SPECIMEN CERTIFICATES
Published on December 20, 1999
EXHIBIT 4.1
Specimen Certificates for Shares of Common and Preferred Stock of
Cal Water Delaware
[REVERSE SIDE OF COMMON STOCK CERTIFICATE]
CALIFORNIA WATER SERVICE GROUP
The Company is authorized to issue common shares without par value and
preferred shares of the par value of $25 each. The preferred shares are issuable
in series and the Board of Directors is authorized by the Restated Articles of
Incorporation to fix or alter from time to time the number of shares
constituting any wholly unissued series of preferred shares and to fix or alter
from time to time the dividend rights, dividend rate, conversion rights, voting
rights, rights and terms of redemption, the redemption price or prices or the
liquidation preferences (including the absence or limited grant of any such
rights or preferences) of any wholly unissued series of preferred shares.
A statement of the rights, preferences, privileges and restrictions
granted to or imposed upon the respective classes or series of shares authorized
to be issued and upon the holders thereof as established by the Restated
Articles of Incorporation (or by any certificate of determination of
preferences) and the number of shares constituting each series or class and the
designation thereof is available, upon request and without charge, at the office
of the Corporate Secretary, 1720 North First Street, San Jose, California
95112-4598, or at the office of the Transfer Agent.
THIS CERTIFICATE: ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO
CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CALIFORNIA WATER
SERVICE GROUP AND BANKBOSTON, N.A. DATED AS OF FEBRUARY 12, 1998 (THE "RIGHTS
AGREEMENT"). THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND
A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF CALIFORNIA
WATER SERVICE GROUP UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE RIGHTS
AGREEMENT. SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO
LONGER BE EVIDENCED BY THIS CERTIFICATE. CALIFORNIA WATER SERVICE GROUP WILL
MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT
CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES,
AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON
WHO BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED
IN THE RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS WHETHER CURRENTLY HELD BY
OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND
VOID.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT ____ Custodian ____
(Cust.)
(Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right of -------------------
survivorship and not as tenants (State)
in common
Additional abbreviations may also be used though
not in the above list.
[In script] For Value received, ___________ hereby sell assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------ Shares
of the Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
- ---------------------------------------------------------------------- Attorney
to transfer the said Stock on the books of the within-named Company with full
power of substitution in the premises.
Dated
--------------------
In Presence of
--------------------
- ----------------------------------
SIGNATURE(S) GUARANTEED
- ----------------------------------
The signature should be guaranteed by a brokerage firm or a financial
institution that is a member of a securities appointed Medallion program, such
as Securities Transfer Agents Medallion Program (STAMP). Stock Exchanges
Medallion Program (SEMP) or New York Stock Exchange, Inc. Medallion Signature
Program (MSP).
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
[Green lace edging 1/2 inches wide around Certificate with corner shields on two
top corners.]
THIS CERTIFICATE IS TRANSFERABLE
IN BOSTON, MA OR NEW YORK, NY
[REVERSE SIDE OF PREFERRED STOCK CERTIFICATE]
CALIFORNIA WATER SERVICE GROUP
The Company is authorized to issue common shares without par value and
preferred shares of the par value of $25 each. The preferred shares are issuable
in series and the Board of Directors is authorized by the Restated Articles of
Incorporation, as amended, to fix or alter from time to time the number of
shares constituting any wholly unissued series of preferred shares and to fix or
alter from time to time the dividend rights, dividend rate, conversion rights,
voting rights, rights and terms of redemption, the redemption price or prices or
the liquidation preferences (including the absence or limited grant of any such
rights or preferences) of any wholly unissued series of preferred shares.
A statement of the rights, preferences, privileges and restrictions
granted to or imposed upon the respective classes or series of shares authorized
to be issued and upon the holders thereof as established by the Restated
Articles of Incorporation, as amended, (or by any certificate of determination
of preferences), and the number of shares constituting each series or class and
the designation there, as amended, of is available, upon request and without
charge, at the office of the Secretary of the Company, 1720 North First Street,
San Jose, California 95112, or at the office of the Transfer Agent.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
UNIF GIFT MIN ACT
TEN COM - as tenants in common ______ Custodian ______
TEN ENT - as tenants by the entireties (Cust.) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts
survivorship and not as tenants to Minors Act
in common
-----------------------
(State)
Additional abbreviations may also be used though not in the above list.
[In script] For Value received, __________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shares
- ------------------------------------------------------------------------
of the Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint Attorney
------------------------------------------------
to transfer the said stock on the books of the within-named Company with full
power of substitution in the premises.
Dated ________________ __________________________
In Presence of
- ----------------------------------
- -----------------------------------
The signature should be guaranteed by a brokerage firm or a financial
institution that is a member of a securities appointed Medallion program, such
as Securities Transfer Agents Medallion Program (STAMP). Stock Exchanges
Medallion Program (SEMP) or New York Stock Exchange, Inc. Medallion Signature
Program (MSP).
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER