As filed with the Securities and Exchange Commission
on April 17, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form S-3
REGISTRATION STATEMENT
Under The Securities Act Of 1933
THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1242500
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
130 East Market Street
York, Pennsylvania 17405
(717) 845-3601
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
WILLIAM T. MORRIS
President & Chief Executive Officer
The York Water Company
130 East Market Street
York, Pennsylvania 17405
(717) 845-3601
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
Howard L. Meyers, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
(215) 963-5000
Approximate date of commencement of proposed sale to the public:
Next appropriate dividend date after the Registration Statement
becomes effective and the Securities Certificate for the
Company's Optional Dividend Reinvestment Plan is registered by
the Pennsylvania Public Utility Commission.
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 (the "Securities Act"), 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.
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to be Proposed Maximum
of Securities to be Registered Offering Price Per
Registered Share
Common stock, no 960,000 Shares (1) $23.25 (2)
par value
Proposed Maximum
Aggregate Offering Amount of
Price Registration
$22,320,000 (2) $4383.84 (3)
(1) Pursuant to Rule 429 under the Securities Act, the
Prospectus which forms a part of this Registration Statement
shall also relate to 240,000 shares of common stock (on a
post-split basis) previously registered for issuance and sale
pursuant to the Company's earlier Registration Statement on Form
S-3 (File No. 2-80547) and 480,000 shares (which sum included the
prior 240,000 shares) of common stock previously registered for
issuance and sale pursuant to the Company's earlier Registration
Statement on Form S-3 (File No. 33-81246, as amended).
(2) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(c) under the Securities
Act, as amended, and based upon the average of the high and low
prices of the Company's common stock reported on the Nasdaq
National Market on April 9, 2001.
(3) Of this total, $404.70 was paid at the time of filing
Registration Statement No. 2-80547 for the 240,000 shares covered
thereby and $1,189.14 of this total was paid at the time of
filing Registration Statement No. 33-81246, as amended for the
480,000 shares covered thereby.
PROSPECTUS THE YORK WATER COMPANY
OPTIONAL DIVIDEND REINVESTMENT PLAN
960,000 Shares of common stock (No Par Value)
The Optional Dividend Reinvestment Plan, as amended, of The
York Water Company provides holders of its common stock with a
convenient and economical method of purchasing additional shares
of its common stock without payment of brokerage commissions or
other charges and provides the Company with a low cost method to
raise additional equity capital.
Any holder of record of the Company's common stock is
eligible to join the Plan, as is any beneficial owner by special
arrangement. Shareholders who do not wish to participate in the
Plan will continue to receive cash dividends in the usual manner.
It is suggested that participants in the Plan as well as
non-participants retain this Prospectus for future reference.
The Company administers the Plan at its own expense. No
brokerage fee or commission will be charged to the participant on
the shares purchased for the account of the participant pursuant
to the Plan. Since August 1, 1997, there has been no maximum
reinvestment limitation per dividend under the Plan.
Participants have three available options:
OPTION 1. FULL DIVIDEND REINVESTMENT;
OPTION 2. PARTIAL DIVIDEND REINVESTMENT with Partial Cash
Dividend; or
OPTION 3. PARTIAL CASH DIVIDEND with Partial Dividend
Reinvestment.
These options are discussed more fully in response to
Question 8 below.
This Prospectus relates to 960,000 shares of authorized
common stock registered for purchase under the Plan. The
purchase price for each share of common stock will be 95% of its
fair market value, which has been determined by the Board of
Directors of the Company to be the average of the mean between
the high and the low prices of the Company's common stock
reported on the Nasdaq National Market as quoted in The Wall
Street Journal for each of the last five trading days preceding
the applicable record date for each respective quarter-annual
or special dividend declared by the Company. If such high and
low prices are not available, the purchase price will be
determined by the Board of Directors of the Company on the basis
of 95% of the latest available market quotations or on such other
basis as it shall deem lawful and appropriate (See Question 14).
As of January 16, 2001, the Company's common stock trades on
the Nasdaq National Market under the symbol "YORW." On April 16,
2001, the last sale price of the Company's common stock, as
reported on the Nasdaq National Market, was $24.65.
The Plan as covered in this Prospectus will become effective
only upon filing of the Registration Statement of which this
Prospectus is a part. The Pennsylvania Public Utility Commission
(PPUC) approved the necessary Securities Certificate on March 8,
2001. The securities covered by this Prospectus may not be sold
prior to such filing of the Registration Statement or in any
state in which the offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws
of such state.
The Company will receive all the net proceeds from the sale of
common stock.
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.
The date of this Prospectus is April 17, 2001.
