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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 1, 1998
Southern California Water Company
American States Water Company
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(Exact name of registrant as specified in its charter)
Southern California Water Company
California 000-01121 95-1243678
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
American States Water Company
California (not yet assigned) 95-4676679
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
630 East Foothill Boulevard, San Dimas, California 91773-9016
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (909) 394-3600
(Former name or former address, if changed since last report.)
Not applicable.
Item 1. Changes in Control of Registrant.
(a) On April 28, 1998, shareholders with a majority of the voting
power of the common and preferred stock of Southern California
Water Company (the "Company") approved the principal terms of an
Agreement of Merger (the "Agreement"), dated as of June 25, 1998
by and among the Company, American States Water Company, and SCW
Acquisition Corp. The sole shareholder of American States Water
Company and the sole shareholder of SCW Acquisition Corp.
approved the Agreement on March 5, 1998.
Under the Agreement, which was filed with the Secretary of State
of the State of California on June 30, 1998, SCW Acquisition
Corp., a wholly owned subsidiary of American States Water
Company, was merged with and into the Company effective 12:01
a.m. on July 1, 1998 (the "Effective Date").
Under the Agreement, the Company became a wholly owned subsidiary
of American States Water Company and the Company's common and
preferred shareholders became holders of all of the American
States Water Company Common and Preferred Shares, respectively,
as follows:
(i) each issued and outstanding share of the Company's Common
Shares was exchanged for one American States Water Company Common
Share; and
(ii) each issued and outstanding share of each series of the
Company's Preferred Shares was exchanged for one share of
American States Water Company of the applicable series.
At the opening of business on the Effective Date of the merger of
the Company and SCW Acquisition Corp., the Common Shares of
American States Water Company were listed on the New York Stock
Exchange.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
2.1 Agreement of Merger dated as of June 25, 1998, by and
among Southern California Water Company, SCW
Acquisition Corp., and American States Water Company.
99.1 Press Release of Southern California Water
Company announcing the formation of American
States Water Company, its new holding company whose
shares will be listed on the New York Stock Exchange,
dated as of June 30, 1998.
SIGNATURES
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.
AMERICAN STATES WATER COMPANY
/s/ McClellan Harris III
--------------------------------
By: McClellan Harris III
Vice President - Finance, Chief
Financial Officer, Treasurer
and Secretary
DATED: July 1, 1998
Exhibit 2.1
THIS AGREEMENT OF MERGER (this "Agreement") is made as of
June 25, 1998 by and among SOUTHERN CALIFORNIA WATER COMPANY, a
California corporation ("SCW"), SCW ACQUISITION CORP., a
California corporation ("MergeCo"), and AMERICAN STATES WATER
COMPANY, ("HoldingCo"), a California corporation, with reference
to the following facts:
A. SCW has authorized capital consisting of (i) 30,000,000
shares of Common Stock, with par value of $2.50 per
share ("SCW Common Stock"), of which 8,957,671 shares
have been issued and are outstanding; (ii) 83,200
shares of Preferred Stock (the "SCW Preferred Stock"),
with par value of $25.00 per share, of which 32,000
shares of the 4% Series have been issued and are
outstanding, 32,000 shares of the 4 1/4% Series have
been issued and are outstanding, and 19,200 of the 5%
Series have been issued and are outstanding; and (iii)
150,000 shares of Preferred Stock, with a Par Value of
$100 per share, none of which have been issued.
B. MergeCo has authorized capital consisting of 1,000
shares of Common Stock, with no par value per share
("MergeCo Common Stock"), 100 shares of which have been
issued and are outstanding and are beneficially
owned of record by HoldingCo.
C. HoldingCo has authorized capital consisting of (i)
30,000,000 shares of Common Stock, no par value and a
stated value of $2.50 per share ("HoldingCo Common
Stock"), of which 100 shares are issued and
outstanding and beneficially owned of record by SCW,
(ii) 83,200 shares of Preferred Stock (the "HoldingCo
Preferred Stock"), with par value of $25.00 per share,
of which 32,000 shares are of the 4% Series, 32,000
shares are of the 4 1/4% Series, and 19,200 shares are
of the 5% Series, and none of which shares have been
issued or are outstanding; and (iii) 150,000 shares of
New Preferred Stock, with no par value and a stated
value of $100 per share, none of which have been issued
or are outstanding.
