As filed with the Securities and Exchange Commission on April 3, 2003.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Philadelphia Suburban Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1702594
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
---------------
762 W. Lancaster Avenue
Bryn Mawr, PA 19010-3489
(610) 527-8000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------
Roy H. Stahl
Philadelphia Suburban Corporation
Executive Vice President, General Counsel and Corporate Secretary
762 W. Lancaster Avenue
Bryn Mawr, PA 19010-3489
(610) 527-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
Stephen A. Jannetta
Richard A. Silfen
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103-2921
(215) 963-5000
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement is declared effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462 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. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount Of
Securities To Be Registered be Registered Per Unit Offering Price Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.50 per
share (1)......................
Preferred Stock, par value $ 1.00
per share......................
Common Stock Purchase Contracts (2)
Common Stock Purchase Units (2)..
Depositary Shares(3).............
Debt Securities..................
Total(7)......................... $250,000,000 (4) 100% (4)(5) $250,000,000 (4)(5)(6) $20,225
---------------------------------------------------------------------------------------------------------------------------
(1) Includes rights to purchase shares of our Series A Junior Participating
Preferred Stock pursuant to the Rights Agreement dated March 1, 1998. No
separate consideration is paid for these rights and, as a result, the
registration fee for these rights is included in the fee for the common
stock.
(2) Represents contracts entitling or obligating holders to purchase from the
Registrant, and for the Registrant to sell to the holders, a specified
number or amount of shares of common stock at a future date or dates. The
common stock purchase contracts may be issued separately or as a part of a
common stock purchase unit, consisting of a common stock purchase contract
and a security or other asset as security for the holder's obligation to
purchase the common stock under the common stock purchase contract.
(3) Represents depositary shares, evidenced by depositary receipts, issued
pursuant to a deposit agreement. In the event the Registrant issues
fractional interests in shares of the preferred stock registered hereunder,
depositary receipts will be distributed to purchasers of such fractional
interests, and such shares of preferred stock will be issued to a depositary
under the terms of a deposit agreement.
(4) Represents an indeterminate number or aggregate principal amount of the
securities being registered for issuance at various times and at
indeterminate prices, with an aggregate public offering price not to exceed
$250,000,000 or the equivalent thereof in one or more currencies, foreign
currency units or composite currencies. Such amount represents the issue
price rather than the principal amount of any debt securities issued at
original issue discount or liquidation value of any shares of preferred
stock.
(5) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(6) Exclusive of accrued interest, distributions and dividends, if any.
(7) This registration statement also registers such indeterminate amounts of
securities as may be issued upon conversion, exercise or settlement of, or
in exchange for, the securities registered hereunder and, pursuant to Rule
416(a) under the Securities Act of 1933, as amended, such indeterminable
number of shares as may be issued from time to time as a result of
anti-dilution provisions thereof or upon conversion or exchange as a result
of stock splits, stock dividends or similar transactions.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to such
Section 8(a), may determine.
The information in this prospectus is not complete and may be changed or
supplemented. No securities described in this prospectus can be sold until the
registration statement that we filed to cover the securities has become
effective under the rules of the Securities and Exchange Commission. This
prospectus is not an offer to sell the securities, nor is it a solicitation of
an offer to buy the securities in any state where an offer or sale of the
securities is not permitted.
Subject to Completion, dated April 3, 2003
Prospectus
$250,000,000
PHILADELPHIA SUBURBAN CORPORATION
Common Stock
Preferred Stock
Common Stock Purchase Contracts
Common Stock Purchase Units
Depositary Shares
Debt Securities
-----------------
This prospectus relates to common stock, preferred stock, common stock
purchase contracts, common stock purchase units, depositary shares and debt
securities that Philadelphia Suburban Corporation may sell from time to time in
one or more offerings. The aggregate public offering price of the securities we
may sell in these offerings will not exceed $250,000,000. This prospectus will
allow us to issue securities over time. We will provide a prospectus supplement
each time we issue securities, which will inform you about the specific terms of
that offering and may also supplement, update or amend information contained in
this document. You should read this prospectus and each applicable prospectus
supplement carefully before you invest.
Our common stock is listed on the New York Stock Exchange and the
Philadelphia Stock Exchange under the symbol "PSC." The last reported sale price
of our common stock on the New York Stock Exchange on April 2, 2003 was $22.32
per share. We have not yet determined whether any of the other securities that
may be offered by this prospectus will be listed on any exchange, inter-dealer
quotation system or over-the-counter market. If we decide to seek listing of any
such securities upon issuance, the prospectus supplement relating to those
securities will disclose the exchange, quotation system or market on which the
securities will be listed.
Investing in our securities involves risk. See "Risk Factors" beginning
on page 5 of this prospectus. You should read carefully this document and any
applicable prospectus supplement before you invest.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-----------------
The date of this prospectus is , 2003.
TABLE OF CONTENTS
Page
----
About this Prospectus........................................................................................... 1
Forward-Looking Statements...................................................................................... 2
Philadelphia Suburban Corporation............................................................................... 4
Risk Factors.................................................................................................... 5
Use of Proceeds................................................................................................. 8
Certain Ratios.................................................................................................. 8
Description of Capital Stock.................................................................................... 9
Description of Depositary Shares................................................................................ 12
Description of Debt Securities.................................................................................. 13
Description of Common Stock Purchase Contracts and Common Stock Purchase Units.................................. 21
Plan of Distribution............................................................................................ 22
Where You Can Find More Information............................................................................. 24
Legal Matters................................................................................................... 25
Experts......................................................................................................... 25
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under this shelf process, we may, from time to time, sell common stock,
preferred stock, common stock purchase contracts, common stock purchase units,
depositary shares and debt securities in one or more offerings. The aggregate
public offering price of the securities we sell in these offerings will not
exceed $250,000,000. This prospectus provides you with a general description of
the securities we may offer. Each time we sell any securities under this
prospectus, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement also may
add, update or change information contained in this prospectus. You should read
this prospectus and the applicable prospectus supplement together with the
additional information described below under the heading "Where You Can Find
More Information" before you decide whether to invest in the securities.
The registration statement (including the exhibits) of which this
prospectus is a part contains additional information about us and the securities
we may offer by this prospectus. Specifically, we have filed certain legal
documents that control the terms of the securities offered by this prospectus as
exhibits to the registration statement. We will file certain other legal
documents that will control the terms of the securities we may offer by this
prospectus as exhibits to the registration statement or to reports we file with
the SEC. The registration statement and the reports can be read at the SEC
website or at the SEC offices mentioned under the heading "Where You Can Find
More Information."
You should rely only upon the information contained in, or incorporated
into, this prospectus and the applicable prospectus supplement that contains
specific information about the securities we are offering. We have not
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information
appearing in this document is accurate only as of the date on the front cover of
this document. Our business, financial condition, results of operations and
prospects may have changed since that date.
Except as otherwise provided in this prospectus, unless the context
otherwise requires, references in this prospectus to "we," "us" and "our" refer
to Philadelphia Suburban Corporation and its direct and indirect subsidiaries.
In addition, references to Pennsylvania Suburban Water refer to our wholly-owned
subsidiary, Pennsylvania Suburban Water Company, and its subsidiaries, and
references to Consumers Water refer to our wholly-owned subsidiary, Consumers
Water Company, and its subsidiaries. To understand our offering of these
securities fully, you should read this entire document carefully, including
particularly the "Risk Factors" section and the documents identified in the
section titled "Where You Can Find More Information", as well as the applicable
prospectus supplement that contains specific information about the securities we
are offering.
1
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus, or incorporated by reference in
this prospectus, are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 made based upon, among other things, our current assumptions,
expectations and beliefs concerning future developments and their potential
effect on us. These forward-looking statements involve risks, uncertainties and
other factors, many of which are outside our control, that may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by these
forward-looking statements. In some cases you can identify forward-looking
statements where statements are preceded by, followed by or include the words
"believes," "expects," "anticipates," "plans" or similar expressions.
Forward-looking statements in this prospectus and any related prospectus
supplement, or incorporated by reference in this prospectus and any related
prospectus supplement, include, but are not limited to, statements regarding:
o projected capital expenditures and related funding requirements;
o developments and trends in the water and wastewater utility
industries;
o dividend payment projections;
o opportunities for future acquisitions and success of pending
acquisitions;
o the capacity of our water supplies and facilities;
o the development of new services and technologies by us or our
competitors;
o the availability of qualified personnel;
o general economic conditions;
o acquisition-related costs and synergies; and
o the forward-looking statements contained under the heading
"Forward-Looking Statements" in the section entitled "Management's
Discussion and Analysis" from the portion of our 2002 Annual Report
to Shareholders incorporated by reference herein and made a part
hereof.
