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
January
24, 2009
Date of
Report (Date of earliest event reported)
The York
Water Company
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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000-00690
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23-1242500
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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130
Market Street
York, Pennsylvania 17405
(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))
Item
1.01 Entry
into a Material Definitive Agreement.
The
information set forth under “Item 3.03 Material Modification to Rights of
Securities Holders” is incorporated herein by reference.
Item
3.03 Material
Modifications to Rights of Security Holders.
On
December 15, 2008, the Board of Directors of The York Water Company (the
“Company”) declared a dividend distribution of one Right for each outstanding
share of Common Stock, without par value (each, a “Common Share”), of the
Company to stockholders of record at the close of business on January 24,
2009. Each Right entitles the registered holder to purchase from the
Company a unit consisting of one one-hundredth of a share (a “Unit”) of the
Series B Junior Participating Preferred Shares, without par value, of the
Company (the “Preferred Shares”), or a combination of securities and assets of
equivalent value, at a Purchase Price of $60.00 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the “Rights Agreement”) between the Company and American
Stock Transfer & Trust Company, as Rights Agent.
Initially,
ownership of the Rights will be evidenced by the Common Share certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Shares and a
Distribution Date will occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
“Acquiring Person”) has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding Common Shares (the “Stock
Acquisition Date”), or (ii) the close of business on such date as may be fixed
by the Board of Directors, which date shall not be more than 65 days following
the commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 20% or more of the outstanding Common
Shares. Until the Distribution Date, (i) the Rights will be evidenced
by the Common Share certificates and will be transferred with and only with such
Common Share certificates, (ii) new Common Share certificates issued after
January 24, 2009 will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Shares outstanding will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate.
The
Rights are not exercisable until the Distribution Date and will expire at the
close of business on January 24, 2019, unless the Rights Agreement is extended
by the Board by amendment to the Rights Agreement, unless earlier redeemed by
the Company as described below or unless a transaction under Section 13(d) of
the Rights Agreement has occurred.
As soon
as practicable after the Distribution Date, Rights Certificates will be mailed
to holders of record of the Common Shares as of the close of business on the
Distribution Date and, thereafter, the separate Rights Certificates alone will
represent the Rights. Except as otherwise determined by the Board of
Directors, and except in connection with the exercise of employee stock options
or stock appreciation rights or under any other benefit plan for employees or
directors or in connection with the exercise of warrants or the conversion of
convertible securities, only Common Shares issued after January 24, 2009 and
prior to the Distribution Date will be issued with Rights.
Except in
the circumstances described below, after the Distribution Date each Right will
be exercisable for one one-hundredth of a Preferred Share (a “Preferred Share
Fraction”). The voting and dividend rights of the Preferred Shares are subject
to adjustment in the event of dividends, subdivisions and combinations with
respect to the Common Shares of the Company. In lieu of issuing
certificates for Preferred Share Fractions which are less than an integral
multiple of one Preferred Share (i.e., 100 Preferred Share Fractions), the
Company may pay cash representing the current market value of the Preferred
Share Fractions.
In the
event that at any time following the Stock Acquisition Date, (i) the Company is
the surviving corporation in a merger with an Acquiring Person and its Common
Shares remain outstanding, (ii) a Person becomes the beneficial owner of more
than 20% of the then outstanding Common Shares other than pursuant to a tender
offer that provides fair value to all stockholders, (iii) an Acquiring Person
engages in one or more “self-dealing” transactions as set forth in the Rights
Agreement, or (iv) during such time as there is an Acquiring Person, an event
occurs that results in such Acquiring Person’s ownership interest being
increased by more than 1% (e.g., a reverse stock split), each holder of a Right
will thereafter have the right to receive, upon exercise, Common Shares (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right. In lieu
of requiring payment of the Purchase Price upon exercise of the Rights following
any such event, the Company may permit the holders simply to surrender the
Rights, in which event they will be entitled to receive Common Shares (and other
property, as the case may be) with a value of 50% of what could be purchased by
payment of the full Purchase Price. Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in clauses
(i), (ii), (iii) or (iv) of this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person who was involved in the transaction giving rise to
any such event will be null and void. However, Rights are not
exercisable following the occurrence of any of the events set forth above until
such time as the Rights are no longer redeemable by the Company as set forth
below.
