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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 6, 2000
CONNECTICUT WATER SERVICE, INC.
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(Exact name of Registrant as specified in its charter)
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CONNECTICUT 0-8084 06-0739839
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
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93 West Main Street, Connecticut 06413-0562
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(860) 669-8630
N/A
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(Former name or former address, if changed since last report)
This is Page 1 of 77 pages.
The Exhibit Index is on Page 4
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Item 5. Other Events.
Connecticut Water Service, Inc. (the "Company") announced on December
6, 2000 that it had entered into a merger agreement (the "Merger Agreement") to
acquire Barnstable Holding Company ("Barnstable"), the majority owner of
Barnstable Water Company, a water company providing water services to more than
7,200 customers in Barnstable, Massachusetts with 1999 revenues of approximately
$2,600,000, and BARLACO, Inc., a separate real estate company owning more than
100 acres of residential and commercial land in Hyannis and Barnstable,
Massachusetts. The Company recently completed its requisite due diligence under
the Merger Agreement and on December 5, 2000 reached substantial agreement on
the terms of a waiver from one of Barnstable's principal lenders which is
required before the transaction could proceed.
Under the terms of the Merger Agreement, the Company plans to issue
approximately 213,000 shares of its common stock (NASDAQ:CTWS) in exchange for
all of the issued and outstanding common shares of Barnstable. The merger is
expected to qualify as a tax-exempt stock exchange and is expected to be
accorded "pooling of interests" accounting treatment. The merger is subject to
approval by Barnstable's stockholders and is expected to be completed in the
first quarter of 2001. The Company expects to file a registration statement on
Form S-4 with respect to the transaction prior to the end of 2000.
A copy of the Company's press release dated December 6, 2000 is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy
of the Merger Agreement is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
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Exhibit No. Exhibit
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99.1 Company Press Release, dated December 6,
2000.
99.2 Agreement and Plan of Merger, dated as of
October 4, 2000, by and among the Company,
CWS Barnstable Acquisition Corp. a
Connecticut corporation and wholly-owned
subsidiary of the Company, and Barnstable
Holding Company, a Delaware corporation.
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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.
a Connecticut corporation
Date: December 6, 2000 By: /s/ David C. Benoit
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Name: David C. Benoit
Title: Vice President - Finance
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EXHIBIT INDEX
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Exhibit No. Description Page No.
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99.1 Company Press Release, dated as of
December 6, 2000. 5
99.2 Agreement and Plan of Merger, dated as of
October 4, 2000, by and among the Company,
CWS Barnstable Acquisition Corp. a
Connecticut corporation and wholly-owned 7
subsidiary of the Company, and Barnstable
Holding Company, a Delaware corporation.
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