As filed with the Securities and Exchange Commission on December 15, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
REGISTRATION STATEMENT
ON FORM S-3
Under
THE SECURITIES ACT OF 1933
--------------------
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 Lancaster Avenue
Bryn Mawr, PA 19010
(215) 527-8000
------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------
ROY H. STAHL
Philadelphia Suburban Corporation
Senior Vice President and General Counsel
762 Lancaster Avenue
Bryn Mawr, PA 19010
(610) 527-8000
---------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies to:
N. JEFFREY KLAUDER
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
Approximate date of commencement of proposed sale to the public: As soon as
practicable 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. |X|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
Pursuant to Rule 416 under the Securities Act, this Registration Statement, as
amended, covers shares of Common Stock, par value $.50 per share, of the
Registrant as a result of the three-for-two stock split effective on July 10,
1996.
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share* aggregate offering price* registration fee
- - --------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.50 per share (1) 400,000 $25.41 $12,705,000 $3,747.98
==========================================================================================================================
(1) Includes associated purchase rights
(*) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices of shares of Common Stock on December 9,
1997, as reported on the New York Stock Exchange.
--------------------
Pursuant to Rule 429, the Prospectus which forms a part of this
Registration Statement shall also relate to shares of Common Stock registered
for issuance and sale pursuant to the Company's earlier Registration Statements
on Form S-3 (File No. 33-54292), Form S-3 (File No. 33-54941) and Form S-3 (File
No. 33-64281).
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, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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TABLE OF CONTENTS
Page
----
Plan Overview................................................................3
A Summary of Important Plan Features.........................................3
Administration...............................................................4
Participation................................................................5
Enrollment...................................................................5
Dividend Reinvestment........................................................6
Electronic Deposit of Cash Dividends.........................................7
Optional Cash Investments....................................................7
Purchase and Source of Shares................................................8
Price of Shares..............................................................8
Sale of Shares...............................................................9
Individual Retirement Accounts...............................................9
Safekeeping of Certificates and Book Entry..................................10
Tracking Your Investment....................................................10
Obtaining a Stock Certificate...............................................11
Gifts and Transfers.........................................................11
Dividend Payment and Record Dates...........................................12
Termination of Participation................................................12
Taxes.......................................................................12
Voting......................................................................13
Holding of Stock Splits and Other Distributions.............................13
Changes to the Plan.........................................................13
Responsibilities of PSC and the Administrator...............................14
Use of Proceeds.............................................................14
Independent Accountants and Counsel.........................................14
Where You can Find More Information.........................................15
2
PROSPECTUS
PHILADELPHIA SUBURBAN CORPORATION
DIVIDEND REINVESTMENT AND DIRECT
STOCK PURCHASE PLAN
This is the dividend reinvestment and direct stock purchase plan of Philadelphia
Suburban Corporation. This plan provides for a convenient and economical way to
acquire shares of our Common Stock.
o You do not need to be one of our existing shareholders to participate in
the Plan.
o This Plan gives you a convenient, systematic way to purchase our Common
Stock.
o You can increase your ownership by reinvesting dividends at a 5% discount
and by making optional cash investments with fees paid by the Company.
o You can own and transfer shares without holding certificates.
o Plan for your future by purchasing your shares through an IRA with fees
paid by the Company.
The Securities and Exchange Commission has not approved or disapproved 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 ____________1998.
3
Plan Overview
This is the Philadelphia Suburban Corporation Dividend Reinvestment and Direct
Stock Purchase Plan (the "Plan"). This Plan provides you with a convenient and
economical way to purchase shares of the Company's Common Stock and to reinvest
your cash dividends in additional shares. The Plan has various features and you
can select those features that meet your investment needs.
The Plan is designed for long-term investors who wish to invest and build their
share ownership over time. Unlike an individual stock brokerage account, the
timing of purchases and sales is subject to the provisions of the Plan.
If you participated in the Company's prior Customer Stock Purchase Plan or
Dividend Reinvestment and Optional Stock Purchase Plan, you are automatically
enrolled in the Plan unless you give notice to the contrary. You can withdraw
from the Plan at any time and receive either a stock certificate and/or cash for
the balance of your account.
Please read this prospectus carefully. If you would like to participate in the
Plan, complete the enclosed Enrollment Form and mail it to Chase Manhattan Bank
(the "Administrator") in the postage-paid envelope provided for your
convenience.
