<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
American States Water Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------
<PAGE> 2
AMERICAN STATES WATER COMPANY
630 EAST FOOTHILL BOULEVARD
SAN DIMAS, CALIFORNIA 91773
MARCH 24, 1999
Dear American States Water Company Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
American States Water Company on Tuesday, April 27, 1999, at 10:00 a.m., Pacific
Time. The Annual Meeting will be held at the Industry Hills Sheraton, One
Industry Hills Parkway, City of Industry, California.
This is the first Annual Meeting for shareholders of American States Water
Company and I am personally delighted to be a part of it. In addition to the
formal items of business to be brought before the meeting, there will be a
report on your Company's operations during 1998, followed by a brief question
and answer period.
Your participation in the Company's business is important, regardless of the
number of shares you hold. It is important that each shareholder, whether or not
expecting to attend the meeting in person, sign, date, and promptly return the
enclosed proxy in the enclosed postage-paid envelope or, for our holders of
record of Common Shares, utilize the convenient option of voting by telephone.
Sincerely,
/s/ W. V. Caveney
---------------------------
W.V. Caveney
Chairman of the Board
<PAGE> 3
AMERICAN STATES WATER COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS -- APRIL 27, 1999
Dear American States Water Company Shareholder:
The Annual Meeting of the shareholders of American States Water Company, a
California corporation (the "Company"), will be held at the Industry Hills
Sheraton, One Industry Hills Parkway, City of Industry, California on Tuesday,
April 27, 1999, at 10:00 a.m., Pacific time, for the following purposes:
1. To elect three Class I directors to the Board of Directors of the
Company to serve until their successors are elected and qualified; and
2. To transact any other business which may properly come before the
meeting or any adjournment thereof.
The Board of Directors has nominated the following individuals for election
as Class I directors: James L. Anderson, Anne M. Holloway and Floyd E. Wicks.
The Board of Directors has fixed the close of business on February 26,
1999, as the record date for the determination of shareholders entitled to
notice of and to vote at this meeting or any adjournment thereof.
By order of the Board of Directors,
/s/ McClellan Harris III
-----------------------------------
McClellan Harris III
Secretary
San Dimas, California
March 24, 1999
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
DESCRIPTION PAGE
----------- ----
<S> <C>
General Information......................................... 1
Solicitation of Proxy and Revocability; Voting Securities... 1
Election of Directors....................................... 3
Section 16(a) Beneficial Ownership Reporting Compliance..... 6
Certain Relationships and Related Transactions.............. 6
Executive Officers -- Experience, Security Ownership and
Compensation.............................................. 8
Pension Plan................................................ 11
Deferred Compensation Plan for Directors and Executives..... 12
Compensation Committee Interlocks and Insider
Participation............................................. 12
Report on Executive Compensation............................ 12
Performance Graph........................................... 14
Security Ownership of Certain Beneficial Owners............. 15
Relationship with Public Accountants........................ 15
Other Matters............................................... 15
Proposals for Next Annual Meeting........................... 15
Additional Information...................................... 15
</TABLE>
i
<PAGE> 5
GENERAL INFORMATION
INTRODUCTION
This Proxy Statement/Prospectus is furnished in connection with the
solicitation by the Board of Directors of American States Water Company (the
"Company") of proxies to be voted at the Annual Meeting of Shareholders of the
Company (the "Annual Meeting") and any adjournments thereof.
At the Annual Meeting, shareholders will be asked to elect three Class I
directors to serve until the Annual Meeting of Shareholders held in 2001 and
until their successors are elected and qualified.
SOLICITATION OF PROXY AND REVOCABILITY; VOTING SECURITIES
DATE, TIME AND PLACE OF ANNUAL MEETING
The Annual Meeting will be held on April 27, 1999 at 10:00 a.m. Pacific
time at the Industry Hills Sheraton, One Industry Hills Parkway, City of
Industry, California.
