As filed with the Securities and Exchange Commission on February 18, 2005.
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
AQUA AMERICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
PENNSYLVANIA 23-1702594
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation 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:
LINDA L. GRIGGS
RYAN F. PEARSON
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103-2921
(215) 963-5000
_______________
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, 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. [ ]
_______________
CALCULATION OF REGISTRATION FEE
------------------------------------ ------------------- ------------------- ------------------------ ---------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (2) PER UNIT (3) OFFERING PRICE REGISTRATION FEE (1)
------------------------------------ ------------------- ------------------- ------------------------ ---------------------
Common Stock, par value $.50 per
share (1)........................ 5,000,000 shares $24.21 $121,050,000 $14,248
---------------------------------------------------------------------------------------------------------------------------
(1) Includes rights to purchase shares of our Series A Junior Participating
Preferred Stock pursuant to the First Amended and Restated Rights Agreement
dated February 20, 2004. 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) Pursuant to Rule 416(a), this registration statement also registers an
indeterminate number of additional shares of common stock as may be issued
with respect to the shares registered hereunder from time to time as a
result of stock splits, stock dividends or similar transactions.
(3) Pursuant to Rule 457(c), the proposed maximum offering price per share is
based on the average of the high and low sales prices of the common stock,
as reported on the New York Stock Exchange on February 14, 2005.
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.
Aqua America, Inc. Dividend Reinvestment and Direct Stock Purchase Plan
5,000,000 Shares of Common Stock
- You do not need to be one of our existing shareholders to participate in
the Plan.
- The Plan gives you a convenient, systematic way to purchase our common
stock.
- You can increase your ownership by reinvesting dividends at a 5% discount
and by making optional cash investments with brokerage fees and
commissions paid by us.
- You can own and transfer shares without holding certificates.
- You can purchase shares through an IRA with a portion of the annual
maintenance fee paid by us.
IMPORTANT NOTE: Sales of shares through the Plan are subject to fees and
commission charges for which you will be responsible. Please see the "Costs"
section of this prospectus for further details regarding these fees and
commission charges.
Our common stock is listed on the New York Stock Exchange and the Philadelphia
Stock Exchange under the symbol "WTR." Our principal executive office is located
at 762 W. Lancaster Avenue, Bryn Mawr, Pennsylvania 10901-3489 and our telephone
number is 610-527-8000.
Neither the Securities and Exchange Commission nor any state securities
commission has 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 February , 2005.
TABLE OF CONTENTS
PAGE
Plan Overview........................................................ 1
Forward-Looking Statements........................................... 1
A Summary of Important Plan Features................................. 2
Administration....................................................... 4
Internet Access...................................................... 4
Participation and Enrollment......................................... 5
Dividend Reinvestment................................................ 5
Electronic Deposit of Cash Dividends................................. 6
Optional Cash Investments............................................ 6
Purchase and Source of Shares........................................ 8
Price of Shares...................................................... 8
Sale of Shares....................................................... 8
Individual Retirement Accounts ("IRA")............................... 9
Safekeeping of Certificates and Book Entry........................... 9
Tracking Your Investment............................................. 10
Obtaining a Stock Certificate........................................ 10
Transfers............................................................ 11
Dividend Payment and Record Dates.................................... 11
Termination of Participation......................................... 11
Minimum Account...................................................... 11
Costs................................................................ 12
Taxes................................................................ 12
Voting............................................................... 12
Handling of Stock Splits and Other Distributions..................... 12
Changes to the Plan.................................................. 13
Responsibilities of Aqua America, Inc. and the Administrator......... 13
Use of Proceeds...................................................... 13
Experts.............................................................. 13
Antidilution Provision............................................... 13
Where You Can Find More Information.................................. 14
PLAN OVERVIEW
The Aqua America, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the
"Plan") provides you with a convenient and economical way to purchase shares of
our 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.
Please read this prospectus carefully. If you are a shareholder of record with a
minimum of 5 shares in your account, and wish to participate in the Plan, please
sign and execute a Dividend Reinvestment and Direct Stock Purchase Plan
Authorization Form (the "Authorization Form"). Investors wishing to make an
initial investment of not less than $500 should complete the Dividend
Reinvestment and Direct Stock Purchase Plan Enrollment Form (the "Enrollment
Form"). Either form, when completed, should be mailed to EquiServe Trust
Company, N.A. (the "Administrator") in the envelope provided for your
convenience.
