SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___ TO ___
COMMISSION REGISTRANT, STATE OF INCORPORATION IRS EMPLOYER
FILE NUMBER ADDRESS AND TELEPHONE NUMBER IDENTIFICATION NO.
------------- --------------------------------------------- -------------------
333-47647 American States Water Company 95-4676679
(Incorporated in California)
630 East Foothill Boulevard, San Dimas 91773
(909) 394-3600
000-01121 Southern California Water Company 95-1243678
(Incorporated in California)
630 East Foothill Boulevard, San Dimas 91773
(909) 394-3600
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of Each Exchange on Which Registered
American States Water Company Common
Shares
New York Stock Exchange
Rights to Purchase Junior
Participating Preferred Stock
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether 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 Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
American States Water Company Yes [X] No [ ]
Southern California Water Company Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act.).
American States Water Company Yes [X] No [ ]
Southern California Water Company Yes [ ] No [X]
The aggregate market value of the total voting common stock held by
non-affiliates of American States Water Company was approximately $415,019,000
on June 30, 2003. The closing price per Common Share on June 30, 2003, as quoted
in the Western Edition of THE WALL STREET JOURNAL, was $27.30. As of June 30,
003, the number of Common Shares of American States Water Company, outstanding
was 15,202,152. As of that same date, American States Water Company owned all
110 outstanding Common Shares of Southern California Water Company. The
aggregate market value of the total voting stock held by non-affiliates of
Southern California Water Company was zero on June 30, 2003.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement of American States Water Company has been filed
with the Securities and Exchange Commission as to Part III, Item Nos. 10, 11,
12, 13 and 14, in each case as specifically referenced herein.
AMERICAN STATES WATER COMPANY
AND
SOUTHERN CALIFORNIA WATER COMPANY
FORM 10-K/A
AMENDMENT NO. 1
INDEX
PART I
Item 1: Not applicable in this Amendment No. 1
Item 2: Not applicable in this Amendment No. 1
Item 3: Not applicable in this Amendment No. 1
Item 4: Not applicable in this Amendment No. 1
PART II
Item 5: Not applicable in this Amendment No. 1
Item 6: Not applicable in this Amendment No. 1
Item 7: Not applicable in this Amendment No. 1
Item 7A: Not applicable in this Amendment No. 1
Item 8: Not applicable in this Amendment No. 1
Item 9: Not applicable in this Amendment No. 1
Item 9A Not applicable in this Amendment No. 1
PART III
Item 10: Not applicable in this Amendment No. 1
Item 11: Not applicable in this Amendment No. 1
Item 12: Not applicable in this Amendment No. 1
Item 13: Not applicable in this Amendment No. 1
Item 14: Not applicable in this Amendment No. 1
Item 15: Exhibits
Signature(s)
PART III
ITEM 15. EXHIBITS
3.1 By-Laws of American States Water Company incorporated herein by
reference to Registrant's Form 8-K, dated November 2, 1998.
3.2 By-laws of Southern California Water Company incorporated by reference
to Registrant's Form 10-Q with respect to the quarter ended June 30,
2001.
3.3 Amended and Restated Articles of Incorporation of American States
Water Company, as amended. (1)
3.4 Restated Articles of Incorporation of Southern California Water Company
incorporated herein by reference to Southern California Water Company's
Form 8-K, dated January 20, 1999.
4.1 Amended and Restated Rights Agreement, dated January 25, 1999, by and
between American States Water Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent incorporated by reference to
Registrant's Form 10-K for the year ended December 31, 1998.
4.2 Indenture, dated September 1, 1993 between Southern California Water
Company and Chemical Trust Company of California incorporated herein by
reference to Registrant's Form 8-K.
10.1 Agreement of Merger dated as of June 25, 1998 by and among Southern
California Water Company, SCW Acquisition Corp. and American States
Water Company incorporated herein by reference to Registrant's Form
8-K, dated July 1, 1998.
10.2 Deferred Compensation Plan for Directors and Executives incorporated
herein by reference to Registrant's Registration Statement on Form S-2,
Registration No.
33-5151. (2)
10.3 Second Sublease dated October 5, 1984 between Southern California Water
Company and Three Valleys Municipal Water District incorporated herein
by reference to Registrant's Registration Statement on Form S-2,
Registration No. 33-5151.
10.4 Note Agreement dated as of May 15, 1991 between Southern California
Water Company and Transamerica Occidental Life Insurance Company
incorporated herein by reference to Registrant's Form 10-Q with respect
to the quarter ended June 30, 1991.
10.5 Schedule of omitted Note Agreements, dated May 15, 1991, between
Southern California Water Company and Transamerica Annuity Life
Insurance Company, and Southern California Water Company and First
Colony Life Insurance Company incorporated herein by reference to
Registrant's Form 10-Q with respect to the quarter ended June 30, 1991.
