As filed with the Securities and Exchange Commission on August 26,
1998.
Registration No. 33-42218
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 2 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 registrants' 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)
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [X]
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. [ ]
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. [ ]
--------------------------
American States Water Company ("Registrant") is the successor
issuer of Southern California Water Company ("SCW") pursuant to
the Agreement of Merger referenced as Exhibit 2 hereto, and,
pursuant to Rule 414(d) under the Securities Act of 1933, hereby
expressly adopts SCW's Registration Statement on Form S-3 (No.
33-42218) as Registrant's own registration statement for all
purposes of the Securities Act of 1933 and the Securities
Exchange Act of 1934.
PROSPECTUS SUPPLEMENT
AMERICAN STATES WATER COMPANY
DIVIDEND REINVESTMENT AND
COMMON SHARE PURCHASE PLAN
------------------------
This Prospectus Supplement amends the Prospectus, dated
February 8, 1993, and should be read in conjunction with that
document. Additional copies of that document are available from
the office of the Corporate Secretary, American States Water
Company, 630 East Foothill Boulevard, San Dimas, California
91773, (909) 394-3600.
Effective July 1, 1998, pursuant to the Agreement and
Plan of Merger between Southern California Water Company ("SCW"),
SCW Acquisition Corp. ("MergeCo") and American States Water
Company ("Registrant"), the outstanding Common Shares ($2.50 per
share par value) of SCW were exchanged automatically on a share-
for-share basis for the Common Shares (no par value per share) of
Registrant. Registrant assumed the Dividend Reinvestment and
Common Share Purchase Plan and the plan was amended to provide
for Registrant Common Shares instead of SCW Common Shares.
Registrant's Common Shares are listed on the New York Stock
Exchange ("NYSE"). Plan participants as of July 1, 1998 need
take no action to continue their participation in the Plan.
Under the Plan, the price of Common Shares purchased
from the Company will be determined by calculating the average of
the daily high and low sales prices of the Company's Common
Shares as reported in the Western Edition of the Wall Street
Journal for the period of the last three days on which the stock
was traded immediately preceding the dividend payment date or, if
not so reported, by calculating the average of the closing sales
prices as reported by the NYSE. The price per share to
Participants of shares purchased on the open market will be the
weighted average price (including brokerage fees and commissions)
of the shares acquired by the Agent.
First Interstate Bank of California has been replaced
as Agent for the Plan by ChaseMellon Shareholder Sevices, L.L.C..
All references to First Interstate Bank of California in the
Prospectus dated February 8, 1993 (Questions 3, 5, 12 and 24)
should be replaced with ChaseMellon Shareholder Services LLC.
All notices, inquiries and requests concerning the Plan
should be directed to:
ChaseMellon Shareholder Services L.L.C.
Overpeck Centre
85 Challenger Road
Ridgefield Park, NJ 07660
Telephone: 1-800-522-6645.
The date of this prospectus is August 13, 1998.
---------------------------
PROSPECTUS DATED FEBRUARY 8, 1993
The Dividend Reinvestment and Common Share Purchase
Plan (the "Plan") of Southern California Water Company (the
"Company") provides an economical and convenient method for its
Common Shareholders to purchase additional Common Shares of the
Company. Any holder of record of Common Shares may participate
in the Plan.
Shares will be purchased under the Plan directly from
the Company unless it directs the Plan agent, First Interstate
Bank of California (the "Agent") to purchase shares on the open
market.
Participants in the Plan may:
- have cash dividends on all or some of their shares
automatically reinvested, at the price as
described below, in Common Shares of the Company;
or
- have cash dividends on all or some of their shares
automatically reinvested and also invest by making
optional cash payments of not less than $50 and
not more than $12,000 during any calendar year, at
the price as described below, in Common Shares of
the Company.
Shareholders should consult their own tax advisors
regarding the tax consequences of participation in the Plan.
Under the Plan, the price of Common Shares purchased
from the Company will be determined by calculating the average of
the daily high and low sales prices of the Company's Common
Shares as reported in the Western Edition of the Wall Street
Journal for the period of the last three days on which the stock
was traded immediately preceding the dividend payment date or, if
not so reported, by calculating the average of the closing sales
prices as reported by NASDAQ. The price per share to
Participants of shares purchased on the open market will be the
weighted average price (including brokerage fees and commissions)
of the shares acquired by the Agent.
Both cash dividends and optional cash payments will be
invested quarterly, normally on each dividend payment date.
Shareholders who do not participate in the Plan or who
do not reinvest all of their cash dividends will receive cash
dividends, as declared, in the usual manner. This Prospectus
should be retained for future reference.
-----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended,
and in accordance therewith files reports and other information
with the Securities and Exchange Commission ("SEC").
