e424b2
Filed Pursuant to Rule 424(b)(2)
Registration
No. 333-136844
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 27, 2006)
California Water Service Group
2,000,000 Shares of Common Stock
We are selling 2,000,000 shares of our common stock. Our
common stock is listed on the New York Stock Exchange under the
symbol CWT. On October 5, 2006, the last
reported sale price of our common stock on the New York Stock
Exchange was $37.57 per share.
Investing in our common stock involves risks. See Risk
Factors beginning on page 3 of the accompanying
prospectus for a description of various risks you should
consider in evaluating an investment in the shares.
|
|
|
|
|
|
|
|
|
|
|
Per Share | |
|
Total | |
|
|
| |
|
| |
Public offering price
|
|
$ |
36.750 |
|
|
$ |
73,500,000 |
|
|
Underwriting discount
|
|
$ |
1.378 |
|
|
$ |
2,756,000 |
|
|
Proceeds, before expenses, to us
|
|
$ |
35.372 |
|
|
$ |
70,744,000 |
|
The underwriters have a
30-day option to
purchase up to 300,000 additional shares of common stock
from us on the same terms set forth above to cover
over-allotments, if any.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
|
|
Robert W. Baird & Co. |
A.G. Edwards |
|
|
|
Edward Jones |
J.J.B. Hilliard, W.L. Lyons, Inc. |
Stifel Nicolaus |
October 6, 2006
Table of
Contents
|
|
|
|
|
|
|
Page |
|
|
|
|
|
|
|
Prospectus
Supplement
|
|
|
|
|
|
|
|
|
|
|
|
S-i |
|
|
|
|
|
|
|
|
S-ii |
|
|
|
|
|
|
|
|
S-1 |
|
|
|
|
|
|
|
|
S-2 |
|
|
|
|
|
|
|
|
S-3 |
|
|
|
|
|
|
|
|
S-3 |
|
|
|
|
|
|
|
|
S-4 |
|
|
|
|
|
|
|
|
S-5 |
|
|
|
|
|
|
|
|
S-7 |
|
|
|
|
|
Prospectus
|
|
|
|
|
|
|
|
|
|
|
|
i |
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
21 |
|
|
|
|
|
|
|
|
22 |
|
|
|
|
|
|
|
|
23 |
|
|
|
|
|
|
|
|
23 |
|
|
|
|
|
|
|
|
23 |
|
About This Prospectus
Supplement
This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this offering.
The second part, the accompanying prospectus, gives more general
information, some of which may not apply to this offering. You
should read this prospectus supplement along with the
accompanying prospectus, as well as additional information
described under Where You Can Find More Information
before investing in our common stock. These documents contain
information you should consider when making your investment
decision. You should rely only on the information contained or
incorporated by reference into this prospectus supplement or the
accompanying prospectus. We have not, and the underwriters have
not, authorized any other person to provide you with different
or additional information. If anyone provides you with
different, additional or inconsistent information, you should
not rely on it.
We are not, and the underwriters are not, making an offer to
sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information in
this prospectus supplement and the accompanying prospectus is
accurate only as of their respective dates, or in the case of
the documents incorporated by reference, the date of such
documents regardless of the time of delivery of this prospectus
supplement and the accompanying prospectus or any sales of our
common stock. Our business, financial condition, results of
operations and prospects may have changed since those dates.
References in this prospectus supplement to we,
us and our refer to California Water
Service Group and its consolidated subsidiaries, unless the
context indicates another meaning.
Information contained on our Web site is not a part of this
prospectus supplement.
S-i
Forward-Looking
Statements
This prospectus supplement, the accompanying prospectus and the
documents we have incorporated by reference contain
forward-looking statements within the meaning of the federal
securities laws. 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 in this prospectus supplement, the
accompanying prospectus and in the documents we incorporate by
reference are based on currently available information,
expectations, estimates, assumptions and projections, and our
managements beliefs, assumptions, judgments and
expectations about us, the water utility industry and general
economic conditions. These statements are not statements of
historical fact. When used in our documents, statements that are
not historical in nature, including words like
expects, intends, plans,
believes, may, estimates,
assumes, anticipates,
projects, predicts,
forecasts, should, seeks, 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, but are not limited to:
|
|
|
|
|
governmental and regulatory commissions decisions,
including decisions on proper disposition of property; |
|
|
changes in regulatory commissions policies and procedures; |
|
|
the timeliness of regulatory commissions actions
concerning rate relief; |
|
|
new legislation; |
|
|
changes in accounting valuations and estimates; |
|
|
the ability to satisfy requirements related to the
Sarbanes-Oxley Act and other regulations on internal controls; |
|
|
electric power interruptions; |
|
|
increases in suppliers prices and the availability of
supplies including water and power; |
|
|
fluctuations in interest rates; |
|
|
changes in environmental compliance and water quality
requirements; |
|
|
acquisitions and the ability to successfully integrate acquired
companies; |
|
|
the ability to successfully implement business plans; |
|
|
changes in customer water use patterns; |
|
|
the impact of weather on water sales and operating results; |
|
|
changes in the capital markets and access to sufficient capital
on satisfactory terms; |
|
|
civil disturbances or terrorist threats or acts, or apprehension
about the possible future occurrences of acts of this type; |
|
|
the involvement of the United States in war or other hostilities; |
|
|
our ability to attract and retain qualified employees; |
|
|
labor relations matters as we negotiate with the unions; |
|
|
restrictive covenants in or changes to the credit ratings on
current or future debt that could increase financing costs or
affect the ability to borrow, make payments on debt, or pay
dividends; and |
|
|
the risks set forth in Risk Factors included in the
accompanying prospectus and in the documents we incorporate by
reference. |
In light of these risks, uncertainties and assumptions, you are
cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this prospectus
supplement or as of the date of any document incorporated by
reference in this prospectus supplement, as applicable. When
considering forward-looking statements, you should keep in mind
the cautionary statements in this prospectus supplement, the
accompanying prospectus and the documents incorporated by
reference. We are not under any obligation, and we expressly
disclaim any obligation, to update or alter any forward-looking
statements, whether as a result of new information, future
events or otherwise.
S-ii
Summary
This summary highlights information contained elsewhere or
incorporated by reference in this prospectus supplement. Because
this is a summary, it is not complete and does not contain all
of the information that may be important to you. For a more
complete understanding of us and this offering of our common
stock, we encourage you to read this prospectus supplement and
the accompanying prospectus in their entirety, as well as
additional information described under Where You Can Find
More Information.
California Water Service Group
California Water Service Group is a holding company primarily
for regulated water utilities in California, Washington, New
Mexico and Hawaii. Our principal business is the production,
purchase, storage, purification, distribution and sale of water
for domestic, industrial, public and irrigation uses, and for
fire protection. The rates that our regulated subsidiaries
charge water customers are subject to the jurisdiction of the
regulatory commission in the states in which we operate. We also
serve a small number of non-regulated customers through a
wholly-owned operating subsidiary.
California Water Service Company, our subsidiary in California,
is the largest of our operating companies, representing
approximately 95% of our regulated customers as of June 30,
2006. We supply water service to approximately 458,000 customers
in 75 California communities through 26 separate water systems
or districts.
Our regulated water utility operations in Washington state are
conducted by our subsidiary Washington Water Service Company and
comprised 3% or our total customers as of June 30, 2006. We
provide domestic water and wastewater service to approximately
15,300 customers in the Tacoma and Olympia areas.
Our regulated water utility operations in New Mexico and Hawaii
are conducted by our subsidiaries in those states and accounted
for less than 2% of our total customers as of June 30,
2006. We provide service to approximately 6,700 customers in New
Mexico and 500 customers in Hawaii.
Our non-regulated activities are primarily conducted through our
subsidiary, CWS Utility Services. We do not track the number of
customers for these non-regulated operations, except for
operations in California in the City of Hawthorne and City of
Commerce. In those two cities, we operate the water systems
under lease agreements and the rates we charge are not subject
to review by the California Public Utilities Commission.
Our principal executive office is located at 1720 North First
Street, San Jose, California 95112, and our telephone
number is 408-367-8200. We maintain a website at
www.calwatergroup.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 supplement, the accompanying
prospectus or the registration statement, but is referenced and
maintained as a convenience to investors.
S-1
The Offering
|
|
|
Issuer |
|
California Water Service Group |
|
Common stock offered |
|
2,000,000 shares (plus up to 300,000 additional shares that
may be issued by us upon exercise of the underwriters
over-allotment option). |
|
Common stock outstanding after the
offering(1) |
|
20,406,963 shares. If the underwriters exercise their
over-allotment option in full, we will issue an additional
300,000 shares, which will result in 20,706,963 shares
outstanding. |
|
Current indicated annual dividend per
share(2) |
|
$1.15 (see Market Price, Dividends and Dividend
Policy included elsewhere in this prospectus supplement). |
|
NYSE symbol |
|
CWT |
|
|
(1) |
The number of shares of our common stock outstanding after the
offering set forth above is based on 18,406,963 shares of
common stock outstanding as of October 5, 2006 and includes
the shares to be sold by us in this offering. The number of
shares outstanding after the offering excludes
90,500 shares issuable upon exercise of options outstanding
on October 5, 2006 and 40,000 shares of common stock
reserved for issuance under our Equity Incentive Plan. |
|
|
(2) |
Based upon the third quarter of 2006 dividend rate of
$0.2875 per share annualized. Future dividends, if any, may
be declared and paid at the discretion of our board of directors
and will depend on our future earnings, financial condition and
other factors. |
S-2
Use of
Proceeds
We will receive approximately $70,242,950 in net proceeds from
the sale of the common stock we are offering pursuant to this
prospectus supplement, after deducting an aggregate of
approximately $2,756,000 in underwriting discounts and
commissions and $501,050 in estimated offering expenses. If the
underwriters over-allotment option is exercised in full,
we estimate that our net proceeds will be approximately
$80,854,550.
The principal purpose of this offering is to make capital
expenditures to enhance our general operations. We intend to add
the net proceeds from the sale of the common stock to our
general funds to be used for general corporate purposes, such as
investing in our subsidiaries, increasing our working capital,
making capital expenditures, acquiring assets and taking
advantage of other business opportunities.