10.6 Loan Agreement between California Pollution Control Financing Authority
and Southern California Water Company, dated as of December 1, 1996
incorporated by reference to Registrant's Form 10-K for the year ended
December 31, 1998.
10.7 Agreement for Financing Capital Improvement dated as of June 2, 1992
between Southern California Water Company and Three Valleys Municipal
Water District incorporated herein by reference to Registrant's Form
10-K with respect to the year ended December 31, 1992.
10.8 Water Supply Agreement dated as of June 1, 1994 between Southern
California Water Company and Central Coast Water Authority incorporated
herein by reference to Registrant's Form 10-K with respect to the year
ended December 31, 1994.
10.9 Amended and Restated Retirement Plan for Non-Employee Directors of
American States Water Company, dated as of October 25, 1999,
incorporated herein by reference to Registrant's Form 10-K with respect
to the year ended December 31, 1999. (2)
10.10 Dividend Reinvestment and Common Share Purchase Plan incorporated
herein by reference to American States Water Company Rule 424 (b) (3)
filing dated October 27, 1999.
10.11 Amended and Restated Change in Control Agreements, dated as of October
25, 1999, between American States Water Company, Southern California
Water Company and certain executives incorporated herein by reference
to Registrant's Form 10-K with respect to the year ended December 31,
1999. (2)
10.12 Amended and Restated Change in Control Agreements, dated as of October
25, 1999, between Southern California Water Company and certain
executives incorporated by reference to Registrant's Form 10-K with
respect to the year ended December 31, 1999. (2)
10.13 Southern California Water Company Pension Restoration Plan
incorporated herein by reference to Registrant's Form 10-K with
respect to the year ended December 31, 1999. (2)
10.14 American States Water Company Annual Incentive Plan as amended
April 29, 2002 incorporated by reference to Registrant's Form 10-Q
for the quarter ended March 31, 2002. (2)
10.15 American States Water Company amended 2000 Stock Incentive Plan
incorporated herein by reference to Registrant's Form 10-Q for the
quarter ended September 30, 2003. (2)
10.16 Loan and Trust Agreement between The Industrial Development Authority
of The County of Maricopa, Chaparral City Water Company and Bank One,
Arizona, NA,, dated as of December 1, 1997 incorporated by reference to
Registrant's Form 10-K with respect to the year ended December 31,
2000.
10.17 Delivery Agreement between Central Arizona Water Conservation District
and Chaparral City Water Company, dated as of December 6, 1984
incorporated by reference to Registrant's Form 10-K with respect to the
year ended December 31, 2000.
10.18 Repayment Contract between the United States Bureau of Reclamation and
Chaparral City Water Company, dated as of December 6, 1984 for
construction of a delivery and storage system to transport CAP water
incorporated by reference to Registrant's Form 10-K with respect to the
year ended December 31, 2000.
10.19 Energy Transaction Confirmation with Mirant Americas Energy Marketing,
LP incorporated by reference to Registrant's Form 10-Q with respect to
the quarter ended March 31, 2001.
10.20 Power Purchase Agreement in June 2001 between Southern California Water
Company and Pinnacle West Capital Corporation incorporated by reference
to Registrant's Form 10-Q with respect to the quarter ended June 30,
2001.
10.21 Western Systems Power Pool Agreement incorporated by reference to
Registrant's Form 10-Q with respect to the quarter ended June 30, 2001.
10.22 Automated Power Exchange Master Service and Participation Agreement
incorporated by reference to Registrant's Form 10-K with respect to the
year ended December 31, 2001.
10.23 American States Water Company Three-Year Dividend Equivalent Right
Certificate incorporated by reference to Registrant's Form 10-Q for
the quarter ended March 31, 2002. (2)
10.24 Power Purchase Agreement dated September 3, 2002 between Southern
California Water Company and Pinnacle West Capital Corporation
incorporated by reference to Registrant's Form 10-K for the year ended
December 31, 2002.
10.25 Amendment to the Credit Agreement between American States Water Company
dated June 6, 2002 with Wells Fargo Bank, N.A., as Administrative Agent
incorporated by reference to Registrant's Form 10-K for the year ended
December 31, 2003.
21. Subsidiaries of Registrant (1)
23. Consent of Independent Public Accountants incorporated herein by
reference to Registrant's Form 10-K for the year ended December 31,
2003.
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (1)
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (1)
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 incorporated herein by reference to
Registrant's Form 10-K for the year ended December 31, 2003.
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 incorporated herein by reference to
Registrant's Form 10-K for the year ended December 31, 2003.
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(1) Filed concurrently herewith
(2) Management contract or compensatory arrangement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN STATES WATER COMPANY
and its subsidiary
SOUTHERN CALIFORNIA WATER COMPANY
By: /s/ McClellan Harris III
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Senior Vice President-Finance,
Chief Financial Officer, Treasurer
and Secretary
Date: April 28, 2004
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