You can also enroll in the Plan and access your Plan account through the
Internet at the Administrator's web site, www.equiserve.com, at any time. In
addition, you can authorize one-time initial and subsequent optional cash
investments or establish recurring automatic withdrawals from your U.S. bank
account.
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus, or incorporated by reference into 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 and are 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
"in the future," "believes," "expects," "anticipates," "plans" or similar
expressions, or the negative thereof. Forward-looking statements in this
prospectus, or incorporated by reference into this prospectus, include, but are
not limited to, statements regarding:
- the availability of Internet access to the Administrator's web site;
- projected capital expenditures and related funding requirements;
- developments and trends in the water and wastewater utility industries;
- dividend payment projections;
- opportunities for future acquisitions and success of pending acquisitions;
- the capacity of our water supplies and facilities;
- the development of new services and technologies by us or our competitors;
- the availability of qualified personnel;
- general economic conditions;
- acquisition-related costs and synergies;
- recovery of capital expenditures and expenses in rates;
- future financing plans; and
- future pension contributions.
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:
- changes in general economic, business and financial market conditions;
- changes in government regulations and policies, including environmental
and public utility regulations and policies;
- changes in environmental conditions, including those that result in water
use restrictions;
- abnormal weather conditions;
- changes in capital requirements;
- changes in credit rating;
- our ability to integrate business, technologies or services which we may
acquire;
- our ability to manage the expansion of our business;
- the extent to which we are able to develop and market new and improved
services;
- the effect of the loss of major customers;
- our ability to retain the services of key personnel and to hire qualified
personnel as we expand;
- unanticipated capital requirements;
- increasing difficulties in obtaining insurance and increased cost of
insurance;
- cost overruns relating to improvements or the expansion of our operations;
and
- 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 and the documents
that we incorporate by reference into this prospectus 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. As you read this prospectus and the
documents that we incorporate by reference into this prospectus, you should pay
particular attention to the "Risk Factors" included in our most recent Annual
Report on Form 10-K.
A SUMMARY OF IMPORTANT PLAN FEATURES
- Participation. You may participate in the Plan if you own at least 5
shares of Aqua America common stock that are registered in your name. You
may also participate by making an initial minimum investment of at least
$500 through automatic withdrawal from your U.S. bank account, by check or
by a one-time online bank debit through the Buy Stock Direct option on
EquiServe's web site, www.equiserve.com. All U.S. citizens are eligible to
join the Plan, whether or not they are currently shareholders. Foreign
citizens are eligible to participate as long as their participation would
not violate any laws in their home countries or other non-U.S. laws.
2
- Automatic Dividend Reinvestment. You can reinvest all or a portion of the
cash dividends received on your first 100,000 shares toward the purchase
of additional shares of our common stock, without paying trading fees or
commissions. For purposes of the Plan, the term "full dividend
reinvestment" means the reinvestment of dividends on all shares held by
you in your name under the Plan up to a maximum of 100,000 shares.
- Electronic Deposit of Cash Dividends. You can authorize the Administrator
to deposit your cash dividends directly into your U.S. bank account.
- Optional Cash Investments. As a shareholder, you can buy additional shares
of our common stock at any time for as little as $50. The maximum optional
cash investment you may make in any calendar year is $250,000. You can pay
by check or by a one-time online bank debit through the Buy Stock Direct
option on EquiServe's web site, www.equiserve.com, or have your payment
automatically withdrawn from your U.S. bank account.
- IRAs. You may establish a traditional IRA, a Roth IRA or a Coverdell
Education Savings Account which invests in common stock through the Plan.
IRA contributions and rollovers do not count against a participant's
$250,000 annual investment limitation. There is an annual maintenance fee
of $45.00 charged by the IRA and Coverdell Education Saving Account
Trustee, which we will pay for the first calendar year in which you
participate. In all subsequent years, twenty-five dollars ($25.00) of this
annual fee will be charged to you, with the balance paid by us.
- Full Investment. Full investment of your funds is possible because any
initial investment and optional cash investments will be used to buy whole
and fractional shares. In addition, the full dividend earned on your
shares (up to the first 100,000 shares you own), including fractional
shares, will be reinvested or paid out as you designate.
