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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission file number 0-690
THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1242500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130 EAST MARKET STREET, YORK, PENNSYLVANIA 17405
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 845-3601
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $10 PER SHARE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
The aggregate market value of the Common Stock, par value $10 per
share, held by nonaffiliates of the registrant (based on the bid
price of such stock) on March 3, 1997 was $50,215,114.
As of March 3, 1997 there were 725,128 shares of Common Stock, par
value $10 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1996 Annual Report to Shareholders are incorporated
by reference into Part II.
Portions of the Proxy Statement for the Company's 1997 Annual
Meeting of Shareholders are incorporated by reference into Part
III.
PART I
Item 1. Business.
(a) General development of business.
The Company is a corporation duly organized under the laws of the
Commonwealth of Pennsylvania in 1816.
(b) Financial information about industry segments.
The Company operates in only one segment, the impounding,
purification and distribution of water.
(c) Narrative description of business.
The business of the Company is to impound, purify and distribute
water. The Company operates entirely within its franchised
territory located in York County, Pennsylvania. The Company is
regulated by the Pennsylvania Public Utility Commission (PPUC).
Water service is supplied through the Company's own distribution
system to the City of York, the Boroughs of North York, East
Prospect, West York, Manchester, Mount Wolf, Jacobus, Loganville,
Yorkana, New Salem, Hallam, Seven Valleys, Jefferson, and portions
of the Townships of Manchester, East Manchester, West Manchester,
Springettsbury, Spring Garden, Springfield, York, North Codorus,
Hellam, Windsor, Lower Windsor, Codorus, and Jackson. The Company
obtains its water supply from the south branch and east branch of
the Codorus Creek which drains an area of approximately 117 square
miles. The Company's present average daily consumption is
18,593,000 gallons, and its present safe daily yield is 29,900,000
gallons.
The Company's service territory has an estimated population of
143,000. Industry of the area served is diversified, manufacturing
such items as fixtures and furniture, electrical machinery, food
products, paper, ordnance, textile products, air conditioning,
barbells, etc. In the area served by the Company under the
supervision of the PPUC there are no competitors.
The Company's business does not require large amounts of working
capital and is not dependent upon any single customer or a very few
customers. Operating revenue is derived from the following sources
and in the following percentages: residential, 59%; commercial and
industrial, 31%; other, 10%. The Company presently has 92
employees.
During the last five years ended in 1996, the Company has
maintained an increasing growth in number of customers and
distribution facilities as shown by the following chart:
1996 1995 1994 1993 1992
Average daily
consumption
(gallons
per day) 18,593,00019,657,000 19,660,00019,380,000 18,453,000
Miles of mains
at year end 641 622 597 580 570
Distribution
mains
installed
(ft.) 78,619 84,515 91,087 58,414 41,771
Number of
customers 45,800 44,879 43,830 42,844 42,198
Population
served 143,000 140,000 136,000 134,000 133,000
During 1996, the per capita volume of water sold did not
significantly change compared to 1995. The Company does not
anticipate any change in the level of water usage which would have
a material impact on future results of operations.
Item 2. Properties.
The accounting and executive offices of the Company are located in
two two-story brick and masonry buildings, containing approximately
21,861 square feet of floor space, at 124 and 130 East Market
Street, York, Pennsylvania.
The Company has two impounding dams located in York and Springfield
Townships adjoining the Borough of Jacobus to the south. The lower
dam is constructed of compacted earth with a concrete core wall and
is 660 feet long and 50 feet high and creates a reservoir covering
approximately 220 acres containing about 1,150,000,000 gallons of
water. About 800 acres surrounding the reservoir are planted with
more than 1,200,000 evergreen trees to protect the area both from
pollution and also from soil erosion which might otherwise fill the
reservoir with silt. The upper dam is constructed of compacted
earth and is 1,000 feet long and 50 feet high and creates a
reservoir covering approximately 290 acres containing about
1,600,000,000 gallons of water. About 600 acres surrounding the
reservoir are planted with grass to protect the area both from
pollution and also from soil erosion which might otherwise fill the
reservoir with silt.
