SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 193
X Filed by the Registrant
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Check the appropriate box
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by Rule 14a-6(e)(2
Definitive Proxy Statement
Definitive Additional Material
Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-1
The York Water Company
(Name of Registrant as Specified In Its Charter)
The York Water Company
(Name of Person(s) Filing Proxy Statement)
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computed pursuant to Exchange Act Rule 0-11:
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* Set forth the amount on which the filing fee is calculated
and state how it was determined.
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
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THE YORK WATER COMPANY
130 EAST MARKET STREET
YORK, PENNSYLVANIA 17401
March 30, 2001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF THE YORK WATER COMPANY
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders
of The York Water Company will be held at the Filter Plant of the
Company, Grantley Road Extended, York County, Pennsylvania, on
Monday, May 7, 2001 at 1:00 P.M. for the purpose of taking action
upon the following proposals:
(1) To elect three (3) Directors to three-year terms of
office;
(2) To appoint independent accountants to audit the financial
statements of the Company for the year 2001; and
(3) To transact such other business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on
March 15, 2001 as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting, and
at any adjournment or adjournments thereof.
You are cordially invited to attend the meeting. In the event
you will be unable to attend, you are respectfully requested to
sign, date and return the enclosed proxy at your earliest
convenience in the enclosed stamped return envelope. Returning
your proxy does not deprive you of the right to attend the meeting
and vote your shares in person.
By order of the Board of Directors,
JEFFREY S. OSMAN
Secretary
THE YORK WATER COMPANY
130 EAST MARKET STREET
YORK, PENNSYLVANIA 17401
March 30, 2001
PROXY STATEMENT
This Proxy Statement and the accompanying form of proxy are
being furnished to the shareholders of The York Water Company
(hereinafter referred to as the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company,
whereby shareholders would appoint George Hay Kain, III, John L.
Finlayson, and Chloe R. Eichelberger, and each of them, as Proxies
on behalf of the shareholders, to be used at the Annual Meeting of
the Shareholders of the Company to be held at 1:00 p.m. at the
Filter Plant of the Company on Monday, May 7, 2001 (the "Annual
Meeting") and at any adjournment thereof.
Solicitation of proxies will be primarily by mail. Proxies
may also be solicited personally and by telephone by regular
employees of the Company. The expenses of the solicitation will be
borne by the Company. Such expenses may also include ordinary
charges and expenses of brokerage houses and other custodians,
nominees and other fiduciaries for forwarding documents to
shareholders. This Proxy Statement has been mailed to shareholders
of the Company on or about March 30, 2001.
A shareholder who completes and forwards the enclosed proxy to
the Company's transfer agent, American Stock Transfer & Trust
Company, is not precluded from attending the Annual Meeting and
voting his or her shares in person, and may revoke the proxy by
delivering a later dated proxy or by written notification to the
Company or to the transfer agent, at any time before the proxy is
exercised.
PURPOSE OF THE MEETING
At the Annual Meeting, shareholders of the Company will
consider and vote upon proposals: (i) to elect three (3) Directors
to serve for a term of three (3) years; and (ii) to ratify the
appointment of Stambaugh Ness, P.C. as independent auditors for the
fiscal year ending December 31, 2001. Shareholders may also
consider and vote upon such other matters as may properly come
before the Annual Meeting or any adjournment thereof.
VOTING AT THE MEETING
The outstanding securities of the Company entitled to vote at
the meeting consist of 3,042,731 shares of Common Stock. The
presence at the Annual Meeting in person or by proxy of
shareholders entitled to cast a majority of the votes which all
shareholders are entitled to cast will constitute a quorum for the
Annual Meeting.
The record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting or at any
adjournment or adjournments thereof was the close of business on
March 15, 2001. Shareholders are entitled to one vote for each
share on all matters coming before the meeting, except that
shareholders have cumulative voting rights with respect to the
election of Directors. Cumulative voting rights permit each
shareholder to cast as many votes in the election of each class of
Directors to be elected as shall equal the number of such
shareholder's shares of Common Stock multiplied by the number of
Directors to be elected in such class of Directors, and each
shareholder may cast all such votes for a single nominee or
distribute such votes among two or more nominees in such class as
the shareholder may see fit. Discretionary authority to cumulate
votes is not being solicited.
