent with an appropriately completed cash investment
form to be provided by the Agent (the "Cash Investment Form"), provided
the Cash Investment Form is received by the Agent by the fifth business
day preceding that Cash Investment Date. If the Cash Investment Form is
received by the Agent after the fifth business day preceding a Cash
Investment Date, the shareholder's cash investment shall be held by the
Agent for application on the following Cash Investment Date.
7. The purchase price of common shares bought directly from the Company with
reinvested dividends and optional cash investments will be (i) the
average of the closing prices for the Company's common shares as quoted
on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") for each of the last five trading days immediately
preceding and including the Dividend Investment Date or Cash Investment
Date, or (ii) if no such closing prices are quoted by NASDAQ as
determined in accordance with a method adopted by the officers of the
Company. The purchase price of common shares purchased by the Agent on
the open market, or in negotiated transactions, with reinvested dividends
and optional cash investments shall be the weighted average price of all
shares purchased by the Agent for the Plan during the Investment Period.
The participant's account will be credited with a number of shares,
including fractions computed to three decimal places, equal to the total
amount invested (through dividends, optional cash investments, or both)
divided by the purchase price.
30
8. All costs of administration of the Plan, including the Agent's charges,
will be paid by the Company. No brokerage fees will be charged to
participants when shares are purchased under the Plan. However, if a
participant makes a request to the Agent to sell any of his or her
shares, the participant will pay a brokerage commission and any transfer
tax or other fees or charges.
9. An optional cash investment may be made by participants only by enclosing
a check payable to the Agent with a Cash Investment Form. Cash Investment
Forms will be sent to participants periodically by the Agent.
There is no obligation to make an optional cash investment for each or
any Cash Investment Date. Each optional cash investment must be at least
$10.00. More than one optional cash investment may be made during the
calendar year, but the aggregate of such investments may not exceed
$50,000.00. No interest will be paid by the Company or the Agent on
optional cash investments held until the Cash Investment Date.
10. Participants in the Plan will receive statements of their accounts from
the Agent following each purchase of shares for their accounts.
Participants also will receive a Prospectus relating to the Plan and
copies of the same communications sent to every other holder of the
Company's common stock.
11. The fact that dividends are reinvested does not relieve participants of
any liability for taxes that may be otherwise payable on such dividends.
When reinvested dividends are subject to United States income tax
withholding, the Company will provide for the investment in common shares
of the Company to be held by the Agent on behalf of participants an
amount equal to the dividends paid less the amount of tax required to be
withheld in accordance with paragraph 17 hereof.
12. Certificates for the whole number of shares purchased by all participants
under the Plan will be issued in the first instance in the name of the
Agent or its nominee and, unless requested as described in the next
paragraph, certificates for shares purchased under the Plan will not be
issued to participants. The number of shares credited to an account under
the Plan will be shown on the participant's statement of account prepared
by the Agent.
Certificates for any number of whole shares credited to an account under
the Plan will be issued by the Agent to a participant upon written
request to the Agent, even though such participant wishes to remain in
the Plan. In such event, any remaining full shares for which certificates
are not requested and any fractional shares will continue to be credited
to the participant's account under the Plan. Certificates for fractional
shares will not be issued under any circumstances. Accounts under the
Plan are maintained in the names in which the certificates of
participants were registered at the time they entered the Plan.
Consequently, certificates for whole shares will be similarly registered
when issued.
31
13. A participant may withdraw from the Plan at any time. In order to
withdraw from the Plan, a participant must provide the Agent with a
properly executed Plan Withdrawal Form or other written instruction in
form acceptable to the Agent containing the same information required by
the Plan Withdrawal Form. When a participant withdraws from the Plan or
upon termination of the Plan by the Company, certificates for whole
shares credited to his or her account under the Plan will be issued and
cash will be remitted for any fractional share. Upon withdrawal from the
Plan the participant may, if desired, also request that all of the
shares, both whole and fractional, credited to such participant's account
in the Plan be sold. If a participant requests such sale, the sale will
be made by the Agent for the account of the participant at the market
price within ten trading days after receipt of the request by the Agent.
The participant will receive the proceeds of the sale less any related
brokerage commission and any transfer tax or other fees or charges.
