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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 24, 2004
California Water Service Group
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(Exact name of registrant as specified in its charter)
Delaware 1-13883 77-0448994
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(State or Other (Commission File No.) (IRS. Employer
Jurisdiction of Incorporation) Identification No.)
1720 North First Street, San Jose, California 95112
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(Address of registrant's principal executive office) (Zip Code)
408/367-8200
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On June 24, 2004, the registrant entered into a terms agreement with A.G.
Edwards & Sons, Inc., Janney Montgomery Scott LLC, Stifel, Nicolaus & Company,
Incorporated, and J.J.B. Hilliard, W.L. Lyons, Inc. for the sale of 1,250,000
shares of the registrant's common stock, par value $0.01 per share, and
providing for a 15% over-allotment option.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The Exhibit Index on page E-1 of this Report is incorporated herein by
reference.
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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.
Date: June 24, 2004 California Water Service Group
By: /s/Richard D. Nye
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Richard D. Nye
Vice President, Chief Financial
Officer and Treasurer
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Exhibit Index
Exhibit Description
1.1 Form of Underwriting Agreement dated August 3, 2003 (incorporated by
reference to Exhibit 1.1 to the registrant's Current Report on Form 8-K
dated August 4, 2003)
1.2 Terms Agreement between California Water Service Group and A.G. Edwards
& Sons, Inc., Janney Montgomery Scott LLC, Stifel, Nicolaus & Company,
Incorporated, and J.J.B. Hilliard, W.L. Lyons, Inc. relating to the
sale of 1,250,000 shares of the registrant's common stock, par value
$0.01 per share, plus a 15% over-allotment option
5 Opinion of Bingham McCutchen LLP
23 Consent of Bingham McCutchen LLP (included in Exhibit 5)
E-1