In accordance with Pennsylvania law, a shareholder can
withhold authority to vote for all nominees for directors or can
withhold authority to vote for certain nominees for directors.
Directors will be elected by a plurality of the votes cast. Votes
that are withheld will be excluded from the vote and will have no
effect.
Any votes that are withheld on the proposal to ratify the
selection of the independent accountants will have the effect of a
negative vote because this proposal requires the affirmative vote
of a majority of the shares present at the meeting in person or
represented by proxy at the meeting and entitled to vote.
Brokers who have received no voting instructions from their
customers will have discretion to vote with respect to election of
directors and the proposal to ratify the Company's auditors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
No person, so far as known to the Company, beneficially owns
five (5) percent or more of the Company's outstanding Common Stock as
of March 15, 2001.
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of January 31, 2001 by
(1) each director and other director nominee of the Company, (2) each
executive officer named in the summary compensation table included
elsewhere herein and (3) all executive officers and directors as a
group.
The information appearing in the following table with respect to
principal occupation and beneficial ownership of Common Stock of the
Company has been furnished to the Company by the three nominees and
the six directors continuing in office as of January 31, 2001.
Director Full Shares Percent of
Principal Occupation During or Officer Owned Total Shares
Name Age Last Five Years Since BeneficiallyOutstanding
NOMINEES FOR ELECTION TO THREE YEAR TERMS EXPIRING IN 2004
Irvin S. Naylor* 65 Vice Chairman of the Board, The York Water 10/31/60 17,175 0.56
Company, May, 2000 to date
Chairman of the Board, The York Water
Company, September, 1993 to May, 2000
President/Owner, Snow Time, Inc., Owns
and Operates Ski Areas, June, 1964 to date
Vice Chairman/Owner, Cor-Box, Inc.,
Mfg. Corrugated Boxes, June, 1966 to
November, 1999
William T. Morris, P.E.* 63 President and Chief Executive Officer, 04/19/78 13,485 0.44
The York Water Company, May, 1995 to date
Horace Keesey III* 72 Chairman of the Board, The York Water 08/27/79 15,483 0.51
Company, May, 2000 to date
Vice Chairman of the Board, The York
Water Company, May, 1995 to May, 2000
TO CONTINUE FOR TERMS EXPIRING IN 2002
John L. Finlayson* 59 Vice President-Finance and 09/02/93 4,347 0.14
Administration, Susquehanna Pfaltzgraff
Co., August, 1978 to date
Chloe R. Eichelberger 66 Owner/President/Chief Executive Officer, 09/15/95 2,233 0.07
Chloe Eichelberger Textiles, Inc.,
September, 1987 to date
Thomas C. Norris 62 Retired, Chairman of the Board, P. H. 06/26/00 1,800 0.06
Glatfelter Company, May, 2000 to date
Chairman of the Board, P. H. Glatfelter Company,
April, 1988 to May, 2000
TO CONTINUE FOR TERMS EXPIRING IN 2003
George Hay Kain, III, Esq. 52 Sole Practitioner, Attorney at Law 08/25/86 15,395 0.51
April, 1982 to date
Michael W. Gang, Esq.* 50 Partner, Morgan, Lewis & Bockius LLP, 01/22/96 1,733 0.06
Counselors at Law, October, 1984
to date. Morgan, Lewis & Bockius LLP
is counsel to the Company
George W. Hodges 49 Office of the President, The Wolf 06/26/00 22,395 0.74
Organization, Inc., January, 1986
to date
EXECUTIVE OFFICERS NAMED IN COMPENSATION TABLE
Jeffrey S. Osman 58 Vice President-Finance and Secretary- 05/01/95 419 0.01
Treasurer, The York Water Company,
May, 1995 to date
All Directors and Executive Officers as a group 94,465 3.10
* Members of the Executive Committee.
Except as indicated in the footnotes below, Directors possessed sole
voting power and sole investment power with respect to all shares set forth in
this column.
