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) 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. 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