AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2003
REGISTRATION NO. 333-103721
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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California Water Service Group
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
77-0448994
(I.R.S. Employer Identification Number)
1720 North First Street
San Jose, CA 95112
408-367-8200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Richard D. Nye
Vice President, Chief Financial Officer and Treasurer
California Water Service Group
1720 North First Street
San Jose, CA 95112
(408) 367-8200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with copies to:
Thomas G. Reddy, Esq. Jonathan A. Koff, Esq.
Venrice R. Palmer, Esq. Chapman and Cutler
Bingham McCutchen LLP 111 West Monroe Street
Three Embarcadero Center, 18th Floor Chicago, Illinois 60603-4080
San Francisco, California 94111 (312) 845-3000
(415) 393-2000 Fax (312) 701-2361
Fax (415) 393-2286
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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 SAID SECTION 8(a),
MAY DETERMINE.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED _____________, 2003
CALIFORNIA WATER SERVICE GROUP
1720 North First Street
San Jose, CA 95112
408-367-8200
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$120,000,000
DEBT SECURITIES, PREFERRED STOCK AND COMMON STOCK
---------------
California Water Service Group plans to offer to the public from time to
time:
o ourunsecured debt securities consisting of debentures, notes or other
evidences of indebtedness;
o our preferred stock; and
o our common stock.
Our common stock trades on the New York Stock Exchange under the symbol
"CWT."
This prospectus provides you with a general description of the securities we
may offer. We may offer the securities as separate series, in amounts, prices
and on terms determined at the time of the sale. When we offer securities, we
will provide a prospectus supplement or a term sheet describing the terms of the
specific securities offered, including the offering price. You should read both
this prospectus and any prospectus supplement or term sheet, together with the
additional information described under the heading "Where You Can Find More
Information" beginning on page 21 of this prospectus, before you make your
investment decision.
We will sell the securities to underwriters or dealers, through agents, or
directly to investors.
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Neither the SEC nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement or term sheet.
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The date of this prospectus is ______, 2003
TABLE OF CONTENTS
About This Prospectus 3
Ratios of Earnings To Fixed Charges and Preferred Stock Dividends 3
Forward-Looking Statements 3
Risk Factors 4
California Water Service Group 8
California Water Service Group--Service Area 9
Use of Proceeds 10
Description of Debt Securities 10
Description of Preferred Stock 16
Description of Common Stock 19
Rights Agreement 20
Anti-Takeover Effects of Our Certificate of Incorporation
and Bylaws and Delaware Law 22
Plan of Distribution 22
Legal Matters 24
Experts 24
Where You Can Find More Information 24
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under the shelf process, we may, from
time to time, issue and sell to the public any combination of the securities
described in the registration statement, and in any prospectus supplement or
term sheet, in one or more offerings up to a total dollar amount of
$120,000,000.
RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth our consolidated ratios of earnings to fixed
charges and earnings to fixed charges and preferred stock dividends for the
periods shown. For the purposes of calculating these ratios, earnings consist of
income from continuing operations before income taxes and fixed charges. Fixed
charges consist of interest on indebtedness, amortization of debt premium, the
interest component of rentals and, with respect to the ratio of earnings to
fixed charges and preferred stock dividends, preferred stock dividend
requirements.
Twelve Months
ended Year Ended December 31,
March 31, 2003 (1) 2002 2001 2000 1999 1998
------------------ ----- ----- ----- ----- -----
Ratio of Earnings to Fixed Charges 2.36 2.64 2.41 3.00 3.42 3.24
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends 2.33 2.60 2.37 2.95 3.36 3.19
(1) The business is seasonal, therefore information for the three-month period
ended March 31, 2003 would not be indicative of the results of the entire year.
FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement or term sheet, and the documents
we have incorporated by reference may contain forward-looking statements. The
forward-looking statements are intended to qualify for the "safe harbor"
treatment established by the Securities Act of 1933, as amended by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are based
on currently available information, expectations, estimates, assumptions and
projections, and management's judgment about the company, the water utility
industry and general economic conditions. Words like "expects," "intends,"
"plans," "believes," "estimates," "assumes," "anticipates," "projects,"
"predicts," "forecasts" or variations of these words or similar expressions are
intended to identify forward-looking statements. The forward-looking statements
are not guarantees of future performance. They are based on numerous assumptions
that we believe are reasonable, but they are open to a wide range of
uncertainties and business risks. Consequently, actual results may vary
materially from what is contained in a forward-looking statement. Factors which
may cause actual results to be different than expected or anticipated include:
o governmental and regulatory commissions' decisions;
o changes in regulatory commissions' policies or procedures;
o the timeliness of regulatory commissions' actions concerning rate
relief;
o new legislation;
o electric power interruptions;
o increases in suppliers' prices and the availability of supplies
including water and power;
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o fluctuations in interest rates;
o changes in environmental compliance and water quality requirements;
o acquisitions and our ability to successfully integrate acquired
companies;
o the ability to successfully implement business plans;
o changes in customer water use patterns;
o the impact of weather on water sales and operating results;
o access to sufficient capital on satisfactory terms;
o civil disturbances or terrorist threats or acts, or apprehension about
the possible future occurrences of acts of this type;
o restrictive covenants in or changes to the credit ratings on our
current or future debt that could increase our financing costs or
affect our ability to borrow, make payments on debt or pay dividends;
and
o other risks and unforeseen events.
When considering forward-looking statements, you should keep in mind the
cautionary statements in this prospectus, any prospectus supplement or term
sheet and the documents incorporated by reference. We assume no obligation to
provide public updates of forward-looking statements.
RISK FACTORS
Our business is heavily regulated and decisions by regulatory commissions and
changes in laws and regulations can significantly affect our business.
California Water Service Company, New Mexico Water Service Company,
Washington Water Service Company and Hawaii Water Service Company, Inc. are
regulated public utilities which provide water service to our customers. The
rates that the companies charge their water customers are subject to the
jurisdiction of the regulatory commission in the states in which we operate.
These commissions set water rates for each operating district independently
because the systems are not interconnected. The commissions authorize us to
charge rates which they consider to be sufficient to recover our normal
operating expenses, to provide funds for adding new or replacing water
infrastructure, and to allow us to earn what the commissions consider to be a
fair and reasonable return on our invested capital.
Our ability to meet our financial objectives is dependent upon the rates
authorized by the commissions. We periodically file rate increase applications
with the commissions. The ensuing administrative and hearing process may be
lengthy and costly. We can provide no assurances that our rate increase requests
will be granted by the commissions. Even if approved, there is no guarantee that
approval will be given in a timely manner or at a sufficient level to cover our
expenses and provide a reasonable return on our investment. If the authorized
rates are insufficient to cover operating expenses and capital expenditure
requirements, and allow a reasonable return on invested capital, or the rate
increase decisions are delayed, our earnings may be adversely affected.
Our liquidity and earnings could be adversely affected by increases in
electricity prices.
Purchased power expense represents electricity purchased to operate the
wells and pumps which are needed to supply water to our customers. Purchased
power is a significant operating expense. During 2002 and 2001, purchased power
expense represented 10% of our total operating costs. These costs can and do
increase unexpectedly and in substantial amounts, as occurred in California
during 2001 when rates we paid for electricity increased 48%. The
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increases are beyond our control. California regulation regarding recovery of
increases in electric rates changed in 2001. For over 20 years prior to 2001,
the California Public Utilities Commission allowed recovery of electric rate
increases under its operating rules. However, in 2001, the commission revised
its rules and deferred our recovery of the higher electric costs until the
filing of a general rate case. In 2003, the California Public Utilities
Commission granted recovery of a majority of these higher costs incurred up to
November, 2001. The remainder of these costs will be incorporated into general
rate case filings.
We cannot provide assurance that we will be allowed to recover the electric
rate increases paid since November 2001 or future increases. The inability to
recover the higher costs affects our cash flows and can affect our capital
resources and liquidity. Also, it may adversely affect profit margins, unless
the regulatory commission authorizes us to seek reimbursement of those costs
from our customers.
Changes in water supply costs directly affect our earnings.