A Summary of Important Plan Features
o Anyone Can Participate. You may participate in the Plan if you own PSC
common stock that is registered in your name. You may also participate by
making an initial minimum investment of $500.
o Automatic Dividend Reinvestment. You can reinvest all or a portion of the
cash dividends received on your first 30,000 shares toward the purchase of
additional shares of our Common Stock, without paying trading fees or
commissions. For purposes of this Plan, the term "full dividend
reinvestment" means the reinvestment of dividends on all shares held by you
under the Plan up to a maximum of 30,000 shares.
o Electronic Deposit of Cash Dividends. You can authorize the Administrator
to deposit your cash dividends directly into your bank account.
4
o Optional Cash Purchases. As a shareholder, you can buy additional shares of
our Common Stock at any time, without paying trading fees or commissions,
for as little as $50.00. The maximum Optional Cash Purchase you may make in
any calendar year is $30,000. You can pay by check or have your payment
automatically withdrawn from your bank account.
o IRA's. You may establish an IRA which invests in Common Stock through the
Plan. The annual maintenance fee will be paid by the Company. IRA
contributions and rollovers do not count against a participant's $30,000
annual investment limitation.
o Full Investment. Full investment of your funds is possible because you will
be credited with both whole shares and fractional shares. Dividends will be
paid not only on whole shares but also proportionately on fractional
shares.
o Safekeeping of Certificates. Shares purchased through the Plan will be held
by the Administrator for safekeeping. You may also deposit your PSC stock
certificates for safekeeping, at no charge.
o Transaction Reporting: You will receive a statement following each
transaction showing the details and your share balance in your Plan
account.
Administration
The Chase Manhattan Bank will administer the Plan and act as Agent for the
participants. The Chase Manhattan Bank has designated its affiliates,
ChaseMellon Shareholder Services, L.L.C. and Chase Securities, Inc., and other
agents to perform certain services for the Plan. These companies will purchase
and hold shares of common stock for Plan participants, keep records, send
statements and perform other duties required by the Plan.
For information about the Plan, you can contact the Administrator by calling
toll-free:
ChaseMellon Shareholder Services: 800-205-8314
Outside the United States call collect: 212-946-7435
Website address: www.chasemellon.com
Send correspondence and all requests except Optional Cash Purchases to:
5
ChaseMellon Shareholder Services
P.O. Box 3338
South Hackensack, NJ 07606-1938
Please include your daytime telephone number.
Send Optional Cash Purchases to:
ChaseMellon Shareholder Services
Optional Cash Purchases
P.O. Box 382009
Pittsburgh, PA 15250-8009
Make check or money order payable to The Chase Manhattan Bank in U.S.
dollars. Please use the transaction stub at the bottom of your statement.
6
Participation
o If you have one share of our Common Stock registered in your name, you are
eligible to participate in the Plan.
o New investors who would like to become participants in the Plan may join by
making a minimum Optional Cash Purchase of $500.
Enrollment
o If you already own our Common Stock and the shares are registered in your
name, fill out the Enrollment Form and return it to the Administrator.
o Even if you own shares of our Common Stock but they are held in the name of
a bank or broker (that is, in "street name"), there is an easy way to
become a Plan participant. Simply ask to have some or all of your shares
registered in your name. At least one share needs to be transferred into
your name before you become eligible to participate.
o If you do not own our Common Stock, or if you wish to establish a separate
account, fill out the Enrollment Form and return it to the Administrator.
Enclose a check or money order, in U.S. dollars, for at least $500.
If you have participated in our Customer Stock Purchase Plan or Dividend
Reinvestment and Optional Stock Purchase Plan you will continue to be enrolled
in the Plan. You do not need to send in an enrollment form or take any other
action unless you want to make a change in you selections under the Plan, or to
terminate your participation.
7
Dividend Reinvestment
You may choose to reinvest all or a portion of the dividends paid on your first
30,000 shares of our Common Stock. Your dividends will be used to buy additional
shares of our Common Stock at a 5% discount from the prevailing market price
(see "Price of Shares" on page 10).
o Full Dividend Reinvestment. Your cash dividends received on shares you own
up to 30,000 shares will be used to buy additional shares for you.
o Partial Dividend Reinvestment. If you do not want full dividend
reinvestment, select a lower number of shares on which you want your
dividends to be reinvested.
If you do not indicate which reinvestment option you want on the enrollment
form, you will be automatically enrolled in full dividend reinvestment.