No person has been authorized to give any information or to
make any representation other than those contained in this
Prospectus in connection with the offer made hereby, and, if
given or made, such information or representations must not be
relied upon as having been authorized by the Company. Neither
the delivery of the 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 since the date
hereof. This Prospectus does not constitute an offer or
solicitation by anyone in any jurisdiction in which said offer or
solicitation is not qualified or in which the person making such
offer or solicitation is not qualified to do so or to anyone to
whom it is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . .3
Documents Incorporated by Reference. . . . . . . . . . . . .3
The Company . . . . . . . . . . . . . . . . . . . . . . . .4
Plan Description . . . . . . . . . . . . . . . . . . . . . .4
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . .4
Advantages. . . . . . . . . . . . . . . . . . . . . . . . .4
Administration. . . . . . . . . . . . . . . . . . . . . . .4
Participation . . . . . . . . . . . . . . . . . . . . . . .5
Dividend Reinvestment Options . . . . . . . . . . . . . . .5
Withdrawal or Termination . . . . . . . . . . . . . . . . .6
Purchases and Cost Thereof. . . . . . . . . . . . . . . . .7
Participants' Plan Account and Reports. . . . . . . . . . .8
Income Tax Consequences . . . . . . . . . . . . . . . . . .8
Company's Responsibility. . . . . . . . . . . . . . . . . .9
Other Miscellaneous Information . . . . . . . . . . . . . .9
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 10
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . 11
Experts . . . . . . . . . . . . . . . . . . . . . . . . . 11
Commission Position on Indemnification . . . . . . . . . . 11
for Securities Act Liabilities
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, proxy statements and other
information with the Securities and Exchange Commission. Such
reports, proxy statements and other information can be inspected
and copied at the public reference facilities maintained by the
SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the SEC's regional offices located at Seven World Trade
Center, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained in person from the Public Reference
Section of the SEC at its principal office located at 450 Fifth
Street, N.W., Washington, DC 20549, at prescribed rates. In
addition, the SEC maintains a site on the world wide web at
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the SEC. Information, as of particular
dates, concerning directors and officers of the Company, their
remuneration and any material interest of such persons in
transactions with the Company is disclosed in proxy statements
distributed to shareholders of York Water Company and filed with
the SEC.
This Prospectus constitutes a part of a registration
statement on Form S-3, together with all exhibits thereto filed
by the Company with the SEC under the Securities Act of 1933, as
amended, with respect to the securities offered hereby. This
Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Reference
is hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to the Company and
the securities offered hereby. Copies of the Registration
Statement and the exhibits thereto are on file at the offices of
the SEC and may be obtained upon payment of the prescribed fee or
may be examined without charge at the public reference facilities
of the SEC described above. Statements contained herein
concerning the provisions of documents are necessarily summaries
of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document
filed with the SEC.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, the description of the Company's common stock
set forth in the Company's Current Report on Form 8-K filed with
the SEC on June 12, 1997 and all reports and other documents
filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this
Prospectus shall be deemed to be incorporated by reference and to
be part hereof from the date of filing of such reports and
documents. Any statement contained herein or in a document, all
or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
The information relating to the Company contained in this
Prospectus summarizes, is based upon, or refers to, information
and financial statements contained in one or more of the
documents incorporated by reference herein; accordingly, such
information contained herein is qualified in its entirety by
reference to such documents and should be read in conjunction
therewith.
On the written or oral request of any shareholder of the
Company to whom a copy of this Prospectus has been delivered, the
Company will provide such shareholder, without charge, with a
copy of any or all of the documents described above which have
been incorporated by reference in this Prospectus, other than
exhibits to such documents. Written requests for copies of such
documents should be addressed to Melba A. Aldridge, Assistant
Secretary, The York Water Company, 130 East Market Street, York,
PA 17405.
THE COMPANY
The York Water Company is a Pennsylvania corporation which
was incorporated by Special Act of the General Assembly of
Pennsylvania in 1816 and is the oldest investor-owned utility in
Pennsylvania. The Company is engaged in the business of
impounding, purifying and distributing water within its
franchised territory, which is located within York County,
Pennsylvania. The Company presently operates under the
Pennsylvania Business Corporation Law of 1988, as amended, and
the Pennsylvania Public Utility Code and is subject to regulation
by the PPUC. The Company has no direct competitors within its
area of operations. Its executive office is located at 130 East
Market Street, York, Pennsylvania 17405 and its telephone number
is (717) 845-3601.
At the Company's 1999 Annual Meeting of Shareholders on May
3, 1999, the shareholders approved an amendment to the Company's
Amended and Restated Articles of Incorporation to increase the
authorized capital stock of the Company from 6,500,000 shares,
consisting of 6,000,000 shares of common stock, without par
value, and 500,000 shares of Series Preferred Stock, without par
value, to 31,500,000 shares, consisting of 31,000,000 shares of
common stock, without par value, and 500,000 shares of Series
Preferred Stock, without par value.
PLAN DESCRIPTION
The following question and answer statement details the
provisions of the Company's Plan. If you become a participant in
the Company's Plan, the Company recommends that you retain this
Prospectus for future reference.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record
of the Company's common stock with a convenient and economical
method of purchasing additional shares of common stock of the
Company without payment of brokerage commission or other charge.
Reinvestment of dividends under the Plan will provide
the Company with funds that will be used for general corporate
purposes.
Advantages
2. What are the advantages of the Plan?
Participants in the Plan may elect to have all or a
designated portion of cash dividends on their shares of common
stock automatically reinvested at a purchase price equal to 95%
of the fair market value per share of the common stock,
determined as set forth in the response to Question 14 hereof.
Also, a participant may elect to receive a part of each dividend
in cash, with the balance of each dividend being invested in the
Plan. Since August 1, 1997, there has been no maximum
reinvestment limitation per dividend.
No commission or service or other charge will be paid by
participants in connection with purchases under the Plan.
Full investment of funds will be possible under the Plan
because the Plan permits fractions of shares (to three decimal
places), as well as whole shares, to be credited to each
participant's account. Dividends on both whole shares and on
fractions of shares will be credited to each participant's
account for his or her benefit.
The Company will provide simplified recordkeeping for
such shares held in each participant's account.
The Plan also provides for the safekeeping of the shares
held in the shareholder's account at no cost to the participant.