- Safekeeping of Certificates. Shares purchased through the Plan for which
you request certificates to be issued will be held by the Administrator
for safekeeping. You may also deposit any Aqua America, or previously
named Philadelphia Suburban Corporation, stock certificates that you hold
for safekeeping, at no charge.
- Transaction Reporting. You will receive a statement following each
transaction showing the details of, and your share balance in, your Plan
account.
- Internet Account Access. You can also enroll in the Plan and access your
Plan account through the Internet at the Administrator's web site,
www.equiserve.com, at any time. In addition, you can authorize one-time
initial and subsequent optional cash investments or establish recurring
automatic withdrawals from your U.S. bank account.
3
ADMINISTRATION
EquiServe Trust Company, N.A. a federally chartered trust institution,
administers the Plan and acts as Agent for the participants. EquiServe, Inc., an
affiliate of EquiServe and a transfer agent registered with the Securities and
Exchange Commission, acts as service agent to EquiServe Trust Company, N.A. in
performing certain services for the Plan. These companies purchase and retain
shares of our 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:
EquiServe Trust Company, N.A. 800-205-8314
Outside the United States call collect: 781-575-3100
web site address: www.equiserve.com
All written correspondence and optional cash investments submitted without a
proper investment coupon, should be submitted to:
By mail: EquiServe Trust Company, N.A.
Attn.: Aqua America, Inc. Dividend Reinvestment and
Direct Stock Purchase Plan
P.O. Box 43010
Providence, RI 02940-3010
By courier: EquiServe Trust Company, N.A.
Attn.: Aqua America, Inc. Dividend Reinvestment
and Direct Stock Purchase Plan
66 Brooks Drive
Braintree, MA 02184
Make checks payable to EquiServe in U.S. dollars and drawn on a U.S. bank. The
Administrator will not accept cash, traveler's checks, money orders or third
party checks for optional cash investments. Please use the cash investment form
at the bottom of your statement.
INTERNET ACCESS
You can also obtain information about your account via the Internet at the
Administrator's web site, www.equiserve.com. At the web site, through account
access, you can access your share balance, enroll in the Plan, purchase shares
(either as a one-time online bank debit or by recurring automatic monthly
withdrawals from your U.S. bank account), sell shares, request a stock
certificate, change dividend payment options and obtain online forms. To obtain
access, you will need Aqua America's issue number and your account number, each
of which can be found on your dividend check or statement, as well as your
password. You can request a new password on-line or by calling the Administrator
at 1-800-205-8314.
4
PARTICIPATION AND ENROLLMENT
If you already own at least 5 shares of our common stock, you are eligible to
participate in the Plan.
- If your shares are registered in your name, you can enroll in the
Plan through the Internet at the Administrator's web site,
www.equiserve.com, or you can fill out the Authorization Form and
return it to the Administrator.
- If your shares of our common stock are held in "street" name,
that is, as a beneficial owner through a bank or broker, you may
participate in the Plan by instructing your bank or broker to
have some or all of your shares of our common stock registered in
your name. Simply instruct your bank or broker to transfer at
least 5 of your shares of our common stock electronically through
the Direct Registration System from your brokerage account to a
new book-entry account at the Administrator. Please contact your
bank or broker for more information. Once at least 5 of your
shares of our common stock are moved from your brokerage account
to a new book-entry account registered in your name with the
Administrator, you may then participate in the Plan.
Alternatively, you may instruct your bank or broker to arrange to
have a paper stock certificate issued to you for at least 5 of
your shares of our common stock. Once at least 5 shares are
registered in your name, you may participate in the Plan. If the
shares that you hold are in certificated form, you can deposit
these certificated shares in your Plan account for safekeeping.
In each instance, any fees or charges assessed by your bank or
broker are your responsibility and will not be paid by us.