The percentage for each individual or group is based on the aggregate
shares outstanding as of March 15, 2001 (3,042,731 shares).
Includes 11,846 shares owned jointly with Mr. Morris' wife and mother,
for which he shares voting and investment power.
Includes 3,300 shares owned jointly with Mr. Keesey's four adult
children, for which he shares voting and investment power.
Includes 800 shares held by Mr. Norris's wife, for which Mr. Norris
disclaims beneficial ownership.
Includes 3,531 shares held by Mr. Kain's wife and child for which Mr.
Kain disclaims beneficial ownership. Also includes 6,232 shares held by the
estate of Mr. Kain's grandfather, for which he is one of three co-trustees and
shares voting power and investment power.
Includes shares owned by family members, and certain other shares, as
to which some Directors and Officers disclaim any beneficial ownership and which
are further disclosed in the notes above.
ELECTION OF DIRECTORS
At the Annual Meeting, all the nominees, each of whom is currently serving
as Director, are to be elected to serve for the ensuing three (3) years and
until their respective successors have been elected and qualified. The bylaws
of the Company provide that the Board of Directors will consist of not less than
a total of nine Directors, who are elected to staggered three-year terms of
office. Each share represented by the enclosed proxy will be voted for each of
the nominees listed, unless authority to do so is withheld. If any nominee
becomes unavailable for any reason or if a vacancy should occur before the
election (which events are not anticipated), the shares represented by the
enclosed proxy may be voted for such other person as may be determined by the
Proxies.
The three Directors are to be elected by a plurality of the votes cast at
the Annual Meeting. The Board of Directors unanimously recommends a vote "FOR"
each of the nominees.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company believes that during the year ended December 31, 2000, its
directors and executive officers complied with all applicable filing
requirements of Section 16(a) of the Securities Exchange Act of 1934. The
foregoing statement is based solely upon a review of copies of reports furnished
to the Company and written representations of its Directors and executive
officers that no other reports were required.
GENERAL INFORMATION ABOUT OTHER BOARDS OF DIRECTORS
The following members of the Board of Directors of The York Water Company
are Board members of other publicly held companies as indicated below:
Publicly Held
Companies Other Than
Board Members The York Water Company
Ms. Chloe Eichelberger Susquehanna Bancshares, Inc.
Mr. George W. Hodges Drovers Bancshares Corp. and
The Drovers & Mechanics Bank
Mr. Thomas C. Norris Cadmus Communication
Farmer's Fire Insurance Company
COMMITTEES AND FUNCTIONS
The Company has an Executive Committee, an Audit Committee and a
Compensation and Nomination Committee, all of which are composed of members of
the Board of Directors.
The Executive Committee held ten (10) meetings during the fiscal year
ended December 31, 2000. The Executive Committee is empowered to function as
delegated by the Board of Directors. The Executive Committee is composed of the
following Directors appointed by the Board: Horace Keesey III, Chairman; Irvin
S. Naylor; William T. Morris, P.E.; John L. Finlayson; and Michael W. Gang.
The Audit Committee held two (2) meetings during the fiscal year-ended
2000. The Audit Committee monitors the audit functions of our independent
public accountants and internal controls of the Company. The Audit Committee of
the Company is composed of the following Directors appointed by the Board: John
L. Finlayson, Chairman; Chloe R. Eichelberger; George W. Hodges; Thomas C.
Norris; and Horace Keesey III, ex officio. The Board of Directors has adopted a
written charter for the Audit Committee. A copy of the written charter is
attached as an appendix to the proxy statement.