Because forward-looking statements involve risks and uncertainties,
there are important factors that could cause actual results to differ materially
from those expressed or implied by these forward-looking statements, including
but not limited to:
o changes in general economic, business and financial market
conditions;
o changes in government regulations and policies, including
environmental and public utility regulations and policies;
o changes in environmental conditions, including those that result in
water use restrictions;
o abnormal weather conditions;
o changes in capital requirements;
2
o changes in our credit rating;
o our ability to integrate businesses, technologies or services which
we may acquire;
o our ability to manage the expansion of our business;
o the extent to which we are able to develop and market new and
improved services;
o the effect of the loss of major customers;
o our ability to retain the services of key personnel and to hire
qualified personnel as we expand;
o unanticipated capital requirements;
o increasing difficulties in obtaining insurance and increased cost of
insurance;
o cost overruns relating to improvements or the expansion of our
operations; and
o civil disturbance or terroristic threats or acts.
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. You should read this prospectus, the documents that
we incorporate by reference in this prospectus and any applicable prospectus
supplement completely and with the understanding that our actual future results
may be materially different from what we expect. These forward-looking
statements represent our estimates and assumptions only as of the date of this
prospectus. Except for our ongoing obligations to disclose material information
under the federal securities laws, we are not obligated to update these
forward-looking statements, even though our situation may change in the future.
We qualify all of our forward-looking statements by these cautionary statements.
3
PHILADELPHIA SUBURBAN CORPORATION
Philadelphia Suburban Corporation is the holding company for regulated
utilities providing water or wastewater services to approximately 2.0 million
people in Pennsylvania, Ohio, Illinois, New Jersey, Maine and North Carolina.
Our customer base is diversified among residential, commercial and industrial
water customers and wastewater customers. Residential customers make up the
largest component of our customer base, representing approximately two-thirds of
our total water revenues.
Our two primary subsidiaries are Pennsylvania Suburban Water Company, a
regulated public utility that provides water or wastewater services to
approximately 1.3 million residents in the suburban areas north and west of the
City of Philadelphia and in 18 other counties in Pennsylvania, and Consumers
Water Company, a holding company for several regulated public utility companies
that provide water or wastewater service to approximately 700,000 residents in
various communities in Ohio, Illinois, New Jersey and Maine. Other of our
smaller subsidiaries provide water or wastewater services in parts of
Pennsylvania, North Carolina and Ohio. Some of our subsidiaries provide
wastewater services to a population of approximately 40,000 people in
Pennsylvania, Illinois, New Jersey and North Carolina. In addition, we provide
water and wastewater service to approximately 45,000 people through operating
and maintenance contracts with municipal authorities and other parties close to
our operating companies' service territories. We are the largest U.S.-based
investor-owned water utility based on number of customers.
We believe that acquisitions will continue to be an important source of
growth for us. In 1999, we acquired Consumers Water Company which added
approximately 245,000 customers to our customer base in five states. Exclusive
of the Consumers Water Company acquisition, we have completed 92 acquisitions or
other growth ventures during the five years ended December 31, 2002 adding
approximately 75,400 customers to our customer base. We entered into a purchase
agreement with DQE, Inc. and AquaSource, Inc. dated July 29, 2002, as amended by
Amendment No. 1 dated March 4, 2003, pursuant to which we agreed to acquire four
operating water and wastewater subsidiaries of AquaSource, Inc. and assume
selected, integrated operating and maintenance contracts and related assets. The
purchase agreement provides for a target cash purchase price of approximately
$205 million subject to various adjustments. If the transaction is completed, we
will purchase operating utilities, including assets and franchises that serve
approximately 130,000 water and wastewater customer accounts in 11 states, and
selected water and wastewater operating contracts that serve approximately
40,000 customers in seven of these states. We are actively exploring other
opportunities to expand our utility operations through acquisitions and
otherwise.
With more than 50,000 community water systems and approximately 16,000
wastewater systems in the United States, the water industry is the most
fragmented of the major utility industries (i.e., the telephone, natural gas,
electric and water industries). We believe that there are many potential water
and wastewater system acquisition candidates. We believe the factors driving
consolidation of these systems are:
o the benefits of economies of scale;
o increasingly stringent environmental regulations;
o the need for capital investment; and
o the need for technological and managerial expertise.
Our principal executive office is located at 762 W. Lancaster Avenue,
Bryn Mawr, Pennsylvania 19010-3489, and our telephone number is 610-527-8000.
Our website may be accessed at www.suburbanwater.com. Neither the contents of
our website, nor any other website that may be accessed from our website, is
incorporated in or otherwise considered a part of this prospectus.
4
RISK FACTORS
You should carefully consider the following risk factors and the
section entitled "Forward-Looking Statements" before you decide to buy our
securities.
Our business requires significant capital expenditures and the rates we charge
our customers are subject to regulation. If we are unable to obtain government
approval of our requests for rate increases, or if approved rate increases are
untimely or inadequate to cover our investments, our profitability may suffer.
The water utility business is capital intensive. On an annual basis, we
spend significant sums for additions to or replacement of property, plant and
equipment. Our ability to maintain and meet our financial objectives is
dependent upon the rates we charge our customers. These rates are subject to
approval by the public utility commissions of the states in which we operate. We
file rate increase requests, from time to time, to recover our investments in
utility plant and expenses. Once a rate increase petition is filed with a public
utility commission, the ensuing administrative and hearing process may be
lengthy and costly. The timing of our rate increase requests are therefore
partially dependent upon the estimated cost of the administrative process in
relation to the investments and expenses that we hope to recover through the
rate increase to the extent approved. We can provide no assurances that any
future rate increase request will be approved by the appropriate state public
utility commission; and, if approved, we cannot guarantee that these rate
increases will be granted in a timely or sufficient manner to cover the
investments and expenses for which we initially sought the rate increase.
Our operating costs could be significantly increased in order to comply with new
or stricter regulatory standards imposed by federal and state environmental
agencies.
Our water and wastewater services are governed by various federal and
state environmental protection and health and safety laws and regulations,
including the federal Safe Drinking Water Act, the Clean Water Act and similar
state laws, and state and federal regulations issued under these laws by the
United States Environmental Protection Agency and state environmental regulatory
agencies. These laws and regulations establish, among other things, criteria and
standards for drinking water and for discharges into the waters of the United
States and states. Pursuant to these laws, we are required to obtain various
environmental permits from environmental regulatory agencies for our operations.
We cannot assure you that we have been or will be at all times in total
compliance with these laws, regulations and permits. If we violate or fail to
comply with these laws, regulations or permits, we could be fined or otherwise
sanctioned by regulators. Environmental laws and regulations are complex and
change frequently. These laws, and the enforcement thereof, have tended to
become more stringent over time. While we have budgeted for future capital and
operating expenditures to maintain compliance with them and our permits, it is
possible that new or stricter standards could be imposed that will raise our
operating costs. Although these costs may be recovered in the form of higher
rates, there can be no assurance that the various state public utility
commissions that govern our business would approve rate increases to enable us
to recover such costs. In summary, we cannot assure you that our costs of
complying with, or discharging liability under, current and future environmental
and health and safety laws will not adversely affect our business, results of
operations or financial condition.
Our business is subject to seasonal fluctuations, which could affect demand for
our water service and our revenues.
Demand for our water during the warmer months is generally greater than
during cooler months due primarily to additional requirements for water in
connection with irrigation systems, swimming pools, cooling systems and other
outside water use. Throughout the year, and particularly during typically warmer
months, demand will vary with temperature and rainfall levels. In the event that
temperatures during the typically warmer months are cooler than normal, or if
there is more rainfall than normal, the demand for our water may decrease and
adversely affect our revenues.
Drought conditions may impact our ability to serve our current and future
customers, and may impact our customers' use of our water, which may adversely
affect our financial condition and results of operations.
5
We depend on an adequate water supply to meet the present and future
demands of our customers. Drought conditions could interfere with our sources of
water supply and could adversely affect our ability to supply water in
sufficient quantities to our existing and future customers. An interruption in
our water supply could have a material adverse effect on our financial condition
and results of operations. Moreover, governmental restrictions on water usage
during drought conditions may result in a decreased demand for our water, even
if our water reserves are sufficient to serve our customers during these drought
conditions, which may adversely affect our revenues and earnings.
An important element of our growth strategy is the acquisition of water and
wastewater systems. Any pending or future acquisitions we decide to undertake
may involve risks.
An important element of our growth strategy is the acquisition and
integration of water and wastewater systems in order to broaden our current, and
move into new, service areas. We will not be able to acquire other businesses if
we cannot identify suitable acquisition opportunities or reach mutually
agreeable terms with acquisition candidates. It is our intent, when practical,
to integrate any businesses we acquire with our existing operations. The
negotiation of potential acquisitions as well as the integration of acquired
businesses could require us to incur significant costs and cause diversion of
our management's time and resources. Future acquisitions by us could result in:
o dilutive issuances of our equity securities;
o incurrence of debt and contingent liabilities;
o fluctuations in quarterly results; and
o other acquisition-related expenses.
Some or all of these items could have a material adverse effect on our
business and our ability to finance our business. The businesses and other
assets we acquire in the future may not achieve sales and profitability that
justify our investment and any difficulties we encounter in the integration
process could interfere with our operations and reduce our operating margins. In
addition, as consolidation becomes more prevalent in the water and wastewater
industries, the prices for suitable acquisition candidates may increase to
unacceptable levels and limit our ability to grow through acquisitions.
Contamination to our water supply may result in disruption in our services and
litigation which could adversely affect our business, operating results and
financial condition.
Our water supplies are subject to contamination, including
contamination from the development of naturally-occurring compounds, chemicals
in groundwater systems, pollution resulting from man-made sources and possible
terrorist attacks. In the event that our water supply is contaminated, we may
have to interrupt the use of that water supply until we are able to substitute
the flow of water from an uncontaminated water source. In addition, we may incur
significant costs in order to treat the contaminated source through expansion of
our current treatment facilities, or development of new treatment methods. If we
are unable to substitute water supply from an uncontaminated water source, or to
adequately treat the contaminated water source in a cost-effective manner, there
may be an adverse effect on our revenues, operating results and financial
condition. The costs we incur to decontaminate a water source or an underground
water system could be significant and could adversely affect our business,
operating results and financial condition and may be recoverable in rates. We
could also be held liable for consequences arising out of human exposure to
hazardous substances in our water supplies or other environmental damage. For
example, private plaintiffs have the right to bring personal injury or other
toxic tort claims arising from the presence of hazardous substances in our
drinking water supplies. Our insurance policies may not be sufficient to cover
the costs of these claims.
6
In addition to the potential pollution of our water supply as described
above, in the wake of the September 11, 2001 terrorist attacks and the ensuing
threats to the nation's health and security, we have taken steps to increase
security measures at our facilities and heighten employee awareness of threats
to our water supply. We have also tightened our security measures regarding the
delivery and handling of certain chemicals used in our business. We have and
will continue to bear increased costs for security precautions to protect our
facilities, operations and supplies. These costs may be significant. We are
currently not aware of any specific threats to our facilities, operations or
supplies; however, it is possible that we would not be in a position to control
the outcome of terrorist events should they occur.
We depend significantly on the services of the members of our senior management
team, and the departure of any of those persons could cause our operating
results to suffer.
Our success depends significantly on the continued individual and
collective contributions of our senior management team. The loss of the services
of any member of our senior management or the inability to hire and retain
experienced management personnel could harm our operating results.
7
USE OF PROCEEDS
Unless we otherwise specify in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities we may offer by
this prospectus to fund future acquisitions of municipally owned and
investor-owned water and wastewater systems, including the pending acquisition
of the regulated water and wastewater operations and related contract operations
of AquaSource, Inc., to integrate any businesses that we acquire into our
existing business, to purchase and maintain plant equipment, to repay
indebtedness due on October 24, 2003 which as of March 27, 2003 was outstanding
in principal amount of $22 million and on which interest was accruing at 2.33%
per annum, which we incurred in connection with the purchase of 1.3 million
shares of our common stock from Vivendi Environnement, S.A. and its affiliates
in October, 2002, as well as for working capital and other general corporate
purposes. Our management will have broad discretion in the allocation of net
proceeds from the sale of any securities sold by us.
CERTAIN RATIOS
Our ratio of earnings to fixed charges and ratio of earnings to
combined fixed charges and preferred stock dividends for the periods indicated
below were as follows:
Year Ended December 31,
---------------------------------------------------------------
2002 2001 2000 1999 1998
--------- -------- -------- --------- -----------
Ratio of earnings to
fixed charges 3.56 3.37 3.03 2.74 3.22
Ratio of earnings to
combined fixed charges
and preferred stock dividends 3.56 3.37 3.03 2.73 3.20
The ratios of earnings to fixed charges and the ratios of earnings to
combined fixed charges and preferred stock dividends were computed by dividing
earnings by fixed charges and by combined fixed charges and preferred stock
dividends, respectively. For the purpose of these computations, earnings have
been calculated by adding fixed charges (excluding capitalized interest) to
income from continuing operations. Fixed charges consist of interest cost,
whether expensed or capitalized, amortization of deferred financing costs and
the estimated interest portion of rental expense charged to income.
8
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock sets forth material
terms and provisions of our common stock and preferred stock. You should read
our current amended and restated articles of incorporation for more detailed
terms of our capital stock.
As of March 21, 2003, our authorized capital stock was 101,770,819
shares, consisting of:
o 100,000,000 shares of common stock, par value $0.50 per share, of
which 68,060,196 shares were outstanding; and
o 1,770,819 shares of preferred stock, par value $1.00 per share, of
which 1,720 shares of our Series B Preferred Stock were issued and
outstanding and 100,000 shares of our Series A Junior Participating
Preferred Stock were reserved for future issuance in connection with
our shareholder rights plan.
Common Stock
Voting Rights
Holders of our common stock are entitled to one vote for each share
held by them at all meetings of the shareholders and are not entitled to
cumulate their votes for the election of directors.
Dividend Rights and Limitations
Holders of our common stock may receive dividends when declared by our
board of directors. Because we are a holding company, the funds we use to pay
any dividends on our common stock are derived predominantly from the dividends
that we receive from our subsidiaries, Pennsylvania Suburban Water and Consumers
Water, and the dividends they receive from their subsidiaries. Therefore, our
ability to pay dividends to holders of our common stock depends upon our
subsidiaries' earnings, financial condition and ability to pay dividends. Most
of our subsidiaries are subject to regulation by state utility commissions and
the amounts of their earnings and dividends are affected by the manner in which
they are regulated. In addition, they are subject to restrictions on the payment
of dividends contained in their various debt agreements. Under our most
restrictive debt agreements, the amount available for payment of dividends to us
as of December 31, 2002 was approximately $225 million of Pennsylvania Suburban
Water's retained earnings and $45 million of Consumers Water's retained
earnings. Payment of dividends on our common stock is also subject to the
preferential rights of the holders of preferred stock to receive full cumulative
dividends, both past and current.
Liquidation Rights
In the event that we liquidate, dissolve or wind-up, the holders of our
common stock are entitled to share ratably in all of the assets that remain
after we pay our liabilities. This right is subject, however, to the prior
distribution rights of any outstanding preferred stock.
Preferred Stock
Under our certificate of incorporation, we are authorized to issue up
to 1,770,819 shares of preferred stock of which 32,200 shares have been
designated Series B Preferred Stock, $1.00 par value, and 100,000 shares have
been designated and reserved for issuance as Series A Junior Participating
Preferred Stock, $1.00 par value per share, in connection with our shareholder
rights plan. As of December 31, 2002, 1,720 shares of the Series B Preferred
Stock were outstanding.
Our board of directors has the authority, from time to time and without
further action by our shareholders, to divide our unissued capital stock into
one or more classes and one or more series within any class and to make
determinations of the designation and number of shares of any class or series
and determinations of the voting rights, preferences, limitations and special
rights, if any, of the shares of any class or series. The rights, preferences,
limitations and special rights of different classes of capital stock may differ
with respect to dividend rates, amounts payable on liquidation, voting rights,
conversion rights, redemption provisions, sinking fund provisions and other
matters. The rights, preferences, privileges and restrictions of each series may
be fixed by the designations of that series set forth in either a restated
version of the certificate of incorporation or a certificate of designations
relating to that series.
9
The issuance of preferred stock may have the effect of delaying,
deferring or preventing a change of control of us without further action by our
shareholders. The issuance of preferred stock with voting and conversion rights
may also adversely affect the voting power of the holders of our common stock.
In certain circumstances, an issuance of preferred stock could have the effect
of decreasing the market price of our common stock.
Whenever preferred stock is to be sold pursuant to this prospectus, we
will file a prospectus supplement relating to that sale which will specify:
o the number of shares in the series of preferred stock;
o the designation for the series of preferred stock by number, letter
or title that will distinguish the series from any other series of
preferred stock;
o the dividend rate, if any, and whether dividends on that series of
preferred stock will be cumulative, noncumulative or partially
cumulative;
o the voting rights of that series of preferred stock, if any;
o any conversion provisions applicable to that series of preferred
stock;
o any redemption or sinking fund provisions applicable to that series
of preferred stock;
o the liquidation preference per share of that series of preferred
stock; and
o the terms of any other preferences or rights, if any, applicable to
that series of preferred stock.
Shareholder Rights Plan
Pursuant to our shareholders rights plan, current or future holders of
our common stock have the right to purchase a fraction of a share of our Series
A Junior Participating Preferred Stock for each of outstanding share of common
stock held by them. Upon the occurrence of certain events, each right would
entitle the holder to purchase from us one one-thousandth of a share of Series A
Junior Participating Preferred Stock at an exercise price of $90 per
one-thousandth of a share, subject to adjustment. The rights are exercisable in
certain circumstances, such as when a person or group acquires 20% or more of
our common stock or if the holder of 20% or more of our common stock engages in
certain transactions with us. In the latter case, the right to purchase Series A
Junior Participating Preferred Stock would be exercisable by each holder, but
not the acquiring person, to purchase shares of our common stock at a
substantial discount from the market price. Additionally, pursuant to our
shareholders rights plan, if, after the date that a person has become the holder
of 20% or more of our common stock, any person or group merges with us or
engages in certain other transactions with us, each holder of a right, other
than the acquirer, will have the right to purchase common stock of the surviving
corporation at a substantial discount from the market price. These rights are
subject to redemption by us in certain circumstances. These rights have no
voting or dividend rights and, until exercisable, cannot trade separately from
our common stock and have no dilutive effect on our earnings. This plan expires
on March 1, 2008.
