UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 1, 2005
ARTESIAN RESOURCES CORPORATION
-----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-18516 51-0002090
---------------------------------- ------------------------------ ------------------------------------
(State or other jurisdiction of (Commission (IRS Employer Identification No.)
incorporation) File Number)
664 Churchmans Road, Newark, Delaware 19702
------------------------------------------------------------ -------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 302-453-6900
------------
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
1
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On August 1, 2005, Artesian Water Company, Inc., (the "Company"), a wholly owned
subsidiary of Artesian Resources Corporation, issued Series R, 23-year, First
Mortgage Bonds totaling $25 million at an annual interest rate of 5.96%. These
bonds were issued for the Company to CoBank, a cooperative bank, and will be
used, in part, to retire the Series M, 10-year, 7.84%, $10 million bonds and the
Series N, 10-year, 7.56%, $5 million bonds. The remainder of the net bond
proceeds will be used to pay down the Company's currently outstanding short-term
line of credit, which was used to finance investments in utility plant and
equipment. The bond proceeds are reduced by approximately $865,000 associated
with a redemption premium required under the Series M and Series N Bond
Indentures for their early retirement. The Series M and Series N bonds were
required to be redeemed on December 31, 2007, at which time we planned to
refinance the principal to be repaid. The Company expects to recover the
redemption premium provision over the life of the bond.
The statement in this Form 8-K regarding the expected recovery of $865,000 of
expenses incurred in connection with the issuance of the Series R Bonds is a
forward-looking statement within the meaning of the Private Securities
Litigation Reform Act of 1995 and involves risks and uncertainties that could
cause the Company not to recover the expenses. Certain factors, such as the
failure to receive regulatory approval for the recovery and other risks set
forth in the Company's Form 10-K for the year ended December 31, 2004 could
cause results to differ materially from those in the forward-looking statements.
While the Company may elect to update the forward-looking statement, the Company
specifically disclaims any obligation to do so and you should not rely on this
forward-looking statement as a representation of the Company's views as of any
date subsequent to the date of the filing of this Form 8-K.
The Company's Eighteenth Supplemental Indenture, dated as of August 1, 2005, is
attached as Exhibit 99.1.
2
SIGNATURES
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 hereunto duly authorized.
ARTESIAN RESOURCES CORPORATION
Date: August 5, 2005 By: /s/ DIAN C. TAYLOR
-------------------------------------
Dian C. Taylor
President, Chief Executive Officer
and Chair of the Board
ARTESIAN RESOURCES CORPORATION
Date: August 5, 2005 By: /s/ DAVID B. SPACHT
-------------------------------------
David B. Spacht
Vice President, Chief Financial Officer
and Treasurer
3
INDEX TO EXHIBIT
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
99.1 Eighteenth Supplemental Indenture dated as of August 1, 2005,
between Artesian Water Company, Inc., subsidiary of the
Company, and CoBank, as Trustee.
4