The cost to obtain water for delivery to our customers varies depending on
the sources of supply, wholesale suppliers' prices and the quantity of water
produced to supply customer water usage. Our source of supply varies by
operating district. Certain districts obtain all of their supply from wells,
some districts purchase all of the supply from wholesale suppliers and other
districts obtain the supply from a combination of well and purchased sources. A
small portion of the supply is from surface sources and processed through
company-owned water treatment plants. On average, slightly more than half of the
water delivered to customers is pumped from wells or received from a surface
supply with the remainder purchased from wholesale suppliers. During 2002 and
2001, the cost of purchased water for delivery to customers represented 33% of
our total operating costs.
Wholesaler water suppliers may increase their prices for water delivered to
us based on factors that affect their operating costs. As with electric rates,
purchased water rate increases are beyond our control. In California, our
ability to recover increases in the cost of purchased water is subject to
decisions by the regulatory commission. The same process for recovering
purchased power rate increases applies to our ability to recover purchased water
cost increases. The changes in the commission's rules regarding recovery of
electricity rate increases apply to our recovery of higher purchased water
costs. If we are not allowed to recover the higher costs, our cash flows and our
capital resources and liquidity can be negatively impacted. Also, our profit
margins may be adversely affected, unless the commissions allow us to seek
reimbursement of those costs from our customers.
Environmental regulation has increased, and is expected to continue to increase,
our operating costs.
Our water and wastewater services are governed by various federal and state
environmental protection and health and safety laws and regulations. These
provisions establish criteria for drinking water and for discharges of water,
wastewater and airborne substances. If we violate these provisions, we could be
subject to substantial fines or otherwise sanctioned.
Environmental laws are complex and change frequently. They have tended to
become more stringent over time. As new or stricter standards are introduced,
they could raise our operating costs. There can be no assurance that the
commissions would approve rate increases to enable us to recover these
additional compliance costs.
We are required to test our water quality for certain chemicals and
potential contaminants on a regular basis. If the test results indicate that we
exceed allowable limits, we may be required either to commence treatment to
remove the contaminant or to develop an alternate water source. Either of these
results may be costly, and there can be no assurance that the commissions would
approve rate increases to enable us to recover these additional compliance costs
All of the above factors may have a material adverse effect on our business,
financial position and results of operations.
The adequacy of our water supplies depends upon a variety of factors beyond our
control. Interruption in the water supply may adversely affect our earnings.
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We depend on an adequate water supply to meet the present and future needs
of our customers. Whether we have an adequate supply varies depending upon a
variety of factors, including:
o rainfall;
o the amount of water stored in reservoirs;
o underground water supply from which well water is pumped;
o changes in the amount of water used by our customers;
o water quality;
o legal limitations on water use, such as rationing restrictions
during a drought; and
o population growth.
Also, the water business is seasonal. The normal water use pattern within
our service territories sees the highest customer usage and highest revenue
during the warmer summer months due primarily to increased summer usage for
watering outside landscape, cooling and swimming pools. Customer usage and
revenue are lower during the cool, rainy winter months. Demand also varies with
rainfall levels. If summer temperatures are cooler than normal or the rainy
season extends into the summer months or begins early in the fall months, any of
these factors can cause a decline in customer usage and result in lower revenue.
Drought conditions may affect our ability to serve our current and future
customers, and may affect our customers' use of water. Restrictions imposed on
the amount of water customers are allowed to use during a drought may result in
decreased customer billings. Customers may use less water even after a drought
has passed because of conservation patterns developed during the drought or
lower use for any reason could lead to continued lower revenue.
Since the September 11, 2001 terrorist attacks, we have heightened security
at our facilities and taken added precautions for the safety of our employees
and water we deliver to our customers. We have also assigned a high priority to
completing work necessary to comply with new Environmental Protection Agency
requirements concerning security of water facilities. These actions have
increased our costs.
All of these factors may adversely affect our earnings and financial condition.
Our business requires significant capital expenditures and may suffer if we fail
to secure appropriate funding.
The water utility business is capital-intensive. We invest significant sums
to add or replace property, plant and equipment. We fund these projects from
cash received from operations and funds received from developers. We also borrow
funds from banks under short-term bank lending arrangements. We may seek to meet
our long-term capital needs by raising equity through common or preferred stock
issues or issuing debt obligations.
Water shortages may adversely affect us by causing us to rely on more
purchased water. This could cause increases in capital expenditures needed to
build pipelines to secure alternative water sources.
Our rate increase applications are designed to recover our investments in
utility plant. We cannot assure you that the rates the commissions will allow us
to charge will be sufficient for this purpose.
Moody's Investor Services Inc. and Standard & Poors issue ratings on
California Water Service Company's ability to repay debt obligations. The credit
rating agencies could downgrade our credit rating based on reviews of our
financial performance and projections or upon the occurrence of other events
that could impact our business outlook. In 2002, Moody's Investor Services Inc.
and Standard & Poors did lower the ratings on California Water Service Company's
first mortgage bonds. The rating actions were attributed to delays in receipt of
decisions by the California Public Utilities Commission for rate increase
applications and ongoing capital expenditures to maintain water infrastructure
and meet environmental compliance requirements. A downgrade could increase our
cost of capital by causing potential
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investors to require an higher interest rate due to a perceived risk increase
related to our ability to repay outstanding debt obligations. Lower ratings by
the agencies could also restrict our ability to access equity and debt capital.
We cannot assure you that the rating agencies will maintain ratings which allow
us to borrow under advantageous conditions and at reasonable interest rates.
We cannot assure you that our existing funding sources will continue to be
adequate or that the cost of funds will remain at levels permitting us to remain
profitable.
Any of these factors may have an adverse effect on our earnings and
financial condition.
Risks associated with potential acquisitions or divestitures or restructuring
may adversely affect us.
We may seek to acquire or invest in other companies, technologies, services
or products that complement our business. We cannot assure you that we will
succeed in finding attractive acquisition candidates or investments. These
transactions may result in the issuance of equity securities that could be
dilutive if the acquisition or business opportunity does not develop in
accordance with our business plan. They may also result in significant
write-offs and an increase in our debt. The occurrence of any of these events
could have a material adverse effect on our business, financial condition and
results of operations.
Any of these transactions could involve numerous additional risks. For
example, we may experience difficulty in getting required regulatory approvals.
We may also have difficulty assimilating a new business or separating old
businesses. Transactions such as these may also divert management's attention
from other business concerns and otherwise disrupt our business. We might see a
loss of key employees from our acquisition targets and as a result the
integration of the new business opportunity into our existing business might be
more difficult.
All of these events may have a material adverse effect on our business.
There can be no assurance that we will be successful in overcoming these or any
other significant risks encountered.
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CALIFORNIA WATER SERVICE GROUP
The company is a holding company whose business is carried on through its
five wholly-owned operating subsidiaries: California Water Service Company, CWS
Utility Services, Washington Water Service Company, New Mexico Water Service
Company and Hawaii Water Service Company, Inc. We were formed on December 31,
1997.
California Water Service Company, Washington Water Service Company, New
Mexico Water Service Company and Hawaii Water Service Company, Inc. are
regulated public utilities. Their assets and operating revenues currently
comprise substantially all of our assets and all of our utility revenues. Their
primary business is the production, purchase, storage, purification,
distribution and sale of water for domestic, industrial, public and irrigation
uses, and for fire protection. Their assets consist of land, buildings, wells,
tanks, pipes and equipment necessary for water operations.
We also provide non-regulated water-related services under agreements with
municipalities and other private companies. The non-regulated services include
full water system operations, and billing and meter-reading services. Many
non-regulated operations are conducted by CWS Utility Services under contracts
with other private companies and municipalities. CWS Utility Services operates
water systems, leases communication antenna sites, operates recycled water
systems, provides meter reading and customer services, and conducts real estate
sales of surplus properties. The regulated companies also carry on some
non-regulated operations. Income and expenses from non-regulated operations are
reported under "Other income and expenses, net" on our income statement.
California Water Service Company is the largest of the operating companies,
representing 96% of our regulated customers and 98% of our operating revenue. It
began operations in 1926 and supplies water service to 440,500 customers in 75
California communities through 25 separate water systems or districts.
California Water Service Company's 24 regulated systems, which are subject to
regulation by the California Public Utilities Commission, serve 434,400
customers. An additional 6,100 customers receive service through a long-term
lease of the City of Hawthorne's water system, which is not subject to
regulation by the Utilities Commission. The Utilities Commission requires that
water rates for each regulated district be independently determined. Rates for
the City of Hawthorne system are established in accordance with an operating
agreement and are subject to ratification by the City of Hawthorne City Council.
