UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): Sept. 14, 2016 (Sept. 14, 2016)
Connecticut Water Service, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Connecticut
(State or Other Jurisdiction of Incorporation)
0-8084 | 06-0739839 | |
(Commission File Number) | (IRS Employer Identification No.) |
93 West Main Street, Clinton, Connecticut | 06413-0562 | |
(Address of Principal Executive Offices) | (Zip Code) |
(860) 669-8630
(Registrants Telephone Number, Including Area Code)
N/A
(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):
þ | 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 8.01 | Other Events |
Mid-Year Letter to Shareholders
On September 14, 2016, Connecticut Water Service, Inc. (CTWS) issued a mid-year letter to its shareholders which included a discussion of CTWS pending acquisition of The Heritage Village Water Company.
A copy of CTWS letter to shareholders is filed herewith as Exhibit 99.1 and is hereby incorporated herein by reference.
Additional Information About the Merger and Where to Find It
In connection with the proposed acquisition of The Heritage Village Water Company by CTWS, CTWS will be filing a registration statement on Form S- 4 with the SEC under the Securities Act of 1933 containing a proxy or information statement of Heritage Village Water Company that also constitutes a prospectus of CTWS (the Statement/Prospectus) and other documents regarding the proposed transaction.
Before making any voting or investment decisions, we urge investors and security holders to read the Statement/Prospectus (including all amendments and supplements thereto) and other documents filed with the SEC carefully and in their entirety when they become available, because they will contain important information about CTWS, Heritage Village Water Company and the proposed merger.
When available, copies of the Statement/Prospectus will be mailed to the shareholders of Heritage Village Water Company. Copies of the Statement/Prospectus may be obtained free of charge at the SECs web site at www.sec.gov, or by directing a request to CTWSs Corporate Secretary, Kristen A. Johnson, at Connecticut Water Service, Inc., 93 West Main Street, Clinton, Connecticut 06413, or by telephone at 1-800-428-3985, ext. 3056, or on our website at www.ctwater.com. Copies of other documents filed by CTWS with the SEC may also be obtained free of charge at the SECs web site or by directing a request to CTWS at the address provided above.
CTWS and Heritage Village Water Company and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the approval of the proposed merger. Information regarding CTWSs directors and executive officers and their respective interests in CTWS by security holdings or otherwise is available in its Annual Report on Form 10-K filed with the SEC on March 14, 2016 and its Proxy Statement on Schedule 14A filed with the SEC on March 31, 2016. Certain information regarding Heritage Village Water Companys directors and executive officers is available in its Annual
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Report for 2014 filed with the Connecticut Public Utilities Regulatory Authority (PURA) and available at the PURAs website, www.ct.gov/pura. Additional information regarding the interests of such potential participants will be included in the Statement/Prospectus and registration statement, and other relevant materials to be filed with the SEC, when they become available, including in connection with the solicitation of proxies to approve the proposed merger.
This current report and its exhibit shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.
Item 9.01 | Financial Statements and Exhibits |
The following is filed herewith as an exhibit hereto:
(d) | Exhibits |
99.1 | CTWS mid-year letter to shareholders, issued on September 14, 2016, is filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
CONNECTICUT WATER SERVICE, INC. | ||||||||
a Connecticut corporation | ||||||||
Date: September 14, 2016 | By: | /s/ David C. Benoit | ||||||
Name: | David C. Benoit | |||||||
Title: | Senior Vice President Finance and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | CTWS mid-year letter to shareholders, issued on September 14, 2016, is filed herewith. |
Exhibit 99.1
Connecticut Water Service, Inc. 93 West Main Street Clinton, Connecticut 06413-1600 |
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Mid-Year Report
September 2016
Dear Shareholders:
This past May, Connecticut Water Service, Inc.s (CTWS) Board of Directors increased the annual dividend rate on our common shares by 6 cents to $1.13 per share, which was an increase of 5.6% above the previous annualized cash dividend. Further, this increase also accelerated the timing of the annual increase, which has historically occurred in the third quarter of the year. That acceleration, combined with the increase, projects to a 6.2% increase in actual cash dividends paid in the year ended, December 31, 2016 versus 2015. The dividend increase on common shares became effective with the quarterly cash dividend payment of $0.2825 per common share that was paid on June 15, 2016.
The cash dividend increase, the largest since the Company was founded 60 years ago, affirms the Board of Directors confidence that our long-term strategy of growth through prudent acquisitions, infrastructure investment, and providing world-class service to our customers will continue to deliver solid financial performance. CTWS has a proud track record of increasing its cash dividend payment in each of the last 47 years and has paid a dividend without interruption or reduction in every quarter since its founding in 1956.
For the six month period ending June 30, 2016, we reported earnings of $1.19 per share, on Net Income of $13.1 million, compared to $1.07 per share, on Net Income of $11.8 million, reported for the comparable period of 2015. The Company saw an increase in revenues related to recovery of costs for completed infrastructure replacement projects through the Water Infrastructure and Conservation Adjustment (WICA) in Connecticut and the Water Infrastructure Charge (WISC) in Maine, as well as a general rate increase in Maines Biddeford Saco division. In addition, Net Income from Water Operations for the six month period was positively impacted in 2016 and 2015 by one-time items. Net Income increased $1.8 million in the first six months of 2016 compared to 2015 after removing the one-time items.