The Administrator must receive your instructions at least two weeks prior to the
dividend record date in order to ensure that your next dividend will be
reinvested.
The 30,000 share reinvestment limitation does not apply to the Company's pension
plan or any of its other employee benefit plans.
8
Electronic Deposit of Cash Dividends
If you are receiving all or a portion of your dividends in cash, you may have
them electronically deposited into your bank account by completing the
appropriate sections of the Enrollment Form or by mailing a voided check or
deposit slip to the Administrator. This feature may be changed or discontinued
at any time by notifying the Administrator. If you change your bank account and
fail to notify the Administrator of the change, you will be charged a $25.00
service fee by the Administrator.
Optional Cash Purchases
Existing shareholders may buy additional shares of our Common Stock at any time
by investing at least $50. Your total Option Cash Purchase may not exceed
$30,000 in a calendar year. Interest will not be paid on amounts held pending
investment.
o By check or money order. Mail your check or money order and the transaction
stub from the bottom of your account statement to the address on the
statement. Do not send cash. A $25 fee will be charged against your account
by the Administrator for a check that is returned for insufficient funds.
o By automatic withdrawal from your bank account. Funds will be deducted from
your bank account on the first business day of each month. If this date
falls on a bank holiday, funds will be deducted on the next business day.
You must notify the Administrator in writing to change or terminate
automatic withdrawal. A fee of $25 will be charged against your account by
the Administrator for an automatic withdrawal which is not completed due to
insufficient funds.
9
Purchase and Source of Shares
Shares purchased with initial, optional or IRA investments will be purchased by
the Administrator in the open market. The Company will pay all trading fees
incurred for the purchase of shares. The Administrator will invest your funds as
promptly as practicable, at least once each week. In the unlikely event that,
due to unusual market conditions, the Administrator is unable to purchase shares
of our Common Stock within 35 days, the funds will be returned to you by check.
No interest will be paid on funds held by the Administrator pending investment.
Shares purchased with reinvested dividends will be new or treasury shares
purchased directly from the Company. However, we may also have the Administrator
purchase these shares in the open market. If this occurs, we will pay the
trading fees incurred.
Please note that you will not be able to instruct the Agent to purchase shares
at a specific time or at a specific price.
Price of Shares
Open market purchases for initial, optional and IRA investments will be 100% of
the average per share price of shares purchased by the Administrator to satisfy
Plan requirements. If the Administrator purchases shares to meet the dividend
reinvestment requirement in the open market, your price per share will be 95% of
the average price of shares purchased. We will pay all trading fees in
connection with open market purchases.
For original issue or treasury shares purchased from us to meet the dividend
reinvestment requirement under the Plan, your price per share will be 95% of the
average of the daily high and low trading prices quoted on the NYSE-Composite
Transactions listing for the five trading days preceding the dividend payment
date.
10
Sale of Shares
You can sell some or all of the shares held in your Plan account, or any other
eligible book entry shares, by calling the Administrator at 1-800-205-8314 or by
mailing the form attached to your Plan statement. The Company is not responsible
for trading fees incurred in the sale of shares.
The Administrator will sell shares in a timely manner upon receipt of your
instructions. The sale price will be the average price per share received by the
Administrator for all sales made that week for Plan participants. You will
receive the proceeds of the sale, minus a transaction fee per sale and the
brokerage commission on the shares sold (see enclosed Schedule of Plan Service
Fees).
Please note that the Administrator is not able to accept instructions to sell on
a specific day or at a specific price. If you prefer to have complete control
over the exact timing and sales prices, you can withdraw the shares and sell
them through a broker of your own choosing.
Please note that if your total holdings fall below one share, the Administrator
will liquidate the fractional share, remit the proceeds to you, less any
applicable fees, and close your Plan account.
Individual Retirement Accounts ("IRA")
You may establish an IRA of our Common Stock by returning completed IRA
Enrollment Forms together with your contribution to the IRA Trustee. If you are
already a shareholder, you may open an IRA with as little as $50. If you are not
a shareholder, the minimum contribution to open an IRA is $500.
You may also open an IRA to receive a cash rollover or a transfer of PSC shares
from another IRA or qualified retirement plan. The IRA Trustee will invest the
cash rollovers into shares of our Common Stock.
IRA contributions and rollovers will not count against the $30,000 maximum
investment limit under the Plan.
Annual maintenance fees charged by the IRA Trustee will be paid by PSC.
