CALIFORNIA WATER SERVICE GROUP ("COMPANY")
COMMON STOCK
TERMS AGREEMENT
June 24, 2004
To: The Underwriters identified herein
Dear Sirs:
The undersigned agrees to sell to the several Underwriters named in
Schedule A hereto for their respective accounts, on and subject to the terms and
conditions of the Underwriting Agreement dated as of August 4, 2003
("Underwriting Agreement"), the following securities ("Offered Securities") on
the following terms:
Title: Common Stock.
Number of Shares: 1,250,000 (the "Firm Shares").
Listing: New York Stock Exchange.
Purchase Price: $26.23 per share.
Initial Reoffering $27.25 per share, subject to change by
Price: the Representative.
Closing: 10 A.M. on June 29, 2004 (the "First Closing
Date"), at Xxxxxxx and Xxxxxx LLP, Chicago,
Illinois, in Federal (same day) funds. The
respective numbers of shares of the Offered
Securities to be purchased by each of the
several Underwriters are set forth opposite
their names in Schedule A hereto.
Blackout: Until 60 days after the date of the Prospectus
Supplement. Each of the executive officers and
directors of the Company have executed a
Lock-up Letter Agreement dated June 24, 2004
containing similar restrictions.
Name and Address of
the Representative: X.X. Xxxxxxx & Sons, Inc.
Xxx Xxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Over-allotment Option: In addition, on the basis of the
representations, warranties and agreements
contained in the Underwriting Agreement, and
subject to the terms and conditions therein,
the Company hereby grants an option to the
several Underwriters to purchase, severally
and not jointly, up to an aggregate of 187,500
Additional Shares, at the same purchase price
per share to be paid for the Firm Shares, for
use solely in covering any overallotments made
by the Underwriters in the sale and
distribution of the Firm Shares. The option
granted hereunder may be exercised at any time
and from time to time within 30 days after the
date of this Agreement upon notice by the
Representative to the Company setting forth
the aggregate number of Additional Shares as
to which the Underwriters are exercising the
option, the names and denominations in which
the certificates for such shares are to be
registered and the time and place at which
such certificates will be delivered. Such time
of delivery (which may not be earlier than the
First Closing Date, being herein referred to
as a "Subsequent Closing Date") shall be
determined by the Representative, but if at
any time other than the First Closing Date,
shall not be earlier than three nor later than
10 full business days after delivery of such
notice of exercise. The number of Additional
Shares to be purchased by each Underwriter
shall be determined by multiplying the number
of Additional Shares to be sold by a fraction,
the numerator of which is the number of Firm
Shares to be purchased by such Underwriter as
set forth opposite its name in Schedule A and
the denominator of which is the total number
of Firm Shares (subject to such adjustments to
eliminate any fractional share purchases as
the Representative in its absolute discretion
may make). The manner of payment for and
delivery of the Additional Shares shall be the
same as for the Firm Shares. All conditions in
Section 3 of the Underwriting Agreement
applicable to the purchase of the Offered
Securities on the First Closing Date shall be
applicable to any Subsequent Closing Date.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
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The Offered Securities will be made available for checking and
packaging at the office of Xxxxxxx and Xxxxxx LLP at least 24 hours prior to the
Closing Date.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of the following information in the Prospectus furnished on
behalf of each Underwriter: the concession and reallowance figures appearing in
the sixth paragraph under the caption "Underwriting" in the prospectus
supplement and the information regarding stabilization and over-allotment
transactions, syndicate covering transactions and penalty bids appearing in the
tenth paragraph under the caption "Underwriting" in the prospectus supplement.
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.
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Very truly yours,
CALIFORNIA WATER SERVICE GROUP
By /s/ Xxxxxxx X. Xxx
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Its: C.F.O.
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The foregoing Terms Agreement is hereby confirmed and accepted as of
the date first above written.
X.X. XXXXXXX & SONS, INC.
By /s/ Xxxxxxx X. Xxxxx
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Its: Sr. Vice President, Director of Syndicate
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XXXXXX XXXXXXXXXX XXXXX LLC
By /s/ Xxxxxxx X. Xxxxx-Xxxxxx
--------------------------------------------------------
Its: Senior Vice President, Director of Investment Banking
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XXXXXX, XXXXXXXX & COMPANY, INCORPORATED
By /s/ T. Xxxxxxx Xxxxxxxx
--------------------------------------------------------
Its: Senior Managing Director
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J.J.B. XXXXXXX, X.X. XXXXX, INC.
By /s/ L. Xxxxx Xxxxxxx
--------------------------------------------------------
Its: Vice President
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SCHEDULE A
UNDERWRITER NUMBER OF SHARES
X.X. Xxxxxxx & Sons, Inc.............................. 625,000
Xxxxxx Xxxxxxxxxx Xxxxx LLC........................... 250,000
Xxxxxx, Xxxxxxxx & Company, Incorporated.............. 250,000
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc...................... 125,000
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Total................................................. 1,250,000
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