Fees for other operating agreements are based on contracts negotiated among the
parties.
Washington Water Service Company was formed in 1999. Its regulated water
utility operations are subject to the jurisdiction of the Washington Utilities
and Transportation Commission. Washington Water provides domestic water service
to 14,400 customers in the Tacoma and Olympia areas. An additional 3,900
customers are served under operating agreements with private owners. Operations
under these agreements are not subject to regulation by the Washington Utilities
and Transportation Commission.
New Mexico Water Service Company was formed in 2000. It acquired the assets
of Rio Grande Utilities Corporation in July 2002. New Mexico Water provides
service to 2,400 water and 1,700 wastewater customers south of Albuquerque. It
also provides non-regulated meter reading services under contract to a county in
New Mexico.
On April 30, 2003, we acquired the Kaanapali Water Corporation for an
initial payment of $7.5 million in cash. After completing the acquisition, the
entity's name was changed to Hawaii Water Service Company, Inc. Hawaii Water
Service Company, Inc. provides water utility services to 500 customers in Maui,
Hawaii. It had 2002 revenues of $3.0 million, and has net plant excluding
contributions in aid of construction of approximately $7.2 million and current
assets of $0.2 million. The acquisition was approved by the Hawaii Public
Utilities Commission in March 2003. The final purchase price will be determined
after certain events have occurred, principally the determination of rate base
after filing for a general rate case with the Hawaii Public Utilities
Commission. At that time, the purchase price could be increased or decreased.
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[GRAPHIC]
Map showing:
State of Washington Added in 1999, with map points for Olympia, Harbor and South
Sound
State of California, with map points for Chico, Willows, Oroville, Marysville,
Redwood Valley, (Sacramento), Dixon, Stockton, (San Francisco), Bayshore, Bear
Gulch, Los Altos, Salinas, King City, Livermore, General Office (San Jose), Kern
River Valley, Selma, Visalia, Westlake, Rancho Dominguez, (Los Angeles), East
Los Angeles, Antelope Valley, Bakersfield
State of New Mexico Added in 2002, with map points for Los Alamos, Santa Fe,
Belen, Alberqueque
State of Hawaii: Added in April 2003, with map points for (Honolulu), Kaanapali
o California Water Service Company
o Washington Water Service Company
o New Mexico Water Service Company
o Hawaii Water Service Company, Inc.
[GRAPHIC OMITTED]
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USE OF PROCEEDS
We intend to add the net proceeds from the sale of the securities to our
general funds to be used for general corporate purposes, which may include
investment in subsidiaries, working capital, capital expenditures, repayment of
short-term borrowings, refinancing of existing long-term debt, acquisitions and
other business opportunities.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be unsecured and will rank on parity with all our
other unsecured and unsubordinated indebtedness. We may issue debt securities in
one or more series under an indenture between us and U.S. Bank National
Association, as trustee. The form of indenture has been filed as an exhibit to
the registration statement of which this prospectus is a part. The following
description summarizes the material terms of the debt securities and we refer
you to the indenture for the full text, which we incorporate by reference. The
indenture will be subject to and governed by the Trust Indenture Act of 1939.
The indenture and the debt securities will also be governed by and construed in
accordance with the laws of the State of California.
The Debt Securities
The indenture does not limit the aggregate principal amount of the debt
securities or of any particular series of debt securities that we may issue
under it. We are not required to issue debt securities of any series at the same
time nor must the debt securities within any series bear interest at the same
rate or mature on the same date.
The debt securities are obligations exclusively of California Water Service
Group. As a holding company, we have no material assets other than our ownership
of the common stock of our subsidiaries. Unless we say otherwise in a prospectus
supplement or term sheet, we will rely entirely upon distributions and other
amounts received from our subsidiaries to meet the payment obligations under the
debt securities.
Our subsidiaries are separate and distinct legal entities and have no
obligation, contingent or otherwise, to pay amounts due under the debt
securities or otherwise to make any funds available to us. This includes the
payment of dividends or other distributions or the extension of loans or
advances, unless we say otherwise in a prospectus supplement or term sheet.
Public utility commissions that regulate most of our subsidiaries may
effectively restrict the payment of dividends to us by our subsidiaries.
Furthermore, the ability of our subsidiaries to make any payments to us
would be dependent upon the terms of any credit facilities of the subsidiaries
and upon the subsidiaries' earnings, which are subject to various business
risks. In a bankruptcy or insolvency proceeding, claims of holders of the debt
securities would be satisfied solely from our equity interests in our
subsidiaries remaining after the satisfaction of claims of creditors of the
subsidiaries. Accordingly, the debt securities are effectively subordinated to
existing and future liabilities of our subsidiaries to their respective
creditors.
We will issue debt securities only in fully registered form, without coupons
and, generally, in denominations of $1,000 or multiples of $1,000. Payments on
debt securities will be payable at the corporate trust office of U.S. Bank
National Association in San Francisco, California.
Each time we issue a new series of debt securities, the prospectus
supplement or term sheet relating to that new series will describe the amount,
price and other terms of those debt securities. Terms may include:
o the title of the debt securities;
o any limit on the total principal amount of the debt securities;
o the person to whom interest on a security is payable, if other than the
person in whose name the security is registered;
o the date or dates on which principal of a series of the securities is
payable;
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o the rate or rates at which the debt securities will bear interest, if
any, or the method by which the rate or rates will be determined;
o the record dates and payment dates or the method by which record dates
and payment dates will be determined;
o the place or places where the principal of, premium, if any, and
interest on the debt securities will be payable;
o the terms and conditions, if any, on which we may choose to redeem the
debt securities, including the amount of any premium we must pay;
o any obligation we may have to redeem or purchase the debt securities
pursuant to any sinking fund, purchase fund or similar provision, or at
the option of the holder, and the terms and conditions on which the
debt securities may be redeemed or purchased because of that
obligation;
o the denominations in which we may issue the securities, if other than
$1,000 and integral multiples of $1,000;
o the portion of the principal amount of the debt securities that will be
payable if the maturity date is accelerated (if the amount will be
different from the principal amount);
o the currency, currencies or currency units in which we will pay the
principal of and any premium and interest on the debt securities, if
other than U.S. dollars, and the manner of determining the equivalent
in U.S. dollars;
o if either the company or a holder may elect to have payment on the
securities made in a currency other than that in which the securities
are stated to be payable, the time within which and the terms and
conditions on which the company or holder may make the election;
o any index or formula used to determine the amount of principal of or
any premium or interest on the debt securities and the manner of
determining any of these amounts;
o the manner, if any, in which we may discharge our obligation on the
securities by establishing a trust fund to be used for payment of the
securities in full;
o whether we will issue any debt securities in whole or in part in the
form of one or more global securities;
o if we issue global securities, the identity of the depositary for the
global securities and any provisions regarding the transfer, exchange
or legending of any global security (if they are different from those
described below); and
o other material terms of the debt securities.
We may offer and sell debt securities at a substantial discount below their
principal amount. If so, we will describe any applicable special federal income
tax and other considerations, if any, in the relevant prospectus supplement or
term sheet. We may also describe certain special federal income tax or other
considerations, if any, applicable to any debt securities that are denominated
in a currency or currency unit other than U.S. dollars in the relevant
prospectus supplement or term sheet. We will also describe the amount payable on
these securities if our obligation to repay the securities is accelerated for
any reason.
If we decide to issue debt securities in the form of one or more global
securities, then we will register the global securities in the name of the
depositary for the global securities or the nominee of the depositary, and the
trustee will deliver the global securities to the depositary for credit to the
accounts of the holders of beneficial interests in the debt securities. The
prospectus supplement or term sheet will describe the specific terms of the
depositary arrangement for debt securities of a series that are issued in global
form. Neither the company, nor the trustee, any payment agent or the security
registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a global debt security. They will also not be responsible for
maintaining, supervising or reviewing any records relating to these beneficial
ownership interests.
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We will pay any interest due on any debt security to the person in whose
name the debt security is registered at the close of business on the regular
record date for interest. If we fail to pay interest on the relevant due date we
will make payment to anyone who holds the debt security at a future date which
the trustee will choose. The trustee will send notice of the payment to all
those who hold the debt security on a date which the trustee will determine.
That date will be at least 10 days before the payment date.