Installation has been completed on the 5-mile long pipeline to serve UConn and Mansfield. When the pipeline is placed in service it will bring additional water supply to the University of Connecticuts Storrs Campus (UConn) and the town of Mansfield. The Connecticut Water Company (Connecticut Water) will have the ability to supply an average of 1.2 million gallons per day to UConn and the town of Mansfield to meet the long-term growth plans of the community.
On July 10, CTWS filed an application with the Connecticut Public Utilities Regulatory Authority (PURA) to acquire the Heritage Village Water Company (HVWC). HVWC serves 4,700 water and 3,000 wastewater customers in the Connecticut towns of Middlebury, Oxford, and Southbury. HVWC owns and operates the only investor wastewater utility regulated by PURA.
For additional information about these matters, please visit the Companys website at www.ctwater.com. The News section provides access to our news releases. E-mail alerts are available for news releases, end of the day stock quotes, SEC filings, events and presentations, and when new investor related items are posted to the Web site. You may sign-up for the alerts at http://ir.ctwater.com/investors/investor-resources/email-alerts/default.aspx.
On behalf of the passionate and dedicated professionals who work hard to keep your company successful, I thank you for your continued support.
Very truly yours,
Eric W. Thornburg
Chairman, President and CEO
Connecticut Water Service, Inc. & Subsidiaries
Selected Income Statement Information (unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(In thousands except per share amounts) | 2016 | 2015 | 2016 | 2015 | ||||||||||||
Operating Revenues |
$ | 26,055 | $ | 26,624 | $ | 47,607 | $ | 46,654 | ||||||||
Other Water Activities Revenues |
321 | 343 | 624 | 653 | ||||||||||||
Real Estate Revenues |
| | | | ||||||||||||
Service and Rentals Revenues |
1,212 | 1,463 | 2,443 | 2,825 | ||||||||||||
|
|
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Total Revenues |
$ | 27,588 | $ | 28,430 | $ | 50,674 | $ | 50,132 | ||||||||
|
|
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Operating Expenses |
$ | 15,026 | $ | 16,875 | $ | 32,555 | $ | 32,740 | ||||||||
Other Utility Income, Net of Taxes |
$ | 188 | $ | 205 | $ | 343 | $ | 360 | ||||||||
Total Utility Operating Income |
$ | 11,217 | $ | 9,954 | $ | 15,395 | $ | 14,274 | ||||||||
Gain on Property Transactions, Net of Taxes |
$ | | $ | | $ | | $ | | ||||||||
Non-Water Sales Earnings (Services and Rentals), Net of Taxes |
$ | 406 | $ | 375 | $ | 801 | $ | 744 | ||||||||
Net Income |
$ | 9,943 | $ | 8,675 | $ | 13,091 | $ | 11,778 | ||||||||
Net Income Applicable to Common Shareholders |
$ | 9,933 | $ | 8,665 | $ | 13,072 | $ | 11,759 | ||||||||
Basic Earnings Per Average Common Share |
$ | 0.90 | $ | 0.79 | $ | 1.19 | $ | 1.07 | ||||||||
Diluted Earnings Per Average Common Share |
$ | 0.89 | $ | 0.77 | $ | 1.17 | $ | 1.05 | ||||||||
Basic Weighted Average Common Shares Outstanding |
11,004 | 10,958 | 10,998 | 10,941 | ||||||||||||
Diluted Weighted Average Common Shares Outstanding |
11,223 | 11,157 | 11,217 | 11,151 | ||||||||||||
Book Value Per Share |
$ | 20.52 | $ | 19.36 | $ | 20.52 | $ | 19.36 |
Condensed Consolidated Balance Sheets (unaudited)
(In thousands) | June 30, 2016 | June 30, 2015 | ||||||
ASSETS |
||||||||
Net Utility Plant |
$ | 568,406 | $ | 515,367 | ||||
Current Assets |
30,941 | 35,704 | ||||||
Other Assets |
145,894 | 142,730 | ||||||
Total Assets |
$ | 745,241 | $ | 693,801 | ||||
CAPITALIZATION AND LIABILITIES |
||||||||
Shareholders Equity |
$ | 230,439 | $ | 216,186 | ||||
Preferred Stock |
772 | 772 | ||||||
Long-Term Debt |
200,861 | 177,302 | ||||||
Current Liabilities |
30,273 | 24,905 | ||||||
Other Liabilities and Deferred Credits |
282,896 | 274,636 | ||||||
Total Capitalization and Liabilities |
$ | 745,241 | $ | 693,801 |
Equity Type |
Record Date |
Payable Date |
Rate | |||||
Dividends Declared |
Common (NASDAQ GS:CTWS) |
September 1, 2016 |
September 15, 2016 |
$0.2825 | ||||
Preferred A (OTC: CTWSO) |
October 3, 2016 |
October 14, 2016 |
$0.20 | |||||
Preferred 90 (OTC:CTWSP) |
October 19, 2016 |
November 1, 2016 |
$0.225 | |||||
Declaration date |
Record Date |
Payable Date |
||||||
Proposed Next Common Stock Dividend Date |
November 10, 2016 | December 1, 2016 | December 15, 2016 | |||||
Connecticut Water Service, Inc. 93 West Main Street Clinton, Connecticut 06413-1600 FAX (860) 669-5579 Shareholder Info: 860-664-6015 Website: www.ctwater.com |
Stock Transfer Agent, Dividend Disbursing Agent and Agent to Administer Dividend Reinvestment Plan Broadridge Corporate Solutions, Inc. 1155 Long Island Avenue, Edgewood, NY 11717 1-888-205-0681 On-line information: http://shareholder.broadridge.com/ctwater |