RECORD DATE AND VOTING RIGHTS
Only holders of record of Company stock at the close of business on
February 26, 1999 (the "Record Date") are entitled to notice of and to vote at
the Annual Meeting. At the Record Date, the Company's outstanding voting
securities were 81,600 Preferred Shares and 8,957,671 Common Shares. Each
Preferred Share is entitled to one vote and each Common Share is entitled to
one-tenth of a vote. Except as otherwise provided in the Company's Articles of
Incorporation, as amended, and under applicable law, common and preferred
shareholders vote together as a single class.
Votes cast by proxy or in person at the Annual Meeting will be counted by
an inspector of election appointed by the Board of Directors to act as an
election inspector for the Annual Meeting. Shares represented by proxies that
reflect abstentions will be treated as present and entitled to vote for purposes
of determining the presence of a quorum. Abstentions, however, will not
constitute a vote "for" or "against" any matter.
The inspector of election will treat shares referred to as "broker
non-votes" (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
and as to which the broker has physically indicated on the proxy that the broker
or nominee does not have discretionary power to vote on a particular matter) as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matter as to which the broker has physically indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered present for quorum purposes and may be entitled to vote on
other matters). Any unmarked proxies, including those submitted by brokers or
nominees, will be voted as indicated in the accompanying proxy card.
In the election of directors, the candidates for election receiving the
highest number of affirmative votes of the shares entitled to be voted for them,
up to the number of directors to be elected, will be elected. Votes cast against
a candidate or votes withheld will have no legal effect. No shareholder will be
entitled to cumulate votes (i.e., cast for any candidate a number of votes
greater than the number of such shareholder's shares in the case of Preferred
Shares or one-tenth that number in the case of Common Shares) unless such
candidate's name has been placed in nomination prior to the voting and the
shareholder has given notice at the meeting, prior to the voting, of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates who have been nominated. If voting for directors is conducted by
cumulative voting, each share will be entitled to the number of votes equal to
the number of directors authorized times the number of votes to which such share
is otherwise entitled, which votes may be cast for a single candidate or may be
distributed among two or more candidates in whatever proportion the shareholder
may desire. The accompanying proxy card will grant the named proxies
discretionary authority to vote cumulatively, if cumulative voting applies. In
such event, unless otherwise instructed, the named proxies intend
1
<PAGE> 6
to vote equally FOR each of the three candidates for the office of director;
provided, however, that if sufficient numbers of Company shareholders exercise
cumulative voting rights to elect one or more candidates, the named proxies will
determine the number of directors they are entitled to elect, select such number
from among the named candidates, cumulate their votes, and cast their votes for
each candidate among the number they are entitled to elect. If voting is not
conducted by cumulative voting, each Preferred Share will be entitled to a vote
and each Common Share will be entitled to one-tenth of one vote, and
shareholders having a majority of the voting power exercised at the meeting will
be able to elect all of the directors if they choose to do so. In that event,
the other shareholders will be unable to elect any director or directors.
Assuming the presence of a quorum, the shareholders present at the meeting
may continue to do business until adjournment, notwithstanding the withdrawal of
shareholders holding sufficient voting power to leave less than a quorum, if any
action taken (other than adjournment) is approved by at least a majority of the
voting power required to constitute a quorum.
VOTING BY PROXY
Regardless of whether or not shareholders plan to attend the meeting in
person, all shareholders of the Company are urged to use the enclosed proxy card
to vote their shares. All proxies that are properly executed and returned,
unless revoked, will be voted at the Annual Meeting in accordance with the
instructions indicated thereon or, if no direction is indicated FOR the election
of the Board's nominees as directors. The execution of a proxy will not affect
the right to attend the Annual Meeting and vote in person. A person who has
given a proxy may revoke it at any time before it is exercised at the Annual
Meeting by filing with the Company a written notice of revocation of a proxy
bearing a later date or by attendance at the Annual Meeting and voting in person
(or presenting at the meeting such written notice of the revocation of the
proxy). Attendance at the Annual Meeting will not, by itself, revoke a proxy.