Registration
The trustee will maintain a register of holders of debt securities and of
transfers of debt securities. You may exchange debt securities or register
transfers of debt securities at the trustee's office. We will not charge a
service fee for the registration, transfer or exchange of debt securities, but
we may require a payment sufficient to cover any tax or other governmental
charge payable in connection with registration, transfer or exchange.
Satisfaction and Discharge of the Indenture
We will have satisfied and discharged the indenture and it will cease to be
in effect (except as to our obligations to compensate, reimburse and indemnify
the trustee pursuant to the indenture and some other obligations) when we
deposit or cause to be deposited with the trustee, in trust, an amount
sufficient to pay and discharge the entire indebtedness on the debt securities
not previously delivered to the trustee for cancellation, for the principal (and
premium, if any) and interest to the date of the deposit (or to the stated
maturity date or earlier redemption date for debt securities that have been
called for redemption).
Remedies
An event of default with respect to debt securities of any series issued
under the indenture is any one of the following events (unless inapplicable to
the particular series, specifically modified or deleted as a term of that series
or otherwise modified or deleted in a supplemental indenture):
o we fail to pay any interest on any debt security of that series when
due, and the failure has continued for 30 days;
o we fail to pay principal of or premium, if any, on any debt security of
that series when due;
o we fail to perform any other covenant in the indenture (other than a
covenant included in the indenture solely for the benefit of a series
of debt securities other than that series), and the failure has
continued for 60 days after we receive written notice as provided in
the indenture;
o events of bankruptcy, insolvency or reorganization; and
o any other event defined as an event of default with respect to debt
securities of a particular series.
If an event of default with respect to any series of debt securities occurs
and is continuing, the trustee or the holders of not less than 25% in principal
amount of the outstanding debt securities of that series may declare the
principal amount (or, if any debt securities of that series are discounted debt
securities, a portion of the principal amount that the terms of the series may
specify) of all debt securities of that series to be immediately due and
payable. Under some circumstances, the holders of a majority in principal amount
of the outstanding debt securities of that series may rescind and annul that
declaration and its consequences. The prospectus supplement or term sheet
relating to any series of debt securities which are discounted debt securities
will specify the particular provisions relating to acceleration of a portion of
the principal amount of the discounted debt securities upon the occurrence of an
event of default and the continuation of the event of default.
Subject to the provisions of the indenture relating to the duties of the
trustee in case an event of default occurs and is continuing, the trustee is not
obligated to exercise any of its rights or powers under the indenture at the
request or direction of any of the holders unless the holders have offered to
the trustee reasonable security or indemnity. Subject to any provisions for
security and indemnification of the trustee and other rights of the trustee, the
holders of a majority
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in principal amount of the outstanding debt securities of any series have the
right to direct the time, method and place of conducting any proceedings for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee with respect to the debt securities of that series.
The holder of any debt security will have an absolute and unconditional
right to receive payment of the principal of and any premium and, subject to
limitations specified in the indenture, interest on a debt security on its
stated maturity date (or, in the case of redemption, on the redemption date) and
to sue to enforce any of these payments.
We must furnish to the trustee an annual statement that to the best of our
knowledge we are not in default in the performance and observance of any terms,
provisions or conditions of the indenture or, if there has been a default,
specifying each default and its status.
The Trustee
The company has appointed U.S. Bank National Association, a national banking
association, to serve as trustee. We or a majority of the holders of the debt
securities may replace the trustee for certain reasons provided in the
indenture. The trustee is to carry out those duties assignable to it under the
indenture. The trustee assumes no responsibility for the nature, contents,
accuracy or completeness of the information set forth in this prospectus or any
relevant prospectus supplement or for the recitals contained in the indenture or
the debt securities issued under the indenture, or for the validity,
sufficiency, or legal effect of any of these documents.
Furthermore, the trustee has no oversight responsibility and is not
accountable for our use or application of any of the debt securities the trustee
authenticates or delivers, or for our use or application of the proceeds of the
debt securities. The trustee has not evaluated the risks, benefits, or propriety
of any investment in the debt securities.
The trustee currently provides trustee services to our subsidiaries in the
ordinary course of business under other indentures. The trustee does not provide
commercial banking services to us or our subsidiaries.
Consolidation, Merger, Conveyance or Transfer
We will not consolidate with or merge into any other corporation, or convey,
transfer or lease all or substantially all of our properties and assets to any
individual or organization, unless:
o the surviving or transferee entity is a corporation organized and
existing under the laws of the United States or any state or the
District of Columbia, and expressly assumes, by a supplemental
indenture, all of the obligations of the company under the indenture
and the securities;
o no event of default and no event which, after notice or lapse of time
or both, exists at the time of the proposed transaction or would occur
as a result of the transaction; and
o the company provides the trustee an Officers' Certificate and an
Opinion of Counsel to the effect that the transaction complies with all
applicable provisions of the indenture.
When our successor assumes our obligations under the indenture and the debt
securities, and when any other conditions required by the indenture are
satisfied, the successor will succeed to and be substituted for us under the
indenture.
Modification; Supplemental Indentures
The indenture provides that the company and the trustee may enter into
supplemental indentures without the consent of any holders for the following
purposes:
o to reflect a merger, transfer of assets or similar transaction and the
assumption of our obligations under the indenture and the securities by
the surviving or transferee entity;
o to add provisions for the benefit of holders of one or more series of
securities;
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o to add additional events of default under the securities;
o to add or change provisions needed to facilitate the issuance of
securities as certificated or global securities;
o to provide collateral as security for repayment of the securities;
o to establish the forms or terms of securities as permitted under the
indenture;
o to reflect appointment of a successor trustee or to facilitate
administration of the indenture by more than one trustee; and
o to cure any ambiguity or inconsistency in the indenture; provided the
change does not adversely affect the interests of holders of the
securities in any material respect.
We and the trustee may modify or amend the terms of the indenture with the
consent of the holders of not less than a majority in aggregate principal amount
of the outstanding debt securities of each affected series and a majority in
aggregate principal amount of the outstanding debt securities of all affected
series. However, without the consent of each holder of all of the outstanding
debt securities affected by that modification, we may not:
o change the date stated on the debt security on which any payment of
principal or interest is stated to be due; reduce the principal amount
or any premium or interest on, any debt security, including in the case
of a discounted debt security, the amount payable upon acceleration of
the maturity thereof; change the place of payment or currency of
payment of principal of, or premium, if any, or interest on, any debt
security; or impair the right to bring suit to enforce any payment on
or with respect to any debt security after the stated maturity (or, in
the case of redemption, on or after the redemption date); or;
o reduce the percentage in principal amount of outstanding debt
securities of any series which must consent in order to effect any
modification or amendment of the indenture, any waiver of compliance
with any provisions of the indenture or any waiver of defaults under
the indenture; or
o modify any provisions relating to holder consent to amendments, except
to increase the percentage of holders required to approve an amendment
or to prohibit any amendment without the approval of all affected
holders.
Covenants
We undertake certain agreements or commitments, including agreements to do
the following:
o punctually make payments on the debt securities;
o maintain one or more offices at which debt securities can be presented
for payment and registration;
o act as, or appoint a third party as, paying agent for one or more
series of the securities;
o hold the trustee harmless from any loss or claim arising out of
activities of the paying agent;
o provide the paying agent with sufficient funds to make required
payments when due under the securities;
o give the trustee written notice of any event of default under the
indenture within 30 days of its occurrence;
o maintain our properties in good condition, subject to ordinary wear and
tear;
o file all required tax returns and pay taxes, assessments and other
governmental charges as they become due and payable; and
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o maintain our corporate existence and all rights and franchises
necessary for the operation of our business.
Unless a prospectus supplement or term sheet provides differently, there are
no provisions which limit our ability to incur debt or which protect holders of
debt securities if we were to engage in a highly leveraged or similar
transaction or in the event of a change in control of the company.
Redemption
The indenture has provisions for redemption of any series of securities
that is redeemable before its stated maturity date. If we elect to redeem a
series, we will give the trustee at least 60 days' notice. If less than all
securities of like tenor are to be redeemed, the trustee shall select the
securities to be redeemed in a manner the trustee deems fair and appropriate.
The company or the trustee must give holders of securities to be redeemed
written notice of certain items required under the indenture, by first class
mail not less than 30 and not more than 60 days before the redemption date.