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Anti-Takeover Provisions
Pennsylvania State Law Provisions
We are subject to various anti-takeover provisions of the Pennsylvania
Business Corporation Law of 1988, as amended. Generally, these provisions are
triggered if any person or group acquires, or discloses an intent to acquire,
20% or more of a corporation's voting power, unless the acquisition is under a
registered firm commitment underwriting or, in certain cases, approved by the
board of directors. These provisions:
o provide the other shareholders of the corporation with certain
rights against the acquiring group or person;
o prohibit the corporation from engaging in a broad range of business
combinations with the acquiring group or person; and
o restrict the voting and other rights of the acquiring group or
person.
In addition, as permitted by Pennsylvania law, an amendment to our
articles of incorporation or other corporate action that is approved by
shareholders may provide mandatory special treatment for specified groups of
nonconsenting shareholders of the same class. For example, an amendment to our
articles of incorporation or other corporate action may provide that shares of
common stock held by designated shareholders of record must be cashed out at a
price determined by the corporation, subject to applicable dissenters' rights.
Articles of Incorporation and Bylaw Provisions
Certain provisions of our articles of incorporation and bylaws may have
the effect of discouraging unilateral tender offers or other attempts to take
over and acquire our business. These provisions might discourage some
potentially interested purchaser from attempting a unilateral takeover bid for
us on terms which some shareholders might favor. Our articles of incorporation
require that certain fundamental transactions must be approved by the holders of
75% of the outstanding shares of our capital stock entitled to vote on the
matter unless at least 50% of the members of the board of directors has approved
the transaction, in which case the required shareholder approval will be the
minimum approval required by applicable law. The fundamental transactions that
are subject to this provision are those transactions that require approval by
shareholders under applicable law or the articles of incorporation. These
transactions include certain amendments of our articles of incorporation or
bylaws, certain sales or other dispositions of our assets, certain issuances of
our capital stock, or certain transactions involving our merger, consolidation,
division, reorganization, dissolution, liquidation or winding up. Our articles
of incorporation and bylaws provide that:
o a special meeting of shareholders may only be called by the
chairman, the president, the board of directors or shareholders
entitled to cast a majority of the votes which all shareholders are
entitled to cast at the particular meeting;
o nominations for election of directors may be made by any shareholder
entitled to vote for election of directors if the name of the
nominee and certain information relating to the nominee is filed
with our corporate secretary not less than 14 days nor more than 50
days before any meeting of shareholders to elect directors; and
o certain advance notice procedures must be met for shareholder
proposals to be made at annual meetings of shareholders. These
advance notice procedures generally require a notice to be delivered
not less than 90 days nor more than 120 days before the anniversary
date of the immediately preceding annual meeting of shareholders.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is EquiServe
Trust Company, N.A.
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DESCRIPTION OF DEPOSITORY SHARES
We may, at our option, offer fractional shares of our preferred stock,
rather than whole shares of our preferred stock. In the event we do so, we will
issue receipts for depositary shares, each of which will represent a fraction
(to be set forth in the prospectus supplement relating to offering of the
depositary shares) of a share of the related series of preferred stock.
The shares of our preferred stock represented by depositary shares will
be deposited under a deposit agreement between us and a bank or trust company
selected by us having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000. Subject to the terms of
the deposit agreement, each owner of a depositary share will be entitled, in
proportion to the applicable fraction of a share of preferred stock, represented
by the depositary share to all of the rights and preferences of the preferred
stock represented by the depositary shares (including dividend, voting,
redemption, conversion and liquidation rights).
The above description of depositary shares is only a summary, is not
complete and is subject to, and is qualified in its entirety by the description
in the applicable prospectus supplement and the provisions of the deposit
agreement, which will contain the form of depository receipt. A copy of the
deposit agreement will be filed with the SEC as an exhibit to or incorporated by
reference in the registration statement of which this prospectus is a part.
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DESCRIPTION OF DEBT SECURITIES
Please note that in this section entitled Description of Debt
Securities, references to "we," "us," "ours" or "our" refer only to Philadelphia
Suburban Corporation and not to its consolidated subsidiaries. Also, in this
section, references to holders mean those who own debt securities registered in
their own names, on the books that we maintain or the trustee maintains for this
purpose, and not those who own beneficial interests in debt securities
registered in street name or in debt securities issued in book-entry form
through one or more depositaries. Owners of beneficial interests in the debt
securities should read the section below entitled "--Book-Entry Procedures and
Settlement."
General
The debt securities offered by this prospectus will be our unsecured
obligations, except as otherwise set forth in an accompanying prospectus
supplement, and will be either senior or subordinated debt. We will issue senior
debt under a senior debt indenture, and we will issue subordinated debt under a
subordinated debt indenture. We sometimes refer to the senior debt indenture and
the subordinated debt indenture individually as an indenture and collectively as
the indentures. We have filed forms of the indentures with the SEC as exhibits
to the registration statement of which this prospectus forms a part. You can
obtain copies of the indentures by following the directions outlined in "Where
You Can Find More Information," or by contacting the applicable indenture
trustee.
A form of each debt security, reflecting the particular terms and
provisions of a series of offered debt securities, will be filed with the SEC at
the time of the offering and incorporated by reference as exhibits to the
registration statement of which this prospectus forms a part.
The following briefly summarizes certain material provisions that may
be included in the indentures. Other terms, including pricing and related terms,
will be disclosed for a particular issuance in an accompanying prospectus
supplement. You should read the more detailed provisions of the applicable
indenture, including the defined terms, for provisions that may be important to
you. You should also read the particular terms of a series of debt securities,
which will be described in more detail in an accompanying prospectus supplement.
So that you may easily locate the more detailed provisions, the numbers in
parentheses below refer to sections in the applicable indenture or, if no
indenture is specified, to sections in each of the indentures. Wherever
particular sections or defined terms of the applicable indenture are referred
to, such sections or defined terms are incorporated into this prospectus by
reference, and the statement in this prospectus is qualified by that reference.
The trustee under each indenture will be determined at the time of
issuance of debt securities, and the name of the trustee will be provided in an
accompanying prospectus supplement.
The indentures provide that our senior or subordinated debt securities
may be issued in one or more series, with different terms, in each case as we
authorize from time to time. We also have the right to "reopen" a previous issue
of a series of debt securities by issuing additional debt securities of such
series without the consent of the holders of debt securities of the series being
reopened or any other series. Any additional debt securities of the series being
reopened will have the same ranking, interest rate, maturity and other terms as
the previously issued debt securities of that series. These additional debt
securities, together with the previously issued debt securities of that series,
will constitute a single series of debt securities under the terms of the
applicable indenture.
Types of Debt Securities
We may issue fixed or floating rate debt securities.
Fixed rate debt securities will bear interest at a fixed rate described
in the prospectus supplement. This type includes zero coupon debt securities,
which bear no interest and are often issued at a price lower than the principal
amount. United States federal income tax consequences and other special
considerations applicable to any debt securities issued at a discount will be
described in the applicable prospectus supplement.
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Upon the request of the holder of any floating rate debt security, the
calculation agent will provide the interest rate then in effect for that debt
security, and, if determined, the interest rate that will become effective on
the next interest reset date. The calculation agent's determination of any
interest rate, and its calculation of the amount of interest for any interest
period, will be final and binding in the absence of manifest error.
All percentages resulting from any interest rate calculation relating
to a debt security will be rounded upward or downward, as appropriate, to the
next higher or lower one hundred-thousandth of a percentage point. All amounts
used in or resulting from any calculation relating to a debt security will be
rounded upward or downward, as appropriate, to the nearest cent, in the case of
U.S. dollars, or to the nearest corresponding hundredth of a unit, in the case
of a currency other than U.S. dollars, with one-half cent or one-half of a
corresponding hundredth of a unit or more being rounded upward.
In determining the base rate that applies to a floating rate debt
security during a particular interest period, the calculation agent may obtain
rate quotes from various banks or dealers active in the relevant market, as
described in the prospectus supplement. Those reference banks and dealers may
include the calculation agent itself and its affiliates, as well as any
underwriter, dealer or agent participating in the distribution of the relevant
floating rate debt securities and its affiliates.