The Compensation and Nomination Committee held two (2) meetings during
the fiscal year-ended 2000 and considers and makes recommendations to the Board
of Directors concerning the proposed compensations, salaries and per diems of
the corporate officers, Directors and members of the Committees of the Board of
Directors of the Company and makes recommendations to the Board of Directors for
nominations for Directors and officers of the Company. This Committee will
consider nominees recommended by shareholders of the Company. Such
recommendations should be made in writing, should include a statement of the
recommended nominee's qualifications, and should be addressed to the Committee
at the address of the Company. In accordance with the Company's bylaws, actual
nominations must be made in writing and must be received
by the Company not less than ninety (90) days before the date of the Annual
Meeting. The Compensation and Nomination Committee is composed of the following
Directors appointed by the Board: Michael W. Gang, Chairman; John L. Finlayson;
George W Hodges; Irvin S. Naylor; and Horace Keesey III, ex officio.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning compensation paid
or accrued by the Company to the Chief Executive Officer and the Vice
President-Finance, Secretary-Treasurer of the Company. No other executive
officer of the Company earned more than $100,000 in salary during any of the
last three fiscal years. The Company has not paid any bonuses in any of the
last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and All Other
Principal Compensation
Position Year Salary($) ($)
William T. Morris, 2000 175,542 1,000
President, Chief 1999 163,710 1,000
Executive Officer 1998 152,041 2,839
and Director
Jeffrey S. Osman, 2000 109,753 1,000
Vice President-Finance, 1999 102,236 1,000
Secretary-Treasurer 1998 91,965 1,000
Represents $1,000 of Company matching contributions to the 401(k)
plan in 1998, 1999 and 2000 and $1,839 in insurance
policy premiums expended by the Company to fund Mr. Morris'
interest in the Deferred Compensation Program in 1998. It is
anticipated that the Company will make no additional expenditures
in remaining policy premiums to fund Mr. Morris' interest in the
Deferred Compensation Program.
Represents $1,000 of Company matching contributions to Mr.
Osman's 401(k) plan in 1998, 1999 and 2000.
Officers with five years' service are entitled to benefits under the
Company's General and Administrative Employees Pension Plan (the "Pension Plan")
upon retirement after attaining age 55. The pension benefit computation is
based on the years of service times the sum of $17.50 and 1-1/2% of that portion
of the final average monthly earnings which are in excess of $400. The final
average monthly earnings are the average of the employee's earnings for the 60
months immediately preceding the date the pension benefit
calculation is made. As of December 31, 2000, Mr. Morris has been credited with
32 years of service and Mr. Osman has been credited with 17 years of service
under the Pension Plan. The following table illustrates the approximate annual
benefit that may become payable under the Pension Plan to the executive officers
who have met both the five year and 55 year age requirements, based upon the
indicated assumptions as to remuneration and years of credited service.
Remuneration 17 20 25 32 35
$210,650 $56,061 $65,954 $82,443 $105,527 $115,420
131,704 35,930 42,271 52,839 67,634 73,975
The above figures assume retirement at age 65 with a
straight-life annuity and without reduction for a survivor benefit or Social
Security benefits.
The Company maintains a supplemental retirement program (the
"Supplemental Plan"), which provides senior management with a retirement benefit
in addition to the Pension Plan. The Supplemental Plan is designed to encourage
management to stay with the Company until retirement. Supplemental Plan
benefits have been made available to five members of the Company's management
and are payable to the executive or his beneficiary (a "Supplemental Plan
Beneficiary") monthly over a period of 180 months. The annual benefit payable
under the Supplemental Plan (the "Annual Benefit") may be calculated by
multiplying the number of years of service subsequent to December 31, 1983 but
prior to the attainment of age 65, by a predetermined annual retirement benefit
unit, which in the case of Mr. Morris is $3,600, in the case of Mr. Osman is
$1,440 and in the case of all Supplemental Plan Participants ranges from $1,200
to $3,600. The estimated Annual Benefit payable to Mr. Morris at normal
retirement age under the Supplemental Plan is $68,400, and the estimated benefit
payable to Mr. Osman at normal retirement age under the Supplemental Plan is
$34,560. The Supplemental Plan is funded by insurance policies owned by the
Company on each manager covered by the Supplemental Plan, and if the assumptions
made as to mortality experience, policy dividends and other factors (the
"Funding Assumptions") are realized, the Company will recover all of its
payments made under the Supplemental Plan plus a factor for the use of the
Company's money. The Company is obligated to pay Annual Benefits, and
Supplemental Plan Beneficiaries have the status of unsecured creditors of the