After notice of redemption is given, the securities selected for redemption
become due and payable, and cease to bear interest, on the redemption date,
except that if the company fails to make the required payment to redeem
securities selected for redemption, those securities shall continue to bear
interest until paid. If securities are redeemed only in part, the company will,
upon surrender of the security and at no charge to the holder, issue to the
holder a like security for the unredeemed portion of the security so
surrendered.
If a series of securities is redeemable, the applicable prospectus
supplement or term sheet will disclose that fact.
If we plan to redeem the debt securities, before the redemption occurs, we
are not required to:
o issue, register the transfer of, or exchange any debt security of that
series during the period beginning 15 days before we mail the notice of
redemption and ending on the day we mail the notice; or
o after we mail the notice of redemption, register the transfer of or
exchange any debt security selected for redemption, except, if we are
only redeeming a part of a debt security, we are required to register
the transfer of or exchange the unredeemed portion of the debt security
if the holder requests.
Sinking Funds
One or more series of the securities may provide for mandatory or optional
sinking fund payments for the retirement of a series of securities. The company
may satisfy sinking fund payment obligations by delivering securities of such
series previously redeemed from the holders and not previously credited toward
sinking fund payment obligations. The company must give the trustee at least 60
days' notice of the portion of a sinking fund payment that is to be satisfied by
payment in cash and the portion that is to be satisfied by delivering and
crediting securities.
Defeasance of Debt Securities
Unless otherwise provided in the prospectus supplement or term sheet for a
series of debt securities, the company may be discharged from any and all
obligations with respect to any debt securities or series of debt securities
(except for certain obligations to register the transfer or exchange of debt
securities, to replace debt securities if stolen, lost or mutilated, to maintain
paying agencies and to hold money for payment in trust) on and after the date
the conditions set forth in the indenture are satisfied. These conditions
include the deposit with the trustee, in trust for this purpose, of money and/or
U.S. government obligations, which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide
money in an amount sufficient to pay the principal of and any premium and
interest on the debt securities on the stated maturity date of these payments or
upon redemption, as the case may be, in accordance with the terms of the
indenture and the debt securities.
The company must deliver to the trustee an opinion of counsel that either
the proposed defeasance qualifies as a reorganization under federal tax law and
the debt securities defeased qualify as securities for the purposes of Section
354 of the Internal Revenue Code, as amended, or the defeasance will not result
in income tax liability to the trustee or the holders of the debt securities
defeased as a result of a deemed exchange under Treasury Regulations Section
1.1001-3 or any successor regulation.
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DESCRIPTION OF PREFERRED STOCK
The following is a summary of the terms of the shares of preferred stock.
Our charter and by-laws contain the full terms of the preferred stock. You
should read these documents carefully to fully understand the terms of the
shares of preferred stock.
Shares Authorized and Shares Outstanding
As of the date of this prospectus, we had 380,000 shares of authorized
preferred stock, of which 139,000 shares designated as 4.4% Series C Preferred
Stock, $25 par value, were issued and outstanding. The remaining 241,000 shares
of our preferred stock are not issued and outstanding as of the date of this
prospectus. However, certain shares have been designated for possible issuance
as Series D as explained below (see "Series D Participating Preferred Stock").
Under Delaware law, we may issue the undesignated shares of preferred stock
from time to time in up to eight series without stockholder approval. Subject to
limitations prescribed by Delaware law and our charter and by-laws, our board of
directors can determine the number of shares constituting each series of
preferred stock and the designation, preferences, voting powers, qualifications,
and special or relative rights or privileges of that series. These may include
provisions as may be desired concerning voting, redemption, dividends,
dissolution, or the distribution of assets, conversion or exchange, and other
subjects or matters as may be fixed by resolution of the board or an authorized
committee of the board. Delaware law provides that any determination that would
have the effect of altering or changing the powers, preferences or special
rights of holders of shares of Series C Preferred Stock may be adopted only with
the approval of holders of a majority of the outstanding Series C shares. The
preferred stock that may be offered by this prospectus will, when issued, be
fully paid and nonassessable and will not have, or be subject to, any preemptive
or similar rights.
If we offer a specific series of preferred stock under this prospectus, we
will describe the terms of the preferred stock in the prospectus supplement or
term sheet for that offering and will file a copy of the document establishing
the terms of the preferred stock with the SEC. The description will include:
o the title, series designation and stated value;
o the number of shares offered, the liquidation preference per share and
the purchase price;
o the dividend rate(s), period(s) and/or payment date(s), or method(s) of
calculation for dividends;
o whether dividends will be cumulative, partially cumulative or
non-cumulative and, if cumulative or partially cumulative, the date
from which the dividends will accumulate;
o the procedures for any auction or remarketing, if any;
o the provisions for a sinking fund, if any;
o the provisions for redemption, if applicable;
o any listing of the preferred stock on any securities exchange or
market;
o whether the preferred stock will be convertible into any series of our
common stock, and, if applicable, the conversion price (or how it will
be calculated);
o voting rights, if any, of the preferred stock;
o whether interests in the preferred stock will be represented by
depositary shares;
o a discussion of any material and/or special U.S. federal income tax
considerations applicable to the preferred stock;
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o the relative ranking and preferences of the preferred stock as to
dividend rights and rights upon liquidation, dissolution or winding up
of our affairs;
o any limitations on issuance of any class or series of preferred stock
ranking senior to or on parity with the series of preferred stock as to
dividend rights and rights upon our liquidation, dissolution or winding
up;
o any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock; and
o any transfer agent for the preferred stock.
Unless we specify otherwise in the applicable prospectus supplement or term
sheet, any future issuance of preferred stock, with respect to dividend rights
and rights upon our liquidation, dissolution or winding up, will rank as
follows:
o senior to all classes or series of our common stock, and to all equity
securities issued by us the terms of which specifically provide that
they rank junior to the preferred stock with respect to those rights;
and
o on a parity with all equity securities we issue that do not rank senior
or junior to the preferred stock with respect to those rights.
As used for these purposes, the term "equity securities" does not include
convertible debt securities.
Global Securities
If we decide to issue preferred stock in the form of one or more global
securities, then we will register the global securities in the name of the
depositary for the global securities or the nominee of the depositary, and the
global securities will be delivered by the trustee to the depositary for credit
to the accounts of the holders of beneficial interests in the global preferred
stock. The prospectus supplement or term sheet will describe the specific terms
of the depositary arrangement for preferred stock of a series that is issued in
global form. The company, the trustee, any payment agent and the security
registrar will have no responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
global preferred stock or for maintaining, supervising or reviewing any records
relating to these beneficial ownership interests.
Series C Preferred Stock
Dividends on the outstanding Series C Preferred Stock are payable quarterly
before any dividends can be paid on common stock. Each share is entitled to 16
votes and is voted along with the common shares, with the right to cumulate
votes at any election of directors (see "Description of Common Stock" below). At
our option, these shares may be wholly or partly redeemed at a redemption price
of $26.75 per share together with accrued dividends. Upon any voluntary
dissolution or liquidation of the company, holders of these shares will be
entitled to receive a liquidation amount of $26.75 per share together with
accrued dividends. Upon any involuntary dissolution or liquidation of the
company the holders of the Series C Preferred Stock will be entitled to receive
$25.00 per share together with accrued dividends. After these payments to the
holders of Series C Preferred Stock and after any payments to holders of any
other series of preferred stock which we may issue in the future, we will
distribute our remaining net assets to holders of the common shares. The number
of shares of the Series C Preferred Stock may be increased or decreased by the
board.
Series D Participating Preferred Stock
In January 1998, the company's board adopted a resolution designating
221,000 shares of preferred stock as Series D Participating Preferred Stock. The
number of shares may be increased or decreased by the board prior to the
issuance of any shares of this series.
No Series D shares have been issued. These shares are related to a
Stockholder Rights Plan and would be issued if the rights were triggered. If
triggered, each right would be converted into the right to purchase one
one-hundredth of a share of the Series D Preferred Stock. Until the rights are
triggered each common share outstanding on and after January
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28, 1998 includes one right, which is evidenced solely by the common stock
certificate. For a description of the rights and the rights agreement, see
"Rights Agreement" below.