Information as of particular dates, concerning the Company's
directors and officers, their remuneration and holdings of the
Company's securities, the principal holders of the Company's
securities, and any material interest of such persons in
transactions with the Company is disclosed in proxy statements
distributed to shareholders of the Company and filed with the
SEC. Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities of the
SEC at 450 Fifth Street, N.W., Washington, D.C.; 75 Park Place,
New York, New York; and Kluczynski Federal Building, 230 South
Dearborn Street, Chicago, Illinois. Copies of such material can
be obtained from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
This Prospectus omits certain additional information
contained in the Registration Statement (Form S-3) filed with the
SEC under the Securities Act of 1933, as amended, to which
reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates herein by reference,
and at any time hereafter prior to the termination of the
offering made by this Prospectus the Company shall be deemed to
have incorporated herein by reference, the description of the
Company's Common Shares in its registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or reports filed for the purpose of updating such
description, its Annual Report on Form 10-K for the year ended
December 31, 1991, its Quarterly Reports on Form 10-K for the
year ended March 31, 1992, June 30, 1992 and September 30, 1992,
its Proxy Statement dated March 20, 1992 for its 1992 Annual
Meeting of Shareholders and all other documents filed by it
pursuant to Section 13, 14 or 15(d) of the Securities Exchange
Act of 1934, subsequent to the date of this Prospectus and prior
to the termination of this offering, and all such documents shall
be deemed to be a part hereof (provided, however, that the
documents listed above or subsequently filed by the Company
pursuant to Section 13 or 14 of the Securities Exchange Act of
1934 prior to the filing of the Company's Annual Report on Form
10-K for the then current fiscal year with the SEC shall not be
incorporated by reference in this Prospectus or be a part hereof
from and after such filing of such Annual Report on Form 10-K).
The Company hereby undertakes to provide without charge
to each person to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a
copy of any or all of the documents referred to above which have
been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Requests should be
directed to Office of the Corporate Secretary, Southern
California Water Company, 630 East Foothill Boulevard, San Dimas,
California 91773, telephone number (909) 394-3600.
THE COMPANY
Southern California Water Company is a public utility
regulated by the California Public Utilities Commission. The
Company is engaged in the purchase, distribution and sale of
water in a number of areas in California and in the purchase,
distribution and sale of electric power in one area of
California. As of September 30, 1992, approximately 94% of the
Company's assets related to its water business, with electric
assets accounting for the balance.
The Company was incorporated in California in 1929.
Its executive offices are located at 630 East Foothill Boulevard,
San Dimas, California 91773, and its telephone number is
(909) 394-3600.
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the
provisions of the Dividend Reinvestment and Common Share Purchase
Plan. The Plan was adopted by the Company's Board of Directors
on October 29, 1981 and was subsequently amended by the Board of
Directors on July 27, 1991. The Plan, as amended, is effective
for cash dividends paid and optional cash payments received on or
after February 8, 1993.
PURPOSE
1. What is the purpose of the Plan?
The Plan provides holders of record of the Company's
Common Shares who elect to participate ("Participants") with a
convenient method of investing cash dividends and making optional
cash payments toward the purchase of additional Common Shares.
ADVANTAGES
2. What are the advantages of the Plan?
The Plan offers Participants the following advantages:
(a) Participants receive dividends on all or part of
their Common Shares in the form of additional shares of the
Company;
(b) Participants in the Plan may also invest in
additional shares of the Company by making optional cash
purchases from a minimum of $50 each to a maximum of $12,000 per
calendar year;
(c) Periodic statements regarding investments in the
Plan provide Participants with simplified recordkeeping; and
(d) Participants may avoid the cumbersome safekeeping
of certificates or shares received under the Plan.
For the price of shares purchased under the Plan, see
Question 15. No shares will be purchased from either the
Company or on the open market under the Plan at less than their
par value, currently $5.00 per share. In the event the open
market price is less than $5.00 per share, all optional cash
payments received by the Agent will be returned without interest
to the Participant within thirty (30) days.
Full investment of funds is possible under the Plan
because the Plan permits fractions of shares, as well as full
shares, to be credited to Participants' accounts. In addition,
cash dividends applicable to such fractions of shares, as well as
full shares, will be credited to Participants' accounts.
ADMINISTRATION
3. Who administers the Plan for Participants?
First Interstate Bank of California (the "Agent")
administers the Plan for Participants. The Agent will establish
Plan accounts for Participants to which shares issued under the
Plan will be credited. The Agent will also provide Participants
with statements informing them, approximately 15 days after each
dividend payment date, of the status of their Plan accounts. In
addition, the Agent will perform other duties relating to the
Plan.
