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)
<PAGE>
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
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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
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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%
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14. TYPE OF REPORTING PERSON
CO
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Page 2 of 7 Pages
<PAGE>
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
<PAGE>
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
<PAGE>
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
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EXHIBIT A
Directors and Executive Officers
Directors. The following persons serve as directors of
Carson Dominguez Real Estate Corporation:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Beneficial Ownership
of Common Shares in
Citizen- Dominguez Services
Name Occupation ship Corporation
- ----------------------------------------------------------------------------------------
Joseph R. Brown, Jr. Consultant United States None<F1>
Midland Management Corp.
23151 Moulton Pkwy #119
Laguna Hills, CA 92653
Kent Caldwell Cooper Self-Employed United States None<F1>
1187 Coast Village Road
Suite 1, Box 190
Montecito, CA 93108
Janet T. Davidson Attorney United States None<F1>
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<F1>
Westmont Investment Co.
Inc.
840 Newport Center Drive
Suite 420
Newport Beach, CA 92660
C. Bradley Olson President United States 500<F1>
The Carson Companies
18710 South Wilmington
Ave., Suite 200
Rancho Dominguez, CA 90220
Arthur H. Rasmussen, Jr. Broker United States None<F1>
CB Richard Ellis, Inc.
1840 Century Park East
Suite 700
Los Angeles, CA 90067
<FN>
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.
</FN>
</TABLE>
Page 6 of 7 Pages
<PAGE>
Officers. The following persons serve as officers of
Carson Dominguez Real Estate Corporation:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Beneficial Ownership
of Common Shares in
Citizen- Dominguez Services
Name Occupation ship Corporation
- ------------------------------------------------------------------------------------
C. Bradley Olson President and United States 500<F2>
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<F2>
and Assistant Secretary
Matthew J. Vanderhorst Senior Vice President United States None
and Assistant Secretary
Teresa L. Kirkpatrick Assistant Secretary United States None
<FN>
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.
</FN>
</TABLE>
Page 7 of 7 Pages
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