Recent
Developments
During the first six months of 2006 some of our service
territories in California experienced significantly above
average precipitation and cooler temperatures than is average
during the first six months of a year in those service
territories. In contrast, during the fourth quarter of 2005, our
service territories in California experienced hotter and drier
weather than average. Increased precipitation and cooler
temperatures result in a decrease in demand for water and
adversely affect our revenues, while decreased precipitation and
warmer temperatures result in an increase in demand for water
and positively affect our revenues. We can give you no assurance
that the weather in a future period will be comparable to prior
periods. Consequently, year-over-year comparisons of our results
in any given quarter may not be meaningful if the weather
patterns in one year differed significantly from the weather
patterns in the year to which such quarter is being compared.
For more information about the risks we face from variable
weather please see Risk Factors Risks Related
to Our Business Operations Demand for our water
is subject to various factors and is affected by seasonal
fluctuations on page 5 of the accompanying
prospectus.
S-3
Market Price, Dividends
and Dividend Policy
Our common stock is listed on the New York Stock Exchange under
the symbol CWT. The following table sets forth the
high and low closing sale prices on the New York Stock Exchange
and the cash dividends declared on the common stock for the
periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
High | |
|
Low | |
|
Dividends | |
|
|
| |
|
| |
|
| |
2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$ |
29.99 |
|
|
$ |
27.25 |
|
|
$ |
0.2825 |
|
|
|
|
|
|
Second Quarter
|
|
|
30.15 |
|
|
|
26.60 |
|
|
|
0.2825 |
|
|
|
|
|
|
Third Quarter
|
|
|
29.45 |
|
|
|
26.19 |
|
|
|
0.2825 |
|
|
|
|
|
|
Fourth Quarter
|
|
|
37.70 |
|
|
|
28.20 |
|
|
|
0.2825 |
|
|
|
|
|
2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$ |
36.76 |
|
|
$ |
32.12 |
|
|
$ |
0.2850 |
|
|
|
|
|
|
Second Quarter
|
|
|
38.12 |
|
|
|
32.85 |
|
|
|
0.2850 |
|
|
|
|
|
|
Third Quarter
|
|
|
41.90 |
|
|
|
36.93 |
|
|
|
0.2850 |
|
|
|
|
|
|
Fourth Quarter
|
|
|
41.09 |
|
|
|
32.64 |
|
|
|
0.2850 |
|
|
|
|
|
2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$ |
45.05 |
|
|
$ |
38.51 |
|
|
$ |
0.2875 |
|
|
|
|
|
|
Second Quarter
|
|
|
45.36 |
|
|
|
33.72 |
|
|
|
0.2875 |
|
|
|
|
|
|
Third Quarter
|
|
|
38.60 |
|
|
|
33.83 |
|
|
|
0.2875 |
|
On October 5, 2006, the last reported closing price of our
common stock on the New York Stock Exchange was $37.57 per share
and on September 7, 2006 we had approximately 3,010 holders
of record of our common stock.
Dividend Policy
We have consistently paid a cash dividend on our common stock on
a quarterly basis. Each quarter, our board of directors
considers the declaration of a dividend.
After all cumulative dividends are declared and paid or set
aside on our Series C preferred stock and on any other
series of preferred stock which may be outstanding in the
future, our board of directors may declare any additional
dividends on our common stock. We can make dividend payments
only from our surplus (the excess, if any, of our net assets
over total paid-in capital) or if there is no surplus, the net
profits for the current fiscal year or the fiscal year before
which the dividend is declared. In addition, we can pay cash
dividends only if after paying those dividends we would be able
to pay our liabilities as they become due. Owners of our common
stock cannot force us to pay dividends and dividends will only
be paid if and when declared by our board of directors.
We cannot assure you that we will pay a dividend at any time in
the future or that we will raise the level of dividends in the
future. Our board of directors can elect at any time, and for an
indefinite duration, not to declare dividends on our common
stock. Future dividends will depend on our future earnings,
financial condition and other factors, including whether we
receive dividends from our operating subsidiaries. Our
subsidiaries are separate and distinct legal entities and
generally have no obligation to provide us with funds for
dividends. Moreover, our subsidiaries are obligated to give
first priority to their own capital requirements and to maintain
a capital structure consistent with that determined to be
reasonable by the relevant commissions in their most recent
decisions on capital structure in order that ratepayers not be
adversely affected by the holding company structure.
Furthermore, our right to receive cash or other assets upon the
liquidation or reorganization of a subsidiary is generally
subject to the prior claims of creditors of that subsidiary. If
we are unable to obtain funds from our subsidiaries in a timely
manner we may be unable to pay dividends.
S-4
Plan of
Distribution
We have entered into an underwriting agreement with the
underwriters named below with respect to the shares of common
stock to be offered pursuant to this prospectus supplement.
Subject to the terms and conditions contained in the
underwriting agreement, we have agreed to sell and each
underwriter has severally agreed to purchase from us the number
of shares of our common stock set forth opposite its name in the
following table:
|
|
|
|
|
|
|
|
Number | |
Underwriter |
|
of Shares | |
|
|
| |
Robert W. Baird & Co. Incorporated
|
|
|
830,000 |
|
|
|
|
|
A.G. Edwards & Sons, Inc.
|
|
|
780,000 |
|
|
|
|
|
Edward D. Jones & Co., L.P.
|
|
|
130,000 |
|
|
|
|
|
J.J.B. Hilliard, W.L. Lyons, Inc.
|
|
|
130,000 |
|
|
|
|
|
Stifel, Nicolaus & Company, Incorporated
|
|
|
130,000 |
|
|
|
|
|
|
Total
|
|
|
2,000,000 |
|
The underwriters obligations are several, which means that
each underwriter is required to purchase a specific number of
shares of our common stock, but it is not responsible for the
commitment of any other underwriter. The underwriting agreement
provides that each of the underwriters several obligations
to purchase shares of our common stock depend upon the
satisfaction of the conditions contained in the underwriting
agreement, including:
|
|
|
|
|
the representations and warranties made by us to the
underwriters are true and our agreements have been performed; |
|
|
|
there is no material adverse change in the financial
markets; and |
|
|
|
we deliver customary closing documents to the underwriters. |
The underwriters are obligated to purchase and pay for all the
shares of our common stock offered pursuant to this prospectus
supplement, if any such shares are purchased. However, the
underwriters are not obligated to take or pay for the shares of
our common stock covered by the underwriters
over-allotment option described below, unless and until this
option is exercised.
Over-Allotment Option
We have granted to the underwriters a
30-day option to
purchase on a pro rata basis up to 300,000 additional
shares of our common stock at the public offering price less the
underwriting discounts and commissions.
We will be obligated to sell these shares of common stock to the
underwriters to the extent the over-allotment option is
exercised. The underwriters may exercise this option only to
cover over-allotments made in connection with the sale of the
common stock offered by this prospectus supplement.
Discounts and Commissions
The underwriters propose to offer the shares of our common stock
initially at the public offering price on the cover page of this
prospectus supplement and to selling group members at such price
less a selling concession of up to $0.825 per share. The
underwriters and selling group members may allow a discount of
$0.10 per share on sales to other broker/dealers. After the
public offering, the underwriters may change the public offering
price, concession and discount to broker/dealers.
As used in this section:
|
|
|
|
|
Underwriters are securities broker/dealers that are parties to
the underwriting agreement and have a contractual commitment to
purchase shares of our common stock from us; |
|
|
|
Selling group members are securities broker/dealers to whom the
underwriters may sell shares of our common stock at the public
offering price less the selling concession above, but who do not
have a contractual commitment to purchase shares from us; |
S-5
|
|
|
|
|
Broker/dealers are firms registered under applicable securities
laws to sell securities to the public; and |
|
|
|
The syndicate consists of the underwriters and the selling group
members. |
The following table summarizes the compensation to be paid to
the underwriters:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total | |
|
|
|
|
| |
|
|
|
|
Without Over- | |
|
With Over- | |
|
|
Per Share | |
|
Allotment | |
|
Allotment | |
|
|
| |
|
| |
|
| |
Public Offering Price
|
|
$ |
36.750 |
|
|
$ |
73,500,000 |
|
|
$ |
84,525,000 |
|
|
|
|
|
|
|
|
|
|
|
Underwriting Discounts and Commissions payable by us
|
|
|
1.378 |
|
|
|
2,756,000 |
|
|
|
3,169,400 |
|
|
|
|
|
|
|
|
|
|
|
Proceeds to Us
|
|
$ |
35.372 |
|
|
$ |
70,744,000 |
|
|
$ |
81,355,600 |
|
The underwriting fee will be an amount equal to the offering
price per share to the public of the common stock, less the
amount paid by the underwriters to us per share of common stock.
The underwriters compensation was determined through
arms length negotiations between us and the underwriters.
We estimate the expenses payable by us in connection with this
offering, other than the underwriting discounts and commissions
referred to above, will be approximately $501,050. Estimated
expenses include the U.S. Securities and Exchange
Commission filing fees, New York Stock Exchange listing fees,
printing, legal, accounting and transfer agent and registrar
fees, and other miscellaneous fees and expenses.
Lock-Up Arrangement
Our directors and key officers have agreed not to
(1) offer, sell, transfer, pledge, contract to sell, sell
any option or contract to purchase, purchase any option or
contract to sell, grant any option, to right or warrant to
purchase, lend or otherwise transfer or dispose, (2) enter
into any swap or similar arrangement, or (3) file with the
SEC a registration statement under the Securities Act of 1933,
as amended, relating to any additional shares of our common
stock or securities convertible into or exchangeable or
exercisable for any shares of our common stock without the prior
written consent of Robert W. Baird & Co. Incorporated
for a period of 90 days after the date of this prospectus
supplement.
These restrictions will not apply to:
|
|
|
|
|
the grant of options to purchase our common stock or the sale of
shares of common stock to our employees pursuant to our written
stock option plans and/or written employee stock purchase plans
in existence as of the date of this prospectus supplement; |
|
|
|
issuance of shares of our common stock upon the exercise of an
option or warrant or the conversion of a security outstanding on
the date of this prospectus supplement; |
|
|
|
transactions relating to shares of our common stock acquired by
such persons in open market transactions following completion of
this offering; |
|
|
|
transfers by our directors and key officers by gift, will or
intestacy so long as the transferee agrees not to make further
transfers of the shares during the
90-day period; and |
|
|
|
issuance of shares of common stock in full or partial
consideration for any future acquisitions or strategic
investments. |
The 90-day period may
be extended under certain circumstances when we announce
earnings or material news or a material event during the last
17 days of the
90-day period, or if
prior to the expiration of the
90-day period we
announce that we will release earnings within the
16-day period after the
last day of the 90-day
period.
