------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0060 Expires: March 31, 2006 Estimated average burden hours per response. . .2.64 ------------------------------ 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): June 24, 2004 California Water Service Group ------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-13883 77-0448994 -------- ------- ---------- (State or Other (Commission File No.) (IRS. Employer Jurisdiction of Incorporation) Identification No.) 1720 North First Street, San Jose, California 95112 - --------------------------------------------- ----- (Address of registrant's principal executive office) (Zip Code) 408/367-8200 ------------ (Registrant's telephone number, including area code) --------------------------------------------------- (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. 2 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 -------------------- Richard D. Nye Vice President, Chief Financial Officer and Treasurer 3 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