Information in the Prospectus Supplement
The prospectus supplement for any offered series of debt securities
will describe the following terms, as applicable:
o the title;
o whether the debt is senior or subordinated;
o whether the debt securities are secured or unsecured and, if
secured, the collateral securing the debt;
o the total principal amount offered;
o the percentage of the principal amount at which the debt securities
will be sold and, if applicable, the method of determining the
price;
o the maturity date or dates;
o whether the debt securities are fixed rate debt securities or
floating rate debt securities;
o if the debt securities are fixed rate debt securities, the yearly
rate at which the debt security will bear interest, if any, and the
interest payment dates;
o if the debt security is an original issue discount debt security,
the yield to maturity;
o if the debt securities are floating rate debt securities, the
interest rate basis; any applicable index currency or maturity,
spread or spread multiplier or initial, maximum or minimum rate; the
interest reset, determination, calculation and payment dates; and
the day count used to calculate interest payments for any period;
o the date or dates from which any interest will accrue, or how such
date or dates will be determined, and the interest payment dates and
any related record dates;
o if other than in U.S. dollars, the currency or currency unit in
which payment will be made;
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o the denominations in which the currency or currency unit of the
securities will be issuable if other than denominations of $1,000
and integral multiples thereof;
o the terms and conditions on which the debt securities may be
redeemed at our option;
o any obligation we may have to redeem, purchase or repay the debt
securities at the option of a holder upon the happening of any event
and the terms and conditions of redemption, purchase or repayment;
o the names and duties of the trustee and any co-trustees,
depositaries, authenticating agents, calculation agents, paying
agents, transfer agents or registrars for the debt securities;
o any material provisions of the applicable indenture described in
this prospectus that do not apply to the debt securities;
o a discussion of United States federal income tax, accounting and
special considerations, procedures and limitations with respect to
the debt securities;
o whether and under what circumstances we will pay additional amounts
to holders in respect of any tax assessment or government charge,
and, if so, whether we will have the option to redeem the debt
securities rather than pay such additional amounts; and
o any other specific terms of the debt securities that are consistent
with the provisions of the indenture.
The terms on which a series of debt securities may be convertible into
or exchangeable for other of our securities or any other entity will be set
forth in the prospectus supplement relating to such series. Such terms will
include provisions as to whether conversion or exchange is mandatory, at the
option of the holder or at our option. The terms may include provisions pursuant
to which the number of other securities to be received by the holders of such
series of debt securities may be adjusted.
We will issue the debt securities only in registered form. As currently
anticipated, debt securities of a series will trade in book-entry form, and
global notes will be issued in physical (paper) form, as described below under
"--Book-Entry Procedures and Settlement." Unless otherwise provided in the
accompanying prospectus supplement, we will issue debt securities denominated in
U.S. dollars and only in denominations of $1,000 and integral multiples thereof.
The prospectus supplement relating to offered debt securities
denominated in a foreign or composite currency will specify the denomination of
the offered debt securities.
The debt securities may be presented for exchange, and debt securities
other than a global security may be presented for registration of transfer, at
the principal corporate trust office of the trustee named in the applicable
prospectus supplement. Holders will not have to pay any service charge for any
registration of transfer or exchange of debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with such registration of transfer (Section 3.05).
Payment and Paying Agents
Distributions on the debt securities other than those represented by
global notes will be made in the designated currency against surrender of the
debt securities at the principal corporate trust office of the trustee named in
the applicable prospectus supplement. Payment will be made to the registered
holder at the close of business on the record date for such payment. Interest
payments will be made at the principal corporate trust office of the trustee
named in the applicable prospectus supplement, or by a check mailed to the
holder at his registered address. Payments in any other manner will be specified
in the applicable prospectus supplement.
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Calculation Agents
Calculations relating to floating rate debt securities and indexed debt
securities will be made by the calculation agent, an institution that we appoint
as our agent for this purpose. We may appoint one of our affiliates as
calculation agent. We may appoint a different institution to serve as
calculation agent from time to time after the original issue date of the debt
security without your consent and without notifying you of the change. The
initial calculation agent will be identified in the applicable prospectus
supplement.
Senior Debt
We may issue senior debt securities under the senior debt indenture.
Senior debt will rank on a basis equal in priority with all our other debt
except our subordinated debt.
Subordinated Debt
We may issue subordinated debt securities under the subordinated debt
indenture. Subordinated debt will rank subordinated and junior in right of
payment, to the extent set forth in the subordinated debt indenture, to all our
senior debt.
If we default in the payment of any principal of, or premium, if any,
or interest on any senior debt when it becomes due and payable after any
applicable grace period, then, unless and until the default is cured or waived
or ceases to exist, we cannot make a payment on account of or redeem or
otherwise acquire the subordinated debt securities.
If there is any insolvency, bankruptcy, liquidation or other similar
proceeding relating to us or our property, then all senior debt must be paid in
full before any payment may be made to any holders of subordinated debt
securities.
Furthermore, if we default in the payment of the principal of and
accrued interest on any subordinated debt securities that is declared due and
payable upon an event of default under the subordinated debt indenture, holders
of all our senior debt will first be entitled to receive payment in full in cash
before holders of such subordinated debt can receive any payments.
Except as may be otherwise set forth in an accompanying prospectus
supplement, senior debt means:
o the principal, premium, if any, and interest in respect of
indebtedness for money borrowed and indebtedness evidenced by
securities, notes, debentures, bonds or other similar instruments
issued, including, as to us, the senior debt securities;
o all capitalized lease obligations;
o all obligations representing the deferred purchase price of
property; and
o all deferrals, renewals, extensions and refundings of obligations of
the type referred to above.
However, senior debt does not include:
o the subordinated debt securities;
o any indebtedness that by its terms is subordinated to, or ranks in
priority on an equal basis with, subordinated debt securities; and
o items of indebtedness (other than capitalized lease obligations)
that would not appear as liabilities on a balance sheet prepared in
accordance with accounting principles generally accepted in the
United States of America.
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Covenants
The accompanying prospectus supplement will contain any covenants
applicable to the debt securities.
Modification of the Indentures
The indentures will provide that we and the relevant trustee may enter
into supplemental indentures to establish the form and terms of any new series
of debt securities without obtaining the consent of any holder of debt
securities (Section 9.01).
We and the trustee may, with the consent of the holders of at least a
majority in aggregate outstanding principal amount of the debt securities of a
series, modify the applicable indenture or the rights of the holders of the
securities of such series.
No such modification may, without the consent of each holder of an
affected security:
o extend the fixed maturity of any such security;
o reduce the rate or change the time of payment of interest on such
security;
o reduce the principal amount of such securities or the premium, if
any, on such security;
o change any obligation of ours to pay additional amounts with respect
to such security;
o reduce the amount of the principal payable on acceleration of such
security if issued originally at a discount;
o adversely affect the right of repayment or repurchase of such
security at the option of the holder;
o reduce or postpone any sinking fund or similar provision with
respect to such security;
o change the currency or currency unit in which such security is
payable or the right of selection thereof;
o impair the right to sue for the enforcement of any payment with
respect to such security on or after the maturity of such security;
o reduce the percentage of the aggregate outstanding principal amount
of debt securities of the series referred to above whose holders
need to consent to the modification or a waiver without the consent
of such holders; or
o change any obligation of ours with respect to such security to
maintain an office or agency (Section 9.02).
Defaults
Except as may be otherwise set forth in an accompanying prospectus
supplement, each indenture will provide that events of default regarding any
series of debt securities will be:
o our failure to pay for 30 days required interest on any debt
security of such series;
o our failure to pay principal or premium, if any, on any debt
security of such series when due;
o our failure to make any required scheduled installment payment for
30 days on debt securities of such series;
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o our failure to perform for 90 days after notice any other covenant
in the relevant indenture other than a covenant included in the
relevant indenture solely for the benefit of a series of debt
securities other than such series; and
o certain events of bankruptcy or insolvency, whether voluntary or not
(Section 5.01).
Except as may be otherwise set forth in an accompanying prospectus
supplement, if an event of default regarding debt securities of any series
issued under the indentures should occur and be continuing, either the trustee
or the holders of 25% in the principal amount of outstanding debt securities of
such series may declare each debt security of that series due and payable
(Section 5.02). We may be required to file annually with the trustee a statement
of an officer as to the fulfillment by us of our obligations under the indenture
during the preceding year.
No event of default regarding one series of debt securities issued
under an indenture is necessarily an event of default regarding any other series
of debt securities.
Holders of a majority in aggregate principal amount of the outstanding
debt securities of any series will be entitled to control certain actions of the
trustee under the indentures and to waive past defaults regarding such series
(Sections 5.12 and 5.13). The holders of debt securities generally will not be
able to require the trustee to take any action, unless one or more of such
holders provides to the trustee reasonable security or indemnity (Section 6.02).
If an event of default occurs and is continuing regarding a series of
debt securities, the trustee may use any sums that it holds under the relevant
indenture for its own reasonable compensation and expenses incurred prior to
paying the holders of debt securities of such series (Section 5.06).
Before any holder of any series of debt securities may institute action
for any remedy, except payment on such holder's debt security when due, the
holders of not less than 25% in principal amount of the debt securities of that
series outstanding must request the trustee to take action. Holders must also
offer and give the satisfactory security and indemnity against liabilities
incurred by the trustee for taking such action (Sections 5.07 and 5.08).