The Company's main pumping station is located in Spring Garden
Township on the south branch of the Codorus Creek about 1,500 feet
upstream from its confluence with the west branch of the Codorus
Creek and about four miles downstream from the Company's lower
impounding dam. The pumping station presently houses pumping
equipment consisting of three electrically driven centrifugal pumps
and two diesel-engine driven centrifugal pumps with a combined
pumping capacity of 75,000,000 gallons per day. From here, raw
water is pumped approximately two miles to the filtration plant
through pipes located on a right-of-way owned by the Company.
The Company's filtration plant is located in Spring Garden Township
about one-half mile south of the City of York. Water at this plant
is filtered through 12 dual media filters having a stated capacity
of 31,000,000 gallons per day and being capable of filtering
46,500,000 gallons per day for short periods if necessary. Since
the average daily consumption in 1996 was 18,593,000 gallons, it
can readily be seen that the present pumping and filtering
facilities are adequate to meet the present demands.
Clear water reservoirs of the Company which are located in Spring
Garden Township adjacent to the filtration plant are capable of
storing up to 32,000,000 gallons of water, and there are standpipes
located throughout the Company's service area capable of storing
another 15,140,000 gallons of clear water.
The Company's distribution center and material and supplies
warehouse are located at 1801 Mt. Rose Avenue, Springettsbury
Township. There are two one-story concrete block buildings having
26,680 square feet of area.
The distribution system of the Company has approximately 641 miles
of main water lines.
All of the Company's properties listed above are held in fee by the
Company. There are no encumbrances.
In addition, the Company has entered into a "Joint Use and Park
Management Agreement" dated December 29, 1976, and executed by The
York Water Company and the County of York, Pennsylvania, whereby
the Company has licensed to the County of York for fifty (50) years
for county park purposes for the benefit of the general public in
York County the Company's present reservoir lands and waters
referred to in the Agreement as approximately 1,175 acres including
two lakes, all in Springfield and York Townships, York County,
Pennsylvania.
York County has in return agreed thereby not to erect a dam
upstream on the east branch of the Codorus Creek and to waive flood
damages to the County's Spring Valley Tract of park lands if, as
planned, the Company builds a third dam around the year 2020. The
Company and its customers are thereby assured of a future reservoir
site at reasonable expense.
Item 3. Legal Proceedings.
There are no material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the security holders during
the fourth quarter of the fiscal year covered by this report.
PART II
Item 5. Market for the Registrant's Common Stock and Related
Security Holder Matters.
The information set forth under the caption "Security Market and
Dividends" of the 1996 Annual Report to Shareholders is
incorporated herein by reference.
Item 6. Selected Financial Data.
The information set forth under the caption "Highlights of Our
181st Year" of the 1996 Annual Report to Shareholders is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" of the 1996 Annual Report to Shareholders is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The following financial statements set forth in the 1996 Annual
Report to Shareholders are incorporated herein by reference:
Balance Sheets as of December 31, 1996 and 1995 Page 5
Statements of Income for Years Ended December 31,
1996, 1995 and 1994 Page 6
Statements of Shareholders' Investment for Years
Ended December 31, 1996, 1995 and 1994 Page 6
Statements of Cash Flows for Years Ended
December 31, 1996, 1995 and 1994 Page 7
Notes to Financial Statements Page 8
Independent Auditors' Report Page 12
Except for the above financial data and the information specified
under Items 5, 6 and 7 of this report, the 1996 Annual Report to
Shareholders is not deemed to be filed as part of this report.
Selected quarterly financial data are not presented because the
Company does not meet the tests set forth in Item 302 (a)(5) of
Regulation S-K.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
There were no changes in or disagreements with accountants on
accounting and financial disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information set forth under the caption "Election of Directors"
of the Proxy Statement issued pursuant to Regulation 14A for the
Company's 1997 Annual Meeting of Shareholders to be held May 5,
1997 is incorporated herein by reference.
Item 11. Executive Compensation.