D. The Boards of Directors of the respective parties
hereto deem it advisable to merge MergeCo with and into
SCW in accordance with the California General
Corporation Law (the "CGCL") and this Agreement for
the purpose of establishing HoldingCo as the parent
corporation of SCW in a transaction intended to qualify
as a reorganization within the meaning of Section 368
of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and
agreements contained herein, the parties agree that (i) MergeCo
shall be merged with and into SCW, (ii) SCW shall be the
corporation surviving such merger, and (iii) the terms and
conditions of such merger, the mode of carrying it into effect,
and the manner of converting and exchanging shares of capital
stock shall be as follows:
ARTICLE 1
THE MERGER
1.1 The Merger. Upon the terms and subject to the
conditions set forth in this Agreement, and in accordance with
the CGCL, MergeCo shall be merged (the "Merger") with and into
SCW at the Effective Time (as defined below). Following the
Merger, the separate corporate existence of MergeCo shall cease
and SCW shall continue as the surviving corporation (SCW, as the
surviving corporation, being sometimes referred to herein as the
"Surviving Corporation"), and shall succeed to and assume all the
rights and obligations of SCW and of MergeCo in accordance with
the CGCL.
1.2 Closing. The closing of the Merger shall take
place at 10:00 a.m. on a date specified by the parties (the
"Closing Date"), at the offices of O'Melveny & Myers LLP, 400
South Hope Street, Los Angeles, California 90071.
1.3 Effective Time. Subject to the provisions of
this Agreement, on the Closing Date the parties shall file with
the California Secretary of State (i) a copy of this Agreement
of Merger, (ii) an officer's certificate for each of MergeCo and
SCW, and (iii) a certificate of satisfaction of the California
Franchise Tax Board for MergeCo, all as required by Section 1103
of the CGCL (such documents, the "Merger Documents"), and shall
make all other filings or recordings required under the CGCL. The
Merger shall become effective at 12:01 a.m., July 1, 1998 (such
date and time being the "Effective Time").
1.4 Effects of the Merger. The Merger shall have the
effects set forth in Section 1107 of the CGCL and all other
effects specified in the applicable provisions of the CGCL.
ARTICLE 2
TERMS OF CONVERSION AND EXCHANGE OF SHARES
At the Effective Time:
2.1 SCW Common Stock. Each share of SCW Common Stock
or fraction thereof issued and outstanding immediately prior to
the Merger shall be automatically changed and converted into one
share of HoldingCo Common Stock or fraction thereof, which shall
thereupon be issued and fully-paid and non-assessable.
2.2 SCW Preferred Stock. Each share of each series
of SCW Preferred Stock issued and outstanding immediately prior
to the Merger shall be automatically changed and converted into
the same number of shares of the same series of HoldingCo
Preferred Stock, which shall thereupon be issued and fully-paid
and non-assessable.
2.3 MergeCo Shares. The shares of MergeCo Common
Stock issued and outstanding immediately prior to the Merger
shall be automatically changed and converted into all of the
issued and outstanding shares of Common Stock of the Surviving
Corporation, which shall thereupon be issued and fully-paid and
non-assessable, with the effect that the number of issued and
outstanding shares of Common Stock of the Surviving Corporation
shall be the same as the number of issued and outstanding shares
of MergeCo Common Stock immediately prior to the Effective Time.
2.4 HoldingCo Shares. Each share of HoldingCo Common
Stock owned or held by SCW immediately prior to the Merger shall
be canceled.
ARTICLE 3
ARTICLES OF INCORPORATION AND BYLAWS
3.1 Articles of Incorporation. Upon the Effective
Time and until amended or modified in accordance therewith or
pursuant to applicable law, the articles of incorporation set
forth as Appendix A hereto shall be the articles of incorporation
of Surviving Corporation.
3.2 Bylaws. Upon the Effective Time and until
amended or modified in accordance therewith pursuant to
applicable law, the bylaws of SCW in effect on the effective time
shall be the bylaws of Surviving Corporation.