The proxies may also be voted for a substitute nominee or nominees in the event
any one or more of the director nominees named under "Item 1 -- Election of
Directors" will be unable to serve for any reason or be withdrawn from
nomination, a contingency not now anticipated. Shares for which duly executed
proxies are received will be voted according to the Board's best judgment upon
such other matters as may properly come before the Annual Meeting or any
adjournment thereof.
ADJOURNMENTS
The Annual Meeting may be adjourned, even if a quorum is not present, by a
majority of the votes of shareholders represented at the Annual Meeting in
person or by proxy. In the absence of a quorum at the Meeting, no other business
may be transacted at the Meeting.
Notice of the adjournment of a meeting need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken,
provided that if the adjournment is for more than 45 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting will be given to each shareholder of record entitled to
vote at the meeting. At adjourned meetings, any business may be transacted which
might have been transacted at the original meeting.
SOLICITATION OF PROXIES
The accompanying proxy relating to the meeting is being solicited by the
Board of Directors of the Company for use at the Annual Meeting. This statement
and the accompanying proxy are being sent to shareholders on or about March 24,
1999.
The Company will bear the entire cost of preparing, assembling, printing
and mailing these proxy statements, the proxies and any additional materials
which may be furnished by the Board to shareholders. The solicitation of proxies
will be made by the use of the U.S. postal service and may also be made by
telephone, through the internet, or personally, by directors, officers and
regular employees of the Company who will receive no extra compensation for such
services.
2
<PAGE> 7
ITEM 1 -- ELECTION OF CLASS I DIRECTORS
The Company's Articles of Incorporation provides that classification of the
Board will apply to every election of directors for so long as at least six
directors are authorized under the Company's Bylaws and the Company's Common
Shares are listed on the New York Stock Exchange. The Company's Bylaws provide
that the Board of Directors shall consist of not less than five and not more
than nine directors, with the exact number of directors currently set at seven.
So long as the Board continues to consist of at least six, but less than nine
and the Company's Common Shares are listed on the New York Stock Exchange,
directors will serve for a term of two years, and one-half of the directors (or
as near to one-half as practicable) will be elected each year.
Under the Company's bylaws, the Board of Directors could increase the
authorized number of directors to up to nine without obtaining shareholder
approval. In the event that the number of directors increases during any period
that the Company's Common Shares are listed on the New York Stock Exchange, the
increase will be apportioned by the Board between the classes of directors to
make each class as nearly equal as possible. If the number of authorized
directors is increased to at least nine during any period that the Company's
Common Shares are listed on the New York Stock Exchange, the directors will be
apportioned by the Board among three classes, each consisting of one-third of
the directors or as close an approximation as possible, directors will serve for
a term of three years, and one-third of the directors (or as near to one-third
as practicable) will be elected each year. If the number of authorized directors
is decreased to less than five, then the Board will cease to be classified,
provided that a decrease in the number of directors cannot shorten the term of
any incumbent director. Vacancies in the Board, except those existing as a
result of a removal of a director, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, and each
director so elected will hold office until the next annual meeting and until
such director's successor has been elected and qualified. The Company's
shareholders may elect a director or directors at any time to fill any vacancy
or vacancies not filled by the directors.
Pursuant to California law, members of the Board of Directors may be
removed by the Board of Directors for cause (defined to be a felony conviction
or court declaration of unsound mind), by the shareholders without cause or by
court order for fraudulent or dishonest acts or gross abuse of authority or
discretion. Generally no director may be removed by the shareholders if the
votes cast against such removal (or, if done by written consent, the votes
eligible to be cast by the non-consenting shareholders) would have been
sufficient to elect such director if voted cumulatively at an election at which
the same total number of votes were cast (or, if the action is taken by written
consent, all shares entitled to vote were voted) and the entire number of
directors authorized at the time of the director's most recent election were
then being elected (the "Relevant Number of Directors"). The Relevant Number of
Directors, in the case of classified boards, is the greater of (i) the number of
directors elected at the most recent annual meeting of shareholders and (ii) the
number sought to be removed.