Indemnity
We have agreed to indemnify the underwriters against certain
liabilities under the Securities Act or to contribute to
payments that the underwriters may be required to make in that
respect.
S-6
Our Relationship with the Underwriters
Some of the underwriters and their affiliates have provided, and
may provide in the future, advisory and investment banking
services to us, for which they have received and would receive
customary compensation. With the exception of Robert W.
Baird & Co., each of the underwriters has acted as
an underwriter in our prior public offerings. In addition,
A.G. Edwards advised us on our acquisition of Dominguez
Services Corporation in 2000.
Stabilization
The underwriters may engage in over-allotment transactions,
stabilizing transactions and syndicate covering transactions in
accordance with Regulation M under the Securities Exchange
Act of 1934, as amended.
|
|
|
|
|
Over-allotment involves sales by the underwriters of shares in
excess of the number of shares the underwriters are obligated to
purchase, which creates a syndicate short position. |
|
|
|
Stabilizing transactions permit bids to purchase shares of our
common stock so long as the stabilizing bids do not exceed a
specified maximum. |
|
|
|
Syndicate covering transactions involve purchases of our common
stock in the open market after the distribution has been
completed to cover syndicate short positions. |
These stabilizing transactions and syndicate covering
transactions may cause the price of our common stock to be
higher than the price that might otherwise exist in the open
market. Neither we nor the underwriters makes any representation
or prediction as to the effect that the transactions described
above may have on the price of our common stock. These
transactions may be effected on the New York Stock Exchange or
otherwise and, if commenced, may be discontinued at any time.
Legal Matters
Certain legal matters will be passed upon for the underwriters
by Michael Best & Friedrich LLP, Milwaukee, Wisconsin.
S-7
PROSPECTUS
California Water Service Group
1720 North First Street
San Jose, CA 95112
408-367-8200
$150,000,000
Preferred Stock and Common Stock
We plan to offer to the public from time to time:
|
|
|
|
|
our preferred stock; and
|
|
|
|
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 describing the terms of the specific
securities offered, including the offering price. You should
read both this prospectus and any prospectus supplement,
together with the additional information described under the
heading Where You Can Find More Information
beginning on page 23 of this prospectus, before you make
your investment decision.
Investing in these securities involves risks. See Risk
Factors beginning on page 3 of this prospectus.
We will sell the securities to underwriters or dealers, through
agents, or directly to investors.
Neither the Securities and Exchange Commission 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.
The date of this prospectus is September 27, 2006.
Table of
Contents
|
|
|
|
|
|
|
|
|
|
|
|
i |
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
21 |
|
|
|
|
|
|
|
|
22 |
|
|
|
|
|
|
|
|
23 |
|
|
|
|
|
|
|
|
23 |
|
|
|
|
|
|
|
|
23 |
|
About This
Prospectus
This document is called a prospectus and is part of certain
registration statements that we have filed with the Securities
and Exchange Commission (the SEC) using a
shelf registration or continuous offering process.
Under this shelf process, we may, from time to time, sell any
combination of the various securities described in the
registration statements, this prospectus or in any prospectus
supplement, in one or more offerings that will aggregate up to a
total dollar amount of $150 million. In August 2003 we sold
common stock to the public in an amount of $45,937,500 and in
June 2004 we sold $38,414,325 of shares of common stock
registered pursuant to a registration statement on
From S-3
(No. 333-103721).
As of the date of the date of this prospectus, the amount of
securities remaining for sale under that registration statement
is approximately $35.6 million.
Unless the context otherwise requires, throughout this
prospectus, the terms we, us and
our refer to California Water Service Group, and
each of our wholly-owned subsidiaries.
This prospectus provides you with a general description of the
securities we may offer. Each time we sell such securities, we
will provide a prospectus supplement containing specific
information about the terms of the securities being offered.
That prospectus supplement may include a discussion of specific
risk factors or other special considerations applicable to those
securities. The prospectus supplement may also add, update or
change information in this prospectus. If there is any
inconsistency between the information in this prospectus and any
prospectus supplement, you should rely on the information in
that prospectus supplement. You should read both this prospectus
and any prospectus supplement together with the additional
information described under the heading Where You Can Find
More Information.
The registration statement containing this prospectus, including
the exhibits to the registration statement, provides additional
information about us and the securities offered under this
prospectus. The registration statement, including the exhibits,
can be obtained from the SEC website or from the SEC offices
referenced under the heading Where You Can Find More
Information.
You should rely only on the information incorporated by
reference or provided in this prospectus and the prospectus
supplement. We have not authorized anyone to provide you with
different information. We are not making or soliciting an offer
of these securities in any jurisdiction in which the offer or
solicitation is not authorized or in which the person making the
offer or solicitation is not qualified to do so or to anyone to
whom it is unlawful to make the offer or solicitation. You
should not assume that the information in this prospectus or the
prospectus supplement is accurate as of any date other than the
date as of which such information is given.
i
California Water
Service Group
We are a holding company and our business is carried on through
five wholly-owned operating subsidiaries, each of which is a
regulated public utility except where indicated below:
|
|
|
|
|
California Water Service Company; |
|
|
|
Washington Water Service Company; |
|
|
|
New Mexico Water Service Company; |
|
|
|
Hawaii Water Service Company, Inc.; and |
|
|
|
CWS Utility Services, a non-regulated operating subsidiary. |
Our four regulated public utility subsidiaries assets and
operating revenues comprise substantially all of our
consolidated assets and all of our utility revenues. Our primary
business is the production, purchase, storage, purification,
distribution and sale of water for domestic, industrial, public
and irrigation uses, and for fire protection. The majority of
our assets consist of land, buildings, wells, tanks, pipes and
equipment necessary for water operations.
The rates that our regulated subsidiaries charge water customers
are subject to the jurisdiction of the regulatory commissions 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
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
invested capital.
California Operations
California Water Service Company is the largest of our operating
companies, representing 95% of our regulated customers and 95%
of our consolidated operating revenue for the six months ended
June 30, 2006. We supply water service to approximately
458,000 customers in 75 California communities through 26
separate water systems or districts.
Of the 26 water districts, 24 districts are regulated systems
and are subject to regulation by the California Public Utilities
Commission. The other two districts, the City of Hawthorne and
the City of Commerce, are non-regulated because they are not
subject to regulation by the California Public Utilities
Commission. Rates for the systems in the City of Hawthorne and
City of Commerce are established in accordance with negotiated
operating agreements and are subject to ratification by the city
councils in the City of Hawthorne and the City of Commerce.
Washington Operations
Our regulated water utility operations in Washington state are
conducted by our subsidiary Washington Water Service Company and
comprised 3% of our total customers and 2% of our consolidated
operating revenue for the six months ended June 30, 2006.
We provide domestic water service to approximately 15,300
customers in the Tacoma and Olympia areas.
New Mexico Operations
Our regulated water utility operations in New Mexico are
conducted by our subsidiary New Mexico Water Service Company and
accounted for 1% of our total customers and 1% of our
consolidated operating revenues for the six months ended
June 30, 2006. We provide service to approximately 6,700
water and wastewater customers in the Belen, Los Lunas and
Elephant Butte areas of New Mexico.
Hawaii Operations
Our regulated water utility operations in Hawaii are conducted
by our subsidiary Hawaii Water Service Company and accounted for
less than 1% of our total customers and 1.2% of our consolidated
operating revenues for the six months ended June 30, 2006.
We provide water utility services to approximately 500 customers
in Maui, including several large resorts and condominium
complexes.
Non-Regulated Operations
In addition to the non-regulated services we provide for the
City of Hawthorne and the City of Commerce described above, we
also provide non-regulated water-related services under
agreements with other municipalities and private
1
companies. Our non-regulated services include full water system
operations, leasing communication antenna sites, billing and
meter-reading services, and real estate sales of non-utility
properties.
Most of our non-regulated operations are conducted by our
subsidiary CWS Utility Services, however, certain of our
regulated subsidiaries also carry on some non-regulated
operations.
Our non-regulated activities, excluding gains on sale of
non-utility property, comprised 10% of our total net income for
the six months ended June 30, 2006. We do not track the
number of customers for these non-regulated operations, except
for customers in the City of Hawthorne and the City of Commerce.
Income and expenses from non-regulated operations are reported
under Other income and expenses, net on our income
statement.
2
Risk Factors
Readers and prospective investors in our securities should
carefully consider the following risk factors as well as the
other information contained or incorporated by reference in this
prospectus or any prospectus supplement.
The risks and uncertainties described below are not the only
ones facing us. Additional risks and uncertainties that
management is not aware of or focused on or that management
currently deems immaterial may also impair our business
operations. This prospectus is qualified in its entirety by
these risk factors.
If any of the following risks actually occur, our financial
condition and results of operations could be materially and
adversely affected. If this were to happen, the value of our
securities could decline significantly, and you could lose all
or part of your investment.
Risks Related to Our Regulatory Environment
|
|
|
Our business is heavily
regulated by state and federal regulatory agencies and our
financial viability depends upon our ability to recover costs
from our customers through rates that must be approved by state
public utility commissions. |
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 we charge
our water customers are subject to the jurisdiction of the
regulatory commissions 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 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 invested capital.
Our revenues and consequently our ability to meet our financial
objectives are dependent upon the rates we are authorized to
charge our customers by the commissions and our ability to
recover our costs in these rates. Our management uses forecasts,
models and estimates in order to set rates that will provide a
fair and reasonable return on our invested capital. While our
rates must be approved by the commissions, no assurance can be
given that our forecasts, models and estimates will be correct
or that the commissions will agree with our forecasts, models
and estimates. If our rates are set too low, our revenues may be
insufficient to cover our operating expenses, capital
expenditure requirements and desired dividend levels.
We periodically file rate increase applications with the
commissions. The ensuing administrative and hearing process may
be lengthy and costly. The decisions of the commissions are
beyond our control and 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 rate increase decisions are delayed, our earnings may be
adversely affected.
|
|
|
Our evaluation of the
probability of recovery of regulatory assets is subject to
adjustment by regulatory agencies and any such adjustment could
adversely affect our results of operations. |
Regulatory decisions may also impact prospective revenues and
earnings, affect the timing of the recognition of revenues and
expenses and may overturn past decisions used in determining our
revenues and expenses. Our management continually evaluates the
anticipated recovery of regulatory assets, liabilities, and
revenues subject to refund and provides for allowances and/or
reserves as deemed necessary. Under Financial Accounting
Standard SFAS No. 71 (Accounting for the Effects of
Certain Types of Regulation), we can defer certain costs if we
believe we will be allowed to recover those costs by future rate
increases. If a commission determined that a portion of our
assets were not recoverable in customer rates, we may suffer an
asset impairment which would require a write down in such
assets valuation.