Subject to the rights and the holders of any shares of any series of
preferred stock (or any similar stock) ranking prior and superior to the Series
D Preferred Stock with respect to dividends, the holders of shares of Series D
Preferred Stock, in preference to the holders of common stock and of any other
junior stock, will be entitled to receive, as and when declared by the board,
dividends payable in cash on the same date as dividends on the company's Series
C Preferred Stock. Each share of Series D Preferred Stock will receive dividends
(subject to certain adjustments) equal to 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other
than a dividend payable in the company's common stock, declared on the common
stock. We will be required to pay any of these dividends that are accrued and
unpaid, without interest, before we may pay any dividends on common shares.
If we declare or pay any dividend on common stock payable in common stock,
or split, combine or consolidate outstanding common stock (by means other than
by payment of a dividend in common stock) into a greater or lesser number of
shares, then the amount to which Series D Preferred stockholders were entitled
immediately prior to that event will be adjusted. The adjustment would be
determined by multiplying that amount by a fraction, of which the numerator is
the number of common shares outstanding after the event and the denominator is
the number of common shares outstanding prior to the event.
We will then declare a dividend or distribution on the Series D Preferred
Stock immediately after we declare the dividend or distribution on the common
stock (other than a dividend payable in common stock). A similar adjustment in
the voting power of each share of Series D Preferred Stock will be made, which
normally carry 100 votes per share on all matters submitted to a vote of
stockholders, voting along with the common stock unless otherwise provided in
our charter or by law.
If the company is liquidated, dissolved or wound up, no distribution shall
be made to the holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series D Preferred Stock
until the holders of shares of Series D Preferred Stock have received a minimum
of $100.00 per share, plus all accrued and unpaid dividends and distributions on
the Series D Preferred Stock. In any event, the holders of Series D Preferred
Stock will be entitled to receive an amount per share (subject to adjustment as
discussed below) equal to 100 times the amount to be distributed per share to
holders of common stock. Distributions to the holders of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series D Preferred Stock will be made on a pro rata basis with the
Series D Preferred Stock.
If we declare or pay any dividend on the common stock payable in common
stock, subdivide, combine or consolidate common stock (by reclassification or
otherwise than by payment of a dividend in common stock) into a greater or
lesser number of shares, then the aggregate amount to which holders of shares of
Series D Preferred Stock were entitled immediately prior to any of those events
upon liquidation, dissolution or winding up will be adjusted so that the ratio
of liquidation preference due per share of Series D Preferred Stock will be the
same both before and after the event and that these payments will be made prior
to any payments to securities which rank junior to the Series D Preferred Stock.
If we enter into any consolidation, merger, combination or other transaction
in which our common stock is exchanged for or changed into other stock or
securities, cash and/or any other property, each share of Series D Preferred
Stock will have a right to receive 100 times the aggregate consideration to
which each common share is entitled.
Adjustments will be made to the consideration which the Series D Preferred
Stock is entitled to receive in the event we declare or pay any dividend on the
common stock payable in our common stock, or subdivide, combine or consolidate
our common stock (by reclassification or otherwise than by payment of a dividend
in our common stock into a greater or lesser number) so as to prevent dilution.
Some or all of the Series D Preferred Stock may be redeemed at our option on
any dividend payment date at a redemption price per share equal to 100 times the
fair market value of a common share on that date, together with all accrued and
unpaid dividends on the Series D Preferred Stock.
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The Series D Preferred Stock ranks on a parity with the Series C Preferred
Stock with respect to dividends, and junior to all other series of preferred
stock with respect to the distribution of assets.
Our certificate of incorporation may not be amended in any manner which
would materially alter or change the powers, preferences or special rights of
the Series D Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least a majority of the outstanding shares
of Series D Preferred Stock, voting together as a single class, in addition to
any other vote of stockholders required by law.
DESCRIPTION OF COMMON STOCK
Our certificate of incorporation authorizes the issuance of up to 25,000,000
common shares, par value $0.01 per share. There were 15,182,046 shares of the
company's common stock issued and outstanding as of May 5, 2003. As of March 31,
2003, our officers held options covering 154,500 common shares which they had
not yet exercised. The approximate number of stockholders of record of our
common stock as of May 5, 2003 was 4,500. The company's common stock is listed
on the New York Stock Exchange under the symbol "CWT." We will apply to the
Exchange to list any common stock issued under this prospectus and any
supplement or term sheet.
Holders of our common stock are entitled to vote at all elections of
directors and to vote or consent on all questions at the rate of one vote for
each share. The holders of the Series C Preferred Stock vote along with holders
of the common stock. Shareholders may vote cumulatively in the election of
directors. Under cumulative voting, every stockholder entitled to vote may give
one candidate a number of votes equal to the number of directors to be elected
multiplied by the number of shares held. Or, the stockholder may distribute
these votes on the same principle among as many candidates as the stockholder
desires. Because each share of Series C Preferred Stock is entitled to 16 votes,
preferred stockholders may cumulate 16 votes for each share owned times the
number of directors to be elected.
Subject to the rights, privileges, preferences, restrictions and conditions
attaching to any other class or series of shares of the company, holders of
common stock have the right to receive any dividends we declare and pay on our
common stock. They also have the right to receive our remaining assets and funds
upon liquidation, dissolution or winding-up, if any, after we pay to the holders
of the Series C Preferred Stock and the holders of any other series of preferred
stock the amounts they are entitled to, and after we pay all our debts and
liabilities.
Our common stock is subject and subordinate to any rights and preferences
granted under our Certificate of Incorporation and any rights and preferences
which may be granted to any series of preferred stock by our board pursuant to
the authority conferred upon our board under the Certificate of Incorporation.
After all cumulative dividends are declared and paid or set apart on the
Series C Preferred Stock and on any other series of preferred stock which may be
outstanding, the board may declare any additional dividends on our common stock
out of the surplus or net profits as in their discretion may seem proper. During
2002, we paid dividends on the Series C Preferred Stock totaling $153,000.
The common stock issued by this prospectus and any related prospectus
supplement or term sheet will, when issued, be fully paid and nonassessable and
will not have, or be subject to, any preemptive or similar rights.
EquiServe, L.P. is the transfer agent, registrar and dividend paying agent
for our common stock. Its phone number is (800) 736-3001.
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RIGHTS AGREEMENT
Simultaneously with the resolution approving the Series D Preferred Stock,
our board of directors declared a dividend of one preferred share purchase right
for each outstanding share of our common stock. Each right entitles the
registered holder to purchase from us one one-hundredth of a share of the Series
D Preferred Stock at a price of $120.00 per one one-hundredth of a preferred
share, subject to certain adjustments. The description and terms of the rights
are set forth in a Rights Agreement between us and Bank Boston, N.A., as rights
agent, dated as of February 12, 1998 which is on file with the SEC. You should
carefully read the Rights Agreement to understand its terms and conditions.
Initially, the rights will be attached to all certificates representing our
common stock then outstanding, regardless of whether any of these certificates
has a copy of a Summary of Rights attached thereto, and no separate right
certificates will be distributed. The rights will separate from the common stock
and a "Distribution Date" will occur upon the acquisition of 15% or more of our
common stock by a third party or a third party's announcement of a tender or
exchange offer for 15% or more of our common stock. At present we have no 15%
holders of our common stock to our knowledge.
The Rights Agreement provides that, until the Distribution Date, the rights
will be transferred with and only with the company's common stock. Until the
Distribution Date (or earlier redemption or expiration of the rights), new
common share certificates issued after the Record Date upon transfer or new
issuance of common stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the rights), the surrender for transfer of any certificates for
common stock outstanding as of the Record Date will also constitute the transfer
of the rights associated with the common stock represented by that certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the rights will be mailed to holders of record of the common stock as
of the close of business on the Distribution Date and these separate rights
certificates alone will evidence the rights.
The rights are not exercisable until the Distribution Date. The rights will
expire on February 11, 2008, unless earlier redeemed or exchanged by us in each
case as described below. Until a right is exercised, the holder will have no
rights as a stockholder, including, without limitation, the right to vote or to
receive dividends.
The purchase price payable and the number of Preferred Shares or other
securities or property issuable upon exercise of the rights are subject to
adjustment from time to time to prevent dilution from any of the following
events:
(i) a stock dividend on, or a subdivision, combination or
reclassification of the Preferred Shares,
(ii) the grant to holders of the Preferred Shares of certain rights or
warrants to subscribe for Preferred Shares or convertible securities
at less than the current market price of the Preferred Shares, or
(iii) thedistribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends
out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than
those referred to above).
