York Water Co S-3/A, filed Oct 8, 2021
York Water Co (YORW)
S-3/A
2021-10-08
View Original
Added on
October 16, 2026
As filed with the Securities and Exchange Commission on October 8, 2021
Registration Statement No. 333-259809
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE YORK WATER COMPANY
(Exact name of registrant as specified in charter)
|
Pennsylvania
(State or other jurisdiction of incorporation or organization)
|
23-1242500
(I.R.S. Employer Identification No.)
|
130 East Market Street
York, Pennsylvania 17401
(717) 845-3601
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Joseph T. Hand
President and Chief Executive Officer
The York Water Company
130 East Market Street
York, Pennsylvania 17401
(717) 845-3601
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Pasquale D. Gentile, Jr.
Reed Smith LLP
225 Fifth Avenue, Suite 1200
Pittsburgh, Pennsylvania 15222
Telephone: (412) 288-3131
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
|
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.
|
☐ |
|
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
|
☒ |
|
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
|
☐ |
|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration
statement for the same offering.
|
☐ |
|
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box.
|
☐ |
|
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box.
|
☐ |
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
|
☐ |
|
Large Accelerated Filer
|
Accelerated Filer
|
||
| ☐ | ☐ | ||
|
Non-Accelerated Filer
|
Smaller Reporting Company
|
||
| ☒ | ☒ | ||
|
Emerging Growth Company
|
|||
| ☐ | |||
|
If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act.
|
☐ | ||
EXPLANATORY NOTE
The York Water Company (the “Registrant”) is filing this Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-3 (Registration Statement No. 333-259809) (the “Registration Statement”) to file Exhibits
5.1 and 23.2 (which is included in Exhibit 5.1). Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page, and Exhibits 5.1 and 23.2 (which is included in Exhibit
5.1). The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth estimated expenses in connection with the issuance and distribution of the securities being registered:
|
Securities and Exchange Commission Registration Fee
|
$
|
5,455
|
||
|
NASDAQ Global Select Market Fee
|
*
|
|||
|
Legal fees and expenses
|
*
|
|||
|
Transfer agent and registrar fees and expenses
|
*
|
|||
|
Accounting fees and expenses
|
*
|
|||
|
Printing and engraving expenses
|
*
|
|||
|
Trustee Services
|
*
|
|||
|
Miscellaneous
|
*
|
|||
|
Total Expenses
|
$
|
*
|
* These fees are calculated based on the securities offered and the number
of issuances and accordingly cannot be estimated at this time.
Item 15. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”), provide that a business corporation may indemnify directors and officers against liabilities they may incur in such
capacity if the particular person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In general, the power to indemnify under these sections does not exist in the case of actions against a director or officer by or in the right of the corporation if the person otherwise entitled to indemnification
shall have been adjudged to be liable to the corporation unless it is judicially determined that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification
for specified expenses. The corporation is required under Section 1743 of the BCL to indemnify directors and officers against expenses they may incur in defending such actions against them in such capacities if they are successful on the merits or
otherwise in defense of such actions.
Section 1713 of the BCL permits the shareholders to adopt a bylaw provision relieving a director (but not an officer) of personal liability for monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful misconduct or recklessness. The statute provides that a director may not be relieved of liability for the payment of taxes pursuant to any federal, state or local law or
responsibility under a criminal statute. Article VII of the Company’s By-Laws limits the liability of any director of the Company to the fullest extent permitted by Section 1713 of the BCL.
Section 1746 of the BCL grants a corporation broad authority to indemnify its directors, officers and other agents for liabilities and expenses incurred in such capacity, except in circumstances where the act or failure
to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Pursuant to Section 1746 of the BCL, Article VIII of the Company’s By-Laws provides for indemnification of directors,
officers and other agents of the Company to the fullest extent permitted by the BCL.
Article VIII of the Company’s By-Laws provides a right to indemnification for expenses and certain liabilities paid or incurred by any indemnified representative of the Company, including directors and officers of the
Company, in connection with any actual or threatened claim, action, suit or proceeding in which he or she may be involved by reason of being or having been, among others, a director, officer, employee or agent of the Company, or at the request of the
Company, of another corporation, partnership, joint venture, trust or other entity. In accordance with Section 1744 of the BCL, Article VIII requires the Company to determine the availability of indemnification by certain specified procedures,
including by vote of directors not a party to the proceeding in respect for which indemnification is sought or, in certain circumstances, determination of independent counsel.
Article VIII of the Company’s By-Laws authorizes the Company to further effect or secure its indemnification obligations by purchasing and maintaining insurance. The Company has purchased officers’ and directors’
liability insurance which covers certain liabilities incurred by its officers and directors in connection with the performance of their duties, subject to the limitations of such policy. This insurance also insures the Company against any amounts
paid by the Company to indemnify covered directors and officers.
Item 16. List of Exhibits.
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
|
Exhibit No.
|
Description of Exhibits
|
|
1.1
|
Form of Underwriting Agreement*
|
|
Amended and Restated Articles of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2010)
|
|
|
Bylaws (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2012)
|
|
|
Form of Indenture***
|
|
|
Opinion of Reed Smith LLP+
|
|
|
Consent of Baker Tilly US, LLP***
|
|
|
Consent of Reed Smith LLP (included in Exhibit 5.1)
|
|
|
Power of Attorney (set forth on the signature page of this Registration Statement)
|
|
|
25.1
|
Statement of Eligibility and Qualification on Form T-1**
|
| * |
To be filed by amendment or as an exhibit to a document to be incorporated by reference in the prospectus forming a part of this registration statement.
|
| ** |
To be filed pursuant to the Trust Indenture Act of 1939, as amended.
|
| *** |
Previously filed.
|
|
+
|
Filed herewith.
|
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; and
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the registration statement is on Form S-3 or Form F-3, and the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this
registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into
this registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement
or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in
a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, Pennsylvania, on October 8, 2021.
|
|
THE YORK WATER COMPANY | |
|
|
By: | /s/ Joseph T. Hand |
|
|
Joseph T. Hand | |
| President and CEO | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
Signature
|
Capacity
|
Date
|
|
|
/s/ Joseph T. Hand
|
President and Chief Executive Officer
(Principal Executive Officer and Director)
|
October 8, 2021
|
|
| Joseph T. Hand | |||
|
/s/ Matthew E. Poff
|
Chief Financial Officer and Treasurer
(Principal Accounting Officer and Principal Financial Officer)
|
October 8, 2021
|
|
| Matthew E. Poff | |||
|
*
|
Director
|
October 8, 2021
|
|
| Cynthia A. Dotzel |
|||
|
*
|
Director
|
October 8, 2021
|
|
| Michael W. Gang |
|||
|
*
|
Director
|
October 8, 2021
|
|
| George W. Hodges |
|||
|
|
Director
|
October 8, 2021
|
|
| Jeffrey R. Hines |
|||
|
*
|
Director
|
October 8, 2021
|
|
| George Hay Kain, III |
|||
|
*
|
Director
|
October 8, 2021
|
|
| Jody L. Keller | |||
|
*
|
Director
|
October 8, 2021
|
|
| Erin C. McGlaughlin |
|||
|
*
|
Director
|
October 8, 2021
|
|
| Robert P. Newcomer |
|||
|
*
|
Director
|
October 8, 2021
|
|
| Steven R. Rasmussen |
|||
|
*
|
Director
|
October 8, 2021
|
|
| Ernest J. Waters |
* The undersigned hereby signs this Amendment No. 1 to the Registration Statement on Form S-3 on behalf of each of the indicated persons for whom he is attorney-in-fact on October 8, 2021 pursuant to a power of attorney
filed with the Registration Statement on Form S-3 (File No. 333-259809) filed with the SEC on September 27, 2021.
|
|
By: | /s/ Matthew E. Poff | |
|
|
|
Attorney-in-Fact |
Exhibit 5.1
 |
Reed Smith Centre
225 Fifth Avenue Pittsburgh, PA 15222-2716 Tel +1 412 288 3131
Fax +1 412 288 3063
reedsmith.com
|
|
|
|
|
Board of Directors
The York Water Company 130 East Market Street
York, PA 17401
|
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to The York Water Company, a Pennsylvania corporation (the “Corporation”), in connection with a registration statement on Form S-3 (the “Registration Statement”) filed by the Corporation with the Securities
and Exchange Commission (the “Commission”), relating to the offering by the Corporation from time to time pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of: (i) shares of common stock of the
Corporation, no par value (“Common Stock”); and (ii) debt securities in one or more series (the “Debt Securities” and, together with the Common Stock, the “Securities”), in each case, as described in the prospectus forming a part
of the Registration Statement (the “Prospectus”), and as shall be designated by the Corporation at the time of the applicable offering. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of
the Securities Act.
In so acting, we have examined (i) the Registration Statement, including the exhibits thereto, (ii) the Articles of Incorporation of The York Water Company, effective as of May 30, 2010 (the “Articles of Incorporation”), (iii) the Amended
and Restated By-laws of The York Water Company, effective as of January 23, 2012, (iv) certain resolutions of the Board of Directors of the Corporation, and (v) such other records, agreements and other documents as we have deemed necessary or
appropriate to enable us to render the opinions set forth below. In all such examinations, we have assumed the legal capacity of all natural persons whose signatures appear on any document, the genuineness of all signatures on original documents, the
authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents.
In rendering the opinions below, we have assumed that (i) each party, other than the Corporation, to the agreements, instruments and other documents described herein (including but not limited to any indentures and any supplements thereto; and any
definitive purchase, underwriting or similar agreement relating to the Securities offered), had or will have the power, whether corporate or otherwise, to enter into and perform their respective obligations thereunder; (ii) each such party has or
will have duly authorized, executed and delivered such agreements, instruments and other documents, and (iii) such agreements, instruments and documents are, or will be, the valid and binding obligations of each such party, enforceable against each
such other party in accordance with their respective terms.