If you do not own any shares of our common stock, or if you wish to establish a
separate account, you can go to the Administrator's web site, www.equiserve.com,
and follow the instructions provided. You may enroll in the Plan by authorizing
a one-time online bank debit from your U.S. bank account for an initial
investment of at least $500 or by establishing recurring automatic withdrawals
from your U.S. bank account for a minimum of $50 per transaction for at least
ten consecutive months. Automatic withdrawal is further described in the
"Optional Cash Investments" section of this prospectus. You can also fill out
the Enrollment Form and return it to the Administrator. Enclose a check, in U.S.
dollars, for at least $500. You can receive an Enrollment Form by contacting the
Administrator through the channels outlined in the "Administration" section of
this prospectus. If you wish to make your initial investment through automatic
withdrawals, you must agree to continue with the withdrawals until the $500
minimum initial investment is reached. Please note, such automatic withdrawals
continue indefinitely beyond the initial investment until you notify the
Administrator through the Internet, by telephone or in writing to stop such
automatic withdrawals.
If you open an account for another person by transferring stock from your
account, you must transfer a minimum of 5 shares into that account.
DIVIDEND REINVESTMENT
You may choose to reinvest all or a portion of the dividends paid on your first
100,000 shares of our common stock held in your Plan account. Your dividends
will be used to buy additional shares of our common stock at a 5% discount from
the prevailing market price. You have the following options for your dividends:
5
- Full Dividend Reinvestment. Your cash dividends received on
shares you own up to 100,000 shares will be used to buy
additional shares for you.
- Partial Dividend Reinvestment. If you do not want full dividend
reinvestment, select a lower number of full shares on which you
want your dividends to be paid in cash. The balance of your
dividends will be reinvested.
- All Cash (no dividend reinvestment). Your dividends on all of
your shares will be paid in cash.
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 one business day prior
to the given dividend record date in order to ensure that your next dividend
will be reinvested.
The 100,000 share reinvestment limitation does not apply to our pension plan or
any of our other employee benefit plans.
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 U.S. bank account by completing an
Electronic Deposit of Dividends Enrollment Form or by mailing a voided check or
deposit slip to the Administrator. Contact the Administrator to receive an
Electronic Deposit of Dividends Enrollment Form. This feature may be changed or
discontinued at any time by notifying the Administrator. If you change your U.S.
bank account and fail to notify the Administrator of the change, a check for
your dividends will be issued and mailed only after the funds have been returned
from the receiving bank.
OPTIONAL CASH INVESTMENTS
Existing registered shareholders who are participants in the Plan may buy
additional shares of our common stock at any time by investing at least $50.
Your total optional cash investment may not exceed $250,000 in a calendar year.
Interest will not be paid on amounts held pending investment. Optional cash
investments may be made:
- By one-time online bank debit. At any time, you may make optional cash
investments by going to the Administrator's web site, www.equiserve.com,
and authorizing a one-time online bank debit from your U.S. bank account.
One-time online optional cash investment funds will be held by the
Administrator for three banking business days before they are invested.
Please refer to the online confirmation for your bank account debit date
and investment date. In the event that a one-time online bank debit is not
honored for any reason, the Administrator will consider the request for
the investment of that money null and void and shall immediately remove
from the participant's account the shares, if any, purchased upon the
prior credit of such money. A fee of $25 will also be assessed against the
participant's account. The Administrator will then be entitled to sell
those shares to satisfy the balance of such uncollected amounts. If the
net proceeds of the sale of those shares are insufficient to satisfy the
balance of such uncollected amounts, the Administrator will be entitled to
sell additional shares from the participant's account to satisfy the
uncollected balance.
6
- By check. Mail your check with the cash investment form from the bottom of
your account statement to the address on the cash investment form. Do not
send cash, traveler's checks, money orders or third party checks. All
checks should be in U.S. funds and drawn from a U.S. bank. All payments
should be made to EquiServe. In the event that a check is returned unpaid
for any reason to the Administrator by the bank on which it is drawn, the
Administrator will consider the request for investment of that money null
and void and shall immediately remove from the participant's account the
shares, if any, purchased upon the prior credit of such money. A fee of
$25 will also be assessed against the participant's account. The
Administrator will then be entitled to sell those shares to satisfy any
uncollected balance. If the net proceeds of the sale of those shares are
insufficient to satisfy the balance of such uncollected amounts, the
Administrator will be entitled to sell additional shares from the
participant's account to satisfy the uncollected balance.