All notices, inquiries and requests concerning the Plan
should be directed to:
First Interstate Bank of California
Dividend Reinvestment Service
Box 60975
Los Angeles, California 90060
PARTICIPATION
4. Who is eligible to participate?
All holders of record of the Company's Common Shares
are eligible to participate in the Plan. Those holders of record
are below called Eligible Shareholders. If the Common Shares of
a shareholder are registered in a name other than that of the
shareholder (e.g., in the name of a broker or bank nominee), the
shareholder who wants to participate in the Plan must become a
shareholder of record by having a portion or all of his or her
shares transferred to the shareholders' own name.
Eligible Shareholders must participate in the Plan
through reinvestment of dividends in order to purchase additional
Common Shares by making optional cash payments.
5. How does an Eligible Shareholder participate?
Eligible Shareholders may join the Plan at any time by
checking the appropriate box on the Authorization Form and
signing and returning it to the Agent. A postage-paid, pre-
addressed envelope is provided for this purpose. An
Authorization Form may be obtained by written request to First
Interstate Bank of California, Dividend Reinvestment Service, Box
60975, Los Angeles, California 90060, or by calling the Agent at
(800) 522-6645. Authorization Forms are also available from the
Company. Where the Common Shares are registered in more than one
name (e.g. joint tenants, trustees, etc.) all registered holders
must sign.
6. When may a shareholder join the Plan?
Eligible Shareholders may join the Plan at any time.
The shareholder's Authorization Form must be received by the
Agent on or before the record date in order to begin the
reinvestment of cash dividends on the related dividend payment
date. If the Authorization Form is received after the record
date, reinvestment of cash dividends will not be effective for
the related dividend payment date and will become effective for
the following Common Share dividend payment date.
7. What does the Authorization Form provide?
The Authorization Form allows Eligible Shareholders to
decide the extent to which they want to participate in the Plan.
By checking the appropriate box on the Authorization Form, a
shareholder may indicate whether cash dividends paid on all or
only some of the Common Shares held in the Plan are to be
reinvested. In addition, the Authorization Form allows
participation in the Plan by making optional cash payments within
the limits described in Question 12.
If "Full Dividend Reinvestment" is elected, the
Authorization Card directs the Agent to apply all the cash
dividends on all the shares then and subsequently owned by a
Participant, together with any optional cash payments, toward the
purchase of additional Common Shares.
If "Partial Dividend Reinvestment" is elected, the
Agent will apply all the cash dividends on only the number of
shares that are specified on the Authorization Card, together
with any optional cash payments, toward the purchase of
additional Common Shares.
If a signed Authorization Form is returned to the Agent
without one of the boxes checked, the Eligible 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. The Participant must have checked
either the "Full Dividend Reinvestment" option or the "Partial
Dividend Reinvestment" option in order to submit an optional cash
payment.
8. When must the Authorization Form be received by the Agent to
begin reinvesting dividends?
To initiate or adjust an Eligible Shareholder's
participation in the Plan for reinvestment of a particular
dividend, the Agent must receive the shareholders original or
amended Authorization Form on or before the record date for that
dividend. The record dates for dividends on Common Shares of the
Company, as and when declared, are normally on or about the 12th
day of February, May, August and November. Such dividends are
normally payable on the 1st day of March, June, September and
December. If the original or amended Authorization Form is
received after the record date for a dividend payment, the
dividend will be paid in cash or as elected in any previous
Authorization Form, and the shareholders participation in the
Plan will commence or be adjusted with the dividend, as and when
declared, for the following quarter.
9. How may a Participant change options under the Plan?
Participants may increase or decrease the number of
shares which they elect to reinvest in additional Common Shares
of the Company by completing a new Authorization Form and
returning it to the Agent. Any Authorization Form directing the
Agent to change an option must be received by the Agent on or
before the record date in order to be effective on the related
dividend payment date. Authorization Forms received after the
record date will be effective for the next dividend payment date.
OPTIONAL CASH PAYMENTS
10. How do optional cash payments work?
Optional cash payments received from a Participant on
or prior to the tenth business day preceding a quarterly Common
Share dividend payment date will be applied by the Agent to the
purchase of additional Common Shares. The price of the Common
Shares purchased with optional cash payments will differ
depending upon whether purchases are made from the Company or on
the open market (see Question 15). Optional cash payments
received after the tenth business day preceding a Common Share
dividend payment date will be held until the next dividend
payment date. No interest will be paid by the Company or the
Agent on optional cash payments held for the purchase of shares.
11. Can a Participant purchase a specific number of Common
Shares?
No. The price of Common Shares purchased under the
Plan cannot be determined until the shares are actually
purchased; therefore, Participants are not permitted to specify
the number of shares to be purchased for their Plan accounts. To
the extent an Optional Cash Payment will not purchase a whole
share, it will be used to purchase a fraction of a share.