Three directors have been nominated for election as Class I directors for a
two-year term expiring at the end of the Annual Meeting of Shareholders in 2001,
or until their successors are elected and qualified. The terms of the remaining
directors will continue as indicated below.
The ages of the directors reported below are as of April 26, 1999.
3
<PAGE> 8
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE
FOR EACH OF THE NOMINEES FOR CLASS I DIRECTORS LISTED BELOW.
NOMINEES FOR TERMS EXPIRING IN 2001
PHOTO
JAMES L. ANDERSON, Senior Vice President, since September
1996, of Americo Life Inc. located in Laguna Hills,
California. Prior to its acquisition by Americo Life Inc., Mr.
Anderson had served as President and Chief Executive Officer,
since 1986, of Fremont Life Insurance Company. Mr. Anderson
has, at various times from 1982 to 1986, served as President
and Chief Operating Officer of Fremont Insurance Services,
Chairman and Chief Operating Officer of Physicians & Surgeons
Underwriting Corporation and Founder, Chairman and Chief
Executive Officer of Hospital Insurance Services, a management
company for hospital medical malpractice and general liability
programs throughout California. From 1975 to 1982, Mr.
Anderson served as President and Chief Operating Officer of
National American Insurance Company of California, a property
and casualty company. Mr. Anderson, age 55, is a member of the
Company's Compensation and Business Opportunities Committees
and has served as a director of the Company since 1997.
PHOTO
ANNE M. HOLLOWAY, Vice President of Peterson Worldwide,
LLC, a provider of consulting services to Fortune 500
companies, governments and governmental agencies. Mrs.
Holloway was employed by The Resolution Group, a subsidiary of
Xerox Financial Services, from 1992 to 1998 serving in various
executive capacities. Prior to joining The Resolution Group,
Mrs. Holloway was employed for nine years in various
management positions with Shawmut National Corporation, a
financial service company. Mrs. Holloway, age 47, is a member
of the Business Opportunities Committee and the Compensation
Committee and has served as a director since 1998.
PHOTO
FLOYD E. WICKS, President and Chief Executive Officer of
the Company since April, 1992. Mr. Wicks served as President
of the Company from April, 1990 to March, 1992 and as Vice
President of Operations from January, 1988 to March, 1990. Mr.
Wicks, age 55, is a member of the Company's Business
Opportunities Committee, and Nominating and Governance
Committee and has served as a director of the Company since
1990.
4
<PAGE> 9
DIRECTORS WHOSE TERMS EXPIRE IN 2000
PHOTO
JEAN E. AUER, Consultant to the San Francisco Estuary
Project since 1990, member of the Board of Directors of the
Water Education Foundation and Vice-Mayor of the town council
of Hillsborough, California. Mrs. Auer has previously served
as a member of the National Drinking Water Advisory Board to
the United States Environmental Protection Agency, a member of
the California State Water Resources Control Board and a
member of both the Central Coast and the San Francisco
Regional Water Quality Control Boards. Mrs. Auer, age 62, is a
member of the Company's Audit and Finance, Compensation,
Nominating and Governance and Business Opportunities
Committees and has served as a director of the Company since
1995.
PHOTO
N.P. DODGE, JR., President of the N.P. Dodge Company, a
full service real estate concern in Omaha, Nebraska. Mr.
Dodge, age 62, is a director of the Omaha Public Power
District and is a director of Bridges Investment Fund. Mr.
Dodge is a member of the Company's Compensation Committee and
Chairman of the Audit and Finance Committee and has served as
a director of the Company since 1990.