Company with respect to Annual Benefits, regardless of whether the Funding
Assumptions are realized and the insurance policies fully fund or reimburse the
Company for its payments under the Supplemental Plan. The following table
illustrates the approximate Annual Benefits that may become payable to
Supplemental Plan Beneficiaries:
Annual Retirement Years of Service
Benefit Unit Subsequent to December 31, 1983
10 15 20 25 30
$3,600 $36,000 $54,000 $72,000 $90,000 $108,000
2,100 21,000 31,500 42,000 52,500 63,000
1,754 17,540 26,310 35,080 43,850 52,620
1,440 14,400 21,600 28,800 36,000 43,200
1,200 12,000 18,000 24,000 30,000 36,000
The Deferred Compensation Program permits eligible supervisors,
managers and executives to defer up to 5% of salary, normally over an eleven
(11) year period, with the Company matching the deferment, up to 2-1/2% of
salary. The Company has obtained life insurance policies for participants under
the Deferred Compensation Program to fund its future payment obligations under
the Deferred Compensation Program, and no cash balances are maintained by the
Company to fund participant deferrals, Company matching contributions, or
earnings with respect to such balances derived from the insurance policies
(together, the "Deferred Compensation Program Balances"). At retirement, each
participant, or beneficiary, is entitled to receive over a ten-year period
monthly payments equal in the aggregate to the Deferred Compensation Program
Balance that accrued with respect to such participant in Company maintained
book-entry accounts. Except for Mr. Morris, no other directors participate in
this program. Mr. Morris' projected annual payment under this program is
$22,042, and Mr. Osman's projected annual payment under this program is $13,651.
Mr. Morris and Mr. Osman have employment contracts with the Company
which provide that, in the event of their involuntary termination of employment
for any reason other than cause prior to or following a change of control of the
Company, they would be entitled to severance payments. Mr. Morris would be
entitled to a severance payment equal to 2.99 times his base salary for the
preceding 12 months. Mr. Morris would also be entitled to medical, dental and
other insurance benefits for a period of three years after his termination
date. Mr. Osman would be entitled to a severance payment equal to .5 times
his base salary for the preceding 12 months. Mr. Osman would be entitled to
medical, dental and other insurance benefits for a period of one year after his
termination date. The employment contracts contain provisions regarding their
obligation to maintain the confidentiality of Company information and their
agreement not to compete with the Company within its franchised service
territory for a period of one year after termination of their employment by the
Company.
Each Director who is not a regular full-time employee of the Company is
entitled to receive the following amounts for services rendered to the Company:
$7,620 per annum in Directors' fees; $3,700 per annum for service as a regular
member of the Executive Committee; a per diem of $470 for each Board of
Directors' Meeting; and a per diem of $415 for a regular or alternate member's
attendance at each Executive Committee Meeting. There were 14 Board of
Directors' Meetings and 10 Executive Committee Meetings during the fiscal year
ended December 31, 2000. All Directors attended at least 75% of the
scheduled Board of Directors and committee meetings except Director Naylor who
attended 50% of the meetings.
COMPANY PERFORMANCE
The following line graph presents the annual and cumulative total
shareholder return for The York Water Company Common Stock over a five-year
period, as compared to a comparable return associated with an investment in the
S&P 500 Composite Index and a composite index of water companies prepared and
maintained by Standard and Poor's (the "Peer Index").
(Details of graph not transmitted electronically are as follows:)
DOLLAR RETURN
For Past 5 Years
1996 1997 1998 1999 2000
S&P 500 123 164 211 255 232
S&P Water 115 149 186 158 212
York Water 108 136 131 121 144
The line graph above assumes $100 invested on December 31, 1995 in the Company's
Common Stock and the stock of companies included in the S&P 500 and the Peer
Index and assumes the quarterly reinvestment of dividends. The return for the
Peer Index presented above took into consideration the cumulative total return
of the common stock of the following water companies included in the Peer
Index: American Water Works Inc., American States Water Company, and
Philadelphia Suburban Corp.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Nomination Committee of the Board of Directors of the
Company establishes general compensation policies of the Company and considers
and makes recommendations to the Board of Directors concerning the proposed
compensation, salaries and per diems of the President and Chief Executive
Officer, the Chairman, Vice Chairman, directors and members of the Committees of
the Board of Directors of the Company. The Chairman and Vice Chairman serve the
Company in a part-time capacity, and the amount of salary payable to such
officers has been determined by the Committee based upon the amount of time
dedicated and value of contributions made to the Company.