12. How may optional cash payments be made?
An optional cash payment may be made by a Participant
when enrolling in the Plan by enclosing a check or money order
with the Authorization Form. Thereafter, optional cash payments
may be made quarterly through the use of cash payment forms,
attached to statements of account, sent by the Agent to
Participants. The same amount of money need not be sent each
quarter, and there is no obligation to make an optional cash
payment for each or any quarterly Common Share dividend payment
date. Optional cash payments will be accepted at any time before
the Common Share dividend payment date but must be received no
later than ten business days before such date.
Participants should be aware that neither the Company
nor the Agent will pay interest on any funds received for
investment and should time the mailing of their optional cash
payments, if any, accordingly.
The minimum optional cash payment is $50 per payment.
Total optional cash payment may not exceed $12,000 per year. The
amount of the payments in excess of $12,000 will be returned to
the Participant without interest. Optional cash payments will be
refunded if a written request for refund is received by the Agent
at least forty-eight hours prior to application of such payments
to the purchase of shares. Funds submitted for investment must
be by check or money order, in United States currency, and must
be funds available for immediate deposit. Checks drawn against
non-U.S. banks must have "U.S. Currency" imprinted on the check.
Funds not meeting these requirements will be returned.
Optional cash payments must be made payable to First
Interstate Bank of California, Dividend Reinvestment Service, Box
60975, Los Angeles, California 90060. The Participant's check or
money order should reference "Southern California Water Co.
DRP." OPTIONAL CASH PAYMENTS FORWARDED TO ANY OTHER ADDRESS DO
NOT CONSTITUTE A VALID DELIVERY.
COSTS
13. Are there any expenses to Participants in connection with
purchases under the Plan?
The costs of administration of the Plan are to be paid
by the Company. Brokerage commissions and any other brokerage
fees for shares purchased on the open market will be included in
the weighted average purchase price.
PURCHASES
14. What is the source of shares purchased under the Plan?
Shares purchased from the Company under the Plan will
come from authorized but unissued Common Shares of the Company.
The Company reserves the right, however, to instruct the Agent
before the applicable Common Share dividend payment date to
purchase shares for Participants on the open market. The
decision to purchase shares on the open market will take into
account the Company's need for common equity and general market
conditions. In the event that the Company instructs the Agent to
purchase shares for Participants on the open market, the Agent
will invest the cash dividends and/or optional cash payments by
purchasing the Company's Common Shares on the open market on or
as soon as possible after the applicable dividend payment date,
but not more than 5 days after such date (except where necessary
to comply with federal securities laws) and on such terms as to
price, delivery and otherwise as the Agent, in its sole
discretion, shall determine.
15. What will be the price of the shares of Common Share
purchased under the Plan?
(a) Newly issued shares purchased from the Company.
The number of shares issued in lieu of a cash dividend
is based on a price determined by calculating the average of the
daily high and low sales prices of the Company's Common Shares as
reported in the Western Edition of The Wall Street Journal for
the period of the last three days on which the stock was traded
immediately preceding the dividend payment date. If such daily
high and low sales prices are not so reported, the average of the
closing sales prices for the period of the last three days on
which the stock was traded immediately preceding the dividend
payment date as reported by NASDAQ will be used to determine the
price paid.
(b) Shares purchased on the open market.
In the event the Company directs the Agent to purchase
shares on the open market rather than from the Company, the
purchase price will be based on the weighted average cost of all
the shares, including brokerage fees and commissions, purchased
by the Agent on the open market.
No Participant shall have any right to direct the
manner, time or price at which Common Stock may be purchased.
16. How many Common Shares will be purchased for Participants?
The number of shares to be purchased depends on the
amount of the Participant's reinvested cash dividends, optional
cash payments, or both, and on the price of the Common Shares.
Each Participant's account will be credited with a number of
shares, including fractions computed to three decimal places,
equal to the total amount invested divided by the purchase price.
17. When will purchases of Common Shares be made?
Shares purchased from the Company will normally be
issued as of the Common Share dividend payment date. Cash
dividends on Common Shares are normally payable on the first day
of March, June, September and December. However, when shares are
purchased on the open market, share purchases will be as of the
date on which the Agent has purchased sufficient shares for all
Participants. No interest will be paid by the Company or the
Agent on cash dividends or optional cash payments held for
purchase of shares.
18. When will additional Common Shares of the Company acquired
under the Plan be credited to a Participant's account?
The additional Common Shares of the Company acquired in
lieu of cash dividends as well as Common Shares purchased through
optional cash payments will be automatically credited to a
Participant's account maintained by the Agent as of the same date
as payment of the cash dividend to non-participating
shareholders.
REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to Participants in the
Plan?
Each Participant will receive a statement of account as
soon as practicable following each purchase of shares. These
statements are a Participant's continuing and permanent record of
the cost of purchases and should be retained for income tax
purposes. In addition, each Participant will receive copies of
all communications sent to all holders of the Company's Common
Shares, including the Company's interim and annual reports to
shareholders, the notice of annual meeting and proxy statement,
and any reports of taxable income required by the Internal
Revenue Service.