If our assessment as to the probability of recovery through the
ratemaking process is incorrect, the associated regulatory asset
or liability would be adjusted to reflect the change in our
assessment or any regulatory disallowances. A change in our
evaluation of the probability of recovery of regulatory assets
or a regulatory disallowance of all or a portion of our cost
could have a material adverse effect on our financial results.
3
|
|
|
Regulatory agencies may
disagree with our valuation and characterization of certain of
our assets. |
If we determine that assets are no longer used or useful for
utility operations, we may remove them from our rate base and
subsequently sell those assets. If the commission disagrees with
our characterization, we could be subjected to penalties.
Furthermore, there is a risk that the commission could determine
that appreciation in property value should be awarded to the
ratepayers rather than our stockholders.
|
|
|
Changes in laws, rules and
policies of regulatory agencies can significantly affect our
business. |
Regulatory agencies may change their rules and policies for
various reasons, including as a result of changes in the local
political environment. In some states, regulators are elected by
popular vote or are appointed by elected officials, and the
results of elections may change the rules and policies of an
agency. As a result of the political process, long-established
rules and policies of an agency can change dramatically. For
example, in 2001 regulation regarding recovery of increases in
electrical rates changed in California. For over 20 years
prior to 2001, the California Public Utilities Commission
allowed recovery of electric rate increases under its operating
rules. However, in 2003, the California Public Utilities
Commission reinstated its policy to allow utilities to adjust
their rates for rate changes by the power companies. The
original decision by the commission to change its policy, as
well as its subsequent decision to reinstate that policy,
affected our business.
We rely on policies and regulations promulgated by the various
state commissions in order to recover capital expenditures,
maintain favorable treatment on gains from the sale of real
property, offset certain production and operating costs, recover
the cost of debt, maintain an optimal equity structure without
over-leveraging, and have financial and operational flexibility
to engage in non-regulated operations. If any of the commissions
with jurisdiction over us implement policies and regulations
that do not allow us to accomplish some or all of the items
listed above, our future operating results may be adversely
affected.
In addition, legislatures may repeal, relax or tighten existing
laws, or enact new laws that impact the regulatory agencies with
jurisdiction over our business or affect our business directly.
If changes in existing laws or the implementation of new laws
limit our ability to accomplish some or all of our business
objectives, our future operating results may be adversely
affected.
|
|
|
We expect environmental
regulation to increase, resulting in higher operating costs in
the future. |
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. The Environmental Protection Agency
promulgates numerous nationally applicable standards, including
maximum contaminant levels (MCLs) for drinking water. We believe
we are currently in compliance with all of the MCLs promulgated
to date but we can give no assurance that we will continue to
comply with all water quality requirements. If we violate any
federal or state regulations or laws governing health and
safety, 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 increase our operating
costs. For example, we have assigned a high priority to
completing work necessary to comply with new Environmental
Protection Agency requirements concerning security of water
facilities, which actions have increased our costs. Although we
would likely seek permission to recover these costs through rate
increases, we can give 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.
4
|
|
|
We are party to a toxic
contamination lawsuit which could result in our paying damages
not covered by insurance. |
In 1995, the State of Californias Department of Toxic
Substances Control (DTSC) named us as a potential
responsible party for cleanup of a toxic contamination plume in
the Chico groundwater. The toxic spill occurred when cleaning
solvents, which were discharged into the citys sewer
system by local dry cleaners, leaked into the underground water
supply. The DTSC contends that our responsibility stems from our
operation of wells in the surrounding vicinity that caused the
contamination plume to spread. While we are cooperating with the
clean up, we deny any responsibility for the contamination or
the resulting cleanup.
In December 2002, we were named along with other defendants in
two lawsuits filed by DTSC for the cleanup of the plume. The
suits assert that the defendants are jointly and severally
liable for the estimated cleanup of $8.7 million. The
parties have undertaken settlement negotiations. If the parties
finalize a written settlement agreement, it must then be
approved by the court. In connection with these suits, our
insurance carrier has filed a separate lawsuit against us for
reimbursement of past defense costs which approximate
$1 million. We believe that the insurance carrier clearly
has a duty to defend and is not entitled to any defense cost
reimbursement. Furthermore, we believe that insurance coverage
exists for this claim. Consequently, we have filed a number of
pre-trial motions to dismiss the lawsuit. However, if our claim
is ultimately found to be excludable under insurance policies,
we may have to pay damages. We can give no assurance that we
will be able to recover amounts paid for damages through rate
increases.
The number of environmental and product-related lawsuits against
other water utilities have increased in frequency in recent
years. If we are subject to additional environmental or
product-related lawsuit, we might incur significant legal costs
and it is uncertain whether we would be able to recover the
legal costs from ratepayers or other third parties. In addition,
if current California law regarding California Public Utilities
Commissions preemptive jurisdiction over regulated public
utilities for claims about compliance with California Department
of Health Services and United States Environmental Protection
Agency water quality standards changes, our legal exposure may
be significantly increased.
Risks Related to Our Business Operations
|
|
|
Demand for our water is
subject to various factors and is affected by seasonal
fluctuations. |
Demand for our water during the warmer, dry months is generally
greater than during cooler or rainy months due primarily to
additional requirements for water in connection with irrigation
systems, swimming pools, cooling systems and other outside water
use. Throughout the year, and particularly during typically
warmer months, demand will vary with temperature and rainfall
levels. If temperatures during the typically warmer months are
cooler than normal, or if there is more rainfall than normal,
the demand for our water may decrease and adversely affect our
revenues.
In addition, governmental restrictions on water usage during
drought conditions may result in a decreased demand for our
water, even if our water reserves are sufficient to serve our
customers during these drought conditions. However, during the
drought of the late 1980s and early 1990s the
California Public Utilities Commission beginning in 1992 allowed
us to surcharge our customers to collect lost revenues caused by
customers conservation during the drought. Regardless of
whether we may surcharge our customers during a conservation
period, they may use less water even after a drought has passed
because of conservation patterns developed during the drought.
Furthermore, our customers may wish to use recycled water as a
substitute for potable water. If rights are granted to others to
serve our customers recycled water, there will likely be a
decrease in demand for our water. Any decreases in demand for
our water will likely adversely affect our revenues and earnings.
Because the demand for water varies by season, our revenues may
vary greatly from quarter to quarter, even though our fixed
costs and expenses will not. Therefore, the results of
operations for one period may not indicate results to be
expected in another period.
|
|
|
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. |
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, many of which
are partially or completely beyond our control, including:
|
|
|
|
|
the amount of rainfall; |
|
|
|
the amount of water stored in reservoirs; |
5
|
|
|
|
|
underground water supply from which well water is pumped; |
|
|
|
changes in the amount of water used by our customers; |
|
|
|
water quality; |
|
|
|
legal limitations on water use such as rationing restrictions
during a drought; and |
|
|
|
population growth. |
We purchase our water supply from various governmental agencies
and others. Water supply availability may be affected by weather
conditions, funding and other political and environmental
considerations. In addition, our ability to use surface water is
subject to regulations regarding water quality and volume
limitations. If new regulations are imposed or existing
regulations are changed or given new interpretations, the
availability of surface water may be materially reduced. A
reduction in surface water could result in the need to procure
more costly water from other sources, thereby increasing our
water production costs and adversely affecting our operating
results.
We have entered into long-term agreements, which commit us to
payments whether or not we purchase any water. Therefore, if
demand is insufficient to use our required purchases we would
have to pay for water we did not receive.
From time to time, we enter into water supply contracts with
third parties and our business is dependent upon such agreements
in order to meet regional demand. For example, we have entered
into a water supply contract with the San Francisco Public
Utilities Commission which we rely upon. We can give no
assurance that the San Francisco Public Utilities
Commission, or any of the other parties from whom we purchase
water, will renew our contracts upon expiration, or that we will
not be subject to significant price increases under any such
renewed contracts.
The parties from whom we purchase water maintain significant
infrastructure and systems to deliver water to us. Maintenance
of these facilities is beyond our control. If these facilities
are not adequately maintained or if these parties otherwise
default on their obligations to supply water to us, we may not
have adequate water supplies to meet our customers needs.
If we are unable to access adequate water supplies we may be
unable to satisfy all customer demand which could result in
rationing and would have an adverse effect on our earnings and
financial condition. We can make no guarantee that we will
always have access to an adequate supply of water that will meet
all required quality standards. Water shortages may affect us in
a variety of ways. For example, shortages could:
|
|
|
|
|
adversely affect our supply mix by causing us to rely on more
expensive purchased water; |
|
|
|
adversely affect operating costs; |
|
|
|
increase the risk of contamination to our systems due to our
inability to maintain sufficient pressure; and |
|
|
|
increase capital expenditures for building pipelines to connect
to alternative sources of supply, new wells to replace those
that are no longer in service or are otherwise inadequate to
meet the needs of our customers and reservoirs and other
facilities to conserve or reclaim water. |
We may or may not be able to recover increased operating and
construction costs on a timely basis, or at all, for our
regulated systems through the ratemaking process.
|
|
|
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 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 we
deliver to our customers is pumped from wells or received from a
surface supply with the remainder purchased from wholesale
suppliers. Water purchased from suppliers usually costs us more
than surface supplied or well pumped water. During 2005, the
cost of purchased water for delivery to customers represented
33.5% of our total operating costs and in 2004 it represented
34.9% of our total operating costs.
Wholesale water suppliers may increase their prices for water
delivered to us based on factors that affect their operating
costs. 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. If we are not allowed to recover the higher
6
costs, our cash flows and our capital resources and liquidity
can be negatively affected. Also, our profit margins may be
adversely affected, unless the commissions allow us to seek
reimbursement of those costs from our customers.
