-----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, UyIlKKaeJGUyz1To9nBsVnGqqIPbqNH2urbqpj7EyohtjKmOhlnb9XTdQ238ca+p qgFhk4VSYpSs8FiD7MKF0w== 0000902595-99-000082.txt : 19990412 0000902595-99-000082.hdr.sgml : 19990412 ACCESSION NUMBER: 0000902595-99-000082 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOMINGUEZ SERVICES CORP CENTRAL INDEX KEY: 0000860673 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 330391161 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56103 FILM NUMBER: 99590539 BUSINESS ADDRESS: STREET 1: 21718 S ALAMEDA ST CITY: LONG BEACH STATE: CA ZIP: 90810 BUSINESS PHONE: 3108342625 MAIL ADDRESS: STREET 1: 21718 SOUTH ALAMEDA ST STREET 2: 21718 SOUTH ALAMEDA ST CITY: LONG BEACH STATE: CA ZIP: 90810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARSON DOMINGUEZ REAL ESTATE CORP CENTRAL INDEX KEY: 0001083450 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 18710 SOUTH WILMINGTON AVENUE STREET 2: SUITE 200 CITY: RANCHO DOMINQUEZ STATE: CA ZIP: 90220 BUSINESS PHONE: 3106875000 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Dominguez Services Corporation (Name of Issuer) Common Shares, $1 Par Value (Title of Class of Securities) 257128 10 8 (CUSIP Number) Terrill M. Gloege 18710 South Wilmington Avenue, Suite 200 Rancho Dominguez, California 90220 (310) 687-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication) March 30, 1999 (Date of Event Which Requires filing of This Statement) If the filing person has previously filed a Statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following box [_]. (Continued on following Pages) (Page 1 of 7 Pages) 13D CUSIP NO. 257128 10 8 - ---------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CARSON DOMINGUEZ REAL ESTATE CORPORATION - ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ---------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not applicable. - ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ---------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: California - ---------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 159,364 SHARES ------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 159,364 WITH ------------------------------------------------------- 10. SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 159,364 - ---------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ---------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% - ---------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------------- Page 2 of 7 Pages ITEM 1. SECURITY AND ISSUER: (a) TITLE OF THE CLASS OF EQUITY SECURITIES: Common Shares, $1 Par Value (b) NAME OF ISSUER: Dominguez Services Corporation (c) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 21718 South Alameda Street Long Beach, California 90810 ITEM 2. IDENTITY AND BACKGROUND: This Schedule 13D is filed by Carson Dominguez Real Estate Corporation, a California corporation. The principal offices of Carson Dominguez Real Estate Corporation are located at 18710 South Wilmington Avenue, Suite 200, Rancho Dominguez, California 90220. Carson Dominguez Real Estate Corporation has no active operations and conducts no business other than the ownership of Common shares in Dominguez Services Corporation. Exhibit A attached hereto and incorporated herein by this reference sets forth the name, present principal occupation or employer, business addresses, citizenship, and stock ownership of Common shares in Dominguez Services Corporation of each of the directors and executive officers of Carson Dominguez Real Estate Corporation. The business address of each such executive officer is c/o Carson Dominguez Real Estate Corporation, 18710 South Wilmington Avenue, Suite 200, Rancho Dominguez, CA 90220. During the past five years prior to the date hereof, none of Carson Dominguez Real Estate Corporation or (to the knowledge of Carson Dominguez Real Estate Corporation) any executive officer or director of Carson Dominguez Real Estate Corporation has: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws. ITEM 3. SOURCE OF FUNDS AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: The securities were acquired in a private transaction from Carson Estate Company, a California corporation and formerly the parent company of Carson Dominguez Real Estate Corporation, for no consideration. ITEM 4. PURPOSE OF TRANSACTION: Page 3 of 7 Pages The securities were acquired for investment purposes only. Carson Dominguez Real Estate Corporation currently has