form8k120809.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report: December 8, 2009

(Date of earliest event reported)

THE YORK WATER COMPANY

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	001-34245		23-1242500
(State or other jurisdiction	(Commission		(I.R.S. Employer
of incorporation)	File Number)		Identification No.)

130 EAST MARKET STREET YORK, PENNSYLVANIA		17401
(Address of principal executive offices)		(Zip Code)

(717) 845-3601

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

THE YORK WATER COMPANY

Item 1.01

Entry into a Material Definitive Agreement.

Following the approval by the Board of Directors of The York Water Company (the “Registrant”), at a regularly scheduled meeting held on November 23, 2009, the Registrant and American Stock Transfer & Trust Company, LLC, as Rights Agent, entered into the Amendment to Rights Agreement, dated as of December 8, 2009 (the “Amendment”), for the purpose of amending the Registrant’s Rights Agreement, dated as of January 24, 2009 (the “Rights Agreement”). The Amendment accelerates the expiration of the Rights issued under the Rights Agreement from the close of business on January 24, 2019 to the close of business on December 15, 2009. Accordingly, as of the close of business (5:00 p.m. Eastern Standard Time) on December 15, 2009, the rights issued under the Rights Agreement will expire and will no longer be outstanding.

The Amendment is attached to this report as Exhibit 4.1.

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 of this report is incorporated by reference into this Item 1.02.

Item 3.03

Material Modifications to Rights of Security Holders.

The information set forth in Item 1.01 of this report is incorporated by reference into this Item 3.03.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Upon expiration of the Rights Agreement and the Rights thereunder on December 15, 2009, as described in Item 1.01 above, the Registrant will file a Statement with Respect to Shares of a Domestic Corporation with the Department of State of the Commonwealth of Pennsylvania amending its previously designated Series B Junior Participating Preferred Shares (of which no shares were outstanding) to revoke the designation of the Series B Junior Participating Preferred Shares. Shares of the Series B Junior Participating Preferred Shares were issuable, under certain circumstances, upon exercise of the Rights.

THE YORK WATER COMPANY

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.

	THE YORK WATER COMPANY

Date: December 8, 2009	By:	/s/Kathleen M. Miller
		Kathleen M. Miller
		Chief Financial Officer

AMENDMENT TO RIGHTS AGREEMENT

This Amendment to Rights Agreement (this “Amendment”) is entered into as of December 8, 2009 by and between The York Water Company, a Pennsylvania corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

Background

A. The Company and the Rights Agent are parties to the Rights Agreement, dated January 24, 2009 (the “Rights Agreement”);

B. The Company’s Board of Directors has determined that it is advisable and in the best interests of the Company and its stockholders to amend the Rights Agreement as set forth herein; and

C. Pursuant to Section 27 of the Rights Agreement and a resolution adopted by the Company’s Board of Directors on November 23, 2009, the Company has elected to exercise its discretion to amend, and has directed the Rights Agent, to amend the Rights Agreement as contemplated by this Amendment, to provide, among other things, for the expiration on December 15, 2009, of the Rights issued under the Rights Agreement.

Accordingly, the parties, intending to be legally bound, agree as follows:

1. Amendment. Section 7(a) of the Rights Agreement is hereby amended by deleting clause (i) thereof and replacing it in its entirety with the following:

“(i) the Close of Business on December 15, 2009 (the “Final Expiration Date”),”

2. Expiration of Rights and Obligations. The Rights and all rights and obligations of the holders thereunder or with respect thereto shall expire and terminate on the Final Expiration Date. The Rights Agreement and all rights and obligations of the Company and the Rights Agent thereunder or with respect thereto shall expire and terminate on the Final Expiration Date.

3. Effectiveness. This Amendment shall be deemed effective as of the date first written above. Except as amended by this Amendment, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected by this Amendment.

4. Governing Law. This Amendment shall be deemed to be a contract under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

5. Severability. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.

6. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts together constitute but one and the same instrument.

7. Miscellaneous. All capitalized terms in this Amendment, unless otherwise defined herein, shall have meaning ascribed to them in the Rights Agreement.

8. Certification. The officer of the Company executing this Amendment on behalf of the Company hereby certifies on behalf of the Company that this Amendment complies with Section 27 of the Rights Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the date first set forth above.

	THE YORK WATER COMPANY

	By:	/s/Jeffrey R. Hines
		Jeffrey R. Hines
		President and CEO

	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

	By:	/s/Herbert J. Lemmer
		Herbert J. Lemmer
		Vice President

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit

4.1	Amendment to the Rights Agreement, dated as of December 8, 2009, between the York Water Company and American Stock Transfer & Trust Company, LLC, as Rights Agent.