11
If you are interested in opening an IRA or a Roth IRA, you may obtain IRA forms
and a disclosure statement from Dreyfus Investment Services Corporation, which
will administer the IRA. For information, call Dreyfus at its toll-free number,
1-800-243-7549.
Safekeeping of Certificates and Book Entry
For your convenience, shares purchased under the Plan will be maintained by the
Administrator in your name in book-entry form. You may, however, request a stock
certificate from the Administrator at any time, free of charge.
If you are holding certificates for PSC stock, you may use the Plan's
"safekeeping" service to deposit those stock certificates at no cost.
Safekeeping protects your shares against loss, theft or accidental destruction
and provides a convenient way for you to keep track of your shares. Only shares
held in safekeeping may be sold through the Plan.
To use the safekeeping service, send your certificates to the Administrator by
registered mail with written instructions to deposit them in safekeeping.
Tracking Your Investment
The Administrator will send a statement confirming the details of each
transaction you make. If you continue to be enrolled in the Plan, but have no
transactions, the Plan Administrator will mail you an annual statement
reflecting your holdings.
You should notify the Administrator promptly of any change in address since all
notices, statements and reports will be mailed to your address of record.
Please retain your statements to establish the cost basis of shares purchased
under the Plan for income tax and other purposes. A $20 flat fee per year
requested will be charged for all prior year duplicate statement requests.
12
Obtaining a Stock Certificate
To obtain a stock certificate for all or a portion of your full shares, call the
Administrator at 1-800-205-8314 and the certificate will be issued at no cost
to you. If your request involves a fractional share, a check (less any fees) for
the value of the fractional share will be mailed to you.
If you want the certificate issued in a name other than your Plan account
registration, the Administrator may require you to have your signature
guaranteed by a financial institution in the Medallion Guarantee program.
Gifts or Transfer of Shares
You may transfer or give gifts of Common Stock to anyone you choose by:
o making an initial $500 cash investment to establish a new account in the
recipient's name; or
o making an Optional Cash Purchase on behalf of an existing shareholder in
the Plan in an amount not less than $50 nor more than $30,000 in one
calendar year; or
o transferring shares from your account to the recipient.
If you need additional assistance, please call the Administrator at
1-800-205-8314.
Dividend Payment and Record Dates
Normal dividend payment dates are the first day of March, June, September and
December. The record date usually precedes the dividend payment date by 10
business days.
13
In order to be the owner of record and eligible to receive the quarterly
dividend, your shares must have been purchased and the transaction settled three
trading days prior to the record date (the x-dividend date).
Termination of Participation
If you wish to stop reinvesting your dividends, or to stop automatic monthly
investments, call the Administrator at 1-800-205-8314 or use the form attached
to your plan statement. The Administrator must receive your request at least
five business days before the dividend record date or it will not be processed
until after the dividend is reinvested.
Taxes
All dividends paid to you -- whether or not they are reinvested -- are
considered taxable income to you in the year they are paid. The total amount
will be reported to you, and to the Internal Revenue Service, shortly after the
close of each year. This statement will also report as taxable income to you the
trading fees paid by us on your behalf for purchases of shares in the open
market. If you are reinvesting your dividends, the value of the 5% discount from
the purchase price of the shares will also be reported as taxable income.
All shares of stock that are sold through the Administrator will also be
reported to the IRS as required by law. Any profit or loss you incur should be
reflected when you file your income tax returns.
Be sure to keep your statements of account for income tax purposes. If you have
questions about the tax basis of any transactions, please consult your own tax
advisor.
14
Voting
For any shareowner meeting you will receive a proxy that will cover all of our
Common Stock that you hold, both in the Plan and in the form of stock
certificates in the same name. The proxy allows you to indicate how you want
your shares to be voted. We will vote your shares only as you indicate.
Handling of Stock Splits and Other
Distributions
If we declare a stock split or stock dividend, we will credit your account with
the appropriate number of shares on the payment date.
If we decide to distribute shares in book-entry form (rather than certificates),
these shares will be added to your account under this Plan. The Administrator
will serve as custodian of your shares. You will be entitled to all the rights
and privileges outlined in this prospectus.
In the event of a stock subscription or other offering of rights to
shareholders, your rights will be based on your total registered holdings (the
shares held in the Plan plus any shares held by you in the same name). A single
set of materials will be distributed that will allow you to exercise your total
rights.
