SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
COMMISSION REGISTRANT AND STATE OF INCORPORATION IRS EMPLOYER
File No. Address and Telephone Number Identification No.
---------- ------------------------------------- ------------------
333-47647 American States Water Company 95-4676679
(A California corporation)
630 East Foothill Boulevard
San Dimas, California 91773-9016
909-394-3600
000-01121 Southern California Water Company 95-1243678
(A California corporation)
630 East Foothill Boulevard
San Dimas, California 91773-9016
909-394-3600
Securities registered pursuant to Section 12(b) of the Act:
AMERICAN STATES WATER COMPANY
COMMON SHARES, $2.50 STATED VALUE NEW YORK STOCK EXCHANGE
--------------------------------- -----------------------
Title of Each Class Name of Each Exchange On Which Registered
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether Registrant 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 and 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. [ ]
The aggregate market value of the total voting stock held by non-affiliates of
American States Water Company was approximately $345,539,000 on March 1, 2002.
The closing price per Common Share on that date, as quoted in the Western
Edition of The Wall Street Journal, was $34.35. Voting Preferred Shares of
American States Water Company, for which there is no established market, were
valued on March 1, 2002 at $1,972,000 based on a yield of 4.16%. As of March 1,
2002, the number of Common Shares of American States Water Company, $2.50 Stated
Value, outstanding was 10,079,629. As of that same date, American States Water
Company owned all 110 outstanding Common Shares of Southern California Water
Company.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement will be subsequently filed with the Securities
and Exchange Commission as to Part III, Item Nos. 10, 11, 12 and 13, in each
case as specifically referenced herein.
AMERICAN STATES WATER COMPANY
AND
SOUTHERN CALIFORNIA WATER COMPANY
FORM 10-K/A
AMENDMENT NO. 1
INDEX
Page No.
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PART I
Item 1: Business 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
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
PART IV
Item 14: Not applicable in this Amendment No. 1
Signature 2
ITEM 1. BUSINESS
This annual report on Form 10-K is a combined report being filed by two
separate Registrants: American States Water Company (hereinafter "AWR") and
Southern California Water Company (hereinafter "SCW"). References in this report
to "Registrant" are to AWR and SCW, collectively, unless otherwise specified.
SCW makes no representations as to the information contained in this report
relating to AWR and its subsidiaries, other than SCW.
GENERAL
AWR, incorporated in 1998, is engaged in the business of holding, for
investment, the stock primarily of utility companies. AWR's principal investment
is the stock of SCW. SCW is a California public utility company engaged
principally in the purchase, production, distribution and sale of water (SIC No.
4941). SCW also distributes electricity in one customer service area (SIC No.
4911). SCW is regulated by the Public Utilities Commission of the State of
California (CPUC) and was incorporated on December 31, 1929. SCW is organized
into three water service regions and one electric customer service area
operating within 75 communities in 10 counties in the State of California and
provides water service in 21 customer service areas. Region I incorporates 7
customer service areas in northern and central California; Region II has 4
customer service areas located in Los Angeles County; Region III incorporates 10
water customer service areas in eastern Los Angeles County, and in Orange, San
Bernardino and Imperial counties. SCW also provides electric service to the City
of Big Bear Lake and surrounding areas in San Bernardino County through its Bear
Valley electric service division.
AWR also owns two other subsidiaries. American States Utility Services,
Inc. (ASUS) contracts to lease, operate and maintain water and wastewater
systems owned by others and to provide related services, such as billing and
meter reading. Chaparral City Water Company (CCWC) is an Arizona public utility
company serving approximately 11,400 customers in the town of Fountain Hills,
Arizona and a portion of the City of Scottsdale, Arizona (SIC No. 4941). The
Arizona Corporation Commission (ACC) regulates CCWC. Neither AWR nor ASUS is
regulated by either the CPUC or the ACC.
SCW served 246,799 water customers and 21,747 electric customers at
December 31, 2001, or a total of 268,546 customers, compared with 266,658 total
customers at December 31, 2000. CCWC served 11,353 water customers as of
December 31, 2001, compared with 11,063 customers at December 31, 2000. ASUS has
approximately 90,000 accounts under contract.
COMPETITION
The businesses of SCW and CCWC are substantially free from direct and
indirect competition with other public utilities, municipalities and other
public agencies. AWR's other subsidiary, ASUS, actively competes with other
investor-owned utilities, other third party providers of water and wastewater
services, and governmental entities on the basis of price and quality of
service.
EMPLOYEE RELATIONS
SCW had 481 employees as of December 31, 2001 as compared to 489 at
December 31, 2000. Seventeen positions in SCW's Bear Valley Electric customer
service area are covered by a collective bargaining agreement, which expires in
2002, with the International Brotherhood of Electrical Workers. Fifty-six
positions in SCW's Region II ratemaking district are covered by a collective
bargaining agreement, which expires in 2004, with the Utility Workers of
America. SCW has no other unionized employees.
CCWC had 11 employees as of December 31, 2001, all of who are
non-unionized.
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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.
-------------------------------
McClellan Harris III
Vice President - Finance,
Treasurer, Chief Financial
Officer and Secretary
Date: March 28, 2002
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