PHOTO
ROBERT F. KATHOL, Executive Vice President of
Kirkpatrick, Pettis, Smith, Polian, Inc., an investment
banking firm in Omaha, Nebraska. Mr. Kathol, age 58, is a
member of the Company's Compensation, and Audit and Finance
Committees and has served as a director of the Company since
1995.
PHOTO
LLOYD E. ROSS, Managing Partner of Invermex, L.P., a
company developing hotels in the southwestern United States
and northern Mexico. For more than 35 years prior to his
current position, Mr. Ross was associated with SMI
Construction Co., a commercial and industrial general
contracting firm in Irvine, California, having served as its
President and Chief Executive Officer since 1976. Mr. Ross,
age 58, also is a director of PacifiCare Health Systems. Mr.
Ross is a member of the Company's Compensation Committee and
Chairman of the Company's Nominating and Governance Committee
and Business Opportunities Committee and has served as a
director of the Company since 1995.
CURRENT DIRECTOR NOT STANDING FOR ELECTION
PHOTO
WILLIAM V. CAVENEY, Chairman of the Board of Directors of
the Company since April, 1992. Mr. Caveney was Chairman of the
Board and Chief Executive Officer of the Company from April,
1990 to March, 1992 and President and Chief Executive Officer
of the Company from April, 1982 to March, 1990. Mr. Caveney,
age 72, is Chairman of the Company's Compensation Committee
and a member of the Business Opportunities Committee and has
served as a director of the Company since 1980. Mr. Caveney
has reached the mandatory retirement age from the Company's
Board of Directors and is not eligible for, nor is he seeking,
re-election in 1999.
5
<PAGE> 10
No Nominee is or has been employed in his or her principal occupation or
employment during the past five years by the Company or other organization that
is a parent, subsidiary or affiliate of the Company, other than Mr. Caveney and
Mr. Wicks whose relationships are as previously described.
The following table sets forth, as of February 26, 1999, the beneficial
ownership of Common Shares of the Company by each of the Company's current
directors. No current director owns any of the Company's Preferred Shares.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF CLASS
NAME BENEFICIAL OWNERSHIP BENEFICIALLY HELD
---- -------------------- ------------------
<S> <C> <C>
James L. Anderson.................. 2,285 *
Jean E. Auer....................... 2,040 *
William V. Caveney................. 8,201 *
N.P. Dodge, Jr..................... 4,000 *
Anne M. Holloway................... 0 *
Robert F. Kathol................... 1,750 *
Lloyd E. Ross...................... 1,078 *
Floyd E. Wicks..................... 5,080 *
</TABLE>
- ---------------
* Less than one percent
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During 1998, one report required by Section 16(a) of the Exchange Act
related to Anne M. Holloway on her election as a director of the Company was not
timely filed. The required report has subsequently been filed.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board of Directors has an Audit and Finance Committee, a Nominating and
Governance Committee, a Compensation Committee and a Business Opportunities
Committee. There is no Executive Committee.
The Audit and Finance Committee provides advice and assistance to the Board
of Directors on accounting and financial reporting practices of the Company. The
Committee reviews the scope of audit work and findings of the firm of
independent public accountants who serve as auditors of the Company and also
monitors the work of the Company's internal auditors. The Committee also reviews
the qualifications of and recommends to the Board of Directors a firm of
independent auditors and reviews and approves fees charged by the independent
auditors.
The Nominating and Governance Committee assesses qualifications of and
makes recommendations as to candidates to fill vacancies on the Board of
Directors. The Nominating and Governance Committee will consider nominations of
persons for election to the Board of Directors recommended by shareholders. In
order to submit a nomination to the Nominating and Governance Committee, such
nomination must be submitted in writing and addressed to the Office of the
Secretary at the Company's corporate headquarters.
The Compensation Committee reviews and makes recommendations to the Board
of Directors as to appropriate compensation for the President and other
executive officers of the Company and determines the awards to be made under the
Company's Key Executive Long-Term Incentive Plan (see table and accompanying
footnotes beginning on page 10).