The number of outstanding rights associated with each share of our common
stock is also subject to adjustment in the event of a stock split of the common
stock or a stock dividend on the common stock payable in common stock or any
subdivisions, consolidations or combinations of the common stock if any of these
events occur prior to the Distribution Date.
With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments require an adjustment of at least 1% in
the purchase price. No fractional preferred or common stock will be issued
(other than fractions of Preferred Shares which are integral multiples of one
one-hundredth of a Preferred Share, which may, at our election, be evidenced by
depositary receipts) and in lieu thereof, a payment in cash will be made based
on the market price of the Preferred or common stock on the last trading date
prior to the date of exercise.
In the event that any person or group becomes an Acquiring Person (a
"Trigger Event"), each holder of a right, other than the Acquiring Person (whose
rights will thereafter be void), will thereafter have the right to receive upon
exercise at its then current exercise price that number of shares of common
stock (or, in the event there are insufficient shares
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authorized, substitute consideration such as cash, property or other securities
of the company, such as Preferred Shares) having a market value of two times the
purchase price of the right.
In the event that, after a person or group has become an Acquiring Person,
the company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, each holder of
a right (other than an Acquiring Person, whose rights will become void) will
thereafter have the right to receive, upon the exercise of the right at its then
current exercise price, that number of shares
of common stock of the acquiring person having a market value of two times the
exercise price of the right.
At any time until ten days following a Trigger Event, we may redeem the
rights in whole, but not in part, at a price of $.001 per right. Immediately
upon the action of the board of directors ordering redemption of the rights, the
right to exercise the rights will terminate and the only right of the holders of
rights will be to receive the redemption price.
After the rights are triggered, our board may exchange some or all of the
rights for common or preferred stock at a one-for-one exchange ratio. The board
will not exchange the rights after any Acquiring Person becomes the Beneficial
Owner of 50% or more of our outstanding common stock.
As long as the rights are redeemable, we may amend the rights in any manner.
After the rights are no longer redeemable, we may amend the rights in any manner
that does not adversely affect the interests of holders of the rights.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-hundredth of a Preferred Share
purchasable upon exercise of each right should approximate the value of one
share of our common stock.
The Rights Agreement between the company and the rights agent specifying the
terms of the rights and includes as Exhibit B the form of rights certificate is
incorporated into the registration statement of which this prospectus is a part.
The foregoing description of the rights and the Rights Agreement is qualified in
its entirety by reference to the Rights Agreement.
21
ANTI-TAKEOVER EFFECTS OF OUR CERTIFICATE OF INCORPORATION
AND BYLAWS AND DELAWARE LAW
Our bylaws contain provisions requiring advance written notice of director
nominations or other proposals by stockholders and requiring directors to be
free of certain affiliations with certain of our competitors. Also, we have
adopted severance arrangements with executive officers as part of their
compensation packages. We believe that severance arrangements do not discourage
a takeover attempt, since they merely provide benefits to executives as a result
of a change in control. Also, under our certificate of incorporation,
stockholders may not act by written consent, and all stockholder action must be
taken at a properly called and noticed meeting of stockholders.
The company is subject to Section 203 of the Delaware General Corporation
Law, which provides, with certain exceptions, that a Delaware corporation may
not engage in certain business combinations with a person or affiliate or
associate of such person who is an "interested stockholder" for a period of
three years from the date such person became an interested stockholder unless:
o the transaction resulting in the acquiring person's becoming an
interested stockholder, or the business combination, is approved by the
board of directors of the corporation before the person becomes an
interested stockholder;
o the interested stockholder owned at least 85% of the voting stock of
the corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the voting stock outstanding (but
not the outstanding voting stock owned by the interested stockholder)
those share owned
o by persons who are directors and also officers, and
o employee stock plans in which employee participants do not have the
right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer; or
o on or after the date the person becomes an interested stockholder, the
business combination is approved by the corporation's board of
directors and by the holders of at least 66 2/3% of the corporation's
outstanding voting stock at an annual or special meeting, excluding
shares owned by the interested stockholder.
An "interested stockholder" is defined as any person that is (x) the owner of
15% or more of the outstanding voting stock of the corporation or (y) an
affiliate or associate of the corporation and was the owner of 15% or more of
the outstanding voting stock at any time within the three year period
immediately prior to the date on which it sought to be determined whether such
person is an interested stockholder.
PLAN OF DISTRIBUTION
We may sell the securities through one or more of the following ways:
o directly to purchasers;
o to or through one or more underwriters or dealers; or
o through agents.
A prospectus supplement or term sheet with respect to a particular issuance
of securities will set forth the terms of the offering of those securities,
including the following:
o name or names of any underwriters, dealers or agents;
o the purchase price of the securities and the estimate amount we will
receive;
o underwriting discounts and commissions; and
22
o any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
If we use underwriters in the sale, the underwriters will acquire the
securities for their own account and they may resell them from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Underwriting
syndicates represented by one or more managing underwriters or one or more
independent firms acting as underwriters may offer the securities to the public.
In connection with the sale of securities, we may compensate the underwriters in
the form of underwriting discounts or commissions. The purchasers of the
securities for whom the underwriters may act as agent may also pay them
commissions. Underwriters may sell the securities to or through dealers, and
these dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Unless otherwise set forth in the applicable
prospectus supplement or term sheet, the obligations of any underwriters to
purchase the securities will be subject to conditions precedent, and the
underwriters will be obligated to purchase all of the securities if any are
purchased.
If we use dealers in the sale of the securities, we will sell the securities
to the dealers as principals. The dealers may then resell the securities to the
public at varying prices to be determined by the dealer at the time of resale.
The applicable prospectus supplement or term sheet will name any dealer, who may
be deemed to be an underwriter, as that term is defined in the Securities Act,
involved in the offer or sale of securities, and set forth any commissions or
discounts we grant to the dealer.
If we use agents in the sales of the securities, the agents may solicit
offers to purchase the securities from time to time. Any of these agents, who
may be deemed to be an underwriter, as that term is defined in the Securities
Act, involved in the offer or sale of the securities will be named, and any
commissions payable by us to such agent set forth, in the applicable prospectus
supplement or term sheet. Any agent will be acting on a reasonable efforts basis
for the period of its appointment or, if indicated in the applicable prospectus
supplement or term sheet, on a firm commitment basis.
We may also sell securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act
with respect to resales. The terms of those sales would be described in the
prospectus supplement or term sheet.
If the prospectus supplement or term sheet so indicates, we will authorize
agents, underwriters or dealers to solicit offers to purchase securities from us
at the public offering price set forth in the prospectus supplement or term
sheet pursuant to stock purchase or delayed delivery contracts providing for
payment and delivery on a specified date in the future. The contracts will be
subject only to those conditions set forth in the prospectus supplement or term
sheet, and the prospectus supplement or term sheet will set forth the commission
payable for solicitation of the contracts.
We may engage in at-the-market offerings of our common stock. An "at the
market" offering is an offering of our common stock at other than a fixed price
on or through the facilities of the New York Stock Exchange. Under Rule
415(a)(4) under the Securities Act, the total value of at the market offerings
made under this prospectus may not exceed 10% of the aggregate market value of
our common stock held by persons who are not our affiliates on a date within 60
days prior to filing the registration statement containing this prospectus.
Accordingly, as of the date of this prospectus, we may not sell under this
prospectus more than approximately $36,000,000 of our common stock in
at-the-market offerings. Any underwriter that we engage for an at-the-market
offering will be named in the prospectus supplement. Additional details of our
arrangement with the underwriter, including commissions or fees paid by us and
whether the underwriter is acting as principal or agent, will be described in
the related prospectus supplement or term sheet.
Agents, dealers and underwriters may be entitled under agreements with us to
indemnification against some civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which the agents,
dealers or underwriters may be required to make. Agents, dealers and
underwriters or their affiliates may engage in transactions with, or perform
services for, us or our subsidiaries for customary compensation.
If indicated in the applicable prospectus supplement or term sheet, one or
more firms may offer and sell securities in connection with a remarketing upon
their purchase, in accordance with their terms, acting as principals for their
own accounts or as our agents. Any remarketing firm will be identified and the
terms of its agreement, if any, with us will be
23
described in the applicable prospectus supplement or term sheet. We may be
obligated to indemnify the remarketing firm against some liabilities, including
liabilities under the Securities Act, and the remarketing firm may engage in
transactions with or perform services for us or our subsidiaries for customary
compensation.
