-----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, E4YJEuokx7qf7r+lAOiu1vL6VC/hxfK9klgJbUyLSU9fd/fyyp5mhCiX/2gCw1Xk QVXSlhXBK5xPwHeSVViqkw== 0001047469-98-041977.txt : 19981124 0001047469-98-041977.hdr.sgml : 19981124 ACCESSION NUMBER: 0001047469-98-041977 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981118 ITEM INFORMATION: FILED AS OF DATE: 19981123 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-18677 FILM NUMBER: 98756675 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 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 F O R M 8 - K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT ................................ NOVEMBER 18, 1998 DOMINGUEZ SERVICES CORPORATION ................................................................................ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 0-18677 33-0391161 ................................................................................ (STATE OF OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 21718 SOUTH ALAMEDA STREET, LONG BEACH, CALIFORNIA 90810 ................................................................................ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE.............(310) 834-2625 ................................................................................ (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.) ITEM 5. OTHER EVENTS On November 15, 1998, Registrant issued a press release announcing that on November 13, 1998, it had entered into an agreement to merge with California Water Service Group ("CWSG") and its wholly-owned subsidiary, California Water Service Company ("Subsidiary"). As set forth in the press release, Registrant will be merged (the "Merger") with and into Subsidiary, upon the agreed terms and conditions, and each then issued and outstanding share of Registrant's common stock will be converted into 1.18 shares of CWSG common stock. The consummation of the Merger is conditioned upon the satisfaction of certain conditions precedent, including approval by the California Public Utilities Commission and other regulatory approvals, receipt of certain assurances that the Merger will be accounted for as a polling-of-interests and will qualify as a tax free reorganization, and approval by Registrant's shareholders. ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) Exhibits Exhibit Number Description -------------- ------------ 99 Press Release issued by the Registrant on November 15, 1998 announcing the proposed merger with California Water Service Group SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOMINGUEZ SERVICES CORPORATION ------------------------------ (Registrant) Date: November 18, 1998 By: /s/ John S. Tootle --------------------------- John S. Tootle CFO, Vice-President Finance 2 Exhibit Number Exhibit --------------- ------- 99 Press Release dated November 15, 1998 EX-99 2 EXHIBIT 99 PRESS RELEASE November 15, 1998 California Water Service Group and Dominguez Services Corporation Announce Merger SAN JOSE, Calif.-- Nov. 15, 1998 -- At special meetings held on Friday, November 13, the Boards of Directors of California Water Service Group (NYSE:CWT) and Dominguez Services Corporation (NASDAQ:DOMZ) announced an agreement to merge. California Water Service Group (Group) is the parent of the California Water Service Company and CWS Utility Services, providing water utility services to over 1.5 million people in 58 California communities. Dominguez Services Corporation (Dominguez) is a water utility holding company whose subsidiaries provide water service to 140,000 people in 20 communities throughout the state. The transaction is believed to be the largest merger of investor-owned water utilities in the history of California. "We are pleased to announce this merger with one of the finest companies in the investor-owned water industry," said Robert W. Foy, Chairman of the Board of California Water Service Group. "This transaction, expected to be accretive to Group shareholders within the first calendar year, will add value in a number of ways, including: providing growth opportunities in new areas of California; allowing the consolidation of the two companies' neighboring systems in the Los Angeles region and thereby better positioning us to compete in this key area; and permitting us to reap the administrative benefits of a combined company. Shareholders will benefit further from the added liquidity resulting from the larger share float of the combined companies." The transaction will be accounted for as a pooling of interests. It will be structured as a tax-free exchange of 1,778,000 Group shares for all outstanding shares of Dominguez, valued at approximately $47.6 million as of November 13, 1998, an exchange ratio of 1:1.18 of Dominguez to