The information set forth under the caption "Compensation of
Directors and Executive Officers" of the Proxy Statement issued
pursuant to Regulation 14A for the Company's 1997 Annual Meeting of
Shareholders to be held May 5, 1997 is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information set forth under the caption "Voting Securities and
Principal Holders Thereof" of the Proxy Statement issued pursuant
to Regulation 14A for the Company's 1997 Annual Meeting of
Shareholders to be held May 5, 1997 is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions.
The information set forth under the caption "Compensation Committee
Interlocks and Insider Participation" of the Proxy Statement issued
pursuant to Regulation 14A for the Company's 1997 Annual Meeting of
Shareholders to be held May 5, 1997 is incorporated herein by
reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) Certain documents filed as a part of the Form 10-K.
The financial statements set forth under Item 8 of this Form 10-K.
Schedule Schedule Page
Number Description Number
II Valuation and Qualifying Accounts 7
The report of the Company's independent auditors with respect to
the financial statement schedule appears on page 6.
All other financial statements and schedules not listed have been
omitted since the required information is included in the financial
statements or the notes thereto, or is not applicable or required.
The exhibits are set forth in the Index to Exhibits shown on pages
9, 10 and 11.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of
The York Water Company:
Under date of February 21, 1997, we reported on the balance sheets
of The York Water Company as of December 31, 1996 and 1995, and the
related statements of income, shareholders' investment, and cash
flows for each of the years in the three-year period ended December
31, 1996, as contained in the 1996 annual report to shareholders.
These financial statements and our report thereon are incorporated
by reference in the annual report on Form 10-K for the year 1996.
In connection with our audits of the aforementioned financial
statements, we also audited the related financial statement
schedule as listed in Item 14(a). This financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement
schedule based on our audits.
In our opinion, such financial statement schedule, when considered
in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.
KPMG Peat Marwick LLP
Harrisburg, Pennsylvania
February 21, 1997
THE YORK WATER COMPANY
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1996
Additions Charged to
Balance at Balance
Beginning Costs and Other at End
Description of Year Expenses Accounts Deductions of Year
FOR THE YEAR ENDED DECEMBER 31, 1996:
Reserve for uncollectible $90,000 $73,201 $ - $73,201 $90,000
accounts
FOR THE YEAR ENDED DECEMBER 31, 1995:
Reserve for uncollectible $90,000 $67,319 $ - $67,319 $90,000
accounts
FOR THE YEAR ENDED DECEMBER 31, 1994:
Reserve for uncollectible $90,000 $61,154 $ - $61,154 $90,000
accounts
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
THE YORK WATER COMPANY
(Registrant)
Dated: By: /s/ William T. Morris
William T. Morris
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated.
By:/s/ William T. Morris By: /s/ Jeffrey S. Osman
William T. Morris Jeffrey S. Osman
(Principal Executive and (Principal Accounting Officer)
Financial Officer and Director)
Dated: Dated:
Directors: Date
By: /s/ Irvin S. Naylor
Irvin S. Naylor
(Chairman)
By: /s/ Horace Keesey III
Horace Keesey III
By: /s/ Chloe Eichelberger
Chloe Eichelberger
By: /s/ Paul W. Ware
Paul W. Ware
By: /s/ John L. Finlayson
John L. Finlayson
By: /s/
Frank Motter
By: /s/
George Hay Kain, III
By: /s/ Michael W. Gang
Michael W. Gang
INDEX TO EXHIBITS
3
Articles of Incorporation Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an exhibit to the
Company's Form S-3
dated July 1, 1996.
3.1 By-Laws Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an ex-hibit to
the Company's Form
S-3 dated July 1,
1996.
4.1
Optional Dividend Reinvestment
Plan
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as the Com-pany's
Form S-3 dated July
7, 1994.
4.4 1986 Public Offering of Common
Stock
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as the Company's
Form S-2 dated
October 28, 1986.
4.5
Employees' Stock Purchase Plan
Dated November 28, 1988
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an ex-hibit to
the Company's
Registration
Statement Form S-9
dated December 1988.
4.6
Note Agreement Relative to the
$6,000,000 10.17% Senior
Notes, Series A and $5,000,000
9.60% Senior Notes, Series B
dated January 2, 1989
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an ex-hibit to
the Company's 1989
Form 10-K.