Administration
3. Who administers the Plan for participants?
The Company administers and interprets the Plan for the
benefit of the participants, keeps records, acts as custodian,
sends Statements of Account to participants and performs any
other duties relating to the Plan, all without charge to the
participants. However, charges will be incurred by a participant
upon the sale of his or her shares through a broker or agent (see
Question 16), and certain fees may be charged to participants by
brokers when shares are held by brokers. All inquiries should be
directed to:
Melba A. Aldridge, Assistant Secretary
The York Water Company
130 East Market Street
York, Pennsylvania 17405
(717) 845-3601
Participation
4. Who is eligible to participate in the Plan?
Shareholders of record of the common stock are eligible
to participate in the Plan, although no shareholder has any
obligation to invest in the Plan.
Beneficial owners of the common stock whose shares are
registered in names other than their own must become holders of
record by having their shares transferred into their names to
participate in the Plan or else must make their own arrangements
with the record owner thereof, such as their broker, banker,
custodian or other nominee or agent, to have their
beneficially-owned stock participate in the Plan in accordance
with the Company's requirements. Any beneficial owner of common
stock who is also a shareholder of record will be treated as a
single participant for purposes of the Plan and will be limited
to a single participant's benefits thereunder.
5. How can an employee of the Company participate in the
Plan?
A Company employee can participate in the Plan only by
being or by becoming a shareholder. The Company's Assistant
Secretary will provide any assistance desired by any employee
concerning participation in the Plan.
6. How does an eligible shareholder participate?
A holder of record of common stock may join the Plan by
checking the appropriate box on the Authorization Card and
signing and returning it to the Company. An Authorization Card
and a postage-metered, pre-addressed envelope are provided with
the Prospectus. Further, an Authorization Card and envelope for
this purpose may be obtained at any time by written request to
Melba A. Aldridge, Assistant Secretary at the address listed in
the response to Question 3.
A beneficial owner of common stock whose shares are
registered in the name of a broker, banker, custodian or other
nominee or agent may make the necessary arrangements with such
other party as referred to in the response to Question 4.
7. When may a shareholder join the Plan?
A holder of record of the Company's common stock may
join the Plan at any time and will become a participant when the
Company receives the signed Authorization Card. participants in
dividend reinvestment will start with the next dividend payable
after receipt of an appropriately completed Authorization Card,
provided that the card is received before the record date for a
quarter-annual or special dividend. The record date for
quarter-annual or special dividends is typically the last day of
the month preceding the month in which a dividend is to be paid,
except in the case of the April 15 quarter-annual dividend, when
the record date is March 15. Should the Authorization Card not
arrive until after this date, participation will begin with the
next dividend payment. Payment of dividends on the Company's
common stock are normally payable on the fifteenth day of
January, April, July and October. Special dividends, if any,
would normally be paid fifteen days after the record date.
Dividend Reinvestment Options
8. What does the Authorization Card provide?
The Authorization Card serves to initiate participation
in the Plan by a shareholder or joint shareholders; however, no
shareholder is required to elect one of the options and no action
is required if a shareholder desires to continue to receive all
Company dividends in cash. Specifically, the Authorization Card
provides for the purchase of shares through three investment
options:
OPTION 1. FULL DIVIDEND REINVESTMENT.
A participant checking the "Full Dividend
Reinvestment" box directs the Company to invest in additional
shares cash dividends on all of the participant's shares
registered in the participant's name or joint names, as well as
on all of the shares credited to the participant's account under
the Plan.
OPTION 2. PARTIAL DIVIDEND REINVESTMENT with Partial
Cash Dividend.
A participant checking the "Partial Dividend
Reinvestment" box and indicating the number of participant's
full shares (but not fractional shares) which participant desires
to have participate in the Plan directs the Company (1) to
invest in additional shares the cash dividends on such number of
the participant's shares registered in the participant's name or
joint names or credited to participant's account under the Plan
and (2) to pay cash dividends to participant on the balance of
participant's total shares of record or held in the Plan Account;
subject, of course, to the participant's ownership of the number
of shares so designated. In the event any participant
erroneously authorizes a dividend reinvestment for a larger
number of shares than participant then owns of record and/or has
held in participant's account under the Plan, such authorization
will be limited to the correct number of shares then held by such
participant of record and/or in his or her Plan Account.
OPTION 3. PARTIAL CASH DIVIDEND with Partial Dividend
Reinvestment.
A participant checking the "Partial Cash
Dividend" box and indicating the maximum dollar amount of each of
the participant's quarter-annual or special dividends which
the participant desires to continue to receive in cash, directs
the Company to invest in additional shares the balance of the
participant's dividends on all of participant's shares registered
in the participant's name(s) as well as on all the shares
credited to the participant's Plan Account, subject, of course,
to a sufficient dividend rate and to participant's ownership of a
sufficient number of shares to produce the requested "Partial
Cash Dividend" so designated. In the event any shareholder
erroneously authorizes a "Partial Cash Dividend" for a larger
dividend amount than such shareholder would then be entitled to
receive on shares owned of record and/or held in a Plan Account,
such authorization will be totally ineffective for the reason
that the shareholder would not be entitled to receive a dividend
in sufficient amount to exceed the erroneously authorized
"Partial Cash Dividend." In such event the Company will continue
to provide the shareholder his or her entire dividends in cash
until subsequent receipt by the Company of a properly completed,
signed and effective Authorization Card.