- By recurring automatic withdrawals from a U.S. bank account. You can
establish recurring automatic withdrawals through the Internet at the
Administrator's web site, www.equiserve.com, or by filling out an
Authorization Form for automatic withdrawals. You can receive an
Authorization Form by contacting the Administrator through the channels
outlined in the "Administration" section of this prospectus. All automatic
withdrawal enrollment information must be received at least 30 days prior
to the first debit date. Funds will be deducted from your bank account on
the first business day of each month. If this date falls on a bank
holiday, or non-business day, funds may be deducted on the next business
day. These funds may be commingled with other optional cash investments.
All funds automatically withdrawn from your bank account will be invested
on the second Tuesday, or next following business day, of the month.
Automatic withdrawals will continue at the level you set until you
instruct the Administrator otherwise. You can change or stop automatic
withdrawals by accessing your Plan account through the Internet at the
Administrator's web site, www.equiserve.com, by calling the Administrator
at 1-800-205-8314, by completing and returning a new Authorization Form or
by giving written instructions to the Administrator. You must contact the
Administrator at least 7 business days prior to the debit date to change
or terminate automatic withdrawal. In the event that an automatic
withdrawal is not honored for any reason, the Administrator will consider
the request for investment of that money null and void and shall
immediately remove from the participant's account the shares, if any,
purchased upon the prior credit of such money. A fee of $25 will also be
assessed against the participant's account. The Administrator will then be
entitled to sell those shares to satisfy any uncollected balance. If the
net proceeds of the sale of those shares are insufficient to satisfy the
balance of such uncollected amounts, the Administrator will be entitled to
sell additional shares from the participant's account to satisfy the
uncollected balance.
7
PURCHASE AND SOURCE OF SHARES
Shares of our common stock needed to meet the requirements of the Plan will
either be purchased in the open market or issued directly by us. We will pay
trading fees and brokerage commissions incurred for the purchase of shares. The
Administrator will invest your funds as promptly as practicable, at least once
each week. However, funds automatically withdrawn from your U.S. bank account
will be invested as specified above in "Optional Cash Investments - By automatic
recurring withdrawals from a U.S. bank account." Funds may not be returned once
they have been submitted to the Administrator. In the unlikely event that, due
to unusual market conditions, the Administrator is unable to purchase shares of
our common stock within 30 days, the funds will be returned to you by check. No
interest will be paid on funds held by the Administrator pending investment. All
dividends will be invested independently from optional cash investments.
Please note that you will not be able to direct the Administrator to purchase
shares at a specific time or at a specific price or through a specific broker or
dealer.
PRICE OF SHARES
Open market purchases for initial, optional and IRA investments will be at a
price equal to 100% of the weighted 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 weighted average price of shares
purchased. We will pay all trading fees and brokerage commissions in connection
with open market purchases.
For original issue or treasury shares purchased from Aqua America for initial,
optional and IRA investments, the price per share will be 100% of the average of
the daily high and low trading prices quoted on The New York Stock Exchange
composite transaction listing on the day of purchase (the investment date).
For original issue or treasury shares purchased from Aqua America to meet the
dividend reinvestment requirement under the Plan, the price per share will be
95% of the average of the daily high and low trading prices quoted on The New
York Stock Exchange composite transaction listing for the five trading days
preceding the dividend payment date.
SALE OF SHARES
You can sell some or all of the shares held in your Plan account, or any other
book-entry shares of Aqua America, by accessing your Plan account through the
Internet at the Administrator's web site, www.equiserve.com, by calling the
Administrator at 1-800-205-8314, by providing written instructions to the
Administrator or by mailing the form attached to your Plan statement. Sale
orders placed over the phone may be subject to a limit established by the
Administrator. We are 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. Sales will be made at least weekly and more frequently if volume
dictates. The sale price for Plan Participants will be the weighted average sale
price received by the Administrator for all sales during the period required to
complete the sales. You will receive the proceeds of the sale, minus a $15.00
transaction fee, brokerage commissions of $0.15 per each share sold and any
applicable transfer taxes.
8
Please note that the Administrator is not able to accept instructions to sell on
a specific day or at a specific price or through a specific broker or dealer. 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.
All sales requests having an anticipated market value of $100,000 or more must
be submitted in written form. In addition, all sales requests received by the
Administrator within 30 days of an address change to your Plan account must be
submitted in written form.
If your holdings in any account fall below 5 shares, the Administrator may close
that account out of the Plan as described in the "Minimum Account" section of
this prospectus.
