Filed Pursuant to Rule 424(b)(3)
Registration No. 333-122900
AQUA AMERICA
[GRAPHIC OMITTED]
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 March 2, 2005.
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TABLE OF CONTENTS
PAGE
Plan Overview .......................................................... 1
Forward-Looking Statements ............................................. 1
A Summary of Important Plan Features ................................... 3
Administration ......................................................... 4
Internet Access ........................................................ 4
Participation and Enrollment ........................................... 5
Dividend Reinvestment .................................................. 6
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 .................................... 13
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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").
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;
- dividend payment projections;
- opportunities for future acquisitions, the success of pending
acquisitions and the impact of future acquisitions;
- the capacity of our water supplies, water facilities and
wastewater facilities;
- general economic conditions;
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- acquisition-related costs and synergies;
- the impact of geographic diversity on our exposure to unusual
weather;
- developments, trends and consolidation in the water and
wastewater utility industries;
- our capability to pursue timely rate increase requests;
- our authority to carry on our business without unduly
burdensome restrictions;
- our ability to obtain fair market value for condemned assets;
- the impact of fines and penalties;
- the development of new services and technologies by us or our
competitors;
- the availability of qualified personnel;
- the condition of our assets; and
- the impact of legal proceedings.
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 our credit rating;
- our ability to integrate businesses, 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
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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.
- 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
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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.
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
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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.
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.
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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:
- 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
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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.
- 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.
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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
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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.
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.
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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.
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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.
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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.
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.
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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.
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,
13
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 (www.sec.gov) or by visiting our web site at
www.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.
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