The statement will indicate the number of shares
purchased, the price per share paid and will include any
applicable tax information pertaining to the Participant's
account. Participants should be aware that it is important to
retain all statements received as there could be a fee incurred
when requesting the Agent to supply past history.
DIVIDENDS
20. Will Participants be credited with cash dividends on shares
held in their accounts under the Plan?
Yes. The Company pays cash dividends, as and when
declared, to the record holders of all outstanding shares of its
stock. As the record holder for Participants, the Agent will
receive cash dividends for all shares credited to Participants'
accounts on the Common Share dividend payment date. It will
credit such cash dividends to three decimal places to
Participants on the basis of full and fractional shares held in
their accounts.
CERTIFICATES FOR SHARES
21. Will certificates be issued for Common Shares purchased by
Participants?
Certificates for Common Shares purchased under the Plan
will not be issued to Participants. Common Shares purchased for
Participants in the Plan will be registered in the nominee name
of the Agent, and credit for shares purchased will be shown on
each Participant's statement of account. This additional service
protects against loss, theft or destruction of stock
certificates.
Certificates for any number of whole shares credited to
a Participant's account under the Plan will be issued upon
written request to the Agent from the Participant. A Participant
need not withdraw all his or her shares (see Question 23
regarding withdrawal). Any remaining full shares and fractions
of shares will continue to be credited to the Participant's
account. Certificates for fractions of shares will not be issued
under any circumstances. Shares credited to the account of a
Participant under the Plan may not be pledged. A Participant who
wishes to pledge such shares must request that certificates for
such shares be issued in his or her name.
22. In whose name will certificates be registered when issued?
Each account under the Plan will be maintained in the
name in which share certificates of the Participants were
registered at the time the Participants entered the Plan.
Certificates for whole Common Shares will be so registered when
issued, except in instances such as death. Upon written request,
certificates also can be registered and issued in names other
than the account names subject to compliance with any applicable
laws and the payment by the Participant of any applicable taxes,
provided that the request bears the signature of the Participant
and the signature is guaranteed by an eligible guarantor
institution (e.g. Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions with membership in an approved
Signature Guarantee Medallion Program) pursuant to SEC Rule 17 Ad-
15.
WITHDRAWAL FROM THE PLAN
23. May a Participant withdraw from the Plan?
Yes. The Plan is entirely voluntary and a Participant
may withdraw from the Plan at any time.
A Participant may cancel participation in the Plan by
giving written notice of withdrawal from the Plan to the Agent on
or before the record date for any dividend on Common Shares.
After termination, cash dividends will be paid to the
Participant. If a notice of withdrawal is received by the Agent
after the record date, it will be processed as promptly as
possible following the related dividend payment date. Optional
cash payments which have not been invested will be refunded if a
written request for refund or withdrawal from the Plan is
received by the Agent at least forty-eight hours prior to the
application of such payments to the purchase of shares.
24. How does a Participant withdraw from the Plan?
Participants may withdraw from the Plan by giving
written notice to the Agent. A withdrawal/termination notice may
be found on the reverse side of the dividend reinvestment plan
statement of account for this purpose. This notice should be
addressed to First Interstate Bank of California, Dividend
Reinvestment Service, Box 60975, Los Angeles, California 90060.
Upon withdrawal from the Plan, a Participant will receive a
certificate for whole shares held under the Plan and a cash
payment will be made for any fraction of a share and for any
optional cash payments which have not been invested.
25. What happens to a fraction of a share when a Participant
withdraws from the Plan?
When a Participant withdraws from the Plan, the Company
will purchase for cash any fraction of a share credited to the
Participant's account. The cash payment will be mailed directly
to the Participant and will be based on a price determined in the
manner described in the answer to Question 15. The Internal
Revenue Code of 1986, as amended, generally provides for backup
withholding of 31% of the amount of any fractional share paid to
a shareholder (other than corporations and certain other exempt
recipients) who fail to certify under penalty of perjury the
shareholder's taxpayer identification number and certain other
information.
TERMINATION OF INDIVIDUAL PARTICIPATION
26. May the Company terminate a Participant's individual
participation in the Plan?
Participation in the Plan is automatically terminated
when a Participant sells or transfers all of the Common Shares
registered in the Participant's name. However, any shares
credited on the Participant's Plan account will continue to
participate in the Plan until the Participant withdraws such
shares from the Plan and receives certificates therefor.
Participation will also be terminated upon receipt by
the Bank of the notice of the death of a Participant.
The Company may, in its discretion, terminate a
Participant's further participation in the Plan if a
Participant's Plan account contains less than five full shares
for more than six months and the Participant is not reinvesting
the dividends on any shares registered in the Participant's name.