Defeasance
Except as may otherwise be set forth in an accompanying prospectus
supplement, after we have deposited with the trustee, cash or government
securities, in trust for the benefit of the holders sufficient to pay the
principal of, premium, if any, and interest on the debt securities of such
series when due, and satisfied certain other conditions, including receipt of an
opinion of counsel that holders will not recognize taxable gain or loss for
United States federal income tax purposes, then:
o we will be deemed to have paid and satisfied our obligations on all
outstanding debt securities of such series, which is known as
defeasance and discharge (Section 14.02); or
o we will cease to be under any obligation, other than to pay when due
the principal of, premium, if any, and interest on such debt
securities, relating to the debt securities of such series, which is
known as covenant defeasance (Section 14.03).
When there is a defeasance and discharge, the applicable indenture will
no longer govern the debt securities of such series, we will no longer be liable
for payments required by the terms of the debt securities of such series and the
holders of such debt securities will be entitled only to the deposited funds.
When there is a covenant defeasance, however, we will continue to be obligated
to make payments when due if the deposited funds are not sufficient.
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Governing Law
Unless otherwise stated in the prospectus supplement, the debt
securities and the indentures will be governed by Pennsylvania law.
Concerning the Trustee under the Indentures
We may have banking and other business relationships with the trustee
named in the prospectus supplement, or any subsequent trustee, in the ordinary
course of business.
Form, Exchange and Transfer
We will issue debt securities only in registered form; no debt
securities will be issued in bearer form. We will issue each debt security in
book-entry form only, unless otherwise specified in the applicable prospectus
supplement. We will issue any common stock issuable upon conversion of any debt
security being offered in both certificated and book-entry form, unless
otherwise specified in the applicable prospectus supplement. Debt securities in
book-entry form will be represented by a global security registered in the name
of a depositary, which will be the holder of all the debt securities represented
by the global security. Those who own beneficial interests in a global security
will do so through participants in the depositary's system, and the rights of
these indirect owners will be governed solely by the applicable procedures of
the depositary and its participants. Only the depositary will be entitled to
transfer or exchange a debt security in global form, since it will be the sole
holder of the debt security. These book-entry securities are described below
under "Book-Entry Procedures and Settlement."
If any debt securities are issued in non-global form or cease to be
book-entry securities (in the circumstances described in the next section), the
following will apply to them:
o The debt securities will be issued in fully registered form in
denominations stated in the prospectus supplement. You may exchange
debt securities for debt securities of the same series in smaller
denominations or combined into fewer debt securities of the same
series of larger denominations, as long as the total amount is not
changed.
o You may exchange, transfer, present for payment or exercise debt
securities at the office of the relevant trustee or agent indicated
in the prospectus supplement. You may also replace lost, stolen,
destroyed or mutilated debt securities at that office. We may
appoint another entity to perform these functions or may perform
them.
o You will not be required to pay a service charge to transfer or
exchange the debt securities, but you may be required to pay any tax
or other governmental charge associated with the transfer or
exchange. The transfer or exchange, and any replacement, will be
made only if our transfer agent is satisfied with your proof of
legal ownership. The transfer agent may also require an indemnity
before replacing any debt securities.
o If we have the right to redeem, accelerate or settle any debt
securities before their maturity or expiration, and we exercise that
right as to less than all those debt securities, we may block the
transfer or exchange of those debt securities during the period
beginning 15 days before the day we mail the notice of exercise and
ending on the day of that mailing, in order to freeze the list of
holders to prepare the mailing. We may also refuse to register
transfers of or exchange any debt security selected for early
settlement, except that we will continue to permit transfers and
exchanges of the unsettled portion of any debt security being
partially settled.
o If fewer than all of the debt securities represented by a
certificate that are payable or exercisable in part are presented
for payment or exercise, a new certificate will be issued for the
remaining amount of securities.
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Book-Entry Procedures and Settlement
Most offered debt securities will be book-entry (global) securities.
Upon issuance, all book-entry securities will be represented by one or more
fully registered global securities, without coupons. Each global security will
be deposited with, or on behalf of, The Depository Trust Company, or DTC, a
securities depository, and will be registered in the name of DTC or a nominee of
DTC. DTC will thus be the only registered holder of these debt securities.
Purchasers of debt securities may only hold interests in the global
notes through DTC if they are participants in the DTC system. Purchasers may
also hold interests through a securities intermediary -- banks, brokerage houses
and other institutions that maintain securities accounts for customers -- that
has an account with DTC or its nominee. DTC will maintain accounts showing the
security holdings of its participants, and these participants will in turn
maintain accounts showing the security holdings of their customers. Some of
these customers may themselves be securities intermediaries holding securities
for their customers. Thus, each beneficial owner of a book-entry security will
hold that debt security indirectly through a hierarchy of intermediaries, with
DTC at the top and the beneficial owner's own securities intermediary at the
bottom.
The debt securities of each beneficial owner of a book-entry security
will be evidenced solely by entries on the books of the beneficial owner's
securities intermediary. The actual purchaser of the debt securities will
generally not be entitled to have the debt securities represented by the global
securities registered in its name and will not be considered the owner under the
declaration. In most cases, a beneficial owner will also not be able to obtain a
paper certificate evidencing the holder's ownership of debt securities. The
book-entry system for holding securities eliminates the need for physical
movement of certificates and is the system through which most publicly traded
common stock is held in the United States. However, the laws of some
jurisdictions require some purchasers of securities to take physical delivery of
their securities in definitive form. These laws may impair the ability to
transfer book-entry securities.
A beneficial owner of book-entry securities represented by a global
security may exchange the securities for definitive (paper) securities only if:
o DTC is unwilling or unable to continue as depositary for such global
security and we do not appoint a qualified replacement for DTC
within 90 days; or
o We in our sole discretion decide to allow some or all book-entry
securities to be exchangeable for definitive securities in
registered form.
Unless we indicate otherwise, any global security that is exchangeable
will be exchangeable in whole for definitive securities in registered form, with
the same terms and of an equal aggregate principal amount. Definitive securities
will be registered in the name or names of the person or persons specified by
DTC in a written instruction to the registrar of the securities. DTC may base
its written instruction upon directions that it receives from its participants.
In this prospectus, for book-entry securities, references to actions
taken by security holders will mean actions taken by DTC upon instructions from
its participants, and references to payments and notices of redemption to
security holders will mean payments and notices of redemption to DTC as the
registered holder of the securities for distribution to participants in
accordance with DTC's procedures.
DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform Commercial Code and a
clearing agency registered under section 17A of the Securities Exchange Act of
1934. The rules applicable to DTC and its participants are on file with the SEC.
We will not have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interest in the book-entry securities or for maintaining, supervising or
reviewing any records relating to the beneficial ownership interests.
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DESCRIPTION OF COMMON STOCK PURCHASE CONTRACTS AND
COMMON STOCK PURCHASE UNITS
We may issue stock purchase contracts, representing contracts entitling
or obligating holders to purchase from us, and us to sell to the holders, a
specified number of shares or amount of common stock at a future date or dates.
The price per share of common stock may be fixed at the time each contract is
issued or may be determined by reference to a specific formula set forth in the
contract. Each common stock purchase contract may be issued separately or as a
part of a unit, which is referred to in this prospectus as a "common stock
purchase unit," each consisting of a common stock purchase contract and, as
security for the holder's obligation to purchase the common stock under the
contract, the following:
o our senior debt securities or subordinated debt securities described
under "Description of Debt Securities;"
o debt obligations of third parties, including U.S. Treasury
securities;
o any other asset as security described in the applicable prospectus
supplement; or
o any combination of the foregoing.
Each common stock purchase contract may require us to make periodic
payments to the holder of the common stock purchase unit or vice versa, and such
payments may be unsecured or prefunded on some basis discussed in the applicable
prospectus supplement. Each common stock purchase contract may require holders
to secure their obligations thereunder in a specified manner and, in certain
circumstances, we may deliver a newly issued prepaid common stock purchase
contract, which is referred to as a "prepaid security," upon release to a holder
of any collateral securing such holder's obligations under the original
contract.
The applicable prospectus supplement will describe the terms of any
common stock purchase contract or common stock purchase unit and, if applicable,
prepaid security. The description in the prospectus supplement will not purport
to be complete and will be qualified in its entirety by reference to the
contracts, units, the collateral arrangements and depositary arrangements, if
applicable, relating to such contracts or units and, if applicable, the prepaid
securities and the documents pursuant to which such prepaid securities will be
issued. The applicable prospectus supplement will also describe the material
United States federal income tax considerations applicable to the common stock
purchase contracts and common stock purchase units.
21
PLAN OF DISTRIBUTION
We may sell the securities that we may offer by this prospectus:
o directly to one or more purchasers;
o through agents;
o to and through one or more underwriters;
o to and through one or more dealers; or
o through a combination of any such method of sale.
The distribution of securities pursuant to any applicable prospectus
supplement may be effected from time to time in one or more transactions either:
o at a fixed price or prices which may be changed;
o at market prices prevailing at the time of sale;
o at prices related to such prevailing market prices; or
o at negotiated prices.