INDIVIDUAL RETIREMENT ACCOUNTS ("IRA")
You may establish a Traditional IRA, Roth IRA or Coverdell Education Savings
Account of our common stock by returning completed Enrollment Forms together
with your contribution to the IRA and Coverdell Education Savings Account
Trustee. If you are already a shareholder of at least 5 shares, you may open an
IRA or Coverdell Education Savings Account with as little as $50. If you are not
a shareholder, the minimum contribution to open an account is $500.
You may also open an IRA or Coverdell Education Savings Account to receive a
cash rollover or a transfer of Aqua America shares from another IRA or qualified
retirement plan. The IRA and Coverdell Savings Account Trustee will invest the
cash rollovers into shares of our common stock.
There is an annual maintenance fee of $45.00 charged by the IRA and Coverdell
Education Savings Account Trustee, which we will pay for the first calendar year
in which you participate. In all subsequent years, twenty-five dollars ($25.00)
of this annual fee will be charged to you, with the balance paid by us.
IRA and Coverdell Education Savings Account contributions and rollovers will not
count against the $250,000 maximum investment limit under the Plan.
If you are interested in opening a Traditional IRA, Roth IRA or Coverdell
Education Savings Account, you may obtain the enrollment and a disclosure
statement from EquiServe Trust Company, N.A., which will administer the IRA and
Coverdell Education Savings Account. For information, call the EquiServe IRA
Department at its toll-free number, 1-800-472-7428.
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, free of charge, by accessing your Plan account through the Internet
at the Administrator's web site, www.equiserve.com, by calling the Administrator
at 1-800-205-8314 or by providing written instructions to the Administrator.
9
If you are holding certificates for Aqua America, Inc., or previously named
Philadelphia Suburban Corporation common 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 or in book-entry form may be sold through the Plan.
To use the safekeeping service, send your certificates to the Administrator at
the address listed on page 4 of this prospectus by registered or certified mail,
with a return receipt requested or some other form of traceable mail, properly
insured. YOU SHOULD NOT ENDORSE THE STOCK CERTIFICATE BEFORE YOU SEND IT IN.
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 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.
You may also view year-to-date transaction activity in your Plan account for the
current year, as well as activity in prior years, by accessing your Plan account
through the Internet at the Administrator's web site, www.equiserve.com.
OBTAINING A STOCK CERTIFICATE
To obtain a stock certificate for all or a portion of your full shares, you can
contact the Administrator by accessing your Plan account through the Internet at
the Administrator's web site, www.equiserve.com, by calling the Administrator at
1-800-205-8314, by making a written request of the Administrator or by
completing the transaction form at the bottom of your statement and submitting
it to the Administrator. The certificate will be issued at no cost to you. If
your request involves a fractional share, a check (less any fees and brokerage
commissions) 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.
10
TRANSFERS
You may transfer or give our common stock to anyone you choose by:
- Making an initial $500 cash investment to establish a new account in
the recipient's name; or
- Making an optional cash investment on behalf of an existing
shareholder in the Plan in an amount not less than $50 nor more than
$250,000 in one calendar year; or
- Transferring at least 5 shares from your account to the recipient.
If you would like transfer instructions and documentation sent to you or if you
need additional assistance, please contact the Administrator at 1-800-205-8314
or through the Administrator's web site, www.equiserve.com.
DIVIDEND PAYMENT AND RECORD DATES
Normal dividend payment dates are expected to be on the first day of March,
June, September and December. The record date usually precedes the dividend
payment date by 10 business days.
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 ex-dividend date). We can give no
guarantee whatsoever that we will declare dividends in the future.
TERMINATION OF PARTICIPATION
If you wish to stop reinvesting your dividends or to stop automatic monthly
investments, please use the transaction form from the bottom of your statement
or contact the Administrator by accessing your Plan account through the Internet
at the Administrator's web site, www.equiserve.com, by calling the Administrator
at 1-800-205-8314 or by providing written instructions to the Administrator.
MINIMUM ACCOUNT
After you have made your initial contribution of $500 by automatic withdrawals,
check or one-time online bank debit, or had at least 5 shares transferred into
an account registered in your name under the Plan, you must, at all times you
are enrolled in the Plan, keep a minimum number of 5 shares of our common stock
in your account. If you keep less than 5 shares in your account, the
Administrator will contact you, at your record address, to notify you that your
account will be closed within sixty (60) days of the day that your account held
less than 5 shares. You will then have sixty (60) days from that date to
purchase enough shares to have at least 5 shares in your account.
