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): January 13, 2009 (August 19,
2008)
Commission
File Number 0-8084
Connecticut
Water Service, Inc.
(Exact
name of registrant as specified in its charter)
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Connecticut
(State
or other jurisdiction of
incorporation
or organization)
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06-0739839
(I.R.S.
Employer Identification No.)
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93
West Main Street, Clinton, CT
(Address
of principal executive office)
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06413
(Zip
Code)
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(860)
669-8636
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, address and former fiscal year, 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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other
Events
Tenth Amendment to the CWC
Pension Plan
On
August 19, 2008, the Board of Directors of Connecticut Water Serivce, Inc.
("CTWS"), and its principal operating subsidiary, The Connecticut Water Company
("CWC" and collectivley with CTWS the "Company), approved the Tenth Amendment to
the amended and restated CWC Employees’ Retirement Plan effective January 1,
1997, as amended (the “CWC Pension Plan"). The Tenth Amendment was
adopted as a result of the Company’s January 2008 acquisition of the Eastern
Division of Birmingham Utilities, Inc. and permits the former employees of the
Eastern Connecticut Water Company, Inc. who became employed by the Company in
connection with the acquisition to receive credit for their service with Eastern
and/or Birmingham Utilities, Inc. for vesting purposes. A copy of the
Tenth Amendment to the CWC Pension Plan, dated August 19, 2008, is attached
hereto as Exhibit
10.1 and is hereby incorporated by reference.
Eleventh Amendment to the
CWC Pension Plan
On
November 21, 2008, the Company’s Board of Directors approved the Eleventh
Amendment to the CWC Pension Plan. The Eleventh Amendment provides
that Company employees hired on or after January 1, 2009 are not eligible to
participate in the Plan and makes certain other technical changes
thereto. A copy of the Eleventh Amendment, dated November 21, 2008,
to the CWC Pension Plan, is attached hereto as Exhibit 10.2 and is
hereby incorporated by reference.
Declaration of
Dividends
At its
January 7, 2009 meeting, the Company's Board of Directors declared a quarterly
cash dividend of $ 0.2225 per common share payable on March 16, 2009 for
shareholders of record as of March 2, 2009. In addition, the Board
also declared a quarterly cash dividend of $0.20 per share on Preferred A shares
(not publicly-traded) payable on April 15, 2009 for shareholders of record as of
April 1, 2009, and a quarterly cash dividend of $0.225 on Preferred 90 shares
(OTCBB: CTWSP) payable on May 1, 2009 for shareholders of record as of April 17,
2009.
On January 8, 2009, the Company issued
a press release describing the matters discussed above. A copy of the
Company’s press release dated January 8, 2009 is filed herewith as Exhibit 99.1 and is
hereby incorporated herein by reference.
Amendment of the Charter of
the Audit Committee
On December 1, 2008, the Audit
Committee of the Company’s Board recommended changes to the Audit Committee’s
written charter, subject to approval by the full Board. Effective
January 7, 2009, the Company’s Board of Directors approved these changes to the
Audit Committee’s charter. A copy of the Audit Committee’s
charter, dated as of January 7, 2009, will be available on the Company’s
website, www.ctwater.com, under the heading “Investor Information – Corporate
Governance.” A copy of the revised Charter is also attached hereto as
Exhibit 99.2
and is hereby incorporated by reference.
Item
9.01 Financial Statements and
Exhibits
The following are filed herewith as
exhibits hereto:
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10.1
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Tenth
Amendment, dated August 19, 2008, to the amended and restated Connecticut
Water Company Employees’ Retirement Plan, effective January 1,
1997.
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10.2
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Eleventh
Amendment, dated November 21, 2008, to the amended and restated
Connecticut Water Company Employees’ Retirement Plan, effective January 1,
1997.
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99.1
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Company
press release, dated January 8, 2009.
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99.2
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Audit
Committee Charter, dated as of January 7,
2009.
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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.
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Connecticut
Water Service, Inc.
(Registrant)
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Date: January
13, 2009
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By: /s/ David C.
Benoit
David
C. Benoit
Vice
President – Finance and
Chief
Financial Officer
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