Depending on the degree of heat and lack of rain, we may have to
purchase higher-cost water to meet customer demand. In such
circumstances, we may be unable to increase our rates in line
with the cost of our purchased water. Therefore, while our
revenues may increase, we may experience lower profit margins
during periods of peak demand.
|
|
|
If our water is, or is
perceived to be, contaminated we may have a disruption in our
services, significant reduction in demand for our water and be
subject to litigation, which could adversely affect our
business, operating results and financial
condition. |
Our water supplies are subject to contamination from a number of
sources, including:
|
|
|
|
|
the development of naturally-occurring compounds; |
|
|
|
chemicals in groundwater systems; |
|
|
|
pollution resulting from man-made sources, such as MTBE; |
|
|
|
sea water intrusion; |
|
|
|
lack of pressure in our system; and |
|
|
|
possible terrorist attacks or other similar purposeful acts. |
If our water supplies become contaminated as a result of a
terrorist attack or other purposeful act, we would likely have a
disruption in our services. Furthermore, even if our water has
not been contaminated, if our customers believe that it may have
been, there will likely be a significant reduction in demand for
our water. In light of the threats to the nations health
and security ensuing in the wake of the September 11, 2001,
we have taken steps to increase security measures at our
facilities and heighten employee awareness of threats to our
water supply. We have also tightened our security measures
regarding the delivery and handling of certain chemicals used in
our business. We have and will continue to bear increased costs
for security precautions to protect our facilities, operations
and supplies. These costs may be significant. Despite these
tightened security measures, we may not be in a position to
control the outcome of terrorist events should they occur.
If our water supply is contaminated for any reason, we may have
to interrupt the use of that water supply until we are able to
substitute the flow of water from an uncontaminated water
source. In addition, we may incur significant costs in order to
treat the contaminated source through expansion of our current
treatment facilities, or development of new treatment methods.
If we are unable to substitute water supply from an
uncontaminated water source, or to adequately treat the
contaminated water source in a cost-effective manner, there may
be an adverse effect on our revenues, operating results and
financial condition. The costs we incur to decontaminate a water
source or an underground water system could be significant and
could adversely affect our business, operating results and
financial condition and may not be recoverable in rates.
Although we can give no assurance, we may be able to recover
certain of these costs from third parties that may be
responsible, or potentially responsible, for groundwater
contamination.
We could also be held liable for consequences arising out of
human exposure to hazardous substances in our water supplies or
other environmental damage. For example, private plaintiffs have
the right to bring personal injury or other toxic tort claims
arising from the presence of hazardous substances in our
drinking water supplies. Our insurance policies may not be
sufficient to cover the costs of these claims.
|
|
|
The effects of natural
disasters or pandemics may impact our ability to deliver water
and increase our costs of operations. |
We operate in areas that are prone to earthquakes, fires,
mudslides and other natural disasters. A significant seismic
event in California, where our operations are concentrated, or
other natural disaster in California could adversely impact our
ability to deliver water and adversely affect our costs of
operations. A major disaster could damage or destroy substantial
capital assets. The California Public Utilities Commission has
historically allowed utilities to establish a catastrophic event
memorandum account as another possible mechanism to recover
costs.
We depend upon our skilled and trained work force to ensure
water delivery. Were a pandemic to occur, we can give no
assurance that we would be able to maintain sufficient manpower
to ensure uninterrupted service in all of the districts that we
serve.
7
We operate a dam. If the dam were to fail for any reason, we
would lose a water supply and flooding likely would occur.
Whether or not we were responsible for the dams failure,
we could be sued. We can give no assurance that we would be able
to successfully defend such a suit.
|
|
|
We depend upon an adequate
supply of electricity and certain chemicals for the delivery of
our water. An interruption in the supply of these inputs or
increases in their prices could adversely affect our results of
operations. |
We rely on purchased electrical power in order to operate the
wells and pumps which are needed to supply water to our
customers. We have
back-up power
generators to operate a number of our wells and pumps in
emergencies, but an extended interruption in power supply could
impact our ability to continue to supply water. In the past,
California has been subjected to rolling power blackouts due to
insufficient power supplies. We can give no assurance that we
will not be subject to power blackouts in the future. In
addition, we require sufficient supplies of certain chemicals in
order to treat the water which we supply. There are multiple
suppliers of these chemicals, but if we were to suffer an
interruption of supply we might not be able to adequately treat
our water.
Purchased power expense represents electricity purchased to
operate the wells and pumps. Purchased power is a significant
operating expense. During 2005, purchased power expense
represented 7.9% of our total operating costs and in 2004 it
represented 8.5% of our total operating costs. These costs,
which are beyond our control, can and do increase unpredictably.
These costs can also increase in substantial amounts, as
occurred in California during 2001 when rates we paid for
electricity increased 48%. Cash flows between general rate case
filings and our earnings maybe adversely affected unless and
until the commission authorizes a rate change. We are allowed to
track the expense differences caused by the rate change and
request future recovery which is subject to an earnings test.
|
|
|
Our operations are
geographically concentrated in California and this lack of
diversification may negatively impact our
operations. |
Although we own facilities in a number of states, over 95% of
operations are located in California. As a result, we are
largely subject to weather, political, water supply, labor,
utility cost, regulatory and economic risks affecting California.
We are also affected by the real property market in California.
In order to grow our business, we may need to acquire additional
real estate or rights to use real property owned by third
parties, the cost of which tends to be higher in California
relative to other states. The value of our assets in California
may decline if there is a decline in the California real estate
market which results in a significant decrease in real property
values.
|
|
|
We retain certain risks
not covered by our insurance policies. |
We evaluate our risks and insurance coverage annually. Our
evaluation considers the costs, risks and benefits of retaining
versus insuring various risks as well as the availability of
certain types of insurance coverage. In addition, portions of
our business are difficult or impracticable to insure.
Furthermore, we are also affected by increases in prices for
insurance coverage; in particular, we have been, and will
continue to be, affected by rising health insurance costs.
Retained risks are associated with deductible limits, partial
self-insurance programs and insurance policy coverage ceilings.
If we suffer an uninsured loss, we may be unable to pass all, or
any portion, of the loss on to customers because our rates are
regulated by regulatory commissions. Consequently, uninsured
losses may negatively affect our financial condition, liquidity
and results of operations. There can be no assurance that we
will not face uninsured losses pertaining to the risks we have
retained.
|
|
|
We rely on our information
technology and a number of complex business systems that could
malfunction and result in negative impacts on our profitability
and cash flow. |
Our business is dependent on several complex business systems,
certain of which are owned by third parties. The business
systems must function reliably in order for us to operate
effectively. Among other things, system malfunctions and
security breaches could prevent us from operating or monitoring
our facilities, billing accurately and timely analyzing
financial results. Our profitability and cash flow could be
affected negatively in the event these systems do not operate
effectively or are circumvented.
|
|
|
Our ability to generate
new operating contracts is affected by local
politics. |
Our revenue growth depends upon our ability to generate new as
well as to renew operating contracts with cities, other agencies
and municipal utility districts. Because we are selling our
services in a political environment, we are subject to
8
changing trends and municipal preferences. Recent terrorist acts
have affected some political viewpoints relative to outsourcing
of water or wastewater utility services. Municipalities own and
municipal employees operate the majority of water and wastewater
systems. A significant portion of our marketing and sales
efforts is spent demonstrating the benefits of contract
operations to elected officials and municipal authorities. The
existing political environment means that decisions are based on
many factors, not just economic factors.
In July 2003, we negotiated an operating agreement with the City
of Commerce to lease and operate its water system. At this time,
the lease has not been formally executed by the parties. Both
parties are in agreement with substantially all terms and are
operating as if the agreement was executed. However, if for
example, new politicians are elected in the City of Commerce,
the newly elected politicians may no longer comply with the
terms of the unexecuted agreement. Because the agreement was
never formally executed, a court may limit its enforceability.
|
|
|
Our operating cost and
costs of providing services may rise faster than our
revenues. |
Our ability to increase rates over time is dependent upon
approval of such rate increases by state commissions, which may
be inclined, for political or other reasons, to limit rate
increases. However, our costs are subject to market conditions
and other factors, which may increase significantly. The second
largest component of our operating costs after water production
is made up of salaries and wages. These costs are affected by
the local supply and demand for qualified labor. Other large
components of our costs are general insurance, workers
compensation insurance, employee benefits and health insurance
costs. These costs may increase disproportionately to rate
increases authorized by state commissions and may have a
material adverse effect on our future results of operations.
|
|
|
We have a number of
large-volume commercial and industrial customers and a
significant decrease in consumption by one or more of these
customers could have an adverse effect on our operating results
and cash flows. |
Our revenues will decrease, and such decrease may be material,
if a significant business or industrial customer terminates or
materially reduces its use of our water. Approximately
$71,203 million, or 22% of our 2005 water utility revenues
was derived from business and industrial customers. If any of
our large business or industrial customers reduces or ceases its
consumption of our water, we may seek commission approval to
increase the rates of our remaining customers to offset
decreased revenues. There can be no assurance, however, that the
commission would approve such a rate relief request, and even if
it did approve such a request, it would not apply retroactively
to the date of the reduction in consumption. The delay between
such date and the effective date of the rate relief may be
significant and could adversely affect our operating results and
cash flows.
|
|
|
Our non-regulated business
operates in a competitive market. |
While a majority of our business is regulated, our non-regulated
business participates in a competitive market. We compete with
several larger companies whose size, financial resources,
customer base and technical expertise may restrict our ability
to compete successfully for certain operations and maintenance
contracts. Due to the nature of our contract operations
business, and to the very competitive nature of the market, we
must accurately estimate the cost and profitability of each
project while, at the same time, maintaining prices at a level
low enough to compete with other companies. Our inability to
achieve this balance could adversely impact our results of
operations.
|
|
|
Municipalities, water
districts and other public agencies may condemn our property by
eminent domain action. |
State statutes allow municipalities, water districts and other
public agencies to own and operate water systems. These agencies
are empowered to condemn properties already operated by
privately owned public utilities. However, whenever a public
agency constructs facilities to extend a utility system into the
service area of a privately owned public utility, such an act
constitutes the taking of property and requires reimbursement to
the utility for its loss. If a public agency were to acquire our
utility property by eminent domain action, we would be entitled
to just compensation for our loss but we would no longer have
access to the condemned property nor would we be entitled to any
portion of revenue generated from the use of such asset going
forward.
9
|
|
|
Wastewater operations
entail significant risks. |
While wastewater collection and treatment is not presently a
major component of our revenues, wastewater collection and
treatment involve many risks associated with damage to the
surrounding environment. If collection or treatment systems fail
or do not operate properly, untreated or partially treated
wastewater could discharge onto property or into nearby streams
and rivers, causing property damage or injury to aquatic life,
or even human life. Liabilities resulting from such damage could
materially and adversely affect our results of operations and
financial condition.