If the request to withdraw is received by the Agent on or after the date
upon which a dividend is declared but prior to the Dividend Investment
Date upon which such dividend is to be paid, it shall not be effective
until after that Dividend Investment Date. All subsequent dividends will
be paid to the shareholder in cash unless the shareholder re-enrolls in
the Plan, which may be done at any time. A participant who has withdrawn
from the Plan may not make optional cash investments, and any optional
cash investment held by the Agent for application on the next succeeding
Cash Investment Date shall be returned to the withdrawing participant,
unless such withdrawal request is received after the fifth business day
preceding the next Cash Investment Date, in which case the withdrawal
shall be effective after the next Cash Investment Date.
If a participant disposes of all common shares registered in such
participant's name, the Company will continue to provide for the
reinvestment of dividends on the shares credited to his or her account
under the Plan until the Agent is notified by such participant that he or
she wishes to withdraw from the Plan.
14. If shares registered in the name of a participant in the Plan are voted
by him or her on any matter submitted to a meeting of shareholders, the
Agent will vote any shares held in the participant's account under the
Plan in accordance with the participant's proxy for the shares registered
in his or her name. If no shares are registered in a participant's name,
shares credited to the account of a participant under the Plan will be
voted by the Agent in accordance with instructions of the participant
given on an instruction form which will be furnished to the participant.
If the participant desires to vote in person at the meeting, a proxy for
full shares credited to his or her account under the Plan may be obtained
upon written request received by the Agent at least 15 days before the
meeting. If no instructions are received on a returned proxy card or
instruction form properly signed with respect to any item thereon, all of
a participant's shares -- those registered in his or her name, if any,
and those credited to his or her account under the Plan -- will be voted
in the same manner as for non-participating shareholders who return
proxies and do not provide instructions: in accordance with the
recommendations of the Company's management. If the proxy card or
instruction form is not returned or if it is returned unsigned, none of
the participant's shares will be voted unless the participant votes in
person.
32
15. If the Company declares a stock dividend or split with respect to its
common shares, shares distributed by the Company on shares credited to
the account of a participant under the Plan will be added to the shares
held on his or her behalf by the Agent.
16. A participant's entitlement in a rights offering will be based upon the
total number of shares held in the participant's name and whole shares
credited to his or her account under the Plan. Rights on shares
registered in the name of a participant, as well as on whole shares
credited to the participant's account under the Plan, will be mailed
directly to the participant in the same manner as to holders of common
shares not participating in the Plan.
17. In the case of shareholders whose dividends are subject to United States
federal income tax or applicable state tax withholding, the Company will
provide for the investment in common shares of the Company an amount
equal to the dividends paid less the amount of tax required to be
withheld by the Company. The statements confirming purchases made for
such participants will indicate the gross amount of dividends received
and the net amount invested. Optional cash investments received from
foreign shareholders must be in United States dollars and will be
invested in the same manner as investments from other participants.
18. In administering the Plan, the Company and the Agent will not be liable
for any act done in good faith or for any good faith omission to act
including, without limitation, any claim of liability arising out of
failure to terminate a participant's account upon such participant's
death prior to receipt of notice in writing of such death, or with
respect to the prices at which shares are purchased for the participant's
account and the times when such purchases are made, or with respect to
any fluctuation in the market value after purchase or sale of shares, or
with respect to the tax treatment of dividends reinvested pursuant to the
Plan.
19. The Company reserves the right to amend, suspend, modify or terminate the
Plan at any time. Notice of any such amendment, suspension, modification
or termination will be sent to all participants.
20. The Agent reserves the right to resign at any time upon sixty days'
notice to the Company in writing.
21. The officers of the Company are authorized to take such actions to carry
out the Plan as may be consistent with its terms and conditions.
22. The terms and conditions of the Plan and its operation shall be governed
and construed in accordance with the laws of the State of Maine.
23. The Company's obligations to issue previously authorized but unissued
common shares under the Plan or to sell treasury shares pursuant to the
terms of the Plan is subject to having in effect an effective
registration statement under the Securities Act of 1933, as amended,
covering such shares and any required registrations under the state
securities or "Blue Sky" laws.
24. This Plan shall be effective as of January 1, 1982.
33