Group shares. Group will also assume Dominguez' outstanding net debt of approximately $10.5 million, for a combined value of approximately $58 million. The merger is subject to review by various state and federal agencies, including the U.S. Securities and Exchange Commission and the California Public Utilities Commission. Final regulatory approval is expected in late 1999. Dominguez shareholders must also approve the transaction, which is expected to occur at a special meeting in the first quarter of 1999. "Merging our two firms, one -- California Water Service Group -- the largest investor-owned water utility in California and west of the Mississippi, and the other -- Dominguez Services Corporation -- one of the oldest water companies in the Golden State, with an active presence in the state's burgeoning water rights market, makes good business sense," said Peter C. Nelson, President and CEO of California Water Service Group. "The post-merger firm will be well-positioned to play an active role in the growth and consolidation taking place in the water industry. In combining our adjacent operations, 1 we will pool our human resources and achieve economies of scale that will not only benefit our shareholders and customers, but also make us a more attractive and viable partner to public and private water providers," he said. Brian J. Brady, President and CEO of Dominguez said: "I am confident that this merger will benefit shareholders, customers, and employees alike. California Water Service Group is committed to welcoming Dominguez employees and the expertise and experience they will bring to the company. Working together, we will focus on producing superior results for our shareholders while providing excellent water service to our customers." The post-merger firm will solidify its position as the largest investor-owned water utility in California and west of the Mississippi. It will serve almost 80 California communities through 450,000 service connections, consistently post annual revenues well in excess of $200 million, and, based on current share prices, have a market capitalization of $350 million. Dominguez Service Corporation owns and operates Dominguez Water Company, formed in 1911 to irrigate the farmlands of one of the first Spanish land grants in California, as well as the Antelope Valley Water Company in northern Los Angeles County and Kern River Valley Water Company near Lake Isabella in Kern County. By year-end, Dominguez will complete acquisition of the Redwood Valley Water Company, located in northern California. Dominguez also has a water rights trading operation and a 20 percent equity investment in Chemical Services Company of San Jose, a supplier of on-site chlorine generation equipment. Formed in 1926, California Water Service Group is the largest investor-owned water utility in California and fourth largest in the nation. Additional information about the two companies may be found on the attached fact sheet or on their Web sites, located at www.dominguezh2o.com and www.calwater.com. This press release contains a number of forward looking statements, all of which are based upon current expectations. Actual results may differ materially. Attachment (Fact Sheet) 2 CALIFORNIA WATER SERVICE GROUP DOMINGUEZ SERVICES CORPORATION MERGER FACTS-AT-A-GLANCE (DATA AS OF 11/13/98 UNLESS OTHERWISE INDICATED)
CALIFORNIA WATER DOMINGUEZ SERVICES ITEM SERVICE GROUP CORPORATION Principal Subsidiary California Water Services Dominguez Water Company Company Year Formed 1926 1911 Total Customers Served 410,000 38,000 Number of Employees 650 73 Communities Served 58 20 Gross Revenue (12 months $185 million $26 million as of 9/30/98) EPS(12 months as of $1.41 $1.04 9/30/98) Dividends Per Share, 1998 $1.07 $0.92 Dividend Yield 4.0% 3.5% Net Utility $471 million $39 million Plant(9/30/98) Average ROE, since 1987 12.2% 13.3% Market-to-Book Ratio 2.0x 2.4x Price-to-Earnings Ratio 19.0x 25.5x Stock Trading Range Since $14-$33.75 $10- $24 1994 Average Daily Trading 13,550 1,591 Volume YTD 1998 3 Number of Shareholders 11,000 960 Exchange and Trading NYSE:CWT NASDAQ:DOMZ Symbol Type of Transaction Tax free reorganization/merger; pooling of Interests Purchase Price $47.6 million equity purchase, $10.5 million in assumed debt. Total $58.0 million Purchase Method Tax-free exchange of common equity Estimated Exchange Ratio 1.18:1, CWT:DOMZ Benefit to DOMZ Market Value: $30,000 Market Value: $17,750 Shareholder with 1,000 Annual Dividend: $1,338 Annual Dividend: $920 shares @ 6/30/98 CONTACT: California Water Service Group Gerry Feeney, 408/367-8216 (Analysts) or Jim Good, 408/367-8219 (Media) or Dominguez Services Corporation John Tootle, 310/834-2625 x322 (Analysts)
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