Changes to the Plan
We may add to or modify the Plan at any time, or suspend or terminate the Plan.
We will send you written notice of any significant changes, suspensions or
termination.
15
Responsibilities of PSC
and the Administrator
Neither PSC nor the Administrator, Chase Manhattan Bank, will be liable for any
act, or for any failure to act, as long as they have made good faith efforts to
carry out the terms of the Plan, as described in this Prospectus. Neither PSC
nor the Administrator can assure you a profit or protect you against a loss on
the shares you purchase under the Plan.
Use of Proceeds
The proceeds from the sale by us of newly-issued or treasury shares offered will
be used for general corporate purposes. All other shares of Common Stock
acquired under the Plan will be purchased in the open market, not from us, and
we will not receive any proceeds from such purchases.
Independent Accountants and Counsel
The consolidated financial statements of Philadelphia Suburban Corporation and
its subsidiaries incorporated by reference or included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, have been audited by
KPMG Peat Marwick LLP, independent certified accountants, as set forth in their
reports thereon incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
Morgan, Lewis & Bockius LLP, our outside counsel, has given its opinion
regarding the validity of the our Common Stock covered by this prospectus.
16
Where You Can Find More Information
The Company files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC's public reference room in Washington D.C.
and at its regional offices in New York and Chicago. You can request copies of
these documents, upon payment of a duplicating fee, by writing to the SEC.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. Our SEC filings are also available to the public
on the SEC Internet site (http://www.sec.gov.).
This prospectus is part of a Registration Statement on Form S-3 that we filed
with the SEC to register the stock offered under the Plan. As allowed by SEC
rules, this Prospectus does not contain all information you can find in the
Registration Statement or the exhibits to the Registration Statement. The SEC
allows us to "incorporate by reference" information into this Prospectus, which
means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by
reference is considered to be part of this prospectus and later information
filed with the SEC will update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, until our offering is completed.
o Annual Reports on Form 10-K for the year ended December 31, 1996.
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June
30, 1997 and September 30, 1997.
o Current Reports on Form 8-K filed on August 7, 1997 and December 3, 1997
and Form S-8 filed on May 7, 1997.
You may request a copy of any documents that we incorporate by reference at no
cost by telephoning 1-610-525-8000 or writing us at the following address:
Philadelphia Suburban Corporation
Shareholder Services
762 W. Lancaster Avenue
Bryn Mawr, PA 19010
You should rely only on the information contained or incorporated by reference
in this Prospectus. We have authorized no one to provide you with difference
information. You should not assume that
17
the information in the Prospectus is accurate as of any date other than the date
of this prospectus (_______________ __, 1998).
II-1
SCHEDULE OF
PLAN SERVICE FEES
Enrollment Fee for New Investors ....................................No Charge
Purchase of Shares ..................................................No Charge*
Sale of Shares (partial or full)
Transaction Fee .....................................$15.00 per transaction
Trading Fee ................................................$0.12 per share
Reinvestment of Dividends ...........................................No Charge
Optional Cash Purchases via check or Automatic Investment ...........No Charge
IRA Annual Maintenance Fee ..........................................No Charge
Gift or Transfer of Shares ..........................................No Charge
Certificate Issuance ................................................No Charge
Safekeeping .........................................................No Charge
Returned Checks or rejected Automatic Investment requests ........$25 per item
Duplicate Statements
Current year .....................................................No Charge
Prior year(s) ........................................$20 flat fee per year
* Trading fees incurred by the Plan for the purchase of shares will be paid
by the Company and will be reported to you as taxable income.
The Administrator will deduct the applicable fees from the proceeds from a sale
of shares held in your account.
Enrollment Form for:
Philadelphia Suburban Corporation
Dividend Reinvestment and Direct Stock Purchase Plan
- - ---------------------------------------------------
This form when completed and signed, should be mailed in the envelope
provided to:
Chase Manhattan Bank, N.A. Are you a current registered shareholder?
YES _______ NO _______
1. Account Registration: Complete either Section A, B, C, or D.
Print clearly in CAPITAL LETTERS.
A. INDIVIDUAL OR JOINT ACCOUNT (Enter only the Social Security number for the
name under which Dividends should be reported.)