4.8
Note Agreement Relative to the
$6,500,000 10.05% Senior
Notes, Series C dated August
15, 1990
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an ex-hibit to
the Company's 1990
Form 10-K.
4.10
1992 Public Offering of Common
Stock
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as the Company's
Form S-3 dated April
15, 1992.
4.11
Note Agreement Relative to the
$7,500,000 8.43% Senior Notes,
Series D dated December 15,
1992
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an exhibit to the
Company's 1992 Form
10-K.
4.12
Fourth Supplemental
Acquisition, Financing and
Sale Agreement Relative to the
$2,700,000 4.75% Water
Facilities Revenue Refunding
Bonds dated February 1, 1994
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange commission
as an ex-hibit to
the Company's
Quarterly Report
Form 10-Q for the
quarter ended June
30, 1994.
4.13 Fifth Supplemental
Acquisition, Financing and
Sale Agreement Relative to the
$4,300,000 5% Water Facilities
Revenue Refunding Bonds dated
October 1, 1995
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an exhibit to the
Company's Quarterly
Report Form 10-Q for
the quarter ended
September 30, 1995.
4.14
Public Offering of Common
Stock
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as the Company's
Form S-3 dated July
1, 1996.
10.1
Articles of Agreement Between
The York Water Company and
Springetts-bury Township
Relative to Extension of Water
Mains dated April 17, 1985
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an ex-hibit to
the Company's 1989
Form 10-K.
10.2
Articles of Agreement Between
The York Water Company and
Windsor Township Relative to
Extension of Water Mains dated
February 9, 1989
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an ex-hibit to
the Company's 1989
Form 10-K.
10.3
Articles of Agreement Between
The York Water Company and
Windsor Township, Yorkana
Borough, Modern Trash Removal
of York, Inc. and Lower
Windsor Township Relative to
Extension of Water Mains dated
July 18, 1989
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an ex-hibit to
the Company's 1989
Form 10-K.
10.4
Articles of Agreement Between
The York Water Company and
North Codorus Township
Relative to Extension of Water
Mains dated September 20, 1989
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an ex-hibit to
the Company's 1990
Form 10-K.
10.5
Articles of Agreement Between
The York Water Company and
York Township Relative to
Extension of Water Mains dated
December 29, 1989
Incorporated herein
by reference. Filed
previously with the
Securities and
Exchange Commission
as an ex-hibit to
the Company's 1990
Form 10-K.
11
Common Shares Used in
Computing Earnings Per Share
Page 29
13
1996 Annual Report to
Shareholders
Page 30
23
Consent of Independent
Auditors
Page 31
28.1
Undertakings Incorporated by
Reference into Registration
Statement Form S-8 Dated
December, 1988
Page 32
EXHIBIT 3
THE YORK WATER COMPANY
ARTICLES OF INCORPORATION
The Articles of Incorporation of the Company have been filed
previously with the Securities and Exchange Commission as an
exhibit to the Company's Form S-3 dated July 1, 1996 and are hereby
incorporated by reference.
EXHIBIT 3.1
THE YORK WATER COMPANY
BY-LAWS
The By-Laws of the company have been filed previously with the
Securities and Exchange Commission as an exhibit to the Company's
Form S-3 dated July 1, 1996 and are hereby incorporated by
reference.
EXHIBIT 4.1
THE YORK WATER COMPANY
OPTIONAL DIVIDEND REINVESTMENT PLAN
The Optional Dividend Reinvestment Plan has been filed previously
with the Securities and Exchange Commission on Form S-3,
Registration Statement Under the Securities Act of 1933, dated July
7, 1994 and is hereby incorporated by reference.
EXHIBIT 4.4
THE YORK WATER COMPANY
1986 PUBLIC OFFERING OF COMMON ST0CK
The 1986 Public Offering of Common Stock has been filed previously
with the Securities and Exchange Commission as the Company's Form
S-2 dated October 28, 1986 and is hereby incorporated by reference.
