8-K

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): December 3, 2018

Connecticut Water Service, Inc.

(Exact name of registrant as specified in its charter)

Connecticut	0-8084	06-0739839
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
93 West Main Street Clinton, CT		06413
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 860-669-8636

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:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On December 3, 2018, the Connecticut Public Utilities Regulatory Authority (“PURA”) issued a proposed decision that would deny the joint application by Connecticut Water Service, Inc., a Connecticut corporation (the “Company”), and SJW Group, a Delaware corporation (“SJW”), for the approval of a change of control of the Company in connection with the previously announced Second Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 5, 2018, among the Company, SJW and Hydro Sub, Inc., a Connecticut corporation and a direct wholly owned subsidiary of SJW (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of SJW.

Following their review of the proposed decision, the Company and SJW filed with PURA today a motion to extend the statutory time period within which PURA’s proceeding must be concluded to allow the applicants to address the concerns raised by PURA in the proposed decision. The proposed decision is not the final determination by PURA with respect to the Company’s and SJW’s application and notes that PURA will consider the parties’ arguments and exceptions before reaching a final decision.

On December 3, 2018, the Company issued a statement regarding PURA’s proposed decision. A copy of the statement is filed as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Statement, dated December 3, 2018, issued by the Company.

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.
	(Registrant)
Date: December 4, 2018	By:	/s/ David C. Benoit
		David C. Benoit
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Connecticut Water Issues Statement Regarding Proposed Decision by the

Connecticut Public Utilities Regulatory Authority

December 3, 2018

Connecticut Water (CTWS) has received and is reviewing the proposed decision issued by the Connecticut Public Utilities Regulatory Authority (PURA) regarding the application to combine SJW Group and CTWS. PURA distributed the proposed decision to the parties in the proceeding for comment on Monday, December 3, 2018.

Connecticut Water will provide any comments or related materials in response to the proposed decision to PURA in accordance with the schedule in the proceeding.

SJW Group and Connecticut Water are confident that the combined company will have the financial strength and managerial suitability to provide safe, adequate and reliable service and that the combination is in the public interest. SJW Group and Connecticut Water have committed to protect customers in Connecticut and Maine and provide additional benefits through the combination including:

• No layoffs or job cuts as a result of the combination;

• No changes in customer rates as a result of the combination;

• Continued superior customer service with annual customer satisfaction surveys conducted by an independent consultant;

• Community liaisons and outreach efforts in all service towns and ongoing community investment, support and involvement;

• Protections for certain company-owned lands for open space and conservation with additional notification and prioritization as reflected in a Memorandum of Agreement with the Connecticut Fund for the Environment; and

• Continue responsible water resource management programs and no use of Connecticut sources or supplies for the out-of-state sister companies.

The proposed decision notes that PURA will consider the parties’ arguments and exceptions before reaching a final decision, which may differ from the proposed decision.

About CTWS

CTWS is a publicly traded holding company headquartered in Clinton, Connecticut. CTWS is the parent company of The Connecticut Water Company, The Maine Water Company, The Avon Water Company, and The Heritage Village Water Company. Together, these subsidiaries provide water service to more than 450,000 people in Connecticut and Maine, and wastewater service to more than 10,000 people in Connecticut.

Connecticut Water Contact

Daniel J. Meaney, APR

Director, Corporate Communications

(860) 664-6016

dmeaney@ctwater.com