-----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, MDRW2nfepV5fnooBgHVR1wJQstARAh5DeCfEnrBo4EgqqnIZpyVcsWsA3p3LOsLq pEKB34NJW9n5b3jKJQNj8A== /in/edgar/work/20000608/0000912057-00-027836/0000912057-00-027836.txt : 20000919 0000912057-00-027836.hdr.sgml : 20000919 ACCESSION NUMBER: 0000912057-00-027836 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000525 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINGUEZ SERVICES CORP CENTRAL INDEX KEY: 0000860673 STANDARD INDUSTRIAL CLASSIFICATION: [4941 ] IRS NUMBER: 330391161 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18677 FILM NUMBER: 651655 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 8-K 1 a8-k.txt 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 DOMINGUEZ SERVICES CORPORATION (Exact name of registrant as specified in its charter) California 0-18677 33-0391161 - -------------------------------------------------------------------------------- State of Incorporation Commission File No. IRS Employer ID Number 21718 South Alameda Street, Long Beach, CA 90810 ------------------------------------------------ Address, including Zip code, of registrant's principal executive office (310) 834-2625 -------------- Registrant's telephone number, including area code (Former name or former address, if changed since last report) Item 2. Acquisition and Disposition of Assets This Form 8K filing is a final filling for Dominguez Services Corporation ("Registrant"). On May 25, 2000, Registrant completed the merger of Registrant and with California Water Service Group ("Cal Water") and its wholly-owned subsidiary, California Water Service Company. 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 Registrant. Registrant's shareholders approved the merger on May 12, 1999. In accordance with the amended merger agreement's terms, each outstanding Registrant common share will be exchanged for 1.38 common shares of Cal Water common stock. The merger was accounted for as a pooling of interests. To accomplish the merger, Cal Water will issue approximately 2,210,300 new shares of its common stock in exchange for the approximately 1,601,700 outstanding Dominguez common shares. Included in the Dominguez total shares to be exchanged are approximately 37,900 shares that were issued prior to the merger in accordance with terms of the Registrant's non-qualified stock option agreements. Based on the Cal Water common shares to be issued in the exchange and using the average closing price of Cal Water's stock during the pricing period, the equity value of the transaction is $54,064,000. Cal Water also assumed outstanding Registrant debt of $12,369,000 for total consideration of $66,433,000. As a result of the merger, all assets including the land, water rights, wells, piping, storage tanks, buildings and other equipment used by Registrant in its water utility business was acquired by Cal Water. 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 Cal Water, except that in April 2000, a member of Registrant's board of directors was elected by Cal Water's stockholders to its board of directors. This election fulfilled a merger agreement provision that one Dominguez board member serve on Cal Water's board of directors subsequent to the merger. Two Dominguez executives were offered and accepted employment arrangements with Cal Water. One of those executives has tendered his resignation in order to pursue other opportunities. In accordance with his agreement with Cal Water, the executive will receive certain severance benefits. Registrant notified the Nasdaq that it had been acquired and trading in Dominguez Services Corporation stock ceased on May 25, 2000. Item 7. Financial Statements and Exhibits Press release issued by Cal Water on May 25, 2000. Form 15 filed by Registrant on June 7, 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: June 8, 2000 Dominguez Services Corporation By: /s/ John S. Tootle ------------------------- John S. Tootle CFO, Vice-President Finance Exhibit Index Exhibit No. - ----------- 99.1. Press release issued by the Registrant on May 25, 2000 99.2. Form 15 filed by the Registrant on June 7, 2000 EX-99.1 2 ex-99_1.txt EXHIBIT 99-1 [SEAL] NEWS RELEASE [PICTURE] 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. EX-99.2 3 ex-99_2.txt EXHIBIT 99-2 EXHIBIT 99.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATON AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-71957 ----------------- DOMINGUEZ SERVICES CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) 1720 North First Street, San Jose, CA 95112-5498, (408) 367-8200 - -------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Common Stock - -------------------------------------------------------------------------------- (Title of each class of securities covered by this Form) None - -------------------------------------------------------------------------------- (Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: Rule 12g-4(a)(1)(i) X Rule 12h-3(b)(1)(i) Rule 12g-4(a)(1)(ii) Rule 12h-3(b)(1)(ii) Rule 12g-4(a)(2)(i) Rule 12h-3(b)(2)(i) Rule 12g-4(a)(2)(ii) Rule 12h-3(b)(2)(ii) Rule 15d-6 Approximate number of holders of record as of the certification or notice date: None (merged out) ----------------- Pursuant to the requirements of the Securities Exchange Act of 1934 Dominguez Services Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. Date: May 25, 2000 By: /s/ Gerald F. Feeney --------------------------- ------------------------------------ Gerald F. Feeney, VP/CFO-California Water Service Group on behalf of Dominguez Services Corporation Instruction: This form is required by Rules 12g-4, 12h-3, and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature. Potential persons who are to respond to the collection SEC 2069 (3-99) of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. -----END PRIVACY-ENHANCED MESSAGE-----