Owner's Name:
____________________________________________________________________________
Owner's Social Security Number: Owner's date of birth
(used for tax reporting)
_______________________________ _________/______/_________
Joint Owner's name:
____________________________________________________________________________
Joint Owner's Social Security number The account will be registered as
(used for tax reporting): "Joint Tenants with Rights of
Survivorship" and not as tenants in
____________________________________ common unless you check a box below:
______ Tenants in common
______ Tenants by entirety
______ Community property
- - -------------------------------------------------------------------------------
B. CUSTODIAN ACCOUNT/GIFT TO A MINOR (An Enrollment Form is required for each
minor. Only one custodian per account is allowed.)
Custodian's name:
____________________________________________________________________________
Minor's name:
____________________________________________________________________________
Minor's Social Security number Minor's date of birth:
(required) Month Day Year
____________________________________ ______/_______/________
Custodian's state:
________________________
- - -------------------------------------------------------------------------------
C. TRUST (Please check only one of the trustee types:
______ Person as trustee ______ Organization as trustee
Trustee: Individual or organization name
____________________________________________________________________________
Co-trustee's name, if applicable:
____________________________________________________________________________
Name of trust:
____________________________________________________________________________
For the benefit of:
____________________________________________________________________________
Trust taxpayer identification number Date of trust:
(required) Month Day Year
______ - ___________________________ ______/_______/________
- - -------------------------------------------------------------------------------
D. ORGANIZATION OR BUSINESS ENTITY:
Check one: ______ Corporation ______ Partnership ______ Other
Name of entity:
____________________________________________________________________________
Trust taxpayer identification number
(required)
______ - ___________________________
2. Address
Mailing address (including apartment or box number):
____________________________________________________________________________
____________________________________________________________________________
City: State: Zip:
______________________________________ ________________ ___________-______
Home phone: Work phone:
(______) ______-__________ (______) ______-__________
For mailing address outside the U.S.:
Country of residence: Province: Routing or postal code:
___________________________________ ______________ _______________________
3. Initial/Optional Cash Investment
(Make checks payable to Chase Manhattan Bank, N.A.):
______ As a NEW investor I wish to ______ As a CURRENT registered
enroll in the Plan by making an shareholder I wish to make an
initial investment. Enclosed is my Optional Cash Investment. Enclosed
check or money order for $________. is my check or money order for
(Initial Cash Investments must be $______. (Minimum $50 with the
at least $500, but cannot exceed maximum not to exceed $30,000
$30,000). per year.)
Please allow 2 weeks to receive your account statement. Your cancelled check
serves as your acknowledgement.
NEW INVESTORS MUST COMPLETE SECTIONS 1, 2 & 7.
4. Dividend Reinvestment
You may choose to reinvest all or part of the dividends paid on PSC Common
Stock, up to 30,000 shares. If no box is selected, The Chase Manhattan Bank
will automatically reinvest the dividends paid, up to the 30,000 share
limitation.
_____ Full dividend reinvestment -- reinvest the dividends on ALL shares up
to the 30,000 share limitation.
______ Partial Dividend Reinvestment -- pay cash dividend on ______ full
shares and reinvest the balance.
______ If this is a gift/transfer per page 13 of the prospectus, please check
this box and the account will be automatically enrolled in dividend
reinvestment.
5. Safekeeping
Common Stock certificates deposited for safekeeping in your account must be
in the same registration as your Plan account. Unless otherwise indicated in
Section 4, dividends on all shares deposited for safekeeping will be paid
in cash.
______ Please accept the enclosed certificate(s) for deposit to my account:
certificate number number of shares
________________________________ ________________________________
________________________________ ________________________________
________________________________ ________________________________
________________________________ ________________________________
6. Electronic Dividend Deposits/Automatic Investments
A. AUTHORIZATION AGREEMENT (Please verify that your financial institution
participates in these programs.)
______ Deposit of Cash Dividends Electronically. I hereby authorize to
have my dividends deposited automatically in my checking or savings
account. If this option is not selected, your dividend check will be
automatically mailed to your address of record.
______ Automatic Optional Cash Investment. I hereby choose to make
additional investments in PSC Common Stock by authorizing automatic
monthly deductions from my checking or savings account. Upon receipt of a
properly completed form, the Administrator will deduct the amount
indicated below from your account. These deductions and automatic
investments will continue monthly until you notify Chase Manhattan Bank to
change or discontinue them. Should your account contain insufficient funds
to cover the authorized deduction, no deduction or investment will occur.
In such event, you may be charged a fee by your financial institution for
insufficient funds.