no plans or proposals that relate to or would result in any of the actions or matters described in subparagraphs (a) through (j) of Item 4. ITEM 5. INTEREST IN SECURITIES OF ISSUER: (a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS: Carson Dominguez Real Estate Corporation beneficially owns 159,364 or 10.2% of the outstanding Common Shares, $1 Par Value of Dominguez Services Corporation. (b) NUMBER OF SHARES AS TO WHICH CDREC HAS: (i) Sole power to vote or to direct the vote: 159,364 (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition: 159,364 (iv) Shared power to dispose or to direct the disposition: None (c) TRANSACTIONS IN THE PREVIOUS 60 DAYS: On March 30, 1999, Carson Dominguez Real Estate Corporation acquired 159,364 Common Shares, $1 Par Value of Dominguez Services Corporation in a private transaction from Carson Estate Company, a California corporation and formerly the parent company of Carson Dominguez Real Estate Corporation, for no consideration. (d) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO DIRECT DIVIDENDS Not applicable. (e) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES: Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: Not applicable. ITEM 7. EXHIBITS: Not applicable. Page 4 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 8, 1999 /S/ C. BRADLEY OLSON ----------------------------- C. Bradley Olson President Page 5 of 7 Pages EXHIBIT A Directors and Executive Officers Directors. The following persons serve as directors of Carson Dominguez Real Estate Corporation:
Beneficial Ownership of Common Shares in Citizen- Dominguez Services Name Occupation ship Corporation - ---------------------------------------------------------------------------------------- Joseph R. Brown, Jr. Consultant United States None Midland Management Corp. 23151 Moulton Pkwy #119 Laguna Hills, CA 92653 Kent Caldwell Cooper Self-Employed United States None 1187 Coast Village Road Suite 1, Box 190 Montecito, CA 93108 Janet T. Davidson Attorney United States None Paul, Hastings, Janofsky & Walker LLP 695 Town Center Drive 17th Floor Costa Mesa, CA 92626 Terrill M. Gloege Chief Financial Officer United States 1,500 The Carson Companies 18710 South Wilmington Ave., Suite 200 Rancho Dominguez, CA 90220 David P. Middlemas Investor United States None Westmont Investment Co. Inc. 840 Newport Center Drive Suite 420 Newport Beach, CA 92660 C. Bradley Olson President United States 500 The Carson Companies 18710 South Wilmington Ave., Suite 200 Rancho Dominguez, CA 90220 Arthur H. Rasmussen, Jr. Broker United States None CB Richard Ellis, Inc. 1840 Century Park East Suite 700 Los Angeles, CA 90067 Does not include 148,293 Common shares of Dominguez Services Corporation (representing approximately 9.5% of the outstanding Common Shares, $1 Par Value of Dominguez Services Corporation) held by Carson Estate Company, a California corporation and formerly the parent company of Carson Dominguez Real Estate Corporation, of which each of Messrs. Brown, Cooper, Middlemas, Olson and Rasmussen and Ms. Davidson is a director. Each of such persons shares voting and investment powers with respect to such shares with the other directors of Carson Estate Company.
Page 6 of 7 Pages Officers. The following persons serve as officers of Carson Dominguez Real Estate Corporation:
Beneficial Ownership of Common Shares in Citizen- Dominguez Services Name Occupation ship Corporation - ------------------------------------------------------------------------------------ C. Bradley Olson President and United States 500 Assistant Secretary Terrill M. Gloege Senior Vice President United States 1,500 Chief Financial Officer and Corporate Secretary Patrick H. Hanrahan Senior Vice President United States None and Assistant Secretary Matthew J. Vanderhorst Senior Vice President United States None and Assistant Secretary Teresa L. Kirkpatrick Assistant Secretary United States None Does not include 148,293 Common shares of Dominguez Services Corporation (representing approximately 9.5% of the outstanding Common Shares, $1 Par Value of Dominguez Services Corporation) held by Carson Estate Company, a California corporation and formerly the parent company of Carson Dominguez Real Estate Corporation, of which each of Messrs. Olson and Hanrahan is a director. Mr. Olson and Mr. Hanrahan share voting and investment powers with respect to such shares with the other directors of Carson Estate Company.
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