The Business Opportunities Committee reviews potential changes to the
regulated and non-regulated operations of the Company including acquisitions,
divestitures, joint ventures and partnerships and makes recommendations to the
Board of Directors as to the financial and operational impact of such changes.
6
<PAGE> 11
Outside directors (presently all directors except Messrs. Caveney and
Wicks) are currently paid an annual retainer of $15,000, payable in equal
monthly installments. In addition, each such director receives a $1,200 fee for
each meeting attended, although the regular and organizational meetings of the
board in April are deemed one meeting for purposes of the per-meeting fee. In
addition each outside director who is a member of the Compensation Committee,
Nominating and Governance Committee, Audit and Finance Committee or Business
Opportunities Committee receives a $1,000 fee for each meeting attended and the
chairperson of each committee, if an outside director, receives an additional
fee of $200 for each committee meeting attended.
Chairman of the Board Caveney earned $50,000 as chairman during 1997.
President Wicks was compensated as an officer of the Company. Neither Mr.
Caveney nor Mr. Wicks received separate compensation as directors.
During 1998, directors met as a board 5 times. The Audit and Finance
Committee, consisting of Jean E. Auer, N.P. Dodge, Jr. and Robert F. Kathol met
4 times in 1998; the Compensation Committee, consisting of W.V. Caveney, James
L. Anderson, Jean E. Auer, N.P. Dodge, Jr., Anne M. Holloway, Lloyd E. Ross and
Robert F. Kathol met 3 times in 1998; the Nominating and Governance Committee,
consisting of Jean E. Auer, Lloyd E. Ross and Floyd E. Wicks, met 3 times during
1997; and the Business Opportunities Committee, consisting of Lloyd E. Ross,
James L. Anderson, Jean E. Auer, W.V. Caveney, Anne M. Holloway, and Floyd E.
Wicks, met 3 times in 1998. No director attended less than 75% of the board
meetings and other committee meetings on which such director serves.
7
<PAGE> 12
EXECUTIVE OFFICERS
EXPERIENCE, SECURITY OWNERSHIP AND COMPENSATION
In addition to Chairman Caveney (information about whose business
experience and beneficial share ownership is set forth on page 5), the Company
had nine executive officers as of December 31, 1998. Information regarding the
identities, business experience and beneficial ownership of shares of such
individuals is shown in the following table and footnotes thereto:
<TABLE>
<CAPTION>
HELD CURRENT COMMON SHARES PERCENT
PRINCIPAL OCCUPATION AND EXPERIENCE POSITION BENEFICIALLY OF
NAME DURING THE PAST FIVE YEARS AGE SINCE OWNED CLASS
---- ----------------------------------- --- ------------ ------------- -------
<S> <C> <C> <C> <C> <C>
Floyd E. Wicks(1) President and Chief Executive 55 April 1992 5,080 *
Officer
McClellan Harris III(1) Chief Financial Officer, Vice 47 April 1997 1,082 *
President -- Finance, Treasurer and
Secretary. Vice President and
Treasurer from October 1996.
Treasurer from April 1994.
Joel A. Dickson(2) Vice President -- Business 46 April 1997 4,912 *
Development. Vice President --
Customer Service of Region III from
April 1994.
Donald K. Saddoris(3) Vice President -- Customer Service 55 April 1994 3,630 *
of Region I.
Randell J. Vogel(3)(4) Vice President -- Customer Service 63 May 1997 1,758 *
of Region II. Vice
President -- Customer and
Operations Support from April 1994.
Joseph F. Young(3)(4) Vice President -- Customer Service 53 January 1999 11,433 *
of Region II. Vice
President -- Government Affairs
from April 1997. Vice President --
Regulatory Affairs from April 1994.
James B. Gallagher(3) Vice President -- Customer Service 44 April 1997 2,156 *
of Region III. Chief Financial
Officer, Vice President -- Finance
and Secretary from April 1994.
Denise L. Kruger(3) Vice President -- Water Quality. 35 January 1998 1,248 *
Manager -- Quality Assurance from
January 1997. Water Quality Manager
from October 1992.
Susan L. Conway(3) Vice President -- Regulatory 38 January 1998 1,380 *
Affairs. Manager of Regulatory
Affairs from February 1990.
</TABLE>
- ---------------
* Denotes less than one percent.
(1) Holds same titles in Southern California Water Company and American States
Utility Services, Inc.
(2) Holds same title in American States Utility Services, Inc. and title of Vice
President -- Customer and Operations Support in Southern California Water
Company.
(3) Title in Southern California Water Company only.
(4) Mr. Vogel retired from the Company in February 1999. Mr. Young assumed his
responsibilities.
8
<PAGE> 13
Directors and executive officers of the Company as a group beneficially own
52,033 Common Shares of the Company, which is less than one percent of the total
shares outstanding. No director or executive officer of the Company owns any of
the Company's outstanding Preferred Shares.
The following table sets forth information on compensation of the Company's
Chief Executive Officer and its four most highly compensated executive officers
for the three most recent calendar years:
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL ------------
COMPENSATION ALL OTHER
------------ LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY(1) PAYOUTS(2) (3)
--------------------------- ---- ------------ ------------ ---------------
<S> <C> <C> <C> <C>
Floyd E. Wicks -- 1998 $325,493 $ 9,954 $ 8,962
President and Chief Executive Officer 1997 297,992 8,521
1996 279,054 28,910
Randell J. Vogel -- 1998 189,059 3,965 6,688
Vice President -- Customer Service of Region 1997 171,735 6,308
II
1996 157,349 19,250
Joel A. Dickson -- 1998 189,068 4,583 7,704
Vice President -- Business Development 1997 170,909 7,361
1996 154,626 19,682
McClellan Harris III -- 1998 163,481 4,686
Chief Financial Officer, Vice 1997 138,623 5,998
President -- Finance,
Treasurer and Corporate Secretary 1996 90,476 4,264
Donald K. Saddoris -- 1998 165,856 3,120 7,651
Vice President -- Customer Service of Region I 1997 151,705 6,840
1996 145,744 6,246
</TABLE>
- ---------------
(1) The executive officers of the Company receive certain perquisites, including
the personal use of a Company-owned vehicle and personal computer. The
aggregate amount of such perquisites received by each named officer does
not, in the case of any such named officer, exceed 10% of the total annual
salary of such officer.
(2) The Company has a Key Executive Long-Term Incentive Plan (LTIP), the
provisions of which became effective on January 1, 1995. Any payouts, which
are made in cash or Common Shares of the Company, are made in the year
following the end of a three-year performance cycle. The amounts paid out
under the LTIP in 1998 were for the 1995-1997 performance cycle.
(3) Includes payment by the Company of the premium on business travel and
accident policy of $39 per person per year and payment by the Company of the
premium for group life insurance of $150 per person per year and, in 1996
only, a special award authorized by the Board of Directors. The balance
represents the Company's matching contribution to the 401(k) Plan for the
benefit of each named officer.
9
<PAGE> 14
The Company currently has no other bonus, profit sharing, stock option,
stock appreciation right or other remunerative program (other than pension and
welfare benefits) in effect. The Company implemented a Key Executive Long Term
Incentive Plan (the "Plan") effective as of January 1, 1995 (see footnote 2
above). The following table sets forth information about this Plan for the
three-year performance cycle that began January 1, 1999.