If the above-referenced time period passes without you meeting the 5-share
limit, the Administrator will close the account. A check representing the cash
value of all of your shares based upon the then-current market value price less
any trading fees, brokerage commissions or other costs of sale, will be sent to
your address of record thereby closing the account. To resume participation in
the Plan you will have to enroll again or otherwise re-enter the Plan.
11
COSTS
We pay for all administrative fees and brokerage commissions associated with the
reinvestment of dividends and the making of optional cash investments.
For each sale of whole shares from your Plan account, you will be charged a
$15.00 service fee, a brokerage commission of $0.15 per each share sold by the
Administrator and any applicable transfer taxes.
There is an annual maintenance fee of $45.00 charged by the IRA and Coverdell
Education Savings Account Trustee, which we will pay for the first calendar year
in which you participate. In all subsequent years, twenty-five dollars ($25.00)
of this annual fee will be charged to you, with the balance of the annual fee
paid by us.
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. If you are reinvesting your dividends, the value of the 5% discount
from the purchase price of the shares (the calculated fair market value) 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.
In addition, the Internal Revenue Service may require that any per share
brokerage commissions incurred in the purchase of shares and paid by us on your
behalf be treated as dividend income to you, in which case such amounts can be
included in your cost basis of shares purchased.
Be sure to keep your statements of account for income tax purposes. A fee of
$20.00 per year requested may be incurred to furnish historical information. If
you have questions about the tax basis of any transactions, please consult your
own tax advisor.
VOTING
For any shareholder meeting you will receive a proxy for full and fractional
shares that will cover all of our common stock that you hold, both in the Plan
and outside of the Plan. 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
We will credit your Plan account for all split shares, stock dividends and other
distributions of our common stock.
12
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 and outside of the Plan). 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. Similarly, we may, at any time,
waive, suspend or terminate the Plan, or any provision of the Plan. We will send
you written notice of any significant changes, suspensions or termination.
Any changes, suspension or termination of the Plan will not affect your rights
as a shareholder in any way, and any book-entry shares you own will continue to
be credited to your account with the Administrator unless you specifically
request otherwise.
RESPONSIBILITIES OF AQUA AMERICA, INC. AND THE ADMINISTRATOR
Neither we nor the Administrator shall be liable for any act performed in
good-faith or for any good-faith omission to act, including, without limitation,
any claims or liability: (a) with respect to the prices at which shares of our
common stock are purchased or sold for your Plan account and the times when such
purchases or sales are made or (b) for any fluctuation in the market value after
purchases or sale of shares of our common stock.
USE OF PROCEEDS
The proceeds from the sale of newly-issued or treasury shares offered by us 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.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from the Annual Report on Form 10-K for the year ended December 31,
2003 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and accounting.
Morgan, Lewis & Bockius LLP, our outside counsel, has given its opinion
regarding the validity of the common stock covered by this prospectus.
ANTIDILUTION PROVISION
The aggregate number of shares of common stock registered for issuance and
purchase under the Plan, as provided in the Registration Statement, of which
this prospectus forms a part, the maximum number of shares that may be purchased
by a Participant and the calculation of the purchase price per share may be
appropriately adjusted by us to reflect any increase or decrease in the number
of issued shares of common stock resulting from a subdivision or consolidation
of shares or other capital adjustment, or the payment of a stock dividend, or
other increase or decrease in such shares, if effected without receipt of
consideration by us.
13
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 Avenue, 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 web site
(http://www.sec.gov) or by visiting our web site at http://aquaamerica.com.
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.
- Our Annual Report on Form 10-K for the year ended December 31, 2003.
- Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2004, June 30, 2004 and September 30, 2004.
- Our Current Reports on Form 8-K filed on January 16, 2004, February
25, 2004, May 12, 2004, as amended on Form 8-K/A on June 9, 2004,
August 31, 2004, November 10, 2004, December 16, 2004 and January
21, 2005.
- 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 any documents that we incorporate by reference at no
cost by telephoning 1-610-527-8000 or writing us at the following address:
Aqua America, Inc.