EXHIBIT 4.5
THE YORK WATER COMPANY
EMPLOYEES' STOCK PURCHASE PLAN
The Employees' Stock Purchase Plan dated November 28, 1988 has been
filed previously with the Securities and Exchange Commission as an
exhibit to the Company's Registration Stateent Form S-8 dated
December, 1988 and is hereby incorporated by reference.
EXHIBIT 4.6
THE YORK WATER COMPANY
SENIOR NOTES, SERIES A AND SERIES B NOTE AGREEMENT
The Note Agreement relative to the $6,000,000 10.17% Senior Notes,
Series A and $5,000,000 Adjusted Rate Senior Notes, Series B dated
January 2, 1989 has been filed previously with the Securities and
Exchange Commission on Form 10-K dated March 26, 1990, and is
hereby incorporated by reference.
EXHIBIT 4.8
THE YORK WATER COMPANY
SENIOR NOTES, SERIES C NOTE AGREEMENT
The Note Agreement relative to the $6,500,000 10.05% Senior Notes,
Series C dated August 15, 1990 has been filed previously with the
Securities and Exchange Commission on Form 10-K dated March 25,
1991, and is hereby incorporated by reference.
EXHIBIT 4.10
THE YORK WATER COMPANY
1992 PUBLIC OFFERING OF COMMON STOCK
The 1992 Public Offering of Common Stock has been filed previously
with the Securities and Exchange Commission as the Company's Form
S-3 dated April 15, 1992 and is hereby incorporated by reference.
EXHIBIT 4.11
THE YORK WATER COMPANY
SENIOR NOTES, SERIES D NOTE AGREEMENT
The Note Agreement relative to the $7,500,000 8.43% Senior Notes,
Series D dated December 18, 1992 has been filed previously with the
Securities and Exchange Commission on Form 10-K, dated March 29,
1993 and is hereby incorporated by reference.
EXHIBIT 4.12
THE YORK WATER COMPANY
4.75% WATER FACILITIES REVENUE REFUNDING BONDS AGREEMENT
The Fourth Supplemental Acquisition, Financing and Sale Agreement
relative to the $2,700,000 4.75% Water Facilities Revenue Refunding
Bonds dated February 1, 1994 has been filed previously with the
Securities and Exchange Commission on Form 10-Q, dated July 27,
1994, and is hereby incorporated by reference.
EXHIBIT 4.13
THE YORK WATER COMPANY
5% WATER FACILITIES REVENUE REFUNDING BONDS AGREEMENT
The Fifth Supplemental Acquisition, Financing and Sale Agreement
relative to the $4,300,000 5% Water Facilities Revenue Refunding
Bonds dated October 1, 1995 is attached hereto.
EXHIBIT 4.14
THE YORK WATER COMPANY
1996 PUBLIC OFFERING OF COMMON STOCK
The 1996 Public Offering of Common Stock has been filed previously
with the Securities and Exchange Commission as the Company's Form
S-3 dated July 1, 1996 and is hereby incorporated by reference.
EXHIBIT 10.1
THE YORK WATER COMPANY
SPRINGETTSBURY TOWNSHIP ARTICLES OF AGREEMENT
The Articles of Agreement between The York Water Company and
Springettsbury Township relative to extension of water mains dated
April 17, 1985 has been filed previously with the Securities and
Exchange Commission on Form 10-K, dated March 26, 1990 and is
hereby incorporated by reference.
EXHIBIT 10.2
THE YORK WATER COMPANY
WINDSOR TOWNSHIP ARTICLES OF AGREEMENT
The Articles of Agreement between The York Water Company and
Windsor Township relative to extension of water mains dated
February 9, 1989 has been filed previously with the Securities and
Exchange Commission on Form 10-K, dated March 26, 1990 and is
hereby incorporated by reference.
EXHIBIT 10.3
THE YORK WATER COMPANY
WINDSOR TOWNSHIP, YORKANA BOROUGH, MODERN TRASH REMOVAL, INC.
