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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CALIFORNIA WATER SERVICE GROUP
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(Exact name of registrant as specified in its charter)
Delaware 4941 77-0448994
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(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
1720 North First Street, San Jose, California 95112-4598 (408) 367-8200
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(Address, including ZIP code, and telephone number,
including area code, of registrant's principal executive offices)
Peter C. Nelson
California Water Service Group
1720 North First Street
San Jose, CA 95112-4598
(408) 367-8200
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(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
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Copies of communications to:
Stanley S. Taylor, III David Ebershoff
Nossaman, Guthner, Knox & Elliott, LLP Fulbright & Jaworski, L.L.P.
50 California Street, 34th Floor 865 South Figueroa Street 29th Floor
San Francisco, CA 94111 Los Angeles, CA 90017
415-398-3600 213-892-9200
Approximate date of commencement of proposed sale of the securities to the public: May 25, 2000
If the securities being registered on this Form are being offered in connection with the formation of a holding
company and there is compliance with General Instruction G, check the following box. |_|
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. |_|
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
Title of each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered (1) Per Share Offering Price Registration Fee
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Common Stock, no par value (3) 2,210,254 Shares Not applicable Not applicable $13,163.53 (2)
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(1) The number of California Water Service Group common shares, no par value ("CWSG Common Stock"), registered is
based upon the number of shares of Dominguez Services Corporation common stock, one dollar ($1) par value
("DSC Common Stock") converted into shares of CWSG Common Stock on May 25, 2000 pursuant to the Agreement and
Plan of Reorganization between California Water Service Group, California Water Service Company and Dominguez
Services Corporation dated as of November 13, 1998, as amended by Amendment No. 1 dated March 22, 1999 (the
"Amended Merger Agreement").
(2) Previously paid.
(3) Associated with and attached to the common stock are preferred stock purchase rights which will not be
exercisable or evidenced separately from the common stock prior to the occurrence of certain events.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a),
may determine.
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CALIFORNIA WATER SERVICE GROUP
AMENDMENT NO. 2 TO
REGISTRATION STATEMENT ON FORM S-4
This Post-Effective Amendment No. 2 (this "Amendment") to that certain
Registration Statement on Form S-4 as amended by Amendment No. 1 (File No.
333-71367, the "Registration Statement") is being filed under the Securities Act
of 1933, as amended (the "Securities Act") by California Water Service Group, a
Delaware corporation (the "Company") for the purpose of removing 189,746 shares
of the Company's common shares from registration under the Resistration
Statement, as amended. The number of shares registered under the Registration
Statement, as amended, was 2,400,000.
A total of 2,210,254 shares of the Company's common stock, $0.01 par
value ("CWSG Common Stock"), were registered and issued based upon the number of
shares of Dominguez Services Corporation common stock, one dollar ($1) par value
("DSC Common Stock") actually converted into shares of CWSG Common Stock on the
day of Closing, May 25, 2000, pursuant to the Agreement and Plan of
Reorganization between California Water Service Group, California Water Service
Company and Dominguez Services Corporation dated as of November 13, 1998, as
amended by Amendment No. 1 dated March 22, 1999 (the "Amended Merger
Agreement").
Under the terms of the Amended Merger Agreement, the Company agreed to
exchange between 1.25 and 1.49 shares of CWSG Common Stock for each share of DSC
Common Stock based upon the average closing price per share of CWSG Common Stock
for twenty consecutive trading days prior to the fifth trading day before the
Closing. The final exchange ratio was 1.38 shares of CWSG Common Stock for each
share of DSC Common Stock. The number of shares registered is 2,210,254. The
total number of shares of DSC Common Stock converted to CWSG Common Stock was
1,601,679 which represents the number of shares of DSC Common Stock outstanding
on May 25, 2000. Fractional interests in the shares of DSC Common Stock were
paid in cash.
The Company expressly adopts and ratifies the Registration Statement,
as amended, for all purposes of the Securities Act and the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of San Jose, State of California, on
September 20, 2000.
CALIFORNIA WATER SERVICE GROUP
By:
Peter C. Nelson
President and Chief Executive Officer
and Director
POWER OF ATTORNEY
We the undersigned officers and directors of California Water Service
Group, hereby severally constitute and appoint Peter C. Nelson and Gerald F.
Feeney, and each of them singly, our true and lawful attorneys and agents, with
the full power of substitution to them, and each of them singly, to sign for us
and in our names in the capacities indicated below, the Post-Effective Amendment
No. 2 to Registration Statement on Form S-4 filed herewith and any and all post
effective amendments to said Registration Statement for the same offering that
may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and
generally to do all such things in our names and on our behalf in our capacities
as officers and directors to enable California Water Service Group to comply
with the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys or any of them, to said
Registration Statements and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement on Form S-4 has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Peter C. Nelson President and Chief Executive September 20, 2000
- ---------------------------------------- Officer (Principal Executive
Peter C. Nelson Officer) and Director
/s/ Gerald F. Feeney Vice President, Chief Financial September 20, 2000
- ---------------------------------------- Officer and Treasurer (Principal
Gerald F. Feeney Financial Officer)
/s/ Robert W. Foy Chairman of the Board of Directors September 20, 2000
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Robert W. Foy
/s/ Edward D. Harris, Jr., M.D. Director September 20, 2000
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Edward D. Harris, Jr., M.D.
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/s/ Robert K. Jaedicke Director September 20, 2000
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Robert K. Jaedicke
/s/ Richard P. Magnuson Director September 20, 2000
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Richard P. Magnuson
/s/ Linda R. Meier Director September 20, 2000
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Linda R. Meier
/s/ C. H. Stump Director September 20, 2000
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C. H. Stump
/s/ George A. Vera Director September 20, 2000
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George A. Vera
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