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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 22, 2005
California Water Service Group
(Exact name of registrant as specified in its charter)
Delaware 1-13883 77-0448994
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification Number)
1720 North First Street San Jose, California 95112
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(Address of principal executive offices) (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 (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))
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Item 1.01 Entry into a Material Definitive Agreement
As previously reported, Richard D. Nye, former Chief Financial Officer of
the Company, submitted his resignation from the Company effective October 27,
2005 and the Company and Mr. Nye have since then been negotiating the terms of
separation arrangements. The Company and Mr. Nye have now agreed to a Separation
Agreement and Release dated as of December 15, 2005, which provides, among other
terms, as follows:
o payment to Mr. Nye, previously made on October 28, 2005, of final
salary through October 27, 2005, plus six weeks' unused vacation, and
one weeks' salary as termination wages;
o the amount of $137,500 minus applicable tax withholding, equivalent to
six months' salary, payable upon Mr. Nye's request made by March 31,
2006;
o continuing entitlement to any benefits accrued as of October 27, 2005
under the registrant's pension plan, supplemental executive retirement
plan, and deferred compensation plan. Mr. Nye was hired on March 1,
2003, and as such, has not vested in the pension or supplemental
executive retirement plan under the vesting terms of the respective
plans. Benefits accrued Mr. Nye under the deferred compensation plan
were solely contributed to the plan by Mr. Nye;
o payment of Mr. Nye's current medical insurance premiums for 12 months
in the aggregate amount of $6,795, less tax withholding;
o allowing Mr. Nye to purchase a company-owned, a 2003 Avalon Toyota
automobile, at a price of $17,000, which was more than trade-in value;
and
o the agreement also contains a release of any liability of the
registrant by Mr. Nye.
The agreement was revocable for seven days from the date of its execution and
became irrevocable on December 22, 2005. The above summary of the agreement is
qualified in its entirety by reference to the terms of the agreement, which is
attached as Exhibit 10 to this report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
The exhibit list called for by this item is incorporated by reference to
the Exhibit Index filed as part of this report.
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SIGNATURE
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.
Dated: December 22, 2005
CALIFORNIA WATER SERVICE GROUP
By: /s/ John S. Tootle
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John S. Tootle
Acting Vice President,
Chief Financial Officer and Treasurer
(Duly Authorized Officer)
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Exhibit Index
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Exhibit
Number Description
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10 Separation Agreement and Release between California Water Service Group and Richard
D. Nye dated as of December 15, 2005
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