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 23, 2004
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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 (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1720 North First Street, San Jose, CA. 95112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 1-408-367-8200
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Not Applicable
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(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 response to this Item is incorporated by reference to the response to Item
1.02 of this report.
Item 1.02 Termination of a Material Definitive Agreement
Effective December 23, 2004, the Company entered into two unsecured credit
facilities with Bank of America, N.A. The first agreement is for a $45 million
credit facility for California Water Service Company (Cal Water), a 100% owned
subsidiary of the registrant. The second agreement is for a $10 million credit
facility for California Water Service Group (Group) and its other wholly-own
subsidiaries. Interest under both agreements is variable based on margin spreads
against either the bank's prime rate or the London Inter-Bank Offered Rate
(LIBOR). Both agreements require a consecutive 30-day out- of- debt period
during any 24 month consecutive period. In addition, the Cal Water and the Group
agreements require the borrowing balance to be below $10 million and $5 million,
respectively, for a 30-day consecutive period for any 12 month consecutive
period. Both agreements have a covenant requiring debt as a percent of total
capitalization to be less than 67%. The agreements include usual and customary
covenants for credit facilities of this type, including specific use of funds,
reporting requirements, limitations on other debts, limitations on liens and
maintenance of assets. Repayment of borrowings under the agreements may be
accelerated in the event of failure to make payment and breach of certain
covenants. The agreements terminate April 30, 2007.
These new agreements terminate and replace two credit facilities, as amended,
both dated February 28, 2003. At the time of the termination, the first
agreement was for $45 million for California Water Service Company and the
second was for $10 million for California Water Service Group and its other
wholly-owned subsidiaries. These terminated agreements would have expired April
30, 2005. No borrowings were outstanding under the terminated agreements at the
time of their termination and no early termination penalties were incurred. The
first credit facility had a letter of credit of $0.5 million outstanding at time
of termination, which was transferred to the new facility.
The primary purpose of the credit agreements is to provide short-term financing
to meet seasonal needs of the business. In addition, the facilities are used to
provide short-term financing for capital expenditures and acquisitions until
long-term financing is obtained.
The foregoing summary of the terms of the agreements does not purport to be
complete and is qualified in its entirety by reference to the agreements
attached hereto as exhibits.
Item 2.03 Creation of a Direct Financial Obligation
The registrant incorporates by reference the information submitted under Item
1.01 above with respect to entry into the credit agreements. As no borrowings
have yet been made under the credit agreement, no material direct financial
obligation has arisen or been created under either facility.
Item 9.01 Financial Statements and Exhibits.
The exhibit list is incorporated by reference to the Exhibit Index included with
this report.
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SIGNATURES
Pursuant to the requirement 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.
CALIFORNIA WATER SERVICE GROUP
(Registrant)
Date: February 8, 2005 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
Number Description of Exhibits
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10.1 $10,000,000 Business Loan Agreement between Bank of
America, N.A. and California Water Service Group, CWS
Utility Services, New Mexico Water Service Company,
Washington Water Service Company, and Hawaii Water
Service Company, Inc dated December 23, 2004.
10.2 $45,000,000 Business Loan Agreement between Bank of
America, N.A. and California Water Service Company
dated December 23, 2004.
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