If a properly signed Authorization Card is returned to
the Company without one of the boxes checked, the shareholder
will be enrolled under the "Full Dividend Reinvestment" (Option
1). If an Authorization Card is returned to the Company
improperly signed or with inadequate, incorrect, confusing or
contradictory information thereon, the card will be returned to
the shareholder with a new blank Authorization Card for
correction and completion, except as specified under the above
paragraphs relating to Options 2 and 3.
Any properly completed and signed Authorization Card
held by the Company will remain in full force and effect until
receipt by the Company of a participant's properly completed and
signed new Authorization Card or other instruction which may
modify or terminate such Authorization Card.
9. How may a participant change options or instructions
under the Plan?
A participant may change the participant's investment
option or instructions relating thereto at any time by properly
completing, signing and returning to the Company a written change
in instructions or a new Authorization Card which may be obtained
from the Company for this purpose, as stated in the response to
Question 6.
Withdrawal or Termination
10. How may a participant withdraw shares from the Plan?
At any time a participant may withdraw any number of
whole shares (but not fractional shares) held by the Company in
such participant's Plan Account by signing and delivering to the
Company a properly completed written Withdrawal Instruction.
Future dividends will continue to be invested in accordance with
the participant's Authorization Card as applicable. The top
portion of the reverse side of any Plan Statement of Account
may be used as a Withdrawal Instruction.
In the event of a withdrawal of common stock held in a
Plan Account, a stock certificate will be issued in the
participant's name(s) (as shown on the stock records of the
Company) for the number of whole shares held in the participant's
Plan Account which the participant has authorized to be
withdrawn. Such withdrawal alone will not terminate the Plan
Account so long as the participant still owns at least one (1)
whole share either of record or in the Plan Account. However, in
the event that any participant has directed withdrawal of all
whole shares, and at that time or at any time thereafter is no
longer the owner of at least one (1) whole share of record or one
(1) whole share in the participant's Plan Account, a check will
be issued to participant for any remaining fractional share in
the Plan Account for the value thereof at the fair market value
determined as of the immediately previous record date for
dividend reinvestment purposes, as set forth in the response to
Question 14, and the Plan Account will be terminated.
Nevertheless, such participant may at any time thereafter rejoin
the Plan by becoming the record owner of the Company's common
stock and properly completing, signing and returning to the
Company a new Authorization Card.
11. How may a participant terminate participation in the
Plan?
At any time a participant may terminate participation in
the Plan by signing and delivering to the Company a properly
completed Termination Instruction. The top portion of the
reverse side of any Plan Statement of Account may be used as a
Termination Instruction.
In the case of termination of the participant's Plan
Account, a stock certificate will be issued for all whole shares
held in the Plan with a check being issued to the participant for
the cash value of any fractional share at the fair market value
determined as of the immediately previous record date for
dividend reinvestment purposes, as set forth in the response to
Question 14, and future dividends will be paid in cash rather
than being reinvested. However, at any time after such
termination of a participant's Plan Account, a participant may
again sign and return to the Company a new Authorization Card to
rejoin the Plan.
12. What type of signature is required?
Authorization Cards and Withdrawal and Termination
Instructions must be signed by the participant or joint
participants with the same name or names as appear on the stock
certificate and stock records of the Company.
13. When will a participant's instructions become
effective?
A participant's Authorization Card will become
effective upon receipt by the Company as to all dividends
declared on or after the next record date. However, a Withdrawal
Instruction or Termination Instruction will become effective
immediately upon receipt by the Company, subject, of course, to
any possible delay due to the stock books being closed.
Purchases and Cost Thereof
14. What will be the price of shares purchased under the
Plan?
The price of shares of common stock purchased from the
Company through the reinvestment of dividends will be 95% of its
fair market value, which has been determined by the Board of
Directors of the Company to be the average of the mean between
the high and the low prices of the common stock reported on the
Nasdaq National Market as quoted in The Wall Street Journal for
each of the last five trading days preceding the applicable
record date for each respective quarter-annual or special
dividend declared by the Company. If such high and low prices
are not available, the purchase price will be determined by the
Company on the basis of 95% of the latest available market
quotations or on such other basis as the Company shall deem
lawful and appropriate.
15. How many shares of common stock will be purchased by a
participant?
The number of shares to be purchased from the Company
and credited to a participant's account on any dividend payment
date will depend upon the price per share of the Company's common
stock at 95% of its fair market value, determined as set forth in
the response to Question 14, and upon the participant's dividend
amount to be invested. Each participant's Plan Account will be
credited with that number of shares, including fractions computed
to three decimal places, equal to the total amount to be invested
divided by the applicable purchase price per share.
A participant may not specify the number of shares to
be purchased or the price at which shares are to be purchased, or
otherwise seek to restrict or control the purchase of shares from
the Company.
16. Will a Plan participant be charged for any expenses?
A Plan participant will not be charged any expenses in
connection with participating, entering, withdrawing or canceling
such participant's dividend reinvestment under the Plan. There
will be no brokerage commissions or service or other charges
involved, and all administration costs for the Plan will be paid
by the Company. However, if a participant sells any of his or
her shares through a broker upon withdrawing such shares from the
Plan, or at any other time, the participant would be responsible
for payment of any applicable brokerage commission, transfer
taxes or other charges in connection with such sale and would be
subject to applicable Federal and state income taxes (see the
responses to Questions 22-25).
17. What is the source of shares purchased under the Plan?
Shares purchased under the Plan will come from the
Company's authorized but previously unissued common stock.
18. When will dividends be reinvested for participants in
common stock of the Company?
