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
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(Exact name of registrant as specified in its charter)
Delaware 1-13883 77-0448994
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State of Incorporation Commission File No. IRS Employer ID Number
1720 North First Street, San Jose, CA 95112
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Address, including Zip code, of
registrant's principal executive office
(408) 367-8200
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Registrant's telephone number, including area code
California Water Service Group
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(Former name or former address, if changed since last report)
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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.
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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
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Peter C. Nelson
President and Chief Executive Officer
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Exhibit Index
Sequential
Page
Number
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Exhibit No.
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1. Press release issued by the Registrant on May 25, 2000 5