We will describe in the prospectus supplement, the particular terms of
the offering of the securities, including the following: the names of any
underwriters, the purchase price and the proceeds we will receive from the sale,
any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers, any securities exchanges on which the
securities of the series may be listed, and any other information we think is
important.
Securities may be sold directly by us or through agents designated by
us from time to time. Any agent, who may be deemed to be an "underwriter" as
that term is defined in the Securities Act of 1933, as amended, or the
Securities Act, involved in the offer or sale of the securities for which this
prospectus is delivered will be named, and any commissions payable by us to that
agent will be set forth, in the prospectus supplement. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a best
efforts basis for the period of its appointment.
One or more firms, referred to as "remarketing firms," may also offer
or sell the securities, if the prospectus supplement so indicates, in connection
with a remarketing arrangement upon their purchase. Remarketing firms will act
as principals for their own accounts or as agents for us. These remarketing
firms will offer or sell the securities in accordance with the terms of the
securities. The prospectus supplement will identify any remarketing firm and the
terms of its agreement, if any, with us and will describe the remarketing firm's
compensation. Remarketing firms may be deemed to be underwriters in connection
with the securities they remarket. Remarketing firms may be entitled under
agreements that may be entered into with us to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for us in
the ordinary course of business.
If an underwriter is, or underwriters are, utilized in the sale of
securities, we will execute an underwriting agreement with such underwriters at
the time of such sale to them. The securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, either at a fixed public
offering price, or at varying prices determined at the time of sale. The
securities may be either offered to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
22
If a dealer is utilized in the sale of securities, we will sell the
securities to the dealer, as principal. The dealer, who may be deemed to be an
"underwriter" may then resell the securities to the public at varying prices to
be determined by such dealer at the time of resale. Any initial offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Underwriters, dealers and agents may be entitled, under agreements that
may be entered into with us, to indemnification by us against civil liabilities
arising out of this prospectus, including liabilities under the Securities Act,
or to contribution for payments which the agents or underwriters may be required
to make relating to those liabilities. Any agents and underwriters may be
customers of, engage in transactions with, or perform services for, us in the
ordinary course of business.
If so indicated in the applicable prospectus supplement, we will
authorize underwriters, dealers or other persons to solicit offers by certain
institutions to purchase the securities from us pursuant to contracts providing
for payment and delivery on a future date or dates set forth in the applicable
prospectus supplement. Institutions with which such contracts may be made may
include, but are not limited to, commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others. The obligations of any purchaser under any such
contract will not be subject to any conditions except that the purchase of any
securities shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject, and if any of the securities
being offered are also sold to underwriters, we shall have sold to such
underwriters the securities not for delayed delivery. The underwriters, dealers
and such other persons will not have any responsibility with respect to the
validity or performance of such contracts. The prospectus supplement relating to
such contracts will set forth the price to be paid for the securities pursuant
to such contracts, the commissions payable for solicitation of such contracts
and the date or dates in the future for delivery of offered shares pursuant to
such contracts.
To facilitate an offering of the securities, certain persons
participating in the offering may engage in transactions that stabilize,
maintain, or otherwise affect the price of the shares. This may include
over-allotments or short sales of the shares, which involves the sale by persons
participating in the offering of more shares than we have sold to them. In such
circumstances, such persons would cover the over-allotments or short positions
by purchasing in the open market or by exercising the over-allotment option
granted to such persons. In addition, such persons may stabilize or maintain the
price of our securities by bidding for or purchasing any of our securities in
the open market or by imposing penalty bids, whereby selling concessions allowed
to dealers participating in any such offering may be reclaimed if shares that
they sold are repurchased in connection with stabilization transactions. The
effect of these transactions may be to stabilize or maintain the market price of
the shares at a level above that which might otherwise prevail in the open
market. Such transactions, if commenced, may be discontinued at any time.
Any series of securities may be a new issue of securities with no
established trading market. Any underwriter may make a market in the securities,
but will not be obligated to do so, and may discontinue any market making at any
time without notice. We cannot and will not give any assurances as to the
liquidity of the trading market for any of our securities.
23
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. You may also obtain our SEC filings from the SEC's
website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. Statements made in this prospectus as to the
contents of any contract, agreement or other documents are not necessarily
complete, and, in each instance, we refer you to a copy of such document filed
as an exhibit to the registration statement, of which this prospectus is a part,
or otherwise filed with the SEC. The information incorporated by reference is
considered to be part of this prospectus. When we file information with the SEC
in the future, that information will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until we sell all of the securities
covered by this prospectus:
o Our Annual Report on Form 10-K for the fiscal year ended December
31, 2002, including portions of our 2002 Annual Report to
Shareholders and our definitive Proxy Statement for the 2003 Annual
Meeting of Shareholders incorporated therein by reference;
o Our Current Report on Form 8-K filed on January 14, 2003; and
o The description of our common stock set forth in our Registration
Statement on Form 8-A, including any amendments or reports filed for
the purpose of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at:
Philadelphia Suburban Corporation
762 W. Lancaster Avenue
Bryn Mawr, PA 19010-3489
Telephone: 610-527-8000
Attention: Roy H. Stahl, Corporate Secretary
You should rely only on the information contained in or incorporated by
reference in this prospectus and any supplements to this prospectus. We have not
authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. You
should not assume that the information provided in this prospectus or
incorporated by reference in this prospectus is accurate as of any date other
than the date on the front of this prospectus or the date of those documents.
Our business, financial condition, results of operations and prospects may have
changed since those dates.
24
LEGAL MATTERS
The validity of the securities that may be offered hereby will be
passed upon for us by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference to the Annual Report on Form 10-K for the year ended December 31,
2002 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
25
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth an estimate of the costs and expenses
payable by Philadelphia Suburban Corporation in connection with the offerings
described in this registration statement. In addition to the costs and expenses
estimated below, we may pay any selling commissions and brokerage fees and any
applicable fees and disbursements with respect to securities registered by this
prospectus that we sell, but these fees cannot be predicted with any certainty
at this time. All of the amounts shown are estimates except the Securities and
Exchange Commission ("SEC") registration fee.
Securities and Exchange Commission registration fee.......... $ 20,225
Printing..................................................... 145,000
Accounting services.......................................... 95,000
Legal services............................................... 235,000
Trustee services............................................. 39,250
Rating agency fees........................................... 50,000
Miscellaneous................................................ 60,000
---------
Total................................................... $ 644,475
=========
Item 15. Indemnification of Directors and Officers
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), provide that, unless otherwise restricted in its
bylaws, a business corporation may indemnify directors and officers against
liabilities they may incur as such provided that 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. Section 1743 of the BCL requires a business corporation to
indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the 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. This Section also provides that a director may not
be relieved of liability for the payment of taxes pursuant to any federal, state
or local law or of liability or responsibility under a criminal statute. Section
4.01 of the Registrant's bylaws limits the liability of any director of the
Registrant 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. Article VII of the
Registrant's bylaws provides indemnification of directors, officers and other
agents of the Registrant broader than the indemnification permitted by Section
1741 of the BCL and pursuant to the authority of Section 1746 of the BCL.
Article VII of the bylaws provides, except as expressly prohibited by
law, an unconditional right to indemnification for expenses and any liability
paid or incurred by any director or officer of the Registrant, or any other
person designated by the board of directors as an indemnified representative, in
connection with any actual or threatened claim, action, suit or proceeding
(including derivative suits) in which he or she may be involved by reason of
being or having been a director, officer, employee or agent of the Registrant
or, at the request of the Registrant, of another corporation, partnership, joint
venture, trust, employee benefit plan or other entity. The bylaws specifically
authorize indemnification against both judgments and amounts paid in settlement
of derivative suits, unlike Section 1742 of the BCL which authorizes
indemnification only of expenses incurred in defending and in settlement of a
derivative action. In addition, Article VII of the bylaws also allows
indemnification for punitive damages and liabilities incurred under the federal
securities laws.
Unlike the provisions of BCL Sections 1741 and 1742, Article VII does
not require the Registrant to determine the availability of indemnification by
the procedures or the standard of conduct specified in Sections 1741 or 1742 of
the BCL. A person who has incurred an indemnifiable expense or liability has a
right to be indemnified independent of any procedures or determinations that
would otherwise be required, and that right is enforceable against the
Registrant as long as indemnification is not prohibited by law. To the extent
indemnification is permitted only for a portion of a liability, the bylaw
provisions require the Registrant to indemnify such portion. If the
indemnification provided for in Article VII is unavailable for any reason in
respect of any liability or portion thereof, the bylaws require the Registrant
to make a contribution toward the liability. Indemnification rights under the
bylaws do not depend upon the approval of any future board of directors.
Section 7.04 of the Registrant's bylaws also authorizes the Registrant
to further effect or secure its indemnification obligations by entering into
indemnification agreements, maintaining insurance, creating a trust fund,
granting a security interest in its assets or property, establishing a letter of
credit, or using any other means that may be available from time to time.
Section 1747 of the BCL also enables a business corporation to purchase and
maintain insurance on behalf of a person who is or was serving as a
representative of the corporation or is or was serving at the request of the
corporation as a representative of another entity against any liability asserted
against that representative in his capacity as such, whether or not the
corporation would have the power to indemnify him against that liability under
the BCL.
