The York Water Company 8K 10-27-06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date
of Report October
27, 2006
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(Date
of earliest event reported)
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THE
YORK WATER COMPANY
(Exact
name of registrant as specified in its charter)
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PENNSYLVANIA
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0-690
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23-1242500
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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130
EAST MARKET STREET
YORK,
PENNSYLVANIA
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17401
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(Address
of principal executive offices)
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(Zip
Code)
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(717)
845-3601
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(Registrant's
telephone number, including area
code)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any
of the following provisions (see
General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
October 27, 2006, The York Water Company (“we” or “us”) entered into a loan
agreement, which is described in Item 2.03 of this report and is incorporated
by
reference into this Item 1.01.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
October 27, 2006 the York County Industrial Development Authority, or YCIDA,
issued $10,500,000 aggregate principal amount of YCIDA Exempt Facilities Revenue
Bonds, Series 2006 for our benefit pursuant to the terms of a Trust Indenture,
entered into on October 27, 2006 and dated as of October 1, 2006, between YCIDA
and Manufacturers and Traders Trust Company, as Trustee. YCIDA then loaned
the
proceeds of the offering of the bonds to us pursuant to a Loan Agreement,
entered into on October 27, 2006 and dated as of October 1, 2006, between us
and
YCIDA. The loan agreement provides for a $10,500,000 loan with a maturity date
of October 1, 2036. Amounts outstanding under the loan agreement are our direct
general obligations.
The
proceeds of the loan may only be used to finance (i) a portion of our 2006
capital budget, including, but not limited to the design, construction,
improvement, renovation, equipping and installation of (a) various structures,
including distribution buildings, booster stations, pumping stations, and
various plant and ancillary buildings, (b) spillway upgrades, standpipes,
transmission and distribution mains, service lines, meters, fire hydrants,
and
pumping, water treatment and purification equipment, and (c) various other
capital improvements, replacements and equipment for our water system located
in
York County, Pennsylvania and Adams County, Pennsylvania, and (ii) the payment
of all or a portion of the costs of issuance of the bonds, which were previously
funded by short-term debt.
Under
the
terms of the loan agreement, we agreed to repay the loan by periodically
depositing in the Trustee’s debt service fund all amounts sufficient to pay the
principal of, and premium, if any, and interest on the bonds as they become
due
and payable, and to pay certain of the administrative expenses of YCIDA and
the
Trustee in connection with the bond issuance. The bonds, and therefore our
loan
under the loan agreement, will bear interest at a rate of 4.75% annually.
The
agreement further provides that, in the event we fail to make any of the
payments required under the loan agreement, the item or installment so in
default will continue as an obligation until the amount in default has been
fully paid, and we will pay the same with interest thereon, to the extent
permitted by law, from the date when such payment was due as provided in the
indenture. In addition, if, subsequent to a date on which we are obligated
to
make payments, losses are incurred in respect of any investments, or any other
event has occurred causing the money in the Trustee’s debt service fund,
together with any other money then held by the Trustee and available for the
purpose, to be less than the amount sufficient at the time of such occurrence
or
other event to pay all debt service due and payable or to become due and payable
on the bonds, the Trustee will notify us of such fact and thereafter we will
pay
to the Trustee for deposit in its debt service fund the amount of any such
deficiency. Furthermore, the loan agreement provides that, in the event payment
of the principal of and the interest on the bonds is accelerated upon the
occurrence of an event of default under the indenture, all amounts payable
under
the loan agreement for the remainder of the term will become immediately due
and
payable.
Pursuant
to the indenture and the loan agreement, the bonds are subject to redemption
by
YCIDA, upon our written request, on or after October 1, 2016, in whole or in
part at any time, in certain authorized denominations, at a redemption price
of
100% of the principal amount redeemed plus accrued interest, if any, to the
redemption date. Such redemption by YCIDA will be to the full extent of funds
either made available for such purpose by us or already on deposit in the
Trustee’s debt service fund. In addition, if interest paid to bondholders
pursuant to the indenture becomes taxable to them, the indenture may require
YCIDA to redeem the bonds. If redemption of the bonds is required pursuant
to
the provisions of the indenture, the agreement provides that we are to promptly
make payments sufficient to pay the principal of, premium, if any, and interest
on the bonds due on such redemption date.
The
loan
agreement contains certain covenants and provisions that affect us, including,
without limitation, covenants and provisions that:
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restrict
our ability to create or incur indebtedness (subject to enumerated
exceptions);
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restrict
our ability to create or incur certain liens on our property (subject
to
enumerated exceptions); and
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in
certain limited circumstances, restrict our ability to declare or
pay any
dividends on any shares of our capital stock, purchase or redeem
any
shares of our capital stock or make any other payment or distribution
in
respect of our capital stock (subject to enumerated exceptions).
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A
copy of
the Loan Agreement is filed as Exhibit 10.1 to this report. A copy of the Trust
Indenture relating to the Series 2006 Bonds is filed as Exhibit 10.2 to this
report.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Loan Agreement between York County
Industrial
Development Authority and The York Water
Company, entered into October 27, 2006 and |
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dated as of October 1, 2006. |
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10.2
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Trust Indenture between York County
Industrial Development Authority and Manufacturers
and Traders Trust Company, entered into October 27, 2006
and |
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dated as of
October 1, 2006. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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THE
YORK WATER COMPANY
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Date:
November 2, 2006
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By: |
/s/ Kathleen
M. Miller |
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Kathleen M. Miller |
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Chief
Financial Officer |
EXHIBIT
INDEX
Exhibit
Number Document
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10.1
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Loan Agreement between York County Industrial
Development Authority and The York Water
Company, entered into October 27, 2006 and |
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dated as of October 1, 2006. |
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10.2
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Trust Indenture between York County
Industrial Development Authority and Manufacturers
and Traders Trust Company, entered into October 27, 2006
and |
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dated as of
October 1,
2006. |