For
example, assuming an exercise price of $60 per Right, each Right not otherwise
voided following an event set forth in the preceding paragraph would entitle its
holder to purchase $120 worth of Common Shares (or other consideration, as noted
above) for $60. Assuming that the Common Shares had a per share value
of $30 at such time, the holder of each valid Right would be entitled to
purchase four Common Shares for $60. Alternatively, the Company could
permit the holder to surrender each Right in exchange for stock or cash
equivalent to two Common Shares (with a value of $60) without the payment of any
consideration other than the surrender of the Right.
In the
event that, at any time following the Stock Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation (other than a merger that is described
in, or that follows a tender offer or exchange offer described in, the second
preceding paragraph), or (ii) 50% or more of the Company’s assets or earning
power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common shares of the acquiring company having a value
equal to two times the exercise price of the Right. Again, provision
is made to permit surrender of the Rights in exchange for one-half of the value
otherwise purchasable. The events set forth in this paragraph and in
the second preceding paragraph are referred to as the “Triggering
Events.”
The
Purchase Price payable and the number of Units of Preferred Shares or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) if holders of the Preferred Shares are granted certain rights or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular dividends) or of subscription rights or warrants
(other than those referred to above).
With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading date prior to the date of exercise.
At any
time after a Person becomes an Acquiring Person and prior to the acquisition by
such Person or group of fifty percent (50%) or more of the outstanding Common
Shares, the Board may exchange all or part of the Rights (other than Rights held
by such Person or group which may have become void), in whole or in part, for
Common Shares having a value equal to the spread between the value of Common
Shares issuable upon exercise of a Right and the exercise price.
At any
time until ten days following the Stock Acquisition Date, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right, subject to
adjustment. That ten day redemption period may be extended by the
Board of Directors so long as the Rights are still
redeemable. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the redemption price.
Until a
Right is exercised, the holder thereof, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Preferred Shares (or other consideration) of the Company or for
common shares of the acquiring company as set forth above.
Any of
the provisions of the Rights Agreement may be amended by the Board of Directors
of the Company so long as the rights are redeemable by the Board except to
reduce the redemption price. After such time, the provisions of the
Rights Agreement may be amended by the Board in order to cure any ambiguity, to
make changes that do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person) or to shorten or lengthen any
time period under the Rights Agreement.
This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is filed
as an exhibit hereto and incorporated herein by reference.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
January 26, 2009, the Board of Directors of the Company filed Statements with
Respect to Shares of a Domestic Corporation with the Department of State of the
Commonwealth of Pennsylvania amending the designations of Series A Junior
Participating Preferred Shares and establishing the designations of the Series B
Junior Participating Preferred Shares as a series of the Series Preferred Stock
of the Company. Pursuant thereto, the Company (i) amended its
previously designated Series A Junior Participating Preferred Shares, of which
no shares were outstanding, revoking the designation of the Series A Junior
Participating Preferred Shares and (ii) designated 250,000 shares of the
Company’s authorized shares of Preferred Stock, without par value, as Series B
Junior Participating Preferred Shares to have the rights, preferences and
privileges as further described under “Item 3.03 Material Modification to Rights
of Securities Holders.” As of the date of this Current Report on Form
8-K, none of the shares of Series B Junior Participating Preferred Shares have
been issued. The description of the Series B Junior Participating
Preferred Shares is qualified in its entirety by reference to the Statement with
Respect to Shares of a Domestic Corporation with the Department of State of the
Commonwealth of Pennsylvania, which is attached as Exhibit 3.1 to this Current
Report on Form 8-K and incorporated by reference herein.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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THE
YORK WATER COMPANY
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Date:
January 26, 2009
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By:
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/s/Kathleen M. Miller | |
| Kathleen M. Miller | |||
| Chief Financial Officer | |||
Exhibit
Index
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Exhibit Number
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Description
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