I hereby authorize The Chase Manhattan Bank and the Financial Institution
indicated below to deduct from my account $____.00 per month ($50 minimum)
and apply amounts so deducted toward the purchase of PSC Common Stock
under the account designated. (Note: Deductions will occur on or about the
1st of each month.)
B. Account Information
This information will be used for: ______ Direct Deposit of Dividends
______ Automatic Investments
Please check: TAPE YOUR VOID CHECK OR DEPOSIT SLIP HERE
(PLEASE DO NOT STAPLE)
______ Checking account
______ Savings account Financial institution routing information
For deposits or withdrawals to your checking
account, please tape a voided check so the
Administrator may obtain account information.
For deposits or withdrawals to a savings account,
please tape a reprinted deposit slip.
If neither a voided check or reprinted deposit slip is available, please
complete the boxes below.
Financial institution Financial institution
routing number: account number:
___________________________________ ___________________________________
7. Account Authorization Signature/Substitute Form W-9, W-8 (required)
______ REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (Substitute Form W-9)
I am a U.S. citizen or a resident alien. I certify, under penalties of
perjury, that the Taxpayer Identification or Social Security number in
Section 1 is correct (or I am waiting for a number to be issued to
me). Cross out the following if not true. I am not subject to backup
withholding because: (a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue Service that I am
subject to backup withholding as a result of failure to report all
interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding.
______ CERTIFICATE OF FOREIGN STATUS (Substitute Form W-8)
I am an exempt foreign citizen. ( certify, under penalties of perjury,
that for dividends, I am not a U.S. citizen or resident alien (or I am
filing for a foreign corporation, partnership, estate or trust) and I
am an exempt foreign person. I have entered in Section 2 of this
enrollment form the country where I reside permanently for income tax
purposes.
______ FOR ORGANIZATIONS AND BUSINESS ENTITIES EXEMPT FROM BACKUP
WITHHOLDING
I qualify for exemption and my account will not be subject to tax
reporting and backup withholding.
THE SIGNATURE(S) BELOW INDICATE THAT I/WE HAVE READ THE PHILADELPHIA
SUBURBAN CORPORATION DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE
PLAN'S PROSPECTUS AND AGREE TO THE TERMS.
Signature of account owner(s): Date:
___________________________________________________ ______________
If you need assistance, please call 1-800-205-8314.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby:
Securities and Exchange Commission Registration Fee................. $ 3,748
Printing and Engraving.............................................. 15,000
Accounting Services................................................. 4,000
Legal Services...................................................... 5,000
NYSE Listing Fees................................................... 1,500
PHSE Listing Fees................................................... 1,200
Transfer Agent Fees................................................. 60,000
Miscellaneous....................................................... 2,500
-------
Total...................................................... $92,948
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 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. The corporation is required
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. The statute provides that a director may not be relieved of
liability for the payment of taxes pursuant to any federal, state or local law
or responsibility under a criminal statute. Section 4.01 of the Company's Bylaws
limits the liability of any director of the Company to the fullest extent
permitted by Section 1713 of the BCL.
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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 Company's
Bylaws provides indemnification of directors, officers and other agents of the
Company to the extent not otherwise 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 Company, 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 Company or,
at the request of the Company, 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 authorized
indemnification only of expenses incurred in defending a derivative action.
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 Company to determine the availability of indemnification by the
procedures or the standard of conduct specified in Sections 1741 and 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 Company 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
Company 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 Company 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 Company's Bylaws also authorizes the Company 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.
The Company 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 Company for indemnification payments
made to its directors and officers for certain liabilities. The premiums for
such insurance are paid by the Company.
II-3
Item 16. Exhibits, Financial Statement Schedules and Index to such Exhibits and
Schedules
The exhibits filed as part of this registration statement are as follows:
Exhibit
Number Description
- - ------- -----------
3.1 Amended and Restated Articles of Incorporation (1)
3.2 Bylaws of Registrant (2)
3.3 Amendment to Amended and Restated Articles of Incorporation,
to increase the number of authorized shares (3)
3.4 Amendment to Amended and Restated Articles of Incorporation,
designating Series B Preferred Stock (4)
4.3 Rights Agreement (5)
5.1 Opinion of Morgan, Lewis & Bockius LLP regarding legality of
securities when issued.*
23.1 Consent of Morgan, Lewis & Bockius LLP (included in its
opinion filed as Exhibit 5.1 hereto).
23.2 Consent of KPMG Peat Marwick LLP.*
24.1 Powers of Attorney (included on the signature page).
- - ---------------
* Filed herewith.