AND LOWER WINDSOR TOWNSHIP ARTICLES OF AGREEMENT
The Articles of Agreement between The York Water Company and
Windsor Township, Yorkana Borough, Modern Trash Removal, Inc. and
Lower Windsor Township relative to extension of water mains dated
July 18, 1989 has been filed previously with the Securities and
Exchange Commission on Form 10-K, dated March 26, 1990 and is
hereby incorporated by reference.
EXHIBIT 10.4
THE YORK WATER COMPANY
NORTH CODORUS TOWNSHIP ARTICLES OF AGREEMENT
The Articles of Agreement between The York Water Company and North
Codorus Township relative to extension of water mains dated
September 20, 1989 has been filed previously with the Securities
and Exchange Commission on Form 10-K, dated March 25, 1991 and is
hereby incorporated by reference.
EXHIBIT 10.5
THE YORK WATER COMPANY
YORK TOWNSHIP ARTICLES OF AGREEMENT
The Articles of Agreement between The York Water Company and York
Township relative to extension of water mains dated December 29,
1989 has been filed previously with the Securities and Exchange
Commission on Form 10-K, dated March 25, 1991 and is hereby
incorporated by reference.
EXHIBIT 11
THE YORK WATER COMPANY
COMMON SHARES USED IN
COMPUTING EARNINGS
PER SHARE
1996 1995 1994 1993 1992
Common shares
outstanding,
beginning of
the year 637,374 629,684 621,817 613,889 551,243
Weighted average
shares issued in
connection with 1996
stock subscription 16,608 - - - -
Weighted average
shares issued in
connection with 1992
stock subscription - - - - 29,774
Weighted average
shares issued in
connection with the
Employee Stock
Purchase Plan 436 430 406 398 399
Weighted average
shares issued in
connection with the
Optional Dividend
Reinvestment Plan 2,473 2,481 2,620 2,617 2,526
656,891 632,595 624,843 616,904 583,942
EXHIBIT 13
THE YORK WATER COMPANY
1996 ANNUAL REPORT TO SHAREHOLDERS
The York Water Company's 1996 Annual Report to Shareholders is
attached hereto.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
To the Shareholders and Board of Directors of
The York Water Company:
We consent to incorporation by reference in the registration
statements No. 2-80547 on Form S-3 (Optional Dividend Reinvestment
Plan) and No. 33-26180 on Form S-8 (Employees' Stock Purchase Plan)
of The York Water Company of our report dated February 21, 1997,
relating to the balance sheets of The York Water Company as of
December 31, 1996 and 1995, and the related statements of income,
shareholders' investment, and cash flows for each of the years in
the three-year period ended December 31, 1996, and related
schedule, which report appears in the December 31, 1996 annual
report to shareholders and is incorporated by reference in the annual
report on Form 10-K of The York Water Company.
We also consent to incorporation by reference in the registration state-
ments No. 2-80547 on Form S-3 (Optional Dividend Reinvestment Plan) and
No. 33-26180 on Form S-8 (Employees' Stock Purchase Plan) of The York
Water Company of our report dated February 21, 1997, relating to the
financial statement schedule as listed in Item 14(a) of the Company's
December 31, 1996 annual report on Form 10-K, which report appears in such
annual report on Form 10-K.
KPMG Peat Marwick LLP
Harrisburg, Pennsylvania
March 31, 1997
EXHIBIT 28.1
THE YORK WATER COMPANY
UNDERTAKINGS INCORPORATED BY REFERENCE INTO REGISTRATION
STATEMENT FORM S-8 DATED DECEMBER, 1988
The undertaking set forth below is filed for purposes of
incorporation by reference into Part II of the registration
statements on Form S-8, File No. 33.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
Insofar as indemnification for liabilities
rising under the Securities Act of 1933 (the
"Securities Act") may be permitted to
directors, officers or persons controlling the
registrant pursuant to the provisions
described in this registration statement, or
otherwise, The York Water Company (the
"Company") has been advised that in the
opinion of the Commission such indemnification
is against public policy as expressed in the
Securities Act and is therefore unenforceable.
In the event that a claim for indemnification
against such liabilities (other than the
payment by the Company of expenses incurred or
paid by a director, officer or controlling
person of the Company 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 Company 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 Securities Act and will be
governed by the final adjudication of such
issue.