Mr. Morris, the Chief Executive Officer of the Company, served the Company
as its President and General Manager from May, 1982 to May, 1995. In May 1995
Mr. Morris assumed the position of President and Chief Executive Officer. Mr.
Osman has served the Company as its Vice President-Finance and
Secretary-Treasurer since May, 1995. The Compensation and Nomination Committee
historically has established Mr. Morris' and Mr. Osman's compensation after
considering comparative salary data from industry and other salary surveys
(including data derived from publicly disclosed compensation information
concerning many of the companies identified in the Peer Index), individual past
performance, the Company's performance (on an absolute basis and in comparison
to peer performance within the context of a regulated industry), and to a lesser
extent changes in the cost of living in the Company's service territory. While
no formal salary or compensation guidelines have been developed or used, salary
levels have been determined after balancing the foregoing factors (in their
entirety, without giving weight to any particular factor and without regard to
any particular relationship between compensation levels and any quantitative or
qualitative aspect of the Company's performance) with the interests of the
Company's shareholders, customers and employees.
Section 162(m) of the Internal Revenue Code generally disallows, in certain
circumstances, a tax deduction to public
companies for compensation over $1 million paid to a corporation's chief
executive officer and next four most highly
compensated executive officers. The Company does not have any compensation
programs that would be impacted by Section
162(m).
Michael W. Gang, Chairman George W. Hodges, Member
John L. Finlayson, Member Irvin S. Naylor, Member
Horace Keesey III, ex officio
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Horace Keesey III, Chairman of the Board, is a non-voting ex officio
member of the Compensation and Nomination Committee.
SHAREHOLDER APPROVAL OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has approved the recommendation of
the Audit Committee for the appointment of Stambaugh Ness, P.C., York,
Pennsylvania as independent public accountants to audit the financial statements
of the Company for the year 2001. Stambaugh Ness, P.C. has audited the
Company's financial statements since 2000. There have been no disagreements
between the Company and Stambaugh Ness, P.C. concerning the Company's financial
statements. It is intended that, unless otherwise specified by the
shareholders, votes will be cast pursuant to the proxy hereby solicited in favor
of the appointment of Stambaugh Ness, P.C.
Audit fees are approved by the Company's Audit Committee and all
professional services to be rendered by Stambaugh Ness, P.C. are approved by the
Board of Directors. The Board considers the possible effect on auditors'
independence of providing nonaudit services prior to the service being rendered,
but the Board does not anticipate significant non-audit services will be
rendered during 2001.
Fees for audit services include the examination of financial statements,
assistance with the preparation of the Annual Report to Shareholders and the
Annual Report on Form 10-K to the Securities and Exchange Commission, tax
computation assistance, and consultation in connection with various accounting
and tax related matters.
Representatives of Stambaugh Ness, P.C. are not expected to be present at
the Annual Meeting. Therefore, such representatives will not have an
opportunity to make a statement, or be available to respond to any questions
from shareholders.
Adoption of this proposal requires the affirmative vote of a majority of
the votes cast by all shareholders entitled to vote at the Annual Meeting. The
Board of Directors unanimously recommends a vote "FOR" this proposal. It is
understood that even if the selection of Stambaugh Ness, P.C. is ratified, the
Board, at its discretion, may direct the appointment of a new independent
auditing firm at any time during the year if the Board determines that such a
change would be in the best interests of the Company and its shareholders.
DISCRETIONARY AUTHORITY
The notice of Annual Meeting of Shareholders calls for the transaction of
such other business as may properly come before the meeting. The Board of
Directors has no knowledge of any matters to be presented for action by the
shareholders at the meeting other than is hereinbefore set forth. In the event
additional matters should be presented, however, the proxies will exercise their
discretion in voting on such matters.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTORS
In accordance with the Company's bylaws, shareholder's proposals and
nominations for Directors for consideration at the 2002 Annual Meeting of
Shareholders must be received by the Company in writing prior to February 1,
2002.