<TABLE>
<CAPTION>
PERFORMANCE
OR OTHER ESTIMATED FUTURE PAYOUTS UNDER
PERIOD UNTIL NON-STOCK PRICE-BASED PLANS (2)
MATURATION -------------------------------
OR PAYOUT THRESHOLD TARGET MAXIMUM
NAME AND PRINCIPAL POSITION (1) ($) ($)(4) ($)(3)
--------------------------- ------------ --------- ------ --------
<S> <C> <C> <C> <C>
Floyd E. Wicks -- 3 years $18,000 N/A $120,000
President and Chief Executive Officer
Joel A. Dickson -- 3 years 8,800 N/A 52,800
Vice President -- Business Development
Donald K. Saddoris -- 3 years 7,650 N/A 45,900
Vice President -- Customer Service of Region I
Randell J. Vogel -- 3 years 8,800 N/A 52,800
Vice President -- Customer and Operations
Support
McClellan Harris III -- 3 years 7,100 N/A 42,600
Chief Financial Officer, Vice President-Finance,
Treasurer and Corporate Secretary
</TABLE>
- ---------------
(1) It is intended, but not required, under the Company's Key Executive
Long-Term Incentive Plan that a three-year performance cycle (as such cycle
is defined in the Plan, the "Performance Cycle") until payout of the awards
under the Plan will begin to run at the start of each calendar year. The
information presented in the table above is for the three-year performance
cycle that began January 1, 1997. Payment of awards is to be made as soon as
practicable after the end of the Performance Cycle to which they relate. If
Termination of Service (as defined in the Plan) of a participant occurs
during a Performance Cycle for any reason other than death, disability,
normal retirement or early retirement, the participant will forfeit the
opportunity to receive an award for that Performance Cycle. If a participant
dies, becomes disabled or retires during a Performance Cycle, the
participant will be eligible to receive a pro rata award (based on the
number of days the participant was employed substantially full-time during
that Performance Cycle) for that Performance Cycle. The Plan also contains
provisions for the payment of awards if there is a change of control of the
Company (as defined in the Plan) before the end of a Performance Cycle.
(2) Awards under the Plan are established as a percentage of each Plan
participant's annual base salary and are payable in cash and/or Company
Common Shares. Awards for the Performance Cycle that began in 1997 will be
based on the Company's ranking, expressed as a percentile, for growth in
earnings per share and total shareholder return relative to the
corresponding measures for the companies that comprise the Peer Group
referred to on page 14. A ranking below the 40th percentile among the
companies in the Peer Group with respect to either performance measure will
result in no award with respect to that measure, while the maximum award for
either performance measure will be paid for a ranking at or above the 75th
percentile with respect to that measure. Awards will be reduced if the
Company's return on equity falls more than 50 basis points below the
Company's Authorized Rate of Return (as defined in the Plan), and awards
will not be paid at all if the Company's share price at the end of a
Performance Cycle is less than 80% of its price at the beginning of that
cycle.
(3) Figures listed represent the amount of awards that would be payable to the
executives if the Company were to achieve a ranking among the Peer Group at
the 40th percentile (Threshold) and for any percentile at or above the 75th
percentile (Maximum) for each of the performance measures. The Plan also
specifies awards for performance at the 50th and 60th percentiles with
respect to each of the performance measures. Awards for performance at
percentiles between such stated percentiles will be calculated by linear
interpolation.
10
<PAGE> 15
(4) Participants in the Plan are not assigned a "target" award. Rather, awards
are variable depending upon the Company's performance with respect to each
of the performance measures for the Performance Cycle (see footnote (3)
above).
PENSION PLAN
Southern California Water Company maintains a noncontributory, defined
benefit pension plan. Benefits are determined under a formula applied uniformly
to all employees, regardless of position, and amounts depend on length of
service and the average of the five highest consecutive years of compensation
earned. For purposes of pension calculations, compensation includes salary and
all other compensation but excludes the value of personal use of Company
vehicles and other perquisites. An employee who terminates employment after
having at least five years of service with the Company has a vested interest in
the plan.
Annual benefits payable at retirement (at age 65 or beyond) are reduced by
a percentage of primary social security benefits based upon years of credited
service and are payable monthly. The following table