27. May a shareholder rejoin the Plan?
Generally, an Eligible Shareholder may again become a
Participant at any time. However, the Company reserves the right
to reject any Authorization Form from a previous Participant on
the grounds of excessive joining and termination. Such
reservation is intended to minimize unnecessary administrative
expense and to encourage use of the Plan as a long-term
shareholder investment service.
RIGHTS
28. What happens if the Company has a rights offering?
In the event the Company makes a rights offering of any
of its securities to the holders of Common Shares, the Agent will
receive the rights attributable to all of the Common Shares held
in the Plan. The Agent will promptly sell the rights on the open
market, credit each Participant's Plan account with the net
proceeds in proportion to the full and fractional shares held
therein on the record date for such rights, and apply the
proceeds to the purchase of additional shares. Participants
wishing to exercise stock purchase rights on their Plan shares
must request, prior to the record date for receiving any such
rights, that the Agent forward a certificate for full shares as
provided in the answer to Question 21.
Rights on shares held directly by Participants will be
mailed directly to them in the same manner as to shareholders not
participating in the Plan.
STOCK SPLITS AND STOCK DIVIDENDS
29. What happens if the Company issues a stock dividend or
declares a stock split?
Any stock dividends or split shares distributed by the
Company on shares credited to the account of a Participant under
the Plan will be added to the Participant's account. Stock
dividends or split shares distributed on shares held directly by
the Participant and registered in the name of the Participant
will be mailed directly to the Participant in the same manner as
to shareholders who are not participating in the Plan.
SHAREHOLDER VOTING
30. How will a Participant's shares be voted at meetings of
shareholders?
For each meeting of stockholders, a Participant
directly owning shares registered in his or her name will receive
proxy material that will enable the Participant to vote both the
shares registered in the Participant's name directly and shares
credited to the Participant's Plan account. If the Participant
does not directly own shares registered in his or her name, he or
she will receive a proxy covering his or her Plan Shares through
his broker, bank or other nominee. If a Participant elects, he
or she may vote his or her shares, including all whole Plan
Shares held for his or her account under the Plan, in person at
the stockholders' meeting.
OTHER INFORMATION
31. What is the responsibility of the Company and the Agent
under the Plan?
In acting under the terms and conditions of the Plan as
described herein, neither the Company nor the Agent shall be
liable for any act done in good faith or for any good faith
omission to act including, without limitation, any claim or
liability arising out of failure to terminate a Participant's
account upon such Participant's death prior to receipt of notice
by the Agent in writing of such death. In addition, neither the
Company nor the Agent will be liable with respect to the prices
at which shares are deemed acquired for a Participant's Plan
account or the times when such acquisitions are made or with
respect to any fluctuation in the market value before or after
acquisitions of shares. The Company shall have the right to
decide in its sole discretion any questions of interpretation or
administration of the Plan.
Neither Southern California Water Company nor First
Interstate Bank of California can assure a participant of a
profit or protect a participant against a loss on the shares
purchased under the Plan.
32. May the Plan be changed or discontinued?
The Company may for any reason terminate, suspend or
modify any provision of the Plan at any time by written notice to
all Participants. Notice shall be mailed to Participants at the
addresses shown on their accounts or at a more recent address as
furnished to the Agent by a Participant.
In the event the Company changes the Agent, all
references to the Agent shall thereafter mean the successor Agent
as designated by the Company.
FEDERAL INCOME TAX INFORMATION
33. What are the federal income tax consequences of
participation in the Plan?
In general, Participants have the same federal income
tax obligations with respect to their dividends as do holders of
Common Shares who are not participating in the Plan. This means
that generally the cash dividends otherwise payable to a
Participant will be taxable as if received even though the
Participant does not actually receive them in cash but, instead,
receives Common Shares under the Plan.
A Participant will not realize any taxable income when
the Participant receives certificates for whole shares credited
to the Participant's account under the Plan, either upon the
Participant's request for certificates for certain of those
shares or upon withdrawal from or termination of the Plan.
However, a Participant who receives, upon withdrawal from or
termination of the Plan, a cash adjustment for a fractional share
credited to the Participant's account will realize a gain or
loss. Gain or loss will also be realized by the shareholder when
whole shares are sold by the shareholder after withdrawal from
the Plan. The amount of such gain or loss will be the difference
between the amount which the shareholder receives for the
shareholders whole or fractional shares, and the shareholder's
tax basis thereof.
The foregoing is only an outline of the applicable
federal tax provisions. In addition, there may be tax
considerations under state, foreign and local laws applicable to
Participants.
Shareholders considering participating in the Plan are
urged to consult their own tax advisors.
USE OF PROCEEDS
The Company has no basis for estimating either the
number of Common Shares that will ultimately be sold by it
pursuant to the Plan or the prices at which such shares will be
sold. However, the Company proposes to use the net proceeds from
the sale of such shares for the reimbursement of moneys actually
expended from income, or from other moneys in the Company's
treasury and for construction, completion, extension or
improvement of the Company's facilities.
