-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FIcTLO6ejK/ADNIcC6uC7MGbbtEWb6/F8w4RD0At6FgW7RBgDlMJAZwMJMnXZIBM 57xIVvbIFDRZ/WcDaejpIg== /in/edgar/work/20000608/0000950005-00-000733/0000950005-00-000733.txt : 20000919 0000950005-00-000733.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950005-00-000733 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000525 ITEM INFORMATION: FILED AS OF DATE: 20000608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA WATER SERVICE GROUP CENTRAL INDEX KEY: 0001035201 STANDARD INDUSTRIAL CLASSIFICATION: [4941 ] IRS NUMBER: 770448994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13883 FILM NUMBER: 651197 BUSINESS ADDRESS: STREET 1: 1720 N FIRST ST STREET 2: C/O CALIFORNIA WATER SERVICE CO CITY: SAN JOSE STATE: CA ZIP: 95112 BUSINESS PHONE: 4083678200 MAIL ADDRESS: STREET 1: 1720 FIRST ST STREET 2: C/O CALIFORNIA WATER SERVICE CO CITY: SAN JOSE STATE: CA ZIP: 95112 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 25, 2000 CALIFORNIA WATER SERVICE GROUP ------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-13883 77-0448994 - -------------------------------------------------------------------------------- State of Incorporation Commission File No. IRS Employer ID Number 1720 North First Street, San Jose, CA 95112 ------------------------------------------- Address, including Zip code, of registrant's principal executive office (408) 367-8200 -------------- Registrant's telephone number, including area code California Water Service Group ------------------------------ (Former name or former address, if changed since last report) Item 2. Acquisition and Disposition of Assets On May 25, 2000, Registrant completed the merger of Registrant and its wholly-owned subsidiary, California Water Service Company with Dominguez Services Corporation ("Dominguez"). Signing of the merger agreement was announced on November 15, 1998. The agreement was amended on March 22, 1999 in response to a competing proposal received by Dominguez. The amended agreement provided that each outstanding Dominguez common share would be exchanged for shares of the Registrant's common stock. In accordance with the merger agreement terms, each outstanding Dominguez common share will be exchanged for 1.38 common shares of Registrant. The merger was accounted for as a pooling of interests. To accomplish the merger, Registrant will issue approximately 2,210,300 new shares of its common stock in exchange for all outstanding Dominguez common shares. Based on the shares issued and the average closing price of Registrant's stock during the 20-day pricing period, the equity value of the transaction is $54,064,000. Registrant also assumed outstanding Dominguez debt of $12,369,000 for total consideration of $66,433,000. As a result of the merger, land, water rights, wells, piping, storage tanks, buildings and other equipment used in the water utility business were acquired from Dominguez. The assets acquired will continue to be used in providing water service to approximately 40,000 customers in the Dominguez service areas and to expand Dominguez' water rights brokerage activities. Prior to the merger there were no material relationships between Registrant and Dominguez, except that in April 2000, a member of the Dominguez board of directors was elected by the Registrant's stockholders to the board of directors. This election fulfilled a merger agreement provision that one Dominguez board member serve on Registrant's board of directors subsequent to the merger. Two Dominguez executives were offered and accepted employment arrangements with Registrant. One of those executives has tendered his resignation in order to pursue other opportunities. In accordance with his agreement with Registrant, the executive will receive certain severance benefits. Item 7. Financial Statements and Exhibits Press release issued by the Registrant on May 25, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized Date: May 30, 2000 California Water Service Group By: /s/ Peter C. Nelson -------------------------- Peter C. Nelson President and Chief Executive Officer Exhibit Index Sequential Page Number ------ Exhibit No. - ----------- 1. Press release issued by the Registrant on May 25, 2000 5 EX-99 2 0002.txt NEWS RELEASE [GRAPHIC OMITTED] NEWS RELEASE [OBJECT OMITTED] CALIFORNIA WATER SERVICE GROUP 1720 North First Street San Jose, CA 95112-4598 00 GO 12 May 25, 2000 For Immediate Release Contact: Gerry Feeney (408) 367-8216 (analysts) Jim Good (408) 367-8219 (media) CAL WATER - DOMINGUEZ COMPLETE MERGER SAN JOSE, CA (May 25, 2000) -- California Water Service Group (NYSE:CWT) and Dominguez Services Corporation today completed the merger of the two companies after receiving California Public Utilities Commission approval last week. Per the terms of the merger agreement, Dominguez shareholders will receive 1.38 Cal Water common shares for each Dominguez common share owned. Dominguez shareholders will be mailed instructions regarding stock certificate exchange procedures in approximately ten days. "This transaction has taken a long time to complete, but we are just as confident today as we were in November 1998, when the merger was first announced, that it will result in significant benefits to our stockholders, our customers and our employees," said Cal Water Chairman Robert W. Foy. The merger with Dominguez adds about 40,000 new customers to Cal Water. Dominguez' primary operations serve about 32,000 accounts in the South Bay area of Los Angeles County adjacent to Cal Water's Hermosa-Redondo and Palos Verdes districts. Other Dominguez operations include 5,500 customers in the Kern River and Antelope Valley areas near Cal Water's Bakersfield district and in an area north of San Francisco serving about 2,000 customers. Dominguez also has a successful water rights brokerage business in the Los Angeles area. At December 31, 1999, Dominguez had total assets of $57,889,000 and recorded 1999 revenue of $28,497,000. "A transition team made up of both Cal Water and Dominguez personnel has been planning for the integration of the companies for some time. We are pleased to finally welcome the Dominguez employees into our ranks. Together, we'll continue to provide the high level of service the customers of both companies have come to expect," said Peter C. Nelson, President and Chief Executive Officer of Cal Water. California Water Service Group is the parent company of California Water Service Company, CWS Utility Services, New Mexico Water Service Company and Washington Water Service Company. Together these companies provide regulated and non-regulated water utility services to over 1.8 million people in 83 California, New Mexico and Washington communities. This news release contains forward-looking statements that are based upon current information and expectations. Actual results may differ materially. Additional information is available on our Web site at www.calwater.com. -----END PRIVACY-ENHANCED MESSAGE-----