As filed with the Securities and Exchange Commission on December 20, 1999
Registration No. 333-71367
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 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 Classification Code Number) Identification No.)
or organization)
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: As soon as practicable after this amendment becomes effective and the
satisfaction or waiver of certain other conditions under the Agreement and Plan
of Reorganization described herein.
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
Proposed
Proposed Maximum
Amount Maximum Aggregate
Title of each Class of to be Offering Price Offering Amount of
Securities to be Registered Registered(1) Per Share Price Registration Fee
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Common Stock, no par value (3) 2,400,000 shares Not applicable Not applicable $13,163.53(2)
(1) The number of California Water Service Group common shares, no par value
("CWSG Common Stock"), to be registered is based upon the number of shares
of Dominguez Services Corporation common stock, one dollar ($1) par value
("DSC Common Stock") to be converted into shares of CWSG Common Stock
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"), (1,560,979 shares,
which was the sum of the number of shares of DSC Common Stock outstanding on
March 25, 1999, the number of shares reserved for issuance pursuant to stock
options outstanding on that date and the number of shares otherwise expected
to be issued on or before the closing date of the transaction to which this
Registration Statement relates, multiplied by a maximum exchange ratio of
1.49.
(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
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-4
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this "Amendment") to that certain
Registration Statement on Form S-4 as previously amended (File No. 333-71367,
the "Registration Statement") is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act") by California Water
Service Group, a Delaware corporation ("Cal Water Delaware" or the "Company"),
which is the successor to California Water Service Group, a California
corporation ("Cal Water California"), following a statutory merger effective on
November 23, 1999 (the "Merger") for the purpose of changing Cal Water
California's state of incorporation. Prior to the Merger, Cal Water Delaware had
no assets or liabilities other than nominal assets or liabilities. In connection
with the Merger, Cal Water Delaware succeeded by operation of law to all of the
assets and liabilities of Cal Water California. The Merger was approved by the
shareholders of Cal Water California at a meeting for which proxies were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Except as modified by this Amendment, Cal Water Delaware, by virtue of
this Amendment, expressly adopts the Registration Statement as its own
registration statement for all purposes of the Securities Act and the Exchange
Act.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the General Corporation Law of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company's Bylaws provide that the Company shall indemnify its directors and
officers and may indemnify its employees and other agents to the fullest extent
permitted by law. The Company believes that indemnification under its Bylaws
covers at least negligence and gross negligence on the part of indemnified
parties.
Insurance coverage exists for claims made against directors and officers
for wrongful acts while acting in their individual or collective capacities as
directors and officers of the Company. Corporate reimbursement coverage applies
for those expenses which are paid on behalf of directors and officers under the
Bylaws of the Company. Insured persons include any person who was, is now, or
shall be a director, officer, or trustee of the Company and any other employee
of the Company who may be acting in the capacity of a director, officer, or
trustee of the Company with the express authorization of a director, officer, or
trustee of the Company. The policy of insurance is a claims-made policy.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit Number and Description
2.2 Certificate of Ownership and Merger of Cal Water California and Cal
Water Delaware.*
3.1 Certificate of Incorporation of Cal Water Delaware.*
3.2 Bylaws of Cal Water Delaware.*
4.1 Specimen Certificates for shares of Common and Preferred Stock of Cal
Water Delaware.*
5.1 Opinion of Nossaman, Guthner, Knox & Elliott, LLP as to the legality of
the shares of Cal Water Delaware being registered.*
23.1 Consent of KPMG LLP, independent accountants.*
23.3 Consent of Nossaman, Guthner, Knox & Elliott, LLP (included in opinion
filed as Exhibit 5.1).*
* Filed herewith.
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
December 15, 1999.
CALIFORNIA WATER SERVICE GROUP
By: /s/ Peter C. Nelson
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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. 1 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. 1 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 December 15, 1999
- -------------------------------- Officer (Principal Executive
Peter C. Nelson Officer) and Director
/s/ GERALD F. FEENEY Vice President, Chief Financial December 15, 1999
- -------------------------------- Officer and Treasurer (Principal
Gerald F. Feeney Financial Officer)
/s/ ROBERT W. FOY Chairman of the Board of Directors December 15, 1999
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Robert W. Foy
/s/ EDWARD D. HARRIS, JR., M.D. Director December 15, 1999
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Edward D. Harris, Jr., M.D.
/s/ ROBERT K. JAEDICKE Director December 15, 1999
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Robert K. Jaedicke
/s/ RICHARD P. MAGNUSON Director December 15, 1999
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Richard P. Magnuson
/s/ LINDA R. MEIER Director December 15, 1999
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Linda R. Meier
/s/ C. H. STUMP Director December 15, 1999
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C. H. Stump
/s/ GEORGE A. VERA Director December 15 1999
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George A. Vera
/s/ J. W. WEINHARDT Director December 15, 1999
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J. W. Weinhardt
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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2.2 Certificate of Ownership and Merger of Cal Water California and
Cal Water Delaware.*
3.1 Certificate of Incorporation of Cal Water Delaware.*
3.2 Bylaws of Cal Water Delaware.*
4.1 Specimen Certificates for shares of Common and Preferred Stock of
Cal Water Delaware.*
5.1 Opinion of Nossaman, Guthner, Knox & Elliott, LLP as to the legality
of the shares of Cal Water Delaware being registered.*
23.1 Consent of KPMG LLP, independent accountants.*
23.3 Consent of Nossaman, Guthner, Knox & Elliott, LLP (included
in opinion filed as Exhibit 5.1).*
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* Filed herewith.