We have also assumed that at or prior to the time of delivery of any Securities, (i) the Registration Statement and any amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws at the time
the Securities are offered or issued as contemplated by the Registration Statement; (ii) one or more supplements to the Prospectus describing the Securities offered thereby (each, a “Prospectus Supplement”) will be prepared and filed with the
Commission and will comply with all applicable laws; (iii) a definitive purchase, underwriting or similar agreement with respect to the Securities offered will have been duly authorized, executed and delivered by all parties thereto other than the
Corporation; (iv) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement, the Prospectus and the applicable Prospectus Supplement(s); and (v) none
of the terms of any Securities to be established subsequent to the date hereof, nor the issuance and delivery of those Securities, nor the compliance by the Corporation with the terms of such Securities, will violate any applicable law or public
policy or will result in a violation of any provision of any instrument or agreement then binding upon the Corporation, or any restriction imposed by any court or governmental body having jurisdiction over the Corporation. We have further assumed
that, (A) with respect to shares of the Common Stock, (1) there will be sufficient shares of the Common Stock authorized under the Articles of Incorporation and not otherwise reserved for issuance, and (2) the consideration for the issuance and sale
of the Common Stock will be in cash in an amount not less than the par value of those Securities, if there is at that time a par value; and that (B) with respect to the Debt Securities, (1) any applicable indenture will have been duly qualified under
the Trust Indenture Act of 1939, as amended, and (2) the Debt Securities will have been duly authenticated by the trustee named in the applicable indenture. We have further assumed that the Securities will be issued in compliance with an appropriate
Securities Certificate approved by the Pennsylvania Public Utility Commission.
ABU DHABI ♦ ATHENS ♦ BEIJING ♦ CENTURY CITY ♦ CHICAGO ♦ DUBAI ♦ FRANKFURT ♦ HONG KONG ♦ HOUSTON ♦ KAZAKHSTAN ♦ LONDON ♦ LOS
ANGELES ♦ MIAMI ♦ MUNICH ♦ NEW YORK ♦ PARIS ♦ PHILADELPHIA ♦ PITTSBURGH ♦ PRINCETON ♦ RICHMOND ♦ SAN FRANCISCO ♦ SHANGHAI ♦ SILICON VALLEY ♦ SINGAPORE ♦ TYSONS ♦ WASHINGTON, D.C. ♦ WILMINGTON
|
Board of Directors
October 8, 2021 Page 2 |
|
Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance or similar laws relating to or affecting the rights or
remedies of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without
limitation, requirements of materiality, good faith, reasonableness and fair dealing and (iv) general equitable principles. Furthermore, we express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the
agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any
equitable defenses may be subject to the discretion of a court.
On the basis of the foregoing and in reliance thereon, and subject to the qualifications stated in this opinion, we are of the opinion that:
1. With respect to the Common Stock, when (a) appropriate corporate action on the part of the Corporation has been taken to authorize the issuance and sale of shares of Common Stock proposed to be sold by the
Corporation, (b) such shares of Common Stock have been duly issued and delivered in accordance with the provisions of any applicable convertible or exchangeable security or definitive purchase, underwriting or other agreement duly approved by the
Board of Directors of the Corporation (or a duly constituted and acting committee thereof) (hereinafter, the “Board”), and (c) the Corporation has received payment of the consideration provided to be paid for the Common Stock, then the shares
of Common Stock will be validly issued, fully paid and nonassessable.
2. With respect to the Debt Securities, when (a) any indenture and any applicable supplement thereto have been duly authorized, executed and delivered by the trustee and the Corporation, (b) appropriate corporate action
on the part of the Corporation has been taken to authorize and approve the issuance and terms of the Debt Securities, and (c) the Debt Securities have been duly executed, authenticated, registered, issued and delivered in accordance with the
indenture, as supplemented, and the applicable definitive purchase, underwriting or similar agreement duly approved by the Board against payment of the consideration provided therefor, the Debt Securities will constitute valid and binding obligations
of the Corporation, enforceable in accordance with their terms.
We express no opinion as to the law of any jurisdiction other than the laws of the State of New York, the Commonwealth of Pennsylvania and the federal law of the United States, all as in effect on the date hereof. We express no opinion herein with
respect to compliance by the Corporation with securities or “blue sky” laws of any state or other jurisdiction of the United States or of any foreign jurisdiction. In addition, we express no opinion and make no statement herein with respect to the
antifraud laws of any jurisdiction.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we
disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
|
Board of Directors
October 8, 2021 Page 3 |
|
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this firm’s name
therein and in the related prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Reed Smith LLP
PDG:tb