As filed with the Securities and Exchange Commission
on July 13, 2000
Registration No. 333-68299
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMERICAN STATES WATER COMPANY
(Exact name of Registrant as specified in its charter)
California 95-4676679
(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
Post-Effective Amendment to the
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. [ ]
This Amendment has been filed to indicate that the
securities are being offered on a delayed or continuous
basis pursuant to Rule 415. This filing corrects a clerical
error in the original filing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Registration fee $16,680
Rating agency fees 45,000*
Printing and engraving expenses 75,000*
Accounting fees and expenses 15,000*
Legal fees and expenses 110,000*
Blue sky fees and expenses 20,000*
Fees and expenses of Transfer Agent, Trustee 20,000*
and Depositary
Miscellaneous 9,000*
---------
Total $441,680
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* Expenses are estimated except for the registration 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. Article VI of 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
Number Description of Exhibit
-------- --------------------------
*1.01 Forms of Underwriting Agreement or Distribution
Agreement.
3.01 Amended and Restated Articles of Incorporation
of the Company (incorporated by reference to
Form 8-K filed on November 2, 1998
3.02 Bylaws (incorporated by reference to Form 8-K
filed on November 2, 1998)
3.03 Rights Agreement dated August 3, 1998 between
the Company and Chase Mellon Shareholder
Services L.L.C. (incorporated by reference to
the Company's current Report on form 8-K filed
August 20, 1998)
4.01 Indenture with respect to Debt Securities.
4.02 Form of Deposit Agreement with respect to the
Depositary Shares.
4.03 Form of Certificate for Common Shares
*5.01 Opinion of O'Melveny & Myers LLP as to the
validity of Securities issued by the Company.
12.01 Computation of Ratios of Earnings to Fixed
Charges and Combined Fixed Charges and Preferred
Share Dividends 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 the Trustee.
- -----------
* To be filed by amendment or pursuant to a Form 8-K.
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 a Post-
Effective Amendment to Form S-3 and has duly caused this Post-
Effective Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of San Dimas, State of California, on July 13, 2000.
AMERICAN STATES 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 Post-Effective Amendment to the Registration Statement has
been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
Floyd E. Wicks /s/ Floyd E. Wicks July 13, 2000
----------------------------
Principal Executive Officer,
President, Chief Executive
Officer and Director
McClellan /s/ McClellan Harris III July 13, 2000
Harris III -----------------------------
Principal Financial Officer and
Principal Accounting Officer,
Chief Financial Officer,
Treasurer and Secretary
Lloyd E. Ross /s/ McClellan Harris III July 13, 2000
-----------------------------
Chairman of the Board and
Director
James L. Anderson /s/ McClellan Harris III July 13, 2000
-----------------------------
Director
Jean E. Auer /s/ McClellan Harris III July 13, 2000
------------------------------
Director
N.P. Dodge, Jr. /s/ McClellan Harris III July 13, 2000
------------------------------
Director
Robert F. Kathol /s/ McClellan Harris III July 13, 2000
------------------------------
Director
Anne Holloway /s/ McClellan Harris III July 13, 2000
-------------------------------
Director