American States Water Co – ‘8-A12B’ on 8/20/98

As of:  Thursday, 8/20/98   ·   Accession #:  902595-98-152   ·   File #:  1-14431

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Form 8-A                                               4     20K 
 2: EX-4.1      Rights Agreement                                      46±   190K 

8-A12B   —   Form 8-A
Document Table of Contents

8-A12B
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SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                

FORM 8-A                

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES               
PURSUANT TO SECTION 12(b) OR 12(g) OF THE               
SECURITIES EXCHANGE ACT OF 1934               

American States Water Company               
-----------------------------------------------------               
(Exact name of registrant as specified in its charter)                

California                                          95-4676679                  
----------                                           ---------                  
(State or other jurisdiction                      (IRS Employer                 
of incorporation)                              Identification No.)              

630 East Foothill Road                                                          
San Dimas, California                              89193-8510                   
-----------------------                           -----------                   
(Address of principal executive offices)           (Zip Code)                   

If  this Form relates to the       If this Form relates to                      
registration of a class  of        the registration of a                        
debt securities and is             class of debt securities                     
effective upon filing pursuant     and is to become effective                   
to General Instruction A(c)(1)     simultaneously with the                      
please check the following         effectiveness of a concurrent                
box [ ]                            registration statement under                 
                 the  Securities Act of 1933
         pursuant to General
                Instruction A(c)(2) please
                 check the following box [ ]

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of each class           Name of each exchange on which          
to be so registered           each class is to be registered          
-------------------           ------------------------------          
Stock Purchase Rights         New York Stock Exchange                 

Securities to be registered pursuant to Section 12(g) of the Act:               

None              
------------------------------------------                  
(Title of Class)                

8-A12B
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Item 1.   Description of Registrant's Securities to be                          
Registered.                                                 

On August 3, 1998, the Board of Directors of      
American States Water Company, a California corporation (the                    
"Company"), declared a distribution of one Right for each                       
outstanding share of common stock (the "Common Shares") of the                  
Company.  The distribution is to be made as of September 22, 1998               
(the "Record Date") to the shareholders of record on that date.                 
Each Right entitles the registered holder to purchase from the                  
Company, initially, one one-thousandth of a share of Junior                     
Participating Preferred Stock ("Preferred Shares") at a price of                
$120 (the "Purchase Price"), subject to adjustment.  The                        
description and terms of the Rights are set forth in a Rights                   
Agreement between the Company and ChaseMellon Shareholder                       
Services, L.L.C., as Rights Agent.                                              

Preferred Shares purchasable upon exercise of the 
Rights will be entitled to dividends of 1,000 times the                         
dividends, per share, declared on the Common Shares and in the                  
event of liquidation will be entitled to a minimum preferential                 
liquidating distribution of $1,000 per share and an aggregate                   
liquidating distribution, per share, of 1,000 times the                         
distribution made per Common Share.  The holders of Preferred                   
Shares will vote together with holders of Common Shares and will                
be entitled to 100 votes for each Preferred Share held on the                   
record date.  In the event of any merger, consolidation or other                
transaction in which Common Shares are exchanged, each Preferred                
Share will be entitled to receive 1,000 times the amount received               
per Common Share.                                                               

Because of the Preferred Shares' dividend and     
liquidation rights, the value when issued of the one one-                       
thousandth interest in a Preferred Share purchasable upon                       
exercise of each Right should approximate the value of one Common               
Share.                                                                          

Until the earlier to occur of (i) 10 business days
following a public announcement that a person or group of                       
affiliated or associated persons (an "Acquiring Person") has                    
acquired beneficial ownership of 15% or more of the Company's                   
general voting power other than pursuant to a Qualified Offer (as               
defined below), the date of such public announcement being called               
the "Stock Acquisition Date," or (ii) 10 business days (or such                 
later date as may be determined by action of the Board of                       
Directors) following the commencement of, or announcement of an                 
intention to make, a tender offer or exchange offer the                         
consummation of which would result in the beneficial ownership by               
a person or group of 15% or more of the Company's general voting                
power (the date of such earlier occurrence being called the                     
"Distribution Date"), the Rights will be evidenced by the                       
certificates representing the Common Shares and will be                         
transferred with and only with the Common Shares.  New Common                   
Share certificates issued after the Record Date upon transfer or                
new issuance of Common Shares will contain a notation                           
incorporating the Rights Agreement by reference, and the                        
surrender for transfer of any certificate for Common Shares, even               
without such notation or a copy of this Summary of Rights being                 
attached thereto, will also constitute the transfer of the Rights               
associated with the Common Shares represented by such                           
certificate.  As soon as practicable following the Distribution                 
Date, separate certificates evidencing the Rights ("Right                       
Certificates") will be mailed to holders of record of the Common                
Shares as of the close of business on the Distribution Date and                 
such separate Right Certificates alone will evidence the Rights.                