Dividends will be reinvested for participants in common
stock of the Company and shares thus purchased will be entered in
the respective Plan Accounts of participants on the Company's
regular quarter-annual dividend payment dates, which at the
present time are the 15th day of January, April, July and October
and on the dividend payment dates of any special cash dividends
as, if and when paid. Accordingly, participants will not be
entitled to any interest payments thereon but will thereafter
receive dividends on the shares so purchased and held by the
Company in the Plan Accounts of the respective participants.
Participants' Plan Account and Reports
19. Will dividends be paid on shares held in a
participant's Plan Account?
Dividends will be paid on whole shares and any
fractional shares held in each participant's Plan Account, as
well as on each participant's other shares held of record.
However, whether such dividends on a participant's Plan Account
are reinvested in additional shares of the Company depends upon
the limitations set forth elsewhere in this Prospectus and upon
the option chosen by each respective participant (please see the
response to Question 8).
20. Will stock certificates be issued on the reinvestment
shares of participants?
Stock certificates will not be issued for the shares in
a participant's Plan Account except when a specific Withdrawal
Instruction for whole share certificates or a Termination
Instruction is properly completed, signed and returned to the
Company (please see Questions 10, 11, 12 and 13 for further
details).
Shares credited to a participant's Plan Account are not
available to be pledged as collateral until after a Withdrawal
Instruction or Termination Instruction is properly filed and a
stock certificate is issued by the Company, as set forth in the
response to Questions 10 and 11.
21. What reports will be given to participants?
A Statement of Account will be sent to participants at
or shortly after each quarter-annual or special dividend
reinvestment and to any participant affected by any other
transaction involving his or her Plan Account.
Income Tax Consequences
22. What are the Federal income tax consequences of Plan
participation?
The following discussion of Federal income tax
consequences is provided for information purposes only and does
not constitute a definitive or comprehensive tax analysis.
participants are advised to consult their own tax advisors
concerning any Federal income tax questions.
A participant will be treated for federal income tax
purposes as having received, on each dividend payment date, the
full amount of dividends reinvested in shares as a cash dividend
equal in amount to the fair market value of the purchased shares
on the dividend payment date, even though that amount is not
actually received in cash. Therefore, participants will
recognize taxable income in an amount equal to the fair market
value of the purchased shares. FOR EXAMPLE, in the event of a
dividend pursuant to which a participant received $100.00 in
value of common stock (i.e., a cash equivalent dividend of
$95.00), the participant will be taxable on the full $100.00 in
value received pursuant to the dividend. The tax basis of the
shares credited to the Plan Account of a participant will be
equal to the fair market value of such shares on the dividend
payment date ($100 in the example).
A participant will not realize any taxable income upon
the receipt of stock certificates for whole shares that were
credited to the participant's account, either upon the withdrawal
by the participant of shares from the Plan or the termination of
the Plan by the Company. In the case of a fractional share, gain
or loss, if any, will be recognized when the participant receives
payment from the Company for the fair market value of the
fractional share. The amount of such gain or loss will be
measured by the difference, if any, between the amount that the
participant receives and the participant's tax basis in the
fractional share.
23. What provisions are made for participants whose
dividends are subject to income tax withholding?
In the case of those participants whose dividends are
subject to United States income tax backup withholding, the
Company will apply the net amount of their dividends, after the
deduction for taxes, to the purchase of shares of common stock.
As a general matter, backup withholding is required, at a rate of
31 percent, if (1) the participant fails to furnish its taxpayer
identification number (TIN) to the Company as required; (2) the
Internal Revenue Service (IRS) notifies the Company that the TIN
furnished by the participant is incorrect; (3) the IRS notifies
the Company that the participant has failed properly to report
certain payments as required; or (4) the participant fails to
certify under penalties of perjury that it (i) has provided its
correct TIN and (ii) is not subject to backup withholding.
24. What is the tax treatment of cash received by a
participant upon the participant's sale of shares received by the
participant pursuant to the Plan?
Assuming that the shares are held as capital assets, a
participant who sells shares to a third party will recognize
either short-term or long-term capital gain or loss, depending on
his or her particular circumstances, the tax basis of his shares,
and the period of time he has held his shares.
25. What are the state or local income tax consequences of
Plan participation?
Participants are advised to consult their own tax
advisors as to any state or local income tax consequences of Plan
participation.
Company's Responsibility
26. What is the Company's responsibility under the Plan?
The Company will be responsible to administer the Plan,
keep records, act as custodian, send Statements of Account to
participants periodically and perform any other duties relating
to the Plan in conformity with this Prospectus and the option
chosen by each participant under the response to Question 8, all
at no cost to the participant.
EACH participant AGREES, as part of the Plan and in
consideration of the opportunity of joining the Plan, that the
Company and its directors, officers and employees in establishing
and administering the Plan will have NO LIABILITY for any good
faith action or good faith omission to act, including, but not by
way of limitation, any claim of liability for failure to
terminate a participant's Plan Account upon a participant's death
prior to receipt of a proper Termination Instruction in writing
from the decedent's personal representatives, AND NO LIABILITY
for participant's failure to make a profit on shares in
participant's Plan Account or Company's failure to protect
participant against a loss on shares purchased or sold in
participant's Plan Account.
Other Miscellaneous Information
27. How will a Plan Account be affected by the sale of all
the participant's shares?
When a participant no longer owns at least one whole
share of the Company's common stock either of record or in a Plan
Account, the participant's Plan Account will be terminated and a
check for the fair market value of any fractional share will be
issued, as referred to in the response to Question 10. However,
so long as there is at least one whole share held by a
participant of record or in a Plan Account, dividends on any
whole and any fractional shares owned of record or in the Plan
Account will continue to be reinvested until the Company is
otherwise directed by participant.