OTHER MATTERS
The expense of this solicitation will be paid by the Company. If
necessary, some of the officers of the Company and regular employees of The York
Water Company may solicit proxies personally or by telephone.
Further information regarding the Company is set forth in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 which has
been filed with the Securities and Exchange Commission. The Form 10-K
(including financial statements and schedules, but without exhibits) may be
obtained free of charge by writing to: The York Water Company, 130 East Market
Street, York, Pennsylvania 17401. Copies of exhibits to the Form 10-K will be
furnished upon request and the payment of a reasonable fee.
A copy of the Company's Annual Report to Shareholders, which includes
financial statements, is being transmitted herewith, but does not form part of
the proxy solicitation materials.
APPENDIX A
THE YORK WATER COMPANY
AUDIT COMMITTEE CHARTER
The Audit Committee shall advise and assist financial management and the
independent auditor in the general supervision of the corporate procedures
relating to financial reporting issues, internal financial controls, significant
risks and exposures, and the audits of the books and accounts of the Company,
and shall perform such other financial supervisory or audit duties prescribed by
the Board of Directors. The Audit Committee shall report directly to the Board
of Directors, and shall make recommendations to the Board relating to corporate
financial practices and procedures.
The scope of audit committee responsibilities shall include, but
shall not be limited to:
Recommend the selection of the independent auditor for approval by
the Board of Directors and election by shareholders, approve
the compensation of the independent auditor, and review and approve
the discharge of the independent auditor.
Confirm the independence and objectivity of the independent auditor.
Consider, in consultation with the independent auditor, the audit
scope and plan of the independent auditor.
Review with management and the independent auditor the results of
annual audits and related comments including:
The independent auditor's review of the quarterly financial
statements and audit of annual financial statements,
accompanying footnotes and its report thereon.
Any significant changes required in the independent auditor's
audit plans.
Any difficulties or disputes with management encountered
during the course of the audit.
The adequacy of internal controls including computerized
information system controls and security.
Review significant findings during the year, including the status of
previous audit recommendations.
Inquire about other matters related to the conduct of the audit
which are to be communicated to the Audit Committee.
Review and approve requests for any engagement to be performed by
the independent auditor that is beyond the scope of the audit
engagement letter.
Conduct or authorize investigations into any matters within the
scope of the Committee responsibilities.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE YORK WATER COMPANY
Proxy - Annual Meeting of Shareholders
May 7, 2001
The undersigned, a Shareholder of The York Water Company, a Pennsylvania
corporation (the "Company"), does hereby appoint George Hay Kain, III, John L.
Finlayson, and Chloe R. Eichelberger, and each of them, the true and lawful
attorneys and proxies with full power of substitution, for and in the name,
place and stead of the undersigned, to vote all of the shares of Common Stock of
the Company which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders of the Company to be held Monday,
May 7, 2001 at 1:00 p.m. local time at the Filter Plant of the Company, Grantley
Road Extended, York County, Pennsylvania or at any adjournment thereof.
(Continued and to be signed on reverse side)
(1) ELECTION OF DIRECTORS
To vote with respect to For All Nominees Withhold Authority
the election of Listed Below For all Nominees
Irvin S. Naylor
William T. Morris
Horace Keesey III
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that Nominee's name on the line provided below.
Cumulative votes for one or more nominees as follows:
Nominees: Irvin S. Naylor
William T. Morris
Horace Keesey III
For Against Abstain
(2) Appoint Stambaugh Ness,
P.C. as auditors
(4) DISCRETIONARY AUTHORITY
To transact such other business as may properly come before the meeting and
any adjournment thereof according to the proxies' discretion and in their
discretion.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 THROUGH 2.
Signature
Signature if Shares Held Jointly
Dated 2001
NOTE: Please mark, date and sign exactly as your name appears on
this proxy card. When shares are held jointly, both holders
should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title. If the holder
is a corporation or partnership, the full corporate or
partnership name should be signed by a duly authorized officer.