8-K
California Water Service Group (CWT)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 22, 2022
CALIFORNIA WATER SERVICE GROUP
(Exact name of Registrant as Specified in its Charter)
| Delaware<br><br>(State or other jurisdiction<br> of incorporation) | 1-13883<br><br>(Commission file number) | 77-0448994<br><br>(I.R.S. Employer<br> Identification Number) |
|---|---|---|
| 1720 North First Street<br>San Jose, California<br><br>(Address of principal executive offices) | 95112<br><br>(Zip Code) | |
| --- | --- |
(408) 367-8200
(Registrant’s 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:
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, par value $0.01 | CWT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined by 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 7.01. | Regulation FD Disclosure. |
|---|
On March 22, 2022, California Water Service Group issued the press release attached as Exhibit 99.1 to this current report and incorporated by reference herein.
The information and exhibit furnished pursuant to Item 7.01 of this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
We hereby furnish the following exhibits, which shall not be deemed “filed,” with this report:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued March 22, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| CALIFORNIA WATER SERVICE GROUP | ||
|---|---|---|
| Date: March 28, 2022 | By: | /s/ Thomas F. Smegal |
| Name: | Thomas F. Smegal | |
| Title: | Vice President, Chief Financial Officer & Treasurer |
Exhibit 99.1

A subsidiary of California Water Service Group
401 Horner Street, Rio Communities, NM 87002
March 22, 2022
Contact: Yvonne Kingman, 310-257-1434 (media)
Tom Smegal, 408-367-8200 (analysts)
For Immediate Release
NEW MEXICOWATER SERVICE TO ACQUIRE MONTEREY WATER COMPANY
RIO COMMUNITIES, N.M.—New Mexico Water Service (New Mexico Water), a subsidiary of California Water Service Group (NYSE: CWT), has signed an agreement to acquire the assets of Monterey Water Company (Monterey Water), a water utility located in Valencia County, N.M. The acquisition is subject to satisfaction of customary closing conditions and approval by the New Mexico Public Regulation Commission (Commission).
As part of the purchase, New Mexico Water will own and operate the water system, which currently serves 380 residential customers. The Monterey Water service area is less than a half-mile from New Mexico Water’s Rio Del Oro water system and will become part of the Rio Del Oro service area. The acquisition also includes about 100 undeveloped lots that may be served in the future.
“We appreciate Monterey Water’s confidence in our team and look forward to working together and receiving Commission review to complete the acquisition,” said Martin A. Kropelnicki, President and CEO of New Mexico Water. “We also look forward to welcoming Monterey Water customers to our family and providing them the same quality, service, and value that we provide to all of our customers in the Land of Enchantment.”
In addition to the new Monterey Water customers, New Mexico Water currently serves about 16,000 people through 8,500 water and wastewater service connections in its Rio Communities, Rio Del Oro, Meadow Lake, Indian Hills, Squaw Valley, Elephant Butte, Sandia Knolls, Juan Tomas, and Cypress Gardens systems. The utility’s services include meter reading, water quality testing, water and wastewater treatment, water system design and construction, and customer service.

New Mexico Water Service is a wholly owned subsidiary of California Water Service Group, which also includes California Water Service, Hawaii Water Service, Washington Water Service, and Texas Water Service, a utility holding company. Together, these companies provide regulated and non-regulated utility service to more than 2 million people in California, Hawaii, New Mexico, Texas, and Washington. Group’s common stock trades on the New York Stock Exchange under the symbol “CWT.” Additional information is available online at www.calwatergroup.com.
This news release containsforward-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" treatmentestablished by the Act. Forward-looking statements are based on currently available information, expectations, estimates, assumptionsand projections, and management's judgment about the Company, the water utility industry and general economic conditions. Such wordsas would, expects, intends, plans, believes, estimates, assumes, anticipates, projects, predicts, forecasts or variations of such wordsor similar expressions are intended to identify forward-looking statements. The forward-looking statements are not guarantees of futureperformance. They are subject to uncertainty and changes in circumstances. Actual results may vary materially from what is containedin a forward-looking statement. Factors that may cause a result different than expected or anticipated include, but are not limited to:ability to close the acquisition of Monterey Water Company, integrate the business, and operate the Monterey Water systemin an effective and accretive manner; natural disasters, public health crises, pandemics, epidemicsor outbreaks of a contagious disease, such as the outbreak of coronavirus (or COVID-19); governmental and regulatory commissions' decisions,including decisions on proper disposition of property; consequences of eminent domain actions relating to our water systems; changesin regulatory commissions' policies and procedures; the timeliness of regulatory commissions' actions concerning rate relief and otheractions; changes in water quality standards; changes in environmental compliance and water quality requirements; electric power interruptions;housing and customer growth trends; the impact of opposition to rate increases; our ability to recover costs; availability of water supplies;issues with the implementation, maintenance or security of our information technology systems; civil disturbances or terrorist threatsor acts; the adequacy of our efforts to mitigate physical and cyber security risks and threats; the ability of our enterprise risk managementprocesses to identify or address risks adequately; labor relations matters as we negotiate with unions; changes in customer water usepatterns and the effects of conservation; the impact of weather, climate, natural disasters, and diseases on water quality, water availability,water sales and operating results, and the adequacy of our emergency preparedness; and, other risks and unforeseen events. When consideringforward-looking statements, you should keep in mind the cautionary statements included in this paragraph, as well as the annual 10-K,quarterly 10-Q, and other reports filed from time-to-time with the Securities and Exchange Commission (SEC). The Company assumes no obligationto provide public updates of forward-looking statements.