28. How will a Plan Account be affected by a stock
dividend, stock split or rights offering?
In the event of any stock dividend or split of shares,
participant's Plan Account will be adjusted to reflect the stock
dividend or stock split for all shares held in the Plan Account.
In the event of a rights offering, the participant will receive
rights both on shares held by the participant of record and on
those shares held in the Plan Account.
29. How will a participant vote shares in a Plan Account at
meetings of shareholders?
Each participant will receive a single proxy covering
the total number of shares held by a participant of record and
those held in the Plan Account, which shares may then be voted by
proxy or at the meeting in person.
30. May the Company change or discontinue the Plan?
The Company reserves the right to suspend or terminate
the Plan at any time. All participants will receive notice of
any such action. However, the Company's present intention is not
to suspend or terminate the Plan (1) until an insufficient number
of unissued shares remains out of the 960,000 shares covered by
this Prospectus for the purpose of satisfying Plan requirements
for any future regular or special dividend (unless additional
shares for use under the Plan have been properly registered by
the Company with the SEC and the PPUC has approved the necessary
Securities Certificate), or (2) until such future time as the
Company may then decide it to be advisable to discontinue such
Plan. Upon any termination of the Plan by the Company, a stock
certificate will be issued to each participant for all whole
shares held in the Plan, plus a check for the value of any
fractional share at the fair market value, determined as of the
immediately previous record date for dividend reinvestment
purposes as set forth in the response to Question 14. In the
event of any such Company termination of the Plan, the Company
reserves the right at any time thereafter to reinstate the Plan
or institute a different dividend reinvestment plan upon
complying with all necessary governmental registrations, filings
and approvals.
The Company also reserves the right from time to time
to adopt, change or discontinue administrative rules and
regulations governing the administration of the Plan as the
Company may deem both lawful and appropriate or desirable for
such purpose.
31. Does the Plan require any governmental approvals?
The Plan initially became effective when the PPUC
registered a Securities Certificate on December 17, 1982. An
increase in the authorized shares to 120,000 from 60,000 (on a
pre-split basis) became effective when the PPUC registered a
Securities Certificate on February 3, 1994. The Plan was amended
to reflect the elimination of the par value of the common stock
approved by the shareholders and the four-for-one stock split
declared by the Board of Directors on May 5, 1997, and the PPUC
registered a Securities Certificate applicable to the amended
Plan on May 22, 1997. In association with the 1997 amendment to
the Plan and four-for-one stock split, the number of authorized
shares under the Plan was increased to 480,000 from 120,000. The
Plan has been further amended to increase the number of
authorized shares to 960,000 from 480,000, and the PPUC
registered a Securities Certificate applicable to the amended
Plan on March 8, 2001.
32. Are the subject matter captions and questions herein
contained part of the Plan?
The captions and questions contained in this Prospectus
are for reference purposes only, are not all inclusive and,
accordingly, are not properly part of the Plan.
USE OF PROCEEDS
The proceeds from the sale of common stock of the
Company pursuant to the Plan will be used for general corporate
purposes.
LEGAL OPINION
The validity of the Shares offered hereby will be passed
upon for the Company by Morgan, Lewis & Bockius LLP, 1701 Market
Street, Philadelphia, Pennsylvania 19103-2921.
EXPERTS
The financial statements and schedule of the Company as of
December 31, 2000 and the year ended December 31, 2000 have been
incorporated by reference herein and in the registration
statement in reliance upon the report of Stambaugh Ness, PC,
independent certified accountants, incorporated by reference
herein, and upon the authority of said firm as experts in
accounting and auditing.
The financial statements and schedule of the Company as of
December 31, 1999, and for each of the years in the two-year
period ended December 31, 1999, have been incorporated by
reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
KPMG LLP was previously the principal accountants for the
Company. However, on March 29, 2000 pursuant to a decision of
the Company's Board of Directors, such firm's appointment as
principal accountants was terminated, and Stambaugh Ness, PC was
engaged as principal accountants to the Company.
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The BCL gives Pennsylvania corporations the power to
indemnify present and former officers and directors under certain
circumstances. Article VIII of Company's By-Laws contains
provisions which provide for indemnification of certain persons
(including officers and directors).
Directors' and officers' liability insurance has been
purchased for all of the Company's directors and officers. This
insurance also insures the Company against amounts paid by the
Company to indemnify covered directors and officers.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted for directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
No person has been authorized to give
any information or to make any
representation other than as contained THE
in this Prospectus. This Prospectus YORK WATER
does not constitute an offer of any COMPANY
securities other than those described
on the cover page or an offer to sell
or a solicitation of an offer to buy
within any jurisdiction to any person
to whom it is unlawful to make such
offer or solicitation within such
jurisdiction.