DESCRIPTION OF COMMON SHARES
The Company's authorized capital stock consists of
10,000,000 Common Shares, $5 par value, and two classes of
Preferred Shares, consisting of 150,000 Preferred Shares, $100
par value, and 92,800 Preferred Shares, $25 par value. As of
September 30, 1992, there were outstanding 3,318,012 Common
Shares and 92,800 $25 Preferred Shares (of which 28,800 shares
are subject to mandatory redemption). There were no $100
Preferred Shares outstanding.
The following statements are brief summaries of certain
information relating to the Company's Common Shares and its
rights and limitations, including those resulting from provisions
of the Company's debt instruments. For a more complete statement
thereof, reference is made to the Company's Restated Articles of
Incorporation, the terms of its debt instruments and the laws of
the State of California.
Dividend Rights. Subject to the preferential dividend
rights of holders of the Company's Preferred Shares, dividends on
the Common Shares are payable when and as declared by the Board
of Directors out of funds legally available for dividends.
The Company's Restated Articles of Incorporation
provide that no dividend, other than dividends payable in stock
of the Company, may be declared on the Common Shares which, after
giving effect to such declaration, would cause the Company's
Common Equity to be less than 25% of the Total Capitalization, as
such terms are defined therein. Common Equity under this formula
as of September 30, 1992 was 50.2% of Total Capitalization. The
payment of dividends on the Common Shares is also restricted
under various debt instruments which have been issued. Under the
most restrictive provision, the amount of earned surplus
available for dividends on the Common Shares as of September 30,
1992 was $9,603,000. Dividends on the $25 Preferred Shares are
cumulative, so that if full dividends, in respect of any previous
quarter, have not been paid on, or declared and set apart for,
all $25 Preferred Shares at the time outstanding, or if the
Company is in default in any $25 Preferred Share sinking fund
requirement, the deficiency must be fully paid for such shares
before any dividend can be paid on the Common Shares.
Voting Rights. Each holder of Common Shares is
entitled to one-fifth of one vote for each share held as of the
applicable record date. The holder of each $25 Preferred Share
is entitled to one vote for each share held as of the applicable
record date. If, at any time, four quarterly dividends (whether
or not consecutive) which have accrued on shares of any series of
$25 Preferred Shares are in arrears, then at the annual meeting
of shareholders next following such dividend default, or at a
special meeting called on the written request of the holders of
not less than 10% of the then outstanding shares of such class,
the holders of the outstanding shares of such class are entitled,
voting separately as a class, to elect the smallest number of
directors of the Company which constitutes a majority of the
authorized number of such directors.
In addition, it is provided in the Restated Articles of
Incorporation with respect to the $25 Preferred Shares as a class
that the Company may not take certain actions which may adversely
affect their interests without the approval of two-thirds (), or
in certain instances a majority, of the outstanding shares of
that class. Actions with respect to which such approval is
required (in some instances only if the proposed action does not
satisfy certain tests) include, as examples (i) alterations in
the preferences, voting powers and other rights of such class of
Preferred Shares, (ii) authorization or issuance of any shares of
any class prior to such class of Preferred Shares, (iii)
reclassification of any shares into shares ranking prior to such
class of Preferred Shares, (iv) the sale, conveyance, leasing or
other disposition of all or substantially all of the Company's
assets, properties or business and (v) consolidation or merger
with or into any other corporation.
Pre-emptive Rights. No holder of shares of any class
of the Company's capital stock is entitled, as a right, to
subscribe for or to purchase any additional shares of capital
stock of the Company.
Liability for Assessments. Upon their issuance and
sale as contemplated hereby, the Common Shares will be fully paid
and non-assessable.
Liquidation Rights. After there shall have been paid
in cash the full amounts to which the $25 Preferred Shares are
entitled upon liquidation, voluntary or involuntary ($25 per
share), the holders of the Company's Common Shares are entitled
to receive pro rata all remaining assets of the Company available
for distribution.
LEGAL MATTERS
O'Melveny & Myers, Los Angeles, California, counsel for
the Company, has delivered an opinion to the effect that the
Common Shares will be validly issued, fully paid and non-
assessable. Mr. R. Bradbury Clark, a director of the Company, is
a retired partner in O'Melveny & Myers.
EXPERTS
The financial statements and schedules incorporated by
reference in this prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen & Co., independent
public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said
reports.
No person has been authorized to give any information
or to make any representations not contained in this Prospectus
and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company.
This Prospectus is not an offer to sell or a solicitation of an
offer to buy any securities other than those specifically offered
hereby, nor does it constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction.
