-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DdH5Lnjs0d8sjBG9vve4UVWDmwlRUwoZdveSs8uiOzV6knEFhAfoOsribg8jZDP/ K94ZqDvseYZKsjVmN73A9g== 0000950005-05-000663.txt : 20050930 0000950005-05-000663.hdr.sgml : 20050930 20050929183152 ACCESSION NUMBER: 0000950005-05-000663 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050929 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050930 DATE AS OF CHANGE: 20050929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA WATER SERVICE GROUP CENTRAL INDEX KEY: 0001035201 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 770448994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13883 FILM NUMBER: 051112406 BUSINESS ADDRESS: STREET 1: 1720 N FIRST ST STREET 2: C/O CALIFORNIA WATER SERVICE CO CITY: SAN JOSE STATE: CA ZIP: 95112 BUSINESS PHONE: 4083678200 MAIL ADDRESS: STREET 1: 1720 FIRST ST STREET 2: C/O CALIFORNIA WATER SERVICE CO CITY: SAN JOSE STATE: CA ZIP: 95112 8-K 1 p19524_8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 28, 2005 ------------------------------ CALIFORNIA WATER SERVICE GROUP ------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-13883 77-0448994 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 1720 North First Street, San Jose, CA. 95112 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 1-408-367-8200 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c ) under the Exchange Act (17 CFR 240.13e-4(c )) Item 5.02 Appointment of Acting Principal Officers On September 28, 2005, California Water Service Group announced that it had named John S. Tootle, Corporate Counsel, as Acting Vice President, Chief Financial Officer and Treasurer and placed Richard D. Nye on administrative leave following the filing of a civil suit by the Securities and Exchange Commission against Mr. Nye; the suit relates to a position that Mr. Nye held previously at another company. Mr. Tootle, age 51, served as California Water Service Group's Corporate Counsel prior to assuming this position. He joined the company in May of 2000 when it acquired Dominguez Services Corporation, where he had served as Chief Financial Officer since 1987. Before joining Dominguez Services Corporation's executive team, Mr. Tootle served as Chief Financial Officer for United Business Interiors, Senior Internal Auditor for Republic Corporation, and Auditor for PricewaterhouseCoopers. Mr. Tootle is an attorney and certified public accountant. As Corporate Counsel, Mr. Tootle has benefits similar to those of the officers of the company. The terms of his employment have not changed. Mr. Tootle has no family relationship with any director or other officer of the company. He has had no material interest in any transaction with the company since the beginning of the company's last fiscal year. A copy of the news release issued on September 28, 2005 announcing the management change is filed herewith as Exhibit 99.1 (c) Exhibits. 99.1 The news release issued by California Water Service Group on September 28, 2005. 2 SIGNATURES Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CALIFORNIA WATER SERVICE GROUP ------------------------------ (Registrant) Date: September 29, 2005 By: /s/ John S. Tootle ---------------------------------------- John S. Tootle Acting Vice President, Chief Financial Officer and Treasurer 3 Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press release of the registrant dated September 28, 2005 which announces management changes. 4 EX-99 2 p19524_ex99-1.txt NEWS RELEASE [GRAPHIC OMITTED] NEWS RELEASE CALIFORNIA WATER SERVICE GROUP [OBJECT OMITTED] 1720 North First Street San Jose, CA 95112-4598 September 28,2005 Contact: Shannon Dean (310) 257-1435 JOHN S. TOOTLE NAMED ACTING CHIEF FINANCIAL OFFICER; RICHARD D. NYE PLACED ON ADMINISTRATIVE LEAVE - -------------------------------------------------------------------------------- SAN JOSE, CA - The California Water Service Group (NYSE : CWT) Board of Directors today named John S. Tootle as Acting Vice President, Chief Financial Officer and Treasurer and placed Richard D. Nye on administrative leave following civil litigation filed against Nye by the U.S. Securities and Exchange Commission (SEC); the SEC's allegations against Nye relate solely to his prior positions at another company and have no relationship to California Water Service Group. Tootle served as California Water Service Group's Corporate Counsel prior to assuming this position. He joined the company in May of 2000 when it acquired Dominguez Services Corporation, where he had served as Chief Financial Officer since 1987. Before joining Dominguez Services Corporation's executive team, Tootle served as Chief Financial Officer for United Business Interiors, Senior Internal Auditor for Republic Corporation, and Auditor for PricewaterhouseCoopers. An attorney and certified public accountant, he brings more than 25 years of financial experience to the position. Peter C. Nelson, President and Chief Executive Officer, said, "This SEC action relates solely to another company. Cal Water has always maintained the highest standards for its internal controls and financial reporting. We received an unqualified opinion from our independent auditors regarding management's assessment of our internal controls for the year ending December 31, 2004. Our controls are documented and tested throughout the year. Separately, our independent auditors issued an unqualified opinion on our financial statements for 2004. I am confident in our ability to continue to meet the highest standards in our financial management of the Company." California Water Service Group is the parent company of California Water Service Company, Washington Water Service Company, New Mexico Water Service Company, Hawaii Water Service Company, Inc., and CWS Utility Services. Together these companies provide regulated and non-regulated water service to more than 2 million people in 100 California, Washington, New Mexico, and Hawaii communities. Group's common stock trades on the New York Stock Exchange under the symbol "CWT." This news release contains forward-looking statements within the meaning established by the Private Securities Litigation Reform Act of 1995 ("Act"). The forward-looking statements are intended to qualify under provisions of the federal securities laws for "safe harbor" treatment established by the Act. Forward-looking statements are based on currently available information, expectations, estimates, assumptions and projections, and management's judgment about the Company, the water utility industry and general economic conditions. Such words as expects, intends, plans, believes, estimates, assumes, anticipates, projects, predicts, forecasts or variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not guarantees of future performance. They are subject to uncertainty and changes in circumstances. Actual results may vary materially from what is contained in a forward-looking statement. Factors that may cause a result different than expected or anticipated include: 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; 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 our 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; 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; restrictive covenants in or changes to the credit ratings on our current or future debt that could increase our financing costs or affect our ability to borrow, make payments on debt or pay dividends; and, other risks and unforeseen events. When considering forward-looking statements, you should keep in mind the cautionary statements included in this paragraph. The Company assumes no obligation to provide public updates of forward-looking statements. Additional information is available at our Web site at www.calwatergroup.com. ## -----END PRIVACY-ENHANCED MESSAGE-----