OPTIONAL
DIVIDEND REINVESTMENT
TABLE OF CONTENTS PLAN
Page
__________________
Available Information. . . . . . . .3
Documents Incorporated by
Reference . . . . . . . . . . . . .3
The Company. . . . . . . . . . . . .4 960,000 Shares
Plan Description . . . . . . . . . .4 Common Stock
Purpose . . . . . . . . . . . . . .4 (no par value)
Advantages. . . . . . . . . . . . .4
Administration. . . . . . . . . . .4
Participation . . . . . . . . . . .5
Dividend Reinvestment Options . . .5 __________________
Withdrawal or Termination . . . . .6
Purchases and Cost Thereof. . . . .7
Participants' Plan Account and
Reports . . . . . . . . . . . . . .8
Income Tax Consequences . . . . . .8
Company's Responsibility. . . . . .9 PROSPECTUS
Other Miscellaneous Information . .9
Use of Proceeds . . . . . . . . . 10
Legal Opinion . . . . . . . . . . 11 Dated April 17, 2001
Experts . . . . . . . . . . . . . 11
Commission Position of
Indemnification for Securities
Acts Liabilities . . . . . . . . 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated fees and expenses in connection with the issuance
and distribution of the Shares being registered on this Form S-3
will be paid by the Registrant and are as follows:
Registration fee . . . . . . . . . $ 5,046.00
Printing and engraving . . . . . . 4,000.00
Accounting fees and expenses . . . 8,000.00
Legal fees and expenses. . . . . . 12,000.00
Miscellaneous. . . . . . . . . . . 1,000.00
Total Expenses . . . . . . $30,046.00
Item 15. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business
Corporation Law of 1988, as amended (BCL), provide that a
business corporation may indemnify directors and officers against
liabilities they may incur in such capacity if the particular
person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In
general, the power to indemnify under these sections does not
exist in the case of actions against a director or officer by or
in the right of the corporation if the person otherwise entitled
to indemnification shall have been adjudged to be liable to the
corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of
the case, the person is fairly and reasonably entitled to
indemnification for specified expenses. The corporation is
required under Section 1743 of the BCL to indemnify directors and
officers against expenses they may incur in defending such
actions against them in such capacities if they are successful on
the merits or otherwise in defense of such actions.
Section 1713 of the BCL permits the shareholders to adopt a
bylaw provision relieving a director (but not an officer) of
personal liability for monetary damages except where (i) the
director has breached the applicable standard of care, and (ii)
such conduct constitutes self-dealing, willful misconduct or
recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any
federal, state or local law or responsibility under a criminal
statute. Article VII of the Company's By-Laws limits the
liability of any director of the Company to the fullest extent
permitted by Section 1713 of the BCL.
Section 1746 of the BCL grants a corporation broad authority
to indemnify its directors, officers and other agents for
liabilities and expenses incurred in such capacity, except in
circumstances where the act or failure to act giving rise to the
claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness. Pursuant to
Section 1746 of the BCL, Article VIII of the Company's By-Laws
provides for indemnification of directors, officers and other
agents of the Company to the extent otherwise permitted by
Section 1741 of the BCL and also in circumstances not otherwise
permitted by Sections 1741 and 1742 of the BCL.
Article VIII of the Company's By-Laws provides a right to
indemnification for expenses and certain liabilities paid or
incurred by any indemnified representative of the Company,
including directors and officers of the Company, in connection
with any actual or threatened claim, action, suit or proceeding
in which he or she may be involved by reason of being or having
been, among others, a director, officer, employee or agent of the
Company, or at the request of the Company, of another
corporation, partnership, joint venture, trust or other entity.
In accordance with Section 1744 of the BCL, Article VIII requires
the Company to determine the availability of indemnification by
certain specified procedures, including by vote of directors not
a party to the proceeding in respect for which indemnification is
sought or, in certain circumstances, determination of independent
counsel.
Article VIII of the Company's By-Laws authorizes the Company
to further effect or secure its indemnification obligations by
purchasing and maintaining insurance. The Company has purchased
officers' and directors' liability insurance which covers certain
liabilities incurred by its officers and directors in connection
with the performance of their duties, subject to the limitations
of such policy. This insurance also insures the Company against
any amounts paid by the Company to indemnify covered directors
and officers.
Item 16. List of Exhibits.
Exhibit Description of Incorporated by
No. Exhibits Reference to
4.1 Amended and Restated Articles Filed previously with the
of Incorporation of the Securities and Exchange
Registrant . . . . . . . . . Commission as Exhibit 4.1
to Amendment No. 1 to
Form S-3 dated June 12,
1997 (File No. 33-81246).
4.2 By-Laws, as amended, of the Filed previously with the
Registrant . . . Securities and Exchange
Commission as Exhibit 4.2
to the Company's Form S-3
dated July 1, 1996 (File
No. 333-7307).
4.3 Optional Dividend Filed previously with the
Reinvestment Plan. . . . . Securities and Exchange
Commission as the
Company's Form S-3 dated
July 7, 1994 (File No. 2-
80547), as amended by
Amendment No. 1 to Form
S-3 dated and filed June
12, 1997 (File No.
33-81246).
4.4 Employees' Stock Purchase Filed previously with the
Plan Dated November 28, 1988 Securities and Exchange
Commission as an exhibit
to the Company's
Registration Statement
Form S-8 (File No.
33-26180) dated December
19, 1988, as amended on
June 12, 1997.
4.5 Shareholder Rights Plan, Filed previously with the
dated January 25, 1999 Securities and Exchange
Commission as Exhibit 1
to the Company's Form 8-A
filed on January 26,
1999, as amended on March
1, 1999.
4.6 Note Agreement Relative to Filed previously with the
the $6,000,000 10.17% Senior Securities and Exchange
Notes, Series A and Commission as Exhibit 4.5
$5,000,000 9.60% Senior to the Company's 1989
Notes, Series B dated January Form 10-K.
2, 1989. . . .
4.7 Note Agreement Relative to Filed previously with the
the $6,500,000 10.05% Senior Securities and Exchange
Notes, Series C dated August Commission as Exhibit 4.6
15, 1990 . . . to the Company's 1990
Form 10-K.