TABLE OF CONTENTS
Page
Available Information 6
Incorporation of Certain Documents by Reference 7
The Company 7
Description of the Plan 7
Purpose 8
Advantages 8
Administration 8
Participation 9
Optional Cash Payments 11
Costs 12
Purchases 12
Reports to Participants 13
Dividends 14
Certificates for Shares 14
Withdrawal from the Plan 14
Termination of Individual Participation 15
Rights 16
Stock Splits and Stock Dividends 16
Shareholder Voting 16
Other Information 17
Federal Income Tax Information 17
Use of Proceeds 18
Description of Common Shares 18
Legal Matters 19
Experts 19
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company or its subsidiaries since the date hereof.
SCWC
Southern California Water Company
________________________
Dividend Reinvestment
and Common Share
Purchase Plan
________________________
100,000 Common Shares
($5 par value)
February 8, 1993
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
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, judgements,
fines, settlements and other amounts under certain circumstances.
Article VI of the Registrant's Bylaws provides for the
indemnification of directors, officers and agents as allowed by
statute. In addition, the Registrant has purchased directors and
officers insurance policies which provide insurance against
certain liabilities for directors and officers.
ITEM 16. EXHIBITS
See Exhibit Index.
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;
(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. 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 and
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 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.
provided, however, that paragraphs (1)(i) and (1)(ii)
above do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference
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.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13 (a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act 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 whether such
indemnification by it is against public policy as expressed in
the Securities Act 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 Post-Effective Amendment No. 2 to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Dimas,
State of California, on August 13, 1998.
AMERICAN STATES WATER COMPANY
By: /s/ McClellan Harris III
-------------------------
Name: McClellan Harris III
Title: Vice President-Finance, Chief
Financial Officer, Treasurer
and Secretary
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 2 to 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
behalf, individually and in each capacity stated below, and to
file any such amendment.
Signature Title Date
Floyd E. Wicks /s/ Floyd E. Wicks August 13, 1998
----------------------
Principal Executive
Officer; President, Chief
Executive Officer and
Director
McClellan Harris III /s/ McClellan Harris III August 13, 1998
----------------------
Principal Financial
Officer and Principal
Accounting Officer; Vice
President - Finance,
Chief Financial Officer,
Treasurer and Secretary
William V. Caveney /s/ William V. Caveney August 13, 1998
------------------------
Chairman of the Board and
Director
James L. Anderson /s/ James L. Anderson August 13, 1998
------------------------
Director
Jean E. Auer /s/ Jean E. Auer August 13, 1998
------------------------
Director
N.P. Dodge, Jr. /s/ N.P. Dodge, Jr. August 13, 1998
------------------------
Director
Robert F. Kathol /s/ Robert F. Kathol August 13, 1998
------------------------
Director
Lloyd E. Ross /s/ Lloyd E. Ross August 13, 1998
------------------------
Director
EXHIBIT INDEX
Exhibit
Number Description
2. Agreement and Plan of Merger (Incorporated by reference
to Registrant's Form 8-K. Commission File No. 333-
47647).
3.1 Restated Articles of Incorporation of Registrant.
(Incorporated by reference to Exhibit 3.1 to Registrant's
Post-Effective Amendment No. 1 to Form S-8 (No. 33-71226).)
3.2 Bylaws of Registrant. (Incorporated by reference to Exhibit
3.2 to Registrant's Post-Effective Amendment No. 1 to Form
S-8 (No. 33-71226).)
23.1 Consent of Arthur Andersen LLP.
23.2 Opinion of O'Melveny & Myers LLP.
24. Power of Attorney (Included on signature paged filed in
Part II).
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our reports dated February 12, 1998 included in Southern
California Water Company's Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included
in this Registration Statement No. 33-42218.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
August 12, 1998
August 12, 1998
American States Water Company
630 East Foothill Boulevard
San Dimas, California 91773
Re: Common Shares of American States Water
Company
Dear Ladies and Gentlemen:
At your request, we have examined Post-Effective Amendment
No. 2 to Registration Statement No. 33-42218 on Form S-3 (the
"Post-Effective Amendment") to be filed by American States Water
Company (the "Company") with the Securities and Exchange
Commission in connection with the registration of the Company's
Common Shares (the "Common Shares") under the American States
Water Company Dividend Reinvestment Plan and Common Share
Purchase Plan. We are familiar with the proceedings taken and
proposed to be taken by the Company in connection with the
authorization, registration issuance and sale of the Common
Shares.
The Common Stock has been duly authorized by all necessary
corporate action on the part of the Company and, upon the
issuance and sale thereof in the manner referred to in the Post-
Effective Amendment and the countersigning of the certificates
representing the Common Stock by a duly authorized signatory of
the registrar of the Common Stock, the Common Stock will be
validly issued, fully paid and nonassessable.
We consent to the inclusion of this opinion in the Post-
Effective Amendment.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