The Rights are not exercisable until the          
Distribution Date.  The Rights will expire on the tenth                         
anniversary of the Record Date (the "Final Expiration Date"),                   
unless the Final Expiration Date is extended or unless the Rights               
are earlier redeemed or exchanged by the Company, as described                  
below.                                                                          

The Purchase Price payable, the number of shares  
or other securities or property issuable upon exercise of the                   
Rights, and the number of outstanding Rights, are subject to                    
adjustment from time to time to prevent dilution.                               

A QUALIFIED OFFER is a tender offer or exchange   
offer for all outstanding Common Shares which is determined by                  
the non-affiliated continuing directors to be fair and otherwise                
in the best interests of the Company and its shareholders.                      

In the event that any person becomes an Acquiring 
Person other than by a purchase pursuant to a QUALIFIED OFFER,                  
proper provision will be made so that each holder of a Right,                   
other than Rights beneficially owned by the Acquiring Person                    
(which will not be entitled to the benefit of such adjustment)                  
will thereafter have the right to receive upon exercise that                    
number of Common Shares or Common Share equivalents having a                    
market value of two times the exercise price of the Right.                      

In the event that, at any time after an Acquiring 
Person has become such, the Company is acquired in a merger or                  
other business combination transaction (other than a merger which               
follows a QUALIFIED OFFER at the same or a higher price) or 50%                 
or more of its consolidated assets or earning power are sold,                   
proper provision will be made so that each holder of a Right will               
thereafter have the right to receive, upon the exercise thereof                 
at the then current exercise price of the Right, that number of                 
shares of common stock of the acquiring company which at the time               
of such transaction will have a market value of two times the                   
exercise price of the Right.                                                    

At any time after an Acquiring Person has become  
such, the Board of Directors of the Company may exchange the                    
Rights (other than Rights owned by such person or group), in                    
whole or in part, at an exchange ratio of one Common Share per                  
Right (subject to adjustment).                                                  

Up to and including the tenth business day after a
Stock Acquisition Date, the Board of Directors of the Company may               
redeem the Rights in whole, but not in part, at a price of $.01                 
per Right (the "Redemption Price").  Immediately upon any                       
redemption of the Rights, the right to exercise them will                       
terminate and the only right of the holders will be to receive                  
the Redemption Price.                                                           

The terms of the Rights may be amended by the     
Board of Directors without the consent of the holders of the                    
Rights at any time prior to the Distribution Date.  Thereafter                  
the Rights may be amended to make changes which do not adversely                
affect the interests of the holders of the Rights, or which                     
shorten or lengthen time periods, subject to certain limitations                
set forth in the Rights Agreement.                                              

Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Company.                      

Item 2.   Exhibits.                                                             

4.1  Rights Agreement dated as of August 3, 1998 by and     
between the Company and ChaseMellon Shareholder Services, L.L.C.,               
as Rights Agent.                                                                

8-A12B
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SIGNATURE               

Pursuant to the requirements of the Securities Exchange     
Act of 1934, the registrant has duly caused this report to be                   
signed on its behalf by the undersigned, thereunto duly                         
authorized.                                                                     

               AMERICAN STATES WATER COMPANY

               By:  /s/ McClellan Harris III
                     -------------------------
                McClellan Harris III

                 Its: Vice President -- Finance,
                    Chief Financial Officer,
                   Treasurer and Secretary

Date:  August 19, 1998                                                

8-A12B
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EXHIBIT INDEX                                                                   

                                                                [Download Table]

                                                        
Exhibit                                                 
Number                      Description                 

4.1                 Rights Agreement dated as of August 
                    3, 1998 by and between American     
                    States Water Company and ChaseMellon
                    Shareholder Services, L.L.C., as    
                    Rights Agent                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		9/22/98		2
Filed on:		8/20/98							8-K
		8/19/98		3
		8/3/98		2		4			8-K
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