Risks Related to our Corporate Structure
|
|
|
Our business requires
significant capital expenditures that are dependent on our
ability to secure appropriate funding. If we are unable to
obtain sufficient capital or if the rates at which we borrow
increase, there would be a negative impact on our results of
operations. |
The water utility business is capital-intensive. We invest
significant funds to add or replace property, plant and
equipment. In addition, 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. In addition, we require
capital to grow our business through acquisitions. We fund our
capital requirements from cash received from operations and
funds received from developers. We seek to meet our long-term
capital needs by raising equity through common or preferred
stock issues or issuing debt obligations. We also borrow funds
from banks under short-term bank lending arrangements. We can
give no assurance that these sources will continue to be
adequate or that the cost of funds will remain at levels
permitting us to earn a reasonable rate of return. In the event
we are unable to obtain sufficient capital, our expansion
efforts could be curtailed, which may affect our growth and may
affect our future results of operations.
Our ability to access the capital markets is effected by the
ratings of certain of our debt securities. Moodys Investor
Services, Inc. and Standard & Poors Ratings
Services issue ratings on California Water Service
Companys ability to repay certain 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, Moodys and Standard &
Poors did lower the ratings on California Water Service
Companys first mortgage bonds. In 2003, Moodys
placed its rating on California Water Service Companys
first mortgage bonds on review for possible downgrade. In
February 2004, Moodys issued a report lowering California
Water Service Companys senior secured debt from A1 to A2
and noted the rating as stable. In November 2003,
Standard & Poors issued a report keeping its
rating of A+, but changed its outlook from stable to negative.
Moodys Investor Services, Inc. and Standard &
Poors Ratings Services cited concerns about the lack of
timely rate relief from the California Public Utilities
Commission and the projected capital expenditure requirements
for water infrastructure and environmental compliance needs.
Moodys also issued a report about the water industry,
citing the difficulties small operators face in financing needed
capital expenditures and delays in commission rulings as two
main concerns. Lower ratings by the agencies could restrict our
ability to access equity and debt capital. We can give no
assurance that the rating agencies will maintain ratings which
allow us to borrow under advantageous conditions and at
reasonable interest rates. A future downgrade by the agencies
could also increase our cost of capital by causing potential
investors to require a higher interest rate due to a perceived
risk related to our ability to repay outstanding debt
obligations.
While the majority of our debt is long term at fixed rates, we
do have interest rate exposure in our short-term borrowings
which have variable interest rates. We are also subject to
interest rate risks on new financings. However, if interest
rates were to increase on a long-term basis, our management
believes that customer rates would increase accordingly, subject
to approval by the appropriate commission. We can give no
assurance that the commission will approve such an increase in
customer rates.
We are obligated to comply with specified debt covenants under
certain of our loan and debt agreements. Failure to maintain
compliance with these covenants could limit future borrowing,
and we could face increased borrowing costs, litigation,
acceleration of maturity schedules and cross default issues.
Such actions by our creditors could have a material adverse
effect on our results of operations.
|
|
|
We are a holding company
that depends on cash flow from our subsidiaries to meet our
obligations and to pay dividends on our preferred stock and
common stock. |
As a holding company, we conduct substantially all of our
operations through our subsidiaries and our only significant
assets are investments in those subsidiaries. More than 95% of
our revenues are derived from the operations of California Water
Service Company. As a result, we are dependent on cash flow from
our subsidiaries, and California Water Service Company in
particular, to meet our obligations and to pay dividends on our
common stock.
10
We can make dividend payments only from our surplus (the excess,
if any, of our net assets over total paid-in capital) or if
there is no surplus, the net profits for the current fiscal year
or the fiscal year before which the dividend is declared. In
addition, we can pay cash dividends only if after paying those
dividends we would be able to pay our liabilities as they become
due. Owners of our capital stock cannot force us to pay
dividends and dividends will only be paid if and when declared
by our board of directors. Our board of directors can elect at
any time, and for an indefinite duration, not to declare
dividends on our capital stock.
Our subsidiaries are separate and distinct legal entities and
generally have no obligation to pay any amounts due on
California Water Service Groups debt or to provide
California Water Service Group with funds for dividends.
Moreover, our subsidiaries are obligated to give first priority
to their own capital requirements and to maintain a capital
structure consistent with that determined to be reasonable by
the relevant commissions in their most recent decisions on
capital structure in order that ratepayers not be adversely
affected by the holding company structure. Furthermore, our
right to receive cash or other assets upon the liquidation or
reorganization of a subsidiary is generally subject to the prior
claims of creditors of that subsidiary. If we are unable to
obtain funds from our subsidiaries in a timely manner we may be
unable to meet our obligations or pay dividends.
|
|
|
Provisions in our rights
agreement might prevent or delay a change of
control. |
In January 1998, our board of directors declared a dividend of
one preferred share purchase right for each outstanding share of
our common stock pursuant to a rights agreement between us and
Bank of America, N.A., successor to Bank Boston, N.A., as rights
agent, dated as of February 12, 1998. The rights agreement
could make it more difficult to proceed with and tend to
discourage a merger, tender offer, exchange offer or proxy
contest.
|
|
|
Work stoppages and other
labor relations matters could adversely affect our operating
results. |
At December 31, 2005, approximately 560 of our 844 total
employees were union employees. In December 2005 and January
2006, we negotiated two-year agreements with the employee unions
and in October 2006, we plan to negotiate wages for 2007.
We believe our labor relations are good, but in light of rising
costs for healthcare and pensions, contract negotiations in the
future may be difficult. We are subject to a risk of work
stoppages and other labor relations matters as we negotiate with
the unions to address these issues, which could affect our
results of operations and financial condition. We can give no
assurance that issues with our labor forces will be resolved
favorably to us in the future or that we will not experience
work stoppages.
Other Risks
|
|
|
An important element of
our growth strategy is the acquisition of water and wastewater
systems, including pursuant to operating agreements. Risks
associated with potential acquisitions, divestitures or
restructurings may adversely affect us. |
We may seek to acquire or invest in other companies,
technologies, services or products that complement our business.
The execution of our growth strategy may expose us to different
risks than those associated with our utility operations. We can
give no assurance that we will succeed in finding attractive
acquisition candidates or investments, or that we would be able
to reach mutually agreeable terms with such parties. In
addition, as consolidation becomes more prevalent in the water
and wastewater industries, the prices for suitable acquisition
candidates may increase to unacceptable levels and limit our
ability to grow through acquisitions. If we are unable to find
acquisition candidates or investments, our ability to grow may
be limited.
Acquisition and investment transactions may result in the
issuance of our 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 one or more of the
following:
|
|
|
|
|
problems integrating the acquired operations, personnel,
technologies or products with our existing businesses and
products; |
|
|
|
diversion of management time and attention from our core
business to the acquired business; |
11
|
|
|
|
|
failure to retain key technical, management, sales and other
personnel of the acquired business; |
|
|
|
difficulty in retaining relationships with suppliers and
customers of the acquired business; and |
|
|
|
difficulty in getting required regulatory approvals. |
In addition, the businesses and other assets we acquire may not
achieve the sales and profitability expected. The occurrence of
one or more 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.
|
|
|
We may not be able to
increase or sustain our recent growth rate, and we may not be
able to manage our future growth effectively. |
We may be unable to continue to expand our business or manage
future growth. To successfully manage our growth and handle the
responsibilities of being a public company, we believe we must
effectively:
|
|
|
|
|
hire, train, integrate and manage additional qualified engineers
for research and development activities, sales and marketing
personnel, and financial and information technology personnel; |
|
|
|
retain key management and augment our management team; |
|
|
|
implement and improve additional and existing administrative,
financial and operations systems, procedures and controls; |
|
|
|
expand and upgrade our technological capabilities; and |
|
|
|
manage multiple relationships with our customers, regulators,
suppliers and other third parties. |
If we are unable to manage our growth effectively, we may not be
able to take advantage of market opportunities, satisfy customer
requirements, execute our business plan or respond to
competitive pressures.
|
|
|
Demand for our stock may
fluctuate due to circumstances beyond our control. |
We believe that stockholders invest in public utility stocks, in
part, because they seek reliable dividend payments. If there is
an over-supply of stock of public utilities in the market
relative to demand by such investors, the trading price of our
securities could decrease. Additionally, if interest rates rise
above the dividend yield offered by our equity securities,
demand for our stock, and consequently its market price, may
also decrease.
|
|
|
We depend significantly on
the services of the members of our management team, and the
departure of any of those persons could cause our operating
results to suffer. |
Our success depends significantly on the continued individual
and collective contributions of our management team. The loss of
the services of any member of our management team could have a
material adverse effect on our business as our management team
have knowledge of our industry and customers and would be
difficult to replace.
|
|
|
The accuracy of our
judgments and estimates about financial and accounting matters
will impact our operating results and financial
condition. |
We make certain estimates and judgments in preparing our
financial statements regarding, among others:
|
|
|
|
|
the useful life of intangible rights; |
|
|
|
the number of years to depreciate certain assets; |
|
|
|
amounts to set aside for uncollectible accounts receivable,
inventory obsolesces and uninsured losses; |
|
|
|
our legal exposure and the appropriate accrual for claims,
including medical claims and workers compensation claims; |
|
|
|
future costs for pensions and other post-retirement benefits; and |
|
|
|
possible tax allowances. |
The quality and accuracy of those estimates and judgments will
have an impact on our operating results and financial condition.
12
In addition, we must estimate unbilled revenues and costs as of
the end of each accounting period. If our estimates are not
accurate, we will be required to make an adjustment in a future
period. Accounting rules permit us to use expense balancing
accounts and memorandum accounts that include input cost changes
to us that are different from amounts incorporated into the
rates approved by the commissions. These accounts result in
expenses and revenues being recognized in periods other than in
which they occurred.
|
|
|
Our controls and
procedures may fail or be circumvented. |
Management regularly reviews and updates our internal control
over financial reporting, disclosure controls and procedures,
and corporate governance policies and procedures. Any system of
controls and procedures, however well designed and operated, is
based in part on certain assumptions and can provide only
reasonable, not absolute, assurances that the objectives of the
system are met. Any failure or circumvention of our controls and
procedures or failure to comply with regulations related to
controls and procedures could result in lack of compliance with
contractual agreements, misstatements in our financial
statements in amounts that could be material or could cause
investors to lose confidence in our reported financial
information, which could have a negative effect on the trading
price of our stock and may negatively affect our ability raise
future capital.