The Registrant maintains, on behalf of its directors and officers,
insurance protection against certain liabilities arising out of the discharge of
their duties, as well as insurance covering the Registrant for indemnification
payments made to its directors and officers for certain liabilities. The
premiums for such insurance are paid by the Registrant.
Item 16. Exhibits
The exhibits filed as part of this registration statement are as
follows:
Exhibit
Number Description
-------- --------------------------------------------------------------------------
1.1** Form of Underwriting Agreement.
4.1 Restated Articles of Incorporation (as of May 17, 2001) (filed as exhibit 3.11 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001 (the "2001 10-K") and incorporated
herein by reference).
4.2 Rights Agreement, dated as of March 1, 1998 between Philadelphia Suburban Corporation and BankBoston,
N.A., as Rights Agent (filed as exhibit 4.25 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 and incorporated herein by
reference).
4.3 Indenture of Mortgage dated as of January 1, 1941 between Philadelphia Suburban Water Company and The
Pennsylvania Company for Insurance on Lives and Granting Annuities (now First Pennsylvania Bank,
N.A.), as Trustee, with supplements thereto through the Twentieth Supplemental Indenture dated as of
August 1, 1983 (filed as exhibits 4.1 through 4.16 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1983 and incorporated herein by reference).
4.4 Agreement to furnish copies of other long-term debt instruments (filed as exhibit 4.7 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by
reference).
4.5 Twenty-first Supplemental Indenture dated as of August 1, 1985 (filed as exhibit 4.2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1985 and incorporated herein by
reference).
4.6 Twenty-second Supplemental Indenture dated as of April 1, 1986 (filed as exhibit 4.3 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1986 and incorporated herein by
reference).
4.7 Twenty-third Supplemental Indenture dated as of April 1, 1987 (filed as exhibit 4.4 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1987 and incorporated herein by
reference).
4.8 Twenty-fourth Supplemental Indenture dated as of June 1, 1988 (filed as exhibit 4.5 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1988 and incorporated herein by
reference).
4.9 Twenty-fifth Supplemental Indenture dated as of January 1, 1990 (filed as exhibit 4.6 to
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 and incorporated
herein by reference).
4.10 Twenty-sixth Supplemental Indenture dated as of November 1, 1991 (filed as exhibit 4.12 to
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991 and incorporated
herein by reference).
4.11 Twenty-seventh Supplemental Indenture dated as of June 1, 1992 (filed as exhibit 4.14 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by
reference).
4.12 Twenty-eighth Supplemental Indenture dated as of April 1, 1993 (filed as exhibit 4.15 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by
reference).
4.13 Twenty-ninth Supplemental Indenture dated as of March 30, 1995 (filed as exhibit 4.17 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 and incorporated herein by
reference).
4.14 Thirtieth Supplemental Indenture dated as of August 15, 1995 (filed as exhibit 4.18 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 and incorporated herein by
reference).
4.15 Thirty-first Supplemental Indenture dated as of July 1, 1997 (filed as exhibit 4.22 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by
reference).
4.16 Thirty-second Supplement Indenture, dated as of October 1, 1999 (filed as exhibit 4.26 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and incorporated
herein by reference).
4.17 Thirty-third Supplemental Indenture, dated as of November 15, 1999 (filed as exhibit 4.27 to
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and incorporated
herein by reference).
4.18 Thirty-fourth Supplemental Indenture, dated as of October 15, 2001 (filed as exhibit 4.21 to
Registrant's 2001 10-K and incorporated herein by reference).
4.19 Thirty-fifth Supplemental Indenture, dated as of January 1, 2002 (filed as exhibit 4.22 to
Registrant's 2001 10-K and incorporated herein by reference).
4.20 Thirty-sixth Supplemental Indenture, dated as of June 1, 2002 (filed as exhibit 4.23 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 and incorporated herein by
reference).
4.21 Thirty-seventh Supplemental Indenture, dated as of December 15, 2002 (filed as exhibit 4.23 to
Registrant's 2002 10-K and incorporated herein by reference).
4.22 Revolving Credit Agreement between Philadelphia Suburban Water Company and PNC Bank National
Association, First Union National Bank, N.A., Mellon Bank, N.A. dated as of December 22, 1999 (filed
as exhibit 4.27 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1999 and incorporated herein by reference).
4.23 First Amendment to Revolving Credit Agreement dated as of November 28, 2000, between Philadelphia
Suburban Water Company and PNC Bank, National Association, First Union National Bank, N.A.,
Mellon Bank, N.A. dated as of December 22, 1999 (filed as exhibit 4.19 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and incorporated herein
by reference).
4.24 Second Amendment to Revolving Credit Agreement dated as of December 18, 2001, between
Philadelphia Suburban Water Company (and its successor Pennsylvania Suburban Water Company) and PNC
Bank, National Association, Citizens Bank of Pennsylvania, First Union National Bank, N.A.,
Fleet National Bank dated as of December 22, 1999 (filed as exhibit 4.20 to Registrant's 2001 10-K
and incorporated herein by reference).
4.25 Third Amendment to Revolving Credit Agreement dated as of December 16, 2002, between Philadelphia
Suburban Water Company (and its successor Pennsylvania Suburban Water Company), PNC Bank, National
Association, Citizens Bank of Pennsylvania and Fleet National Bank dated as of December 22, 1999
(filed as exhibit 4.25 to Registrant's 2002 10-K and incorporated herein by reference).
4.26 Fourth Amendment to Revolving Credit Agreement dated as of December 24, 2002, between
Philadelphia Suburban Water Company (and its successor Pennsylvania Suburban Water Company),
PNC Bank, National Association, Citizens Bank of Pennsylvania, Fleet National Bank and
National City Bank dated as of December 22, 1999 (filed as exhibit 4.26 to Registrant's
2002 10-K and incorporated herein by reference).
4.27 Credit Agreement dated as of October 25, 2002, between Philadelphia Suburban Water Corporation and
PNC Bank, National Association (incorporated herein by reference to Registrant's 2002 10-K and
incorporated herein by reference).
4.28* Form of senior indenture between Philadelphia Suburban Corporation and Trustee, with respect to
the senior debt securities of Philadelphia Suburban Corporation.
4.29* Form of subordinated indenture between Philadelphia Suburban Corporation and Trustee, with respect
to the subordinated debt securities of Philadelphia Suburban Corporation.
4.30** Statement with respect to shares of Preferred Stock filed with the Commonwealth of Pennsylvania.
5.1** Opinion of Morgan, Lewis & Bockius LLP.
12.1* Statement Regarding Computation of Ratios.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on signature pages).
25.1*** Statement of Eligibility of Trustee on T-1.
__________
* Filed herewith.
** To be filed by amendment or as an exhibit to a document to be incorporated
by reference in the prospectus forming a part of this registration
statement.
*** To be filed pursuant to the Trust Indenture Act of 1939, as amended.
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;
(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
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 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) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Sections 13 or 15(d) of 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, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
The undersigned hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act (the "Act") in accordance with the
rules and regulations prescribed by the Securities and Exchange Commission under
Section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Bryn Mawr, Commonwealth of Pennsylvania, on this
3rd day of April, 2003.
PHILADELPHIA SUBURBAN CORPORATION
BY: /s/ Nicholas DeBenedictis
-----------------------------------------
Nicholas DeBenedictis
Chairman and Chief Executive Officer
Each person in so signing below also makes, constitutes and appoints
Roy H. Stahl, Executive Vice President, and David P. Smeltzer, Senior Vice
President, and each of them acting alone, his or her true and lawful
attorney-in-fact, with full power of substitution, to execute and cause to be
filed with the Securities and Exchange Commission pursuant to the requirements
of the Securities Act of 1933, as amended, any and all amendments and
post-effective amendments to this Registration Statement, and including any
Registration Statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, with
exhibits thereto and other documents in connection therewith, 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- -----
/s/ Nicholas DeBenedictis Director, Chairman and Chief Executive April 3, 2003
---------------------------- Officer (Principal Executive Officer)
Nicholas DeBenedictis
/s/ David P. Smeltzer Senior Vice President-- Finance and April 3, 2003
---------------------------- Chief Financial Officer (Principal
David P. Smeltzer Financial and Accounting Officer)
/s/ Mary C. Carroll Director April 3, 2003
----------------------------
Mary C. Carroll
/s/ G. Fred DiBona, Jr. Director April 3, 2003
----------------------------
G. Fred DiBona, Jr.
/s/ Richard H. Glanton Director April 3, 2003
----------------------------
Richard H. Glanton, Esq.
/s/ Alan R. Hirsig Director April 3, 2003
----------------------------
Alan R. Hirsig
/s/ John F. McCaughan Director April 3, 2003
----------------------------
John F. McCaughan
/s/ John E. Menario Director April 3, 2003
----------------------------
John E. Menario
/s/ Richard L. Smoot Director April 3, 2003
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Richard L. Smoot