UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
the Securities Exchange Act of 1934
|
Date
of Report: October 15,
2008
|
|
(Date
of earliest event reported)
|
THE
YORK WATER COMPANY
(Exact
name of registrant as specified in its charter)
|
PENNSYLVANIA
|
0-690
|
23-1242500
|
|
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
130
EAST MARKET STREET
YORK,
PENNSYLVANIA
|
17401
|
||
|
(Address
of principal executive offices)
|
(Zip
Code)
|
||
|
(717)
845-3601
|
|
(Registrant's
telephone number, including area
code)
|
|
Not
Applicable
|
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
|
|
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
THE
YORK WATER COMPANY
|
Item
1.01
|
Entry into a Material Definitive
Agreement.
|
On
October 15, 2008, The York Water Company (“we” or “us”) entered into a loan
agreement, which is described in Item 2.03 of this report and is incorporated by
reference into this Item 1.01.
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
On
October 15, 2008 the Pennsylvania Economic Development Financing Authority, or
PEDFA, issued $15,000,000 aggregate principal amount of PEDFA Exempt Facilities
Revenue Bonds, Series 2008B for our benefit pursuant to the terms of a Trust
Indenture, entered into on October 15, 2008 and dated as of October 1, 2008,
between PEDFA and Manufacturers and Traders Trust Company, as Trustee
(“indenture”). PEDFA then loaned the proceeds of the offering of the
bonds to us pursuant to a Loan Agreement, entered into on October 15, 2008 and
dated as of October 1, 2008, between us and PEDFA. The loan agreement provides
for a $15,000,000 loan with a maturity date of November 1,
2038. Amounts outstanding under the loan agreement are our direct
general obligations.
The
proceeds of the loan may only be used to finance (i) a portion of our 2008
capital budget, including, but not limited to the design, acquisition,
construction, improvement, extension, renovation, equipping and installation of
(a) various structures, including distribution buildings, booster stations,
pumping stations, and various plant and ancillary buildings, (b) spillway
upgrades, standpipes, transmission and distribution mains, service lines,
meters, fire hydrants, water treatment, pumping and purification equipment, and
(c) various other capital improvements, replacements and equipment for our water
system located in York County and Adams County, Pennsylvania, and (ii) the
payment of certain costs of issuance of the Bonds.
Under the
terms of the loan agreement, we agreed to repay the loan by periodically
depositing in the Trustee’s debt service fund all amounts sufficient to pay the
principal of, and premium, if any, and interest on the bonds as they become due
and payable, and to pay certain of the administrative expenses of PEDFA and the
Trustee in connection with the bond issuance. The bonds, and
therefore our loan under the loan agreement, will bear interest at a rate of
6.00% annually.
The
agreement further provides that, in the event we fail to make any of the
payments required under the loan agreement, the item or installment so in
default will continue as an obligation until the amount in default has been
fully paid, and we will pay the same with interest thereon, to the extent
permitted by law, from the date when such payment was due as provided in the
indenture. In addition, if, subsequent to a date on which we are
obligated to make payments, losses are incurred in respect of any investments,
or any other event has occurred causing the money in the Trustee’s debt service
fund, together with any other money then held by the Trustee and available for
the purpose, to be less than the amount sufficient at the time of such
occurrence or other event to pay all debt service due and payable or to become
due and payable on the bonds, the Trustee will notify us of such fact and
thereafter we will pay to the Trustee for deposit in its debt service fund the
amount of any such deficiency. Furthermore, the loan agreement
provides that, in the event payment of the principal of and the interest on the
bonds is accelerated upon the occurrence of an event of default under the
indenture, all amounts payable under the loan agreement for the remainder of the
term will become immediately due and payable.
Pursuant
to the indenture and the loan agreement, the bonds are subject to redemption by
PEDFA, upon our written request, on or after November 1, 2013, in whole or in
part at any time, in certain authorized denominations, at a redemption price of
100% of the principal amount redeemed plus accrued interest, if any, to the
redemption date. Such redemption by PEDFA will be to the full extent
of funds either made available for such purpose by us or already on deposit in
the Trustee’s debt service fund. The bonds are also subject to
redemption by PEDFA during the period from November 1, 2010 through November 1,
2011 and each twelve-month period thereafter, at the request of the
representative of a deceased bondholder, at a redemption price of 100% of the
principal amount redeemed plus accrued interest to the redemption
date. This redemption obligation is subject to certain limitations,
including that the principal amount required to be redeemed in any twelve-month
period will not exceed $25,000 per individual bondholder or $300,000 in the
aggregate. In addition, if interest paid to bondholders pursuant to
the indenture becomes taxable to them, the indenture may require PEDFA to redeem
the bonds. If redemption of the bonds is required pursuant to the
provisions of the indenture, the loan agreement provides that we are to promptly
make payments sufficient to pay the principal of, premium, if any, and interest
on the bonds due on such redemption date.
The loan
agreement contains certain covenants and provisions that affect us, including,
without limitation, covenants and provisions that:
|
·
|
restrict
our ability to create or incur indebtedness (subject to enumerated
exceptions);
|
|
·
|
restrict
our ability to create or incur certain liens on our property (subject to
enumerated exceptions); and
|
|
·
|
in
certain limited circumstances, restrict our ability to declare or pay any
dividends on any shares of our capital stock, purchase or redeem any
shares of our capital stock or make any other payment or distribution in
respect of our capital stock (subject to enumerated
exceptions).
|
A copy of
the Loan Agreement is filed as Exhibit 10.1 to this report. A copy of the Trust
Indenture relating to the Series 2008B Bonds is filed as Exhibit 10.2 to this
report.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
(d)
Exhibits
|
|
|
10.1
|
|
|
10.2
|
|
THE
YORK WATER COMPANY
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
THE
YORK WATER COMPANY
|
|||
|
Date:
October 15, 2008
|
By:
|
/s/Kathleen M. Miller | |
|
Kathleen
M. Miller
|
|||
|
Chief
Financial Officer
|
|||
EXHIBIT
INDEX
|
Exhibit Number
|
Document
|
|
10.1
|
|
|
10.2
|
|