Any underwriter may engage in over-allotment, stabilizing and syndicate
short covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934, as amended. Over-allotment involves
sales in excess of the offering size, which creates a short position.
Stabilizing transactions involve bids to purchase the underlying security so
long as the stabilizing bids do not exceed a specified maximum. Syndicate short
covering transactions involve purchases of securities in the open market after
the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim selling concessions from dealers
when the securities originally sold by the dealers are purchased in covering
transactions to cover syndicate short positions. These transactions may cause
the price of the securities sold in an offering to be higher than it would
otherwise be. These transactions, if commenced, may be discontinued by the
underwriters at any time.
Any securities, other than our common stock, will be a new issue of
securities with no established trading market. We cannot assure you that there
will be a market for the securities of any particular security, or that if a
market does develop, that it will continue to provide holders of those
securities with liquidity for their investment or will continue for the duration
the securities are outstanding.
The prospectus supplement or term sheet relating to each offering will set
forth the anticipated date of delivery of the securities.
LEGAL MATTERS
Bingham McCutchen LLP, San Francisco, California will issue a legal opinion
for us with respect to the validity of the securities. Certain legal matters
will be passed upon for the underwriters by Chapman and Cutler, Chicago,
Illinois.
EXPERTS
The consolidated financial statements and schedule of California Water
Service Group as of December 31, 2002 and 2001 and for each of the years in the
three-year period ended December 31, 2002, have been incorporated by reference
herein and in the registration statement in reliance upon the reports of KPMG
LLP, independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
The company has filed with the SEC a registration statement on Form S-3 with
respect to the securities to be offered by this prospectus and any prospectus
supplement or term sheet. This prospectus omits certain of the information
contained in the registration statement and its exhibits. This prospectus
discusses material provisions of the form of indenture we propose to enter into
with U.S Bank National Association as trustee for debt securities to be sold
under this prospectus and any prospectus supplement or term sheet. Because the
prospectus may not contain all the information that you may find important, you
should review the full text of the indenture and other documents we have
incorporated by reference into the registration statement.
The registration statement, including exhibits thereto, may be inspected at
the Public Reference facility maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The
registration statement and other information filed with the Commission are
available at the web site maintained by the Commission on the world wide web at
http://www.sec.gov. Investors may access our SEC filings through the company's
website at http://www.calwater.com.
The SEC allows us to "incorporate by reference" information that we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below:
24
1) Our Annual Report on Form 10-K for the fiscal year ended December 31,
2002;
2) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;
3) The description of our common stock set forth in the registration
statement on Form 8-A under Section 12(b) of the Exchange Act filed
March 18, 1994 and any future amendment or report filed for the purpose
of updating that description; and
4) The description of our Preferred Stock Purchase Rights in the
registration statement on Form 8-A under Section 12(b) of the Exchange
Act filed February 13, 1998 and any future amendment or report filed
for the purpose of updating that description.
All documents we file with the Commission after the date of this prospectus
under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and before we
file a post-effective amendment which reports that all securities offered in
this prospectus have been sold, or to deregister all unsold securities, are also
incorporated by reference and will be part of this prospectus from the dates we
file each of those documents.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
California Water Service Group
1720 North First Street
San Jose, CA 95112-4598
Attn: Investor Relations
Phone: (408) 367-8200
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement or term sheet. We have not
authorized anyone to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any supplement or
term sheet is accurate as of any date other than the date on the front of these
documents.
We maintain a website on the World Wide Web at http://www.calwater.com where
certain additional information about us may be found. We undertake no obligation
to update the information found on our website. The information on the website
is not a part of this prospectus of any prospectus supplement or term sheet, or
of the registration statement, but is referenced and maintained as a convenience
to investors.
25
[CALIFORNIA WATER SERVICE GROUP LOGO]
26
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the offering of the entire $120,000,000 of
securities will be borne by the registrant and are estimated as follows:
SEC registration fee......................... $ 9,708
Rating agency fees........................... $ 60,000
Trustee's fees and expenses.................. $ 40,000
Accountant's fees and expenses............... $ 650,000
Legal fees and expenses...................... $ 940,000
Printing costs............................... $ 90,000
Blue Sky fees and expenses................... $ 5,000
Miscellaneous expenses....................... $ 205,292
-------------
Total....................................... $ 2,000,000
=============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The company 's Certificate of Incorporation provides that the liability of our
directors, both to the company and to its stockholders, for monetary damages,
including liability for breach of fiduciary duty, shall be eliminated to the
fullest extent permissible under Delaware law. The Certificate also provides
that the company shall indemnify any person who is or was a party or is
threatened to be made a party to any proceeding by reason of the fact that that
person is or was an agent of the company, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law. The company also maintains
officers and director's liability insurance.
ITEM 16. EXHIBITS
See Exhibit Index immediately following the signature page hereof.
ITEM 17. UNDERTAKINGS
(a) We hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by us pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
27
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
this registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) We hereby undertake to provide to the underwriter at the closing
specified in the underwriting agreements, certificates in such denominations and
registered in such names as required by the underwriter to permit prompt
delivery to each purchaser.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the provisions referred to in Item 15 hereof, or otherwise, we have been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(e) We hereby undertake that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(f) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
Subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on June 6, 2003.
CALIFORNIA WATER SERVICE GROUP
By: /s/ Peter C. Nelson*
--------------------------------------------
Peter C. Nelson
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act, this amendment to
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Peter C. Nelson* President and Chief Executive June 6, 2003
- ------------------------------------ Officer (Principal Executive
Peter C. Nelson Officer) and Director
/s/ Richard D. Nye Vice President, Chief Financial June 6, 2003
- ------------------------------------ Officer and Treasurer (Principal
Richard D. Nye Financial Officer)
/s/ Robert W. Foy Director, June 6, 2003
- ------------------------------------ Chairman of the Board of Directors
Robert W. Foy
/s/ Calvin L. Breed Controller June 6, 2003
- ------------------------------------ (Principal Accounting Officer)
Calvin L. Breed
/s/ Douglas M. Brown* Director June 6, 2003
- ------------------------------------
Douglas M. Brown
/s/ Edward D. Harris, Jr., M.D.* Director June 6, 2003
- ------------------------------------
Edward D. Harris, Jr., M.D.
/s/ Richard P. Magnuson* Director June 6, 2003
- ------------------------------------
Richard P. Magnuson
/s/ Linda R. Meier* Director June 6, 2003
- ------------------------------------
Linda R. Meier
/s/ George A. Vera* Director June 6, 2003
- ------------------------------------
George A. Vera
*By /s/ Peter C. Nelson Individually and as Attorney-in-Fact June 6, 2003
---------------------------------
Peter C. Nelson
Attorney in Fact
29
EXHIBIT INDEX
1 Underwriting Agreement between California Water Service Group and
Edward D. Jones & Co., L.P.*
3.1 Certificate of Incorporation of California Water Service Group
(incorporated by reference to Exhibit A of the Registrant's Proxy
Statement dated March 18, 1999**)
3.2 Restated By-laws of California Water Service Group as amended on
January 26, 2000 (incorporated by reference to Exhibit 3-2 to Form 8-K
dated January 26, 2000**)
4. Form of Indenture for Debt Securities between California Water Service
Group and U.S. Bank National Association as Trustee (previously filed)
5.1 Opinion of Bingham McCutchen LLP ***
12.1 Computation of Ratios of Earnings to Fixed Charges for each of the five
years ended December 31, 2002 and for the twelve-month period ended
March 31, 2003***
12.2 Computation of Ratios of Earnings to Fixed Charges and Preferred Stock
Dividends for each of the five years ended December 31, 2002 and for
the twelve-month period ended March 31, 2003***
23.1 Consent of Bingham McCutchen LLP (included in their opinion in Exhibit
5.1)
23.2 Consent of KPMG LLP as independent auditors***
24 Power of attorney of certain officers and directors of California Water
Service Group (included in signature page of the original registration
statement)
25 Statement of Eligibility of Trustee on Form T-1 (previously filed)
- -----------
* To be filed as an exhibit to a Current Report on Form 8-K.
** File No. 1-13883.
*** Filed herewith.
30