SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 9
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MIDDLESEX WATER COMPANY
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(Exact name of Registrant as specified in its charter)
New Jersey 22-1114430
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Ronson Road, Iselin, New Jersey 08830
(Address of principal executive offices)
732-634-1500
(Registrant's telephone number, including area code)
KENNETH J. QUINN
Vice President, General Counsel, Secretary and Treasurer
Middlesex Water Company
1500 Ronson Road
Iselin, New Jersey 08830
732-634-1500
(Name, address, and telephone number of agent for service)
Copy to:
PETER D. HUTCHEON
Norris, McLaughlin & Marcus
721 Route 202 & 206 North
PO Box 1018
Somerville, NJ 08876-1018
The Post Effective Amendment filed herewith relates to Registration No. 33-11717
on Form S-3 filed by the registrant on December 12, 1991.
The date of this Prospectus Supplement is April 26, 2005.
Dear Shareholder:
Re: Special 5% Discount Offer to DRIP Participants
This letter supplements certain information contained in the Prospectus dated
January 25, 2000, (the "Prospectus") covering the Company's Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan"). It refers especially
to the reduced purchase price provision covered in the answer to Question 25 of
the Prospectus.
For a limited period of time, Middlesex Water Company is offering to sell shares
of its Common Stock at a 5% discount to participants in the Plan. The offer
applies to all purchases under the Plan made between June 1, 2005 and December
1, 2005, whether by Optional Cash Payment, Dividend Reinvestment or employee
payroll deduction. To take advantage of this offer through Optional Cash
Payments, the cash payment form attached to your statement of account, together
with payment, must be received by the Agent (Registrar and Transfer Company, 10
Commerce Drive, Cranford, NJ 07016) at least ten days prior to the end of any
month so that your funds will be invested on the first business day of the next
month. Please refer to the answer to Question 18 of the Prospectus.
The 5% reduction in price also will apply to dividends paid and reinvested on
June 1, 2005 (to holders of record May 13, 2005). In addition, this discount
will apply to any other dividends declared, paid and reinvested during the
discount period.
During this reduction period, the price of stock will be 95% of the purchase
price as described in the answer to Question 24 of the Prospectus.
If purchases are made at the reduced price and shares are then withdrawn from
the Plan within six months after the purchase, you will be subject to a
withdrawal fee equal to the original 5% purchase price reduction on all shares
withdrawn.
You should refer to the Prospectus for details and other terms of the Plan. If
you have any questions about this proposal or need an additional copy of the
Prospectus, please call Kenneth J. Quinn, Vice President, General Counsel,
Secretary and Treasurer of the Company. If you do not wish to participate in
this offer, except for the reinvestment of dividends, no action is required on
your part.
MIDDLESEX WATER COMPANY
/s/Dennis G. Sullivan
Dennis G. Sullivan
President
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 or Amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Woodbridge, State of New Jersey on
the 26th day of April, 2005.
MIDDLESEX WATER COMPANY
/s/A. Bruce O'Connor
A. Bruce O'Connor
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed below by the following
persons in the capacities and on the date indicated.
Title Signature Date
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Chairman of the Board and /s/J. Richard Tompkins 04/26/05
Director ----------------------
J. Richard Tompkins
President and Director /s/Dennis G. Sullivan 04/26/05
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Dennis G. Sullivan
Vice President, /s/A. Bruce O'Connor 04/26/05
Chief Financial Officer and --------------------
Principal Accounting Officer A. Bruce O'Connor
Director /s/Annette Catino 04/26/05
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Annette Catino
Director /s/John C. Cutting 04/26/05
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John C. Cutting
Director /s/John R. Middleton 04/26/05
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John R. Middleton
Director /s/John P. Mulkerin 04/26/05
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John P. Mulkerin
Director /s/Walter G. Reinhard 04/26/05
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Walter G. Reinhard
Director /s/Jeffries Shein 04/26/05
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Jeffries Shein