Further, if we or our independent registered public accounting
firm discover a material weakness, the disclosure of that fact,
even if quickly remedied, could reduce the markets
confidence in our financial statements and harm our stock price.
In addition, non-compliance with Section 404 of the
Sarbanes-Oxley Act of 2002 could subject us to a variety of
administrative sanctions, including the suspension or delisting
of our common stock from the New York Stock Exchange and the
inability of registered broker-dealers to make a market in our
common stock, which would further reduce our stock price.
13
Forward-Looking
Statements
This prospectus, any prospectus supplement, and the documents we
have incorporated by reference contain forward-looking
statements within the meaning of the federal securities laws.
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 in this prospectus, any prospectus
supplement and in the documents we incorporate by reference are
based on currently available information, expectations,
estimates, assumptions and projections, and our
managements beliefs, assumptions, judgments and
expectations about us, the water utility industry and general
economic conditions. These statements are not statements of
historical fact. When used in our documents, statements that are
not historical in nature, including words like
expects, intends, plans,
believes, may, estimates,
assumes, anticipates,
projects, predicts,
forecasts, should, seeks, 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, but are not limited to:
|
|
|
|
|
governmental and regulatory commissions decisions,
including decisions on proper disposition of property; |
|
|
changes in regulatory commissions policies and procedures; |
|
|
the timeliness of regulatory commissions actions
concerning rate relief; |
|
|
new legislation; |
|
|
changes in accounting valuations and estimates; |
|
|
the ability to satisfy requirements related to the
Sarbanes-Oxley Act and other regulations on internal controls; |
|
|
electric power interruptions; |
|
|
increases in suppliers prices and the availability of
supplies including water and power; |
|
|
fluctuations in interest rates; |
|
|
changes in environmental compliance and water quality
requirements; |
|
|
acquisitions and the ability to successfully integrate acquired
companies; |
|
|
the ability to successfully implement business plans; |
|
|
changes in customer water use patterns; |
|
|
the impact of weather on water sales and operating results; |
|
|
changes in the capital markets and access to sufficient capital
on satisfactory terms; |
|
|
civil disturbances or terrorist threats or acts, or apprehension
about the possible future occurrences of acts of this type; |
|
|
the involvement of the United States in war or other hostilities; |
|
|
our ability to attract and retain qualified employees; |
|
|
labor relations matters as we negotiate with the unions; |
|
|
restrictive covenants in or changes to the credit ratings on
current or future debt that could increase financing costs or
affect the ability to borrow, make payments on debt, or pay
dividends; and |
|
|
the risks set forth in Risk Factors included
elsewhere in this prospectus, prospectus supplement and in the
documents we incorporate by reference. |
In light of these risks, uncertainties and assumptions, you are
cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this prospectus
or as of the date of any prospectus supplement or document
incorporated by reference in this prospectus, as applicable.
When considering forward-looking statements, you should keep in
mind the cautionary statements in this prospectus, any
prospectus supplement and the documents incorporated by
reference. We are not under any obligation, and we expressly
disclaim any obligation, to update or alter any forward-looking
statements, whether as a result of new information, future
events or otherwise.
14
Use of
Proceeds
Unless otherwise specified in a prospectus supplement
accompanying this prospectus, we intend to add the net proceeds
from the sale of the securities to our general funds to be used
for general corporate purposes. We use general funds to, among
other things, invest in our subsidiaries, increase our working
capital, make capital expenditures, repay our short-term
borrowings, refinance existing long-term debt, make acquisitions
and take advantage of other business opportunities.
Ratio of Earnings to
Fixed Charges
and Preferred Stock
Dividends
The following table sets forth our consolidated ratio of
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 preferred stock dividend
requirements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three | |
|
Six | |
|
|
|
|
|
|
|
|
|
|
|
|
Month | |
|
Month | |
|
|
|
|
|
|
|
|
|
|
|
|
Period | |
|
Period | |
|
|
|
|
Ended | |
|
Ended | |
|
Year Ended December 31, | |
|
|
| |
|
| |
|
| |
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
|
June 30, 2006 | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
|
|
|
2.81 |
|
|
|
2.05 |
|
|
|
3.46 |
|
|
|
3.24 |
|
|
|
2.53 |
|
|
|
2.62 |
|
|
|
2.38 |
|
15
Description of
Preferred Stock
The following is a summary of the terms of the shares of our
preferred stock. Our certificate of incorporation, amended
by-laws and the certificate of designations related to our
Series D preferred stock contain the full terms of our
preferred stock. You should read these documents carefully to
fully understand the terms of the shares of our 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,
221,000 shares have been designated for possible issuance
as Series D Participating Preferred Stock, as explained
below (see Series D Participating Preferred
Stock).
Pursuant to our certificate of incorporation, we may issue the
undesignated shares of our preferred stock from time to time in
up to eight series without stockholder approval. Subject to
limitations prescribed by Delaware law and our certificate of
incorporation and amended 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 concerning voting,
redemption, dividends, dissolution, 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. Under Delaware law, any determination that would have
the effect of altering or changing the powers, preferences or
special rights of holders of shares of our Series C
Preferred Stock may be adopted only with the approval of holders
of a majority of the outstanding Series C stock. 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 for that offering and will file a copy
of the document establishing the terms of the preferred stock
with the SEC and the Delaware Secretary of State. Among other
things, the description will include:
|
|
|
|
|
the title, series designation and stated value; |
|
|
|
the number of shares offered, the liquidation preference per
share and the purchase price; |
|
|
|
the dividend rate(s), period(s) and/or payment date(s), or
method(s) of calculation for dividends; |
|
|
|
whether dividends will be cumulative, partially cumulative or
non-cumulative and, if cumulative or partially cumulative, the
date from which the dividends will accumulate; |
|
|
|
the procedures for any auction or remarketing, if any; |
|
|
|
the provisions for a sinking fund, if any; |
|
|
|
the provisions for redemption, if applicable; |
|
|
|
any listing of the preferred stock on any securities exchange or
market; |
|
|
|
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); |
|
|
|
voting rights, if any, of the preferred stock; |
|
|
|
whether interests in the preferred stock will be represented by
depositary shares; |
|
|
|
a discussion of any material and/or special U.S. federal
income tax considerations applicable to the preferred stock; |
|
|
|
the relative ranking and preferences of the preferred stock as
to dividend rights and rights upon liquidation, dissolution or
winding up of our affairs; |
|
|
|
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; |
16
|
|
|
|
|
any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock; and |
|
|
|
any transfer agent for the preferred stock. |
Unless we specify otherwise in the applicable prospectus
supplement, any future issuance of preferred stock, with respect
to dividend rights and rights upon our liquidation, dissolution
or winding up, will rank as follows:
|
|
|
|
|
senior to all classes or series of our common stock, and senior
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 |
|
|
|
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 to the depositary for credit to the accounts of the
holders of beneficial interests in the global preferred stock.
The prospectus supplement will describe the specific terms of
the depositary arrangement for preferred stock of a series that
is issued in global form. We, 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 the global preferred stock or
for maintaining, supervising or reviewing any records relating
to these beneficial ownership interests.
Series C Preferred Stock
Cumulative dividends on our outstanding Series C Preferred
Stock are payable quarterly, at a rate of but not exceeding
4.4% per annum of the par value, before any dividends can
be paid on our common stock. Dividends on the Series C
Preferred Stock are cumulative from the date of issuance. During
2005, we paid dividends on our Series C Preferred Stock
totaling approximately $153,000 and through the second quarter
of 2006, we paid dividends on our Series C Preferred Stock
totaling approximately $76,450.
Each share of Series C Preferred Stock 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 elsewhere in this
prospectus). The Series C Preferred Stock is nonassessable
and has no conversion rights. 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 our voluntary dissolution or liquidation, holders of our
Series C Preferred Stock will be entitled to receive a
liquidation amount of $26.75 per share together with
accrued dividends. Upon our involuntary dissolution or
liquidation, the holders of our Series C Preferred Stock
will be entitled to receive the par value of $25.00 per
share together with accrued dividends. After these payments to
the holders of our Series C Preferred Stock and after any
payments to holders of any other series of our preferred stock
which we may issue in the future, we will distribute our
remaining net assets to holders of our common shares. The number
of shares of our Series C Preferred Stock may be increased
or decreased by our board.
Series D Participating Preferred Stock
On August 18, 1999, our board adopted a resolution
designating 221,000 shares of our preferred stock as
Series D Preferred Stock, par value $0.01 per share.
The number of shares may be increased or decreased by our board
of directors prior to the issuance of any shares of this series.
We have not yet issued any Series D Preferred Stock. The
right to purchase one one-hundredth of a share of Series D
Preferred Stock was declared as a dividend for each outstanding
share of common stock on January 28, 1998. Pursuant to a
Stockholder Rights Plan, the right to purchase the Series D
Preferred Stock will only be exercisable upon the occurrence of
certain events. Until the rights are exercisable, each common
share outstanding on and after January 28, 1998 includes
one right, which is evidenced solely by the common stock
certificate. The rights expire on February 11, 2008. For a
description of the rights and the rights agreement, see
Rights Agreement elsewhere in this prospectus.
Subject to the rights and the holders of any shares of any
series of our preferred stock (or any similar stock) ranking
prior and senior to our Series D Preferred Stock with
respect to dividends, the holders of shares of our Series D
Preferred Stock, in preference to the holders of our common
stock and of any other junior stock, will be entitled to
receive, as and
17
when declared by our board, dividends payable in cash on the
same date as dividends on our Series C Preferred Stock.
Each share of our Series D Preferred Stock will receive
cumulative 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 our common stock or a subdivision of our
common stock (by reclassification or otherwise), declared on our
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 our common shares.
If we declare or pay any dividend on our common stock payable in
common stock, or we split, combine or consolidate our
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
the amount to which the Series D Preferred Stockholders
immediately prior to that event are entitled 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).
Our Series D Preferred Stock entitles holders to 100 votes
on all matters submitted to a stockholder vote, and the
Series D Preferred Stock stockholders vote together as a
class with the common stockholders. If we declare or pay any
dividend on our common stock payable in common stock, or we
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 number of votes per
share that the Series D Preferred stockholders are entitled
to will be adjusted by multiplying the number of votes per share
that the Series D Preferred stockholders are entitled to
immediately prior to the event 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.
If we liquidate, dissolve or wind 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 our common stock payable in
common stock, or we subdivide, combine or consolidate our 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 our 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 that our holders
of Series D Preferred Stock are 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.
