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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
California Water Service Company
(Exact name of registrant as specified in its charter)
California 94-0362795
(State of incorporation or organization) (I.R.S. Employer
identification No.)
1720 North First Street, San Jose, California 95112
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12.(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, No Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
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Item 1. Description of Registrant's Securities
to be Registered
Common Stock, No Par Value
The capital stock of California Water Service Company
(the "Company" or "Registrant") to be registered on the New York Stock
Exchange, Inc. (the "Exchange") is the Registrant's Common Stock without
par value. Holders of Common Stock are entitled to one vote per share at
all meetings of stockholders. Dividends that may be declared on the
Common Stock will be paid in an equal amount to the holder of each share.
No pre-emptive rights are conferred upon the holders of such stock and
there are no liquidation or conversion rights. Nor are there any redemption
or sinking fund provisions and there is no liability to further calls or
to assessments by the Registrant.
Certain provisions of the Company's By-Laws were designed to make
the Company a less attractive target for acquisition by an outsider who does
not have the support of the Company's directors. These provisions:
(1) provide that only the Board of Directors, the Chairman of the Board,
the President or the holders of shares entitled to cast not less than 10% of
the votes at the meeting have the power to call a Special Meeting of
shareholders; (2) provide that the shareholders may amend the Company's
by-laws only by the affirmative vote of a majority of the votes entitled to
be cast by the outstanding voting shares; (3) provide that any shareholder
approval at a meeting, other than unanimous approval, on certain matters
(including a proposal to approve certain business transactions and a proposal
to amend the Articles of Incorporation) shall be valid only if the general
nature of the proposal was stated in the notice of meeting or in any written
waiver of notice; and (4) provide that directors may only be removed by the
affirmative vote of a majority of the votes entitled to be cast by the
outstanding voting shares at an election of directors, except that (a) no
director may be removed (unless the entire Board is removed) when the votes
cast against removal, or not consenting in writing to such removal, would be
sufficient to elect such director if voted cumulatively at an election at
which the same total number of votes were cast (or, if such action is taken
by written consent, all shares entitled to vote were voted) and the entire
number of directors authorized at the time of the director's most recent
election were then being elected, and (b) when by the provisions of the
Articles the holders of the shares of any class or series, voting as a class
or series, are entitled to elect one or more directors, any director so
elected may be removed only by the applicable vote of the holders of the
shares of that class or series. While the foregoing provisions will not
necessarily prevent take-over attempts, they should discourage an attempt to
obtain control of the Company in a transaction not approved by the Company's
Board of Directors by making it more difficult for a third party to obtain
control in a short time and impose its will on the remaining shareholders of
the Company.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item
2 will be supplied to the New York Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
CALIFORNIA WATER SERVICE COMPANY
BY DONALD L. HOUCK
President
Dated: March 17, 1994