4.8 Note Agreement Relative to Filed previously with the
the $7,500,000 8.43% Senior Securities and Exchange
Notes, Series D dated Commission as Exhibit 4.7
December 15, 1992 . . . . to the Company's 1992
Form 10-K.
4.9 Fourth Supplemental Filed previously with the
Acquisition, Financing and Securities and Exchange
Sale Agreement Relative to Commission as Exhibit 4.8
the $2,700,000 4.75% Water to the Company's
Facilities Revenue Refunding Quarterly Report Form
Bonds dated February 1, 1994 10-Q for the quarter
ended June 30, 1994.
4.10 Fifth Supplemental Filed previously with the
Acquisition, Financing and Securities and Exchange
Sale Agreement Relative to Commission as Exhibit 4.9
the $4,300,000 5% Water to the Company's
Facilities Revenue Refunding Quarterly Report Form
Bonds dated October 1, 1995 10-Q for the quarter
ended September 30, 1995.
4.11 Loan Agreement between The Filed previously with the
York Water Company and the Securities and Exchange
Pennsylvania Infrastructure Commission as Exhibit 4.2
Investment Authority for to the Company's
$800,000 at 1.00% dated 2000 Form 10-K.
August 24, 1999
5.1 Opinion of Morgan, Lewis &
Bockius LLP
23.1 Consent of Morgan, Lewis &
Bockius (contained in their
opinion to be filed as Exhibit
5.1 to the Registration Statement)
23.2Consent of Stambaugh Ness, PC
23.3Consent of KPMG LLP
24.1 Powers of Attorney are included
on the signature page of this
registration statement
Filed herewith.
Item 17. Undertakings.
(a) 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; and
(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;
Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or
furnished to the SEC by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 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
that remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered herein and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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 of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of York, Pennsylvania, on April 12, 2001.
THE YORK WATER COMPANY
By: /s/ William T. Morris
William T. Morris
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated. Each person
in so signing also makes, constitutes and appoints Horace Keesey
III and William T. Morris and each of them acting alone, his
or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to execute and cause to
be filed with the Securities and Exchange Commission, any and all
amendments or post-effective amendments to this Registration
Statement, with exhibits thereto and other documents in
connection therewith, as the Registrant deems appropriate and
hereby ratifies and confirms all that said attorney-in-fact, or
his substitute or substitutes, may do or cause to be done by
virtue hereof.
Signature Title Date
/s/ William T. Morris, P.E. President, April 12, 2001
William T. Morris, P.E. Chief Executive
Officer and
Director
(Principal Executive Officer)
/s/ Jeffrey S. Osman Vice President - April 12, 2001
Jeffrey S. Osman Finance, Secretary
and Treasurer
(Principal Accounting Officer)
/s/ Horace Keesey III Chairman of the April 12, 2001
Horace Keesey III Board and Director
/s/ Irvin S. Naylor Director April 12, 2001
Irvin S. Naylor
/s/ Chloe Eichelberger Director April 12, 2001
Chloe Eichelberger
/s/ John L. Finlayson Director April 12, 2001
John L. Finlayson
/s/ Michael W. Gang Director April 12, 2001
Michael W. Gang
/s/ George Hay Kain, III Director April 12, 2001
George Hay Kain, III
/s/ Thomas C. Norris Director April 12, 2001
Thomas C. Norris
/s/ George W. Hodges Director April 12, 2001
George W. Hodges
EXHIBIT INDEX
Exhibit No. Description of Exhibits
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.2 Consent of Stambaugh Ness, PC
23.3 Consent of KPMG LLP
Exhibit 5.1
April 17, 2001
The York Water Company
130 East Market Street
York, Pennsylvania 17405
Re: The York Water Company - Form S-3 Registration
Statement Relating to The York Water Company
Optional Dividend Reinvestment Plan
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the
above-referenced registration statement (the "Registration
Statement") for filing with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations promulgated
thereunder.
The Registration Statement relates to 960,000 shares of common
stock, without par value (the "Common Stock"), of The York Water
Company (the "Registrant") which may be issued pursuant to The
York Water Company Optional Dividend Reinvestment Plan (the
"Plan"). We have examined the Registrant's Amended and Restated
Articles of Incorporation, as amended, By-Laws, as amended,
minutes and such other documents, and have made such inquiries
of the Registrant's officers, as we have deemed appropriate. In
our examination, we have assumed the genuineness of all
signatures, the authenticity of all items submitted to us as
originals and the conformity with originals of all items
submitted to us as copies.
Based upon the foregoing, it is our opinion that the Registrant's
Common Stock originally issued by the Registrant to eligible
participants through the Plan, when issued and delivered as
contemplated by the Plan, will be legally issued, fully paid and
non-assessable.
Our opinion set forth above is limited to the Pennsylvania
Business Corporation Law of 1988, as amended.
We hereby consent to the use of this opinion as Exhibit 5.1 to
the Registration Statement. In giving such consent, we do not
thereby admit that we are acting within the category of persons
whose consent is required under Section 7 of the Act or the rules
or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February
28, 2001, which appears in the annual report on Form 10-K of The
York Water Company for the year ended December 31, 2000, and to
the reference to our Firm under the caption "Experts."
/s/STAMBAUGH NESS, PC
York, Pennsylvania
April 12, 2001
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
To the Shareholders and Board of Directors of
The York Water Company
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/KPMG LLP
Baltimore, Maryland
April 12, 2001