ARTICLE 4
DIRECTORS AND OFFICERS
4.1 Directors and Officers. The persons who are
directors and officers of SCW immediately prior to the Merger
shall continue as directors and officers, respectively, of the
Surviving Corporation and shall continue to hold office as
provided in the Bylaws of the Surviving Corporation. If, at or
following the Effective Time, a vacancy shall exist in the
Board of Directors or in the position of any officer of the
Surviving Corporation, such vacancy may be filled in the manner
provided in the Bylaws of the Surviving Corporation.
ARTICLE 5
STOCK CERTIFICATES
5.1 Pre-Merger SCW Common Share Certificates and SCW
Preferred Shares Certificates. Following the Effective Time, each
holder of an outstanding certificate or certificates theretofore
representing SCW Common Shares or SCW Preferred Shares, as the
case may be, may, but shall not be required to, surrender the
same to HoldingCo for cancellation or transfer, and thereupon
each such holder or transferee will be entitled to receive a
certificate or certificates representing the same number of
shares of Holding Common Shares or series of HoldingCo Preferred
Shares, as the case may be, as the SCW Common Shares or series of
SCW Preferred Shares previously represented by the stock
certificate(s) so surrendered.
5.2 Outstanding Certificates. Until surrendered or
presented for transfer in accordance with Section 5.1 above, each
outstanding stock certificate which, prior to the Effective Time,
represented SCW Common Shares or a series of SCW Preferred
Shares, as the case may be, shall be deemed and treated for all
corporate purposes to represent the ownership of the same number
of shares of HoldingCo Common Shares or series of HoldingCo
Preferred Shares, as the case my be, as though such surrender or
transfer and exchange and taken place.
5.3 SCW Stock Transfer Books. The stock transfer
books for SCW Common Shares and each series of SCW Preferred
Shares shall be deemed to be closed at the Effective Time such
that no transfer of SCW Common Shares or any series of SCW
Preferred Shares shall thereafter be made on such books.
5.4 Post-Merger Rights of Holders. Following the
Effective Time, the holders of certificates representing SCW
Common Shares and each series of SCW Preferred Shares outstanding
immediately prior to the Effective Time shall cease to have any
rights with respect to stock of the Surviving Corporation and
their sole rights shall be with respect to the HoldingCo Common
Shares or series of HoldingCo Preferred Shares, respectively,
into which their SCW Common shares or series of SCW Preferred
Shares shall have been converted in connection with the Merger.
ARTICLE 6
CONDITIONS OF THE MERGER
Completion of the Merger is subject to the satisfaction of
the following conditions:
6.1 SCW Shareholder Approval. The principal terms of
this Agreement shall have been approved by shares constituting a
majority of the combined voting power of the outstanding Common
Shares and Preferred Shares. Each outstanding Common Share shall
be entitled to one-tenth of a vote and each outstanding Preferred
Share shall be entitled to one vote.
6.2 HoldingCo Common Stock Listed. The HoldingCo
Common Stock to be issued and to be reserved for issuance
pursuant to the Merger shall have been approved for listing, upon
official notice of issuance, by the New York Stock Exchange.
6.3 CPUC Approval. The California Public Utilities
Commission shall have approved the formation of a holding company
structure for SCW pursuant to this agreement of merger in a form
substantially similar to the Agreement, subject only to
conditions deemed reasonable by the Board of Directors of SCW.
6.4 Tax Opinion. The Company shall have received
from O'Melveny & Myers LLP an opinion to the effect that the
Merger will constitute a tax-free reorganization for federal
income tax purposes.
ARTICLE 7
AMENDMENT AND TERMINATION
7.1 Amendment. Subject to applicable law, the
parties to this Agreement, by mutual consent of their respective
boards of directors, may amend, modify or supplement this
Agreement in such manner as may be agreed upon by them in writing
at any time before or after approval of this Agreement by the
pre-Merger shareholders of SCW (as provided in Section 6.1
above).