Investor Relations
762 W. Lancaster Avenue
Bryn Mawr, PA 19010
You should rely only on the information contained or incorporated by reference
into this prospectus. We have authorized no one to provide you with different
information. You should not assume that the information in the prospectus or
incorporated by reference into 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 prospectus may have
changed since those dates.
14
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 the Registrant 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...... $ 14,248
Printing and Engraving................................... 10,000
Accounting fees and expenses............................. 10,000
Legal fees and expenses.................................. 25,000
Transfer Agent fees and expenses......................... 150,000
NYSE fees................................................ 2,500
PHLX fees................................................ 1,250
Miscellaneous............................................ 2,500
-----------
Total............................................... $ 215,498
===========
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
---------- ----------------------------------------------------------------
3.1 Restated Articles of Incorporation of Aqua America, Inc.
(effective as of December 14, 2004) (filed as exhibit 3.1 to
Registrant's Current Report of Form 8-K on December 16, 2004 and
incorporated herein by reference).
3.2 Bylaws of Aqua America, Inc., as amended (filed as exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992, addition of Section 3.17 filed as an exhibit to
Registrant's Form 8-K on August 7, 1997, amendment to Section 3.03
filed as exhibit 3.8 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, amendments to Sections
2.01(a), 2.02 and 3.08(b) filed as exhibit 3.10 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000
and incorporated herein by reference).
4.1 First Amended and Restated Rights Agreement, dated as of February
20, 2004, between Aqua America, Inc. and Equiserve Trust Company,
N.A., as Rights Agent (filed as exhibit 4 to Registrant's Current
Report of Form 8-K on February 25, 2004 and incorporated herein by
reference).
5.1 Opinion of Morgan, Lewis & Bockius LLP.*
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).
-----------------
* filed herewith
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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 (a)(1)(i) and (a)(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 Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) 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
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 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.
(c) 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 Securities and
Exchange 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.
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
18th day of February, 2005.
AQUA AMERICA, INC.
BY: /s/ Nicholas DeBenedictis
---------------------------------------------
Nicholas DeBenedictis
Chairman, President & 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 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, President & Chief February 18, 2005
Nicholas DeBenedictis Executive Officer
Officer (Principal Executive Officer)
/s/ David P. Smeltzer Smeltzer
---------------------------------------- Senior Vice President -- Finance and February 18, 2005
David P. Smeltzer Chief Financial Officer (Principal
Financial Officer)
/s/ Robert Rubin
---------------------------------------- Principal Accounting Officer February 18, 2005
Robert Rubin
/s/ Mary C. Carroll
---------------------------------------- Director February 18, 2005
Mary C. Carroll
/s/ Richard H. Glanton
---------------------------------------- Director February 18, 2005
Richard H. Glanton, Esq.
/s/ William P. Hankowsky
---------------------------------------- Director February 18, 2005
William P. Hankowsky
/s/ John F. McCaughan
---------------------------------------- Director February 18, 2005
John F. McCaughan
/s/ John E. Menario
---------------------------------------- Director February 18, 2005
John E. Menario
/s/ Richard L. Smoot
---------------------------------------- Director February 18, 2005
Richard L. Smoot
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
---------- -----------------------------------------------------------------
3.1 Restated Articles of Incorporation of Aqua America, Inc.
(effective as of December 14, 2004) (filed as exhibit 3.1 to
Registrant's Current Report of Form 8-K on December 16, 2004 and
incorporated herein by reference).
3.2 Bylaws of Aqua America, Inc., as amended (filed as exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992, addition of Section 3.17 filed as an exhibit to
Registrant's Form 8-K on August 7, 1997, amendment to Section 3.03
filed as exhibit 3.8 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, amendments to Sections
2.01(a), 2.02 and 3.08(b) filed as exhibit 3.10 to Annual Report
on Form 10-K for the year ended December 31, 2000 and incorporated
herein by reference).
4.1 First Amended and Restated Rights Agreement, dated as of February
20, 2004, between Aqua America, Inc. and Equiserve Trust Company,
N.A., as Rights Agent (filed as exhibit 4 to Registrant's Current
Report of Form 8-K on February 25, 2004 and incorporated herein by
reference).
5.1 Opinion of Morgan, Lewis & Bockius LLP.*
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).
-------------------
* filed herewith