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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X| Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
California Water Service Group
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 3) (set forth the amount on
which the filing fee is calculated and state how it was
determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
SEC Persons who are to respond to the collection of information contained
1913 in this form are not required to respond unless the form displays a
(4-04) currently valid OMB control number.
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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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): April 7, 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.
In response to this Item, the registrant incorporates by reference the response
to Item 8.01 of this report.
Item 8.01 Other Events.
Prohibition on Option Repricing
In the registrant's proxy statement dated March 25, 2005 for its annual meeting
of stockholders to be held on April 27, 2005 one of the proposals submitted for
stockholder vote at the meeting is the registrant's Equity Incentive Plan. Among
other things, the Plan provides for the issuance of stock options. Upon the
recommendation of the registrant's Compensation Committee, the registrant's
Board of Directors has determined that an option issued under the Plan will not
be repriced by lowering the option exercise price or by cancellation of an
outstanding option with a subsequent replacement or re-grant of an option with a
lower exercise price, unless such action has been approved by the registrant's
stockholders.
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: April 7, 2005
CALIFORNIA WATER SERVICE GROUP
By: /s/ Peter C. Nelson
-----------------------------
Peter C. Nelson
President and Chief Executive Officer
(Duly Authorized Officer)