(1) Incorporated by reference from the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992,
(Exhibit No. 3.1).
(2) Incorporated by reference from Annual Report on Form 10-K for
the Year Ended December 31, 1992, (Exhibit No. 3.2).
(3) Incorporated by reference from the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1996,
(Exhibit No. 3.3).
(4) Incorporated by reference from the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1996,
(Exhibit No. 3.4).
(5) Incorporated by reference from Current Report on Form 8-K,
dated February 26, 1988 (Exhibit No. 1).
Item 17. Undertakings
(1) The undersigned registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-4
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this
Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that the undertakings set forth in paragraphs 1(i) and
1(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relative 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) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered hereby which remain unsold at the termination of the offering.
(4) The undersigned registrant hereby undertakes that, for the purpose 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered 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.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 15th
day of December, 1997.
PHILADELPHIA SUBURBAN CORPORATION
By: /s/ Nicholas DeBenedictis
--------------------------------
Nicholas DeBenedictis
Chairman and Chief Executive Officer
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.
Each person in so signing also makes, constitutes and appoints Nicholas
DeBenedictis and Michael P. Graham and each of them acting alone, his 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 its to be effective upon
filing pursuant to Rule 462(b) under the Securities Act, 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.
Signature Title Date
- - --------- ----- ----
/s/ Nicholas DeBenedictis Director, Chairman and Chief December 15, 1997
- - ------------------------------ Executive Officer (Principal
Nicholas DeBenedictis Executive Officer)
/s/ Michael P. Graham Senior Vice President -- Finance December 15, 1997
- - ------------------------------ and Treasurer (Principal Financial
Michael P. Graham and Accounting Officer)
/s/ John H. Austin, Jr Director December 15, 1997
- - ------------------------------
John H. Austin, Jr
/s/ G. Fred DiBona Director December 15, 1997
- - ------------------------------
G. Fred DiBona
/s/ John W. Boyer, Jr. Director December 15, 1997
- - ------------------------------
John W. Boyer, Jr.
/s/ Mary C. Carroll Director December 15, 1997
- - ------------------------------
Mary C. Carroll
/s/ Alan R. Hirsig Director December 15, 1997
- - ------------------------------
Alan R. Hirsig
/s/ Richard H. Glanton Director December 15, 1997
- - ------------------------------
Richard H. Glanton
/s/ John F. McCaughan Director December 15, 1997
- - ------------------------------
John F. McCaughan
/s/ Richard J. Smoot Director December 15, 1997
- - ------------------------------
Richard J. Smoot
/s/ Harvey J. Wilson Director December 15, 1997
- - ------------------------------
Harvey J. Wilson
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
- - ------- ------ -------------
5.1 - Opinion of Morgan, Lewis & Bockius LLP
23.1 - Consent of Morgan, Lewis & Bockius LLP
(included as part of Exhibit 5.1)
23.2 - Consent of KPMG Peat Marwick LLP
Exhibit 5.1
December 12, 1997
Philadelphia Suburban Corporation
762 Lancaster Avenue
Bryn Mawr, Pennsylvania 19010
Re: Philadelphia Suburban Corporation - Registration
Statement on Form S-3
------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Philadelphia Suburban Corporation, a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the issuance under the Company's Dividend Reinvestment
and Direct Stock Purchase Plan of up to 400,000 shares (the "Shares") of the
Company's common stock, par value $.50 per share. We have examined such records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Our opinion set forth below is limited to the Business Corporation Law of 1988,
as amended, of the Commonwealth of Pennsylvania.
In our opinion, the Shares, when issued and sold as described in the
Registration Statement, will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Exhibit 23.2
The Board of Directors
Philadelphia Suburban Corporation:
We consent to incorporation by reference in this Registration Statement on Form
S-3 of Philadelphia Suburban Corporation of our report dated February 3, 1997,
relating to the consolidated balance sheets and statements of capitalization of
Philadelphia Suburban Corporation and subsidiaries as of December 31, 1996 and
1995 and the related consolidated statements of income and cash flows for each
of the years in the three-year period ended December 31, 1996 which report is
incorporated by reference in the December 31, 1996 Annual Report of Form 10-K of
Philadelphia Suburban Corporation.
We also consent to the reference to our firm under the heading "Independent
Accountants and Counsel" appearing elsewhere herein.
Philadelphia, Pennsylvania
December 12, 1997