7.2 Termination. This Agreement may be terminated
and the Merger and other transactions provided for by this
Agreement may be abandoned at any time, whether before or after
approval of this Agreement by the pre-Merger shareholders of SCW,
by action of the board of directors of SCW if such board of
directors determines for any reason that the completion of the
transactions provided for herein would for any reason be
inadvisable or not in the best interests of SCW or its
shareholders.
ARTICLE 8
MISCELLANEOUS
8.1 Approval of HoldingCo Shares. By its execution
and delivery of this Agreement, SCW, as the sole pre-Merger
shareholder of HoldingCo, consents to, approves and adopts this
Agreement and approves the Merger, subject to approval of this
Agreement by the pre-Merger shareholders of SCW and the
satisfaction of all other conditions specified in Article 6
above.
8.2 Approval of MergeCo Shares. By its execution and
delivery of this Agreement, HoldingCo, as the sole pre-Merger
shareholder of MergeCo, consents to, approves and adopts this
Agreement and approves the Merger, subject to approval of this
Agreement by the pre-Merger shareholders of SCW and the
satisfaction of all other conditions specified in Article 6
above.
IN WITNESS WHEREOF, SCW, HoldingCo and MergeCo, pursuant
to approval and authorization duly given by resolutions adopted
by their respective boards of directors, have each caused this
Agreement to be executed by its chairman of the board or its
president or one of its vice presidents and by its secretary or
one of its assistant secretaries.
SOUTHERN CALIFORNIA WATER COMPANY,
a California corporation
By: /s/ Floyd E. Wicks
---------------------------
Name: Floyd E. Wicks
Title: President
By: /s/ McClellan Harris III
__________________________
Name: McClellan Harris III
Title: Secretary
AMERICAN STATES WATER COMPANY,
a California corporation
By: /s/ Floyd E. Wicks
--------------------------
Name: Floyd E. Wicks
Title: President
By: /s/ McClellan Harris III
--------------------------
Name: McClellan Harris III
Title: Secretary
SCW ACQUISITION CORP.,
a California corporation
By: /s/ Floyd E. Wicks
-------------------------
Name: Floyd E. Wicks
Title: President
By: /s/ McClellan Harris III
--------------------------
Name: McClellan Harris III
Title: Secretary
Exhibit 99.1
News Release
Contact: McClellan Harris III - Chief Financial Officer and
Treasurer
Telephone 909/394-3600, extension 705
FOR IMMEDIATE RELEASE.........
SOUTHERN CALIFORNIA WATER COMPANY
ANNOUNCES THE FORMATION OF
AMERICAN STATES WATER COMPANY, ITS NEW HOLDING COMPANY
WHOSE SHARES WILL BE LISTED ON THE NEW YORK STOCK EXCHANGE
San Dimas, California, June 30, 1998 . . . Effective at
12:01 am on Tuesday, July 1, 1998, Southern California Water
Company, which currently trades on the New York Stock Exchange
with the symbol "SCW", will become a wholly-owned subsidiary of
its new holding company, American States Water Company.
Outstanding common shares of Southern California Water Company
will be converted to common shares of American States Water
Company, which will be traded on the New York Stock Exchange
under the symbol "AWR".
"Formation of the holding company, approved by shareholders
on April 28, 1998 and by the California Public Utilities
Commission on June 18, 1998, enhances our ability to pursue a
variety of unregulated activities which are closely associated
with our regulated business, including the lease or operation and
maintenance of municipally owned retail water supply and
distribution systems, water treatment facilities and wastewater
collection and treatment facilities and providing billing and
other customer service functions to other utilities", said Floyd
E. Wicks, President and Chief Executive Officer.
"We believe that a number of opportunities are available
for investor-owned utilities to assist municipalities and special
water districts in reducing the costs of providing water service
and improving infrastructure to meet the increasing stringent
state and federal drinking water and local fire protection
standards. The holding company structure facilitates the
development and financing activities in this area and will afford
a clearer separation between the regulated and unregulated
businesses," Wicks said.
Southern California Water Company, the principal subsidiary
of American States Water Company, provides water service to 1 out
of 30 Californians located within 75 communities throughout 10
counties in Northern, Coastal, and Southern California. The
Company also distributes electricity to approximately 20,000
customers in the Big Bear recreational area of Southern
California.