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.
18
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 18,406,963 shares of our common stock issued and
outstanding as of July 31, 2006.
As of July 31, 2006, we have issued:
|
|
|
|
|
options covering 90,500 shares of common stock which remain
unexercised; |
|
|
|
9,467 shares of restricted common stock; and |
|
|
|
stock appreciation rights covering 40,000 shares of common
stock. |
There were approximately 3,029 stockholders of record of our
common stock at July 27, 2006. Our common stock is listed
on the New York Stock Exchange under the symbol CWT.
We intend to apply to the New York Stock Exchange to list any
common stock issued under this prospectus and any supplement.
Holders of our common stock are entitled to vote at all
elections of directors and to vote or consent on all stockholder
questions at the rate of one vote for each share. The holders of
the Series C Preferred Stock vote, at a rate of 16 votes
per share, along with holders of the common stock. Stockholders
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.
Alternatively, the stockholder may distribute these votes on the
same principle among as many candidates as the stockholder
desires. Because each share of our Series C Preferred Stock
is entitled to 16 votes, Series C 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 our
securities, holders of our 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 our 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 our Series C Preferred Stock and on any other
series of our preferred stock which may be outstanding, the
board may declare any additional dividends on our common stock
out of our surplus (the excess, if any, of our net assets over
total paid-in capital) or if there is no surplus, the net
profits for the current fiscal year or the fiscal year before
which the dividend is declared. Our board may only declare cash
dividends if after paying those dividends we would be able to
pay our liabilities as they become due.
The common stock issued by this prospectus and any related
prospectus supplement will, when issued, be fully paid and
nonassessable and will not have, or be subject to, any
preemptive or similar rights. Except for any conversion rights
that may be granted to any shares of our preferred stock, no
holders of any of our capital stock are entitled to purchase or
otherwise participate in any of our new or additional equity
offerings.
American Stock Transfer and Trust Company is the transfer agent,
registrar and dividend paying agent for our common stock. Its
phone number is (800) 937-5449.
Rights
Agreement
In January 1998, 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 purchase 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 of
America, N.A., successor to 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.
19
Our common stock certificates contain a notation incorporating
the Rights Agreement by reference and the rights are transferred
with, and only with, our common stock. The rights will separate
from the common stock and a Distribution Date will
occur upon the earlier of:
|
|
|
|
|
the tenth day after the first public announcement that a third
party has acquired 15% or more of our common stock; |
|
|
|
the tenth business day (or a later date determined by action of
our board) after the commencement by a third party of a tender
or exchange offer for 15% or more of our common stock; |
|
|
|
the tenth business day (or a later date determined by action of
our board) after the announcement by a third party of its
intention to commence a tender or exchange offer for 15% or more
of our common stock; or |
|
|
|
the tenth day after our board determines, pursuant to specified
criteria set forth in the Rights Agreement, that a third party
who has already acquired 10% or more of our common stock intends
to coerce us into taking an adverse action or such partys
ownership is likely to cause a material adverse impact on our
business or prospects. |
To our knowledge, we presently have no 15% holders of our common
stock.
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 with respect to shares issuable upon exercise of
such purchase rights, including, without limitation, the right
to vote or to receive dividends.
The purchase price payable and the number of shares of
Series D Preferred Stock or other securities or property
issuable upon exercise of the rights are subject to adjustment
from time to time to prevent dilution from certain events,
including the following:
|
|
|
|
|
a stock dividend of Series D Preferred Stock issued on, or
a subdivision, combination or reclassification of the
Series D Preferred Stock; |
|
|
|
the grant to holders of the Series D Preferred Stock of
certain rights or warrants to subscribe for Series D
Preferred Stock or convertible securities at less than the
current market price of the Series D Preferred Stock; or |
|
|
|
the distribution to holders of the Series D Preferred Stock
of evidences of indebtedness or assets (excluding regular
periodic cash dividends out of earnings or retained earnings or
dividends payable in Series D Preferred Stock) 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 Series D Preferred Stock which are integral multiples of
one one-hundredth of a share of Series D Preferred Stock,
which may, at our election, be evidenced by depositary
receipts). Instead, a payment in cash will be made.
If any person or group becomes an Acquiring Person
in accordance with the terms of the Rights Agreement, then a
Trigger Event shall be deemed to have occurred.
Thereafter, each holder of a right, other than the Acquiring
Person (whose rights will thereafter be void), will have the
right to receive upon exercise at its then current exercise
price that number of shares of our common stock having a market
value of two times the purchase price of the right. In the event
there are insufficient shares of common stock authorized, we
will provide substitute consideration such as cash, property or
other securities.
If, after a person or group has become an Acquiring Person, we
are acquired in a merger or other business combination
transaction or 50% or more of our 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
20
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 before February 11, 2008 or until ten days
following a Trigger Event, we may redeem the rights in whole,
but not in part, at a price of $0.001 per right.
Immediately upon the action of our board of directors ordering
redemption of the rights, the option to exercise the rights will
terminate and the holders of rights will only be entitled to
receive the redemption price.
After the rights are triggered, our board may exchange some or
all of the rights for our 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.
The Rights Agreement between us and the rights agent sets forth
the terms of the rights and includes the form of rights
certificate. The Rights Agreement is hereby incorporated into
the registration statement of which this prospectus is a part
and the foregoing description of the rights and the Rights
Agreement is qualified in its entirety by reference to the
Rights Agreement.
Anti-Takeover Effects
of Our Certificate of
Incorporation, Amended
Bylaws and Delaware Law
Our amended by-laws 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 our executive officers as
part of their compensation packages. Furthermore, 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.
We are 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:
|
|
|
|
|
the transaction resulting in the acquiring person becoming an
interested stockholder, or resulting in the business
combination, is approved by our board of directors before the
person becomes an interested stockholder; |
|
|
|
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 shares owned by persons who
are directors and also officers, and 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 |
|
|
|
on or after the date the person becomes an interested
stockholder, the business combination is approved by our board
of directors and by the holders of at least
662/3%
of the corporations 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.
21
Plan of
Distribution
We may sell the securities through one or more of the following
ways:
|
|
|
|
|
directly to purchasers; |
|
|
|
to or through one or more underwriters or dealers; |
|
|
|
through agents; or |
|
|
|
through a combination of any such methods of sale. |
A prospectus supplement with respect to a particular issuance of
securities will set forth the terms of the offering of those
securities, including the following:
|
|
|
|
|
name or names of any underwriters, dealers or agents; |
|
|
|
the purchase price of the securities and the estimate amount we
will receive; |
|
|
|
underwriting discounts and commissions; and |
|
|
|
any 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 and 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, 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 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. Any agent will be acting on a reasonable
efforts basis for the period of its appointment or, if indicated
in the applicable prospectus supplement, 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.
If the prospectus supplement so indicates, we will authorize
agents, underwriters and dealers to solicit offers to purchase
securities from us at the public offering price set forth in the
prospectus supplement 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, and
the prospectus supplement will set forth the commission payable
for solicitation of the contracts.
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, 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 described in the applicable
prospectus supplement. We may be obligated to indemnify the
remarketing firm against some liabilities, including
22
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 (the Exchange Act).
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.
The prospectus supplement relating to each offering will set
forth the anticipated date of delivery of the securities.
Legal Matters
Gibson, Dunn & Crutcher LLP, San Francisco,
California will issue a legal opinion for us with respect to the
validity of the securities.
Experts
California Water Service Groups consolidated financial
statements as of December 31, 2005 and 2004, and for each
of the years in the three-year period ended December 31,
2005, and managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2005 have been incorporated by reference
herein and in the registration statement incorporated by
reference herein, in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, and upon the
authority of said firm as experts in accounting and auditing.
Where You Can Find More
Information
We have 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. This prospectus omits certain of the
information contained in the registration statement and its
exhibits. For further information about us and the securities to
be sold, please refer to the registration statement and
prospectus supplement. When a reference is made in this
prospectus to any contract, agreement or other document, the
reference may not be complete and you should refer to the copy
of that contract, agreement or other document filed as an
exhibit to the registration statement or to one of our previous
SEC filings.
The SEC allows us to incorporate by reference into
this prospectus certain information that we file with the SEC.
This means that we can disclose important information to you by
referring you to another document that we filed separately with
the SEC. 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. You should read the information incorporated by
reference because it is an important part of this prospectus.
23
We incorporate by reference the documents listed below:
|
|
|
Form |
|
Period |
|
|
|
|
|
|
|
Annual report on Form 10-K
|
|
Fiscal year ended December 31, 2005, filed on
March 13, 2006. |
|
|
|
|
Quarterly reports on Form 10-Q
|
|
Quarter ended March 31, 2006, filed on May 10, 2006;
and quarter ended June 30, 2006 filed on August 9,
2006. |
|
|
|
|
Definitive Proxy Statement on Form 14A
|
|
The following sections of our 2006 Proxy Statement, filed on
March 24, 2006: |
|
|
Board Structure; |
|
|
Director Compensation Arrangements; |
|
|
Proposal No. 1 Election of
Directors; |
|
|
Stock Ownership of Management and
Certain Beneficial Owners; |
|
|
Executive Compensation; |
|
|
Relationship with the Independent
Registered Public Accounting Firm; and |
|
|
Other Matters Code of Ethics. |
|
|
|
|
Current Reports on Form 8-K and 8-K/ A
|
|
Filed on February 23, 2006, March 10, 2006,
March 30, 2006 and September 1, 2006. |
|
|
|
|
Form 8-A
|
|
Description of our common stock, filed March 18, 1994
(under the name California Water Service Company) and any future
amendment or report filed for the purpose of updating that
description. |
|
|
The description of our Preferred Stock Purchase Rights, 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.
The registration statement, including exhibits thereto, and the
documents incorporated by reference in this prospectus, may be
inspected at the Public Reference facility maintained by the
Commission at 100 F Street, N.E., 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.
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 |
We maintain a website on the World Wide Web at
http://www.calwatergroup.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, any prospectus
supplement, or the registration statement, but is referenced and
maintained as a convenience to investors.
You should rely only on the information incorporated by
reference or provided in this prospectus or any supplement. 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
is accurate as of any date other than the date on the front of
the document.
24
California Water Service Group
2,000,000 Shares of Common Stock
Prospectus Supplement
October 6, 2006
Robert W. Baird & Co.
A.G. Edwards
Edward Jones
J.J.B. Hilliard, W.L. Lyons, Inc.
Stifel Nicolaus