UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2006 California Water Service Group (Exact name of registrant as specified in its charter) Delaware 1-13883 77-0448994 -------- ------- ---------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification Number) 1720 North First Street San Jose, California 95112 -------------------- ----- (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)) Item 1.01 Entry into a Material Definitive Agreement The offer letter between the registrant and its new Vice President, Chief Financial Officer and Treasurer, filed as Exhibit 10.1 to this report, is incorporated by reference herein. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. The registrant's press release dated February 22, 2006 announcing the selection of Martin A. Kropelnicki as its new Vice President, Chief Financial Officer and Treasurer, effective March 13, 2006, which is attached to this report as Exhibit 99.1, is 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. 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: March 9, 2006 CALIFORNIA WATER SERVICE GROUP By: /s/ Dan L. Stockton ------------------------ Dan L. Stockton Corporate Secretary Exhibit Index Exhibit Number Description ------ ----------- 10.1 Offer Letter between the registrant and Martin A. Kropelnicki, dated February 15, 2006 99.1 The registrant's press release dated February 22, 2006 announcing the selection of Martin A. Kropelnicki as its new Vice President, Chief Financial Officer and Treasurer, effective March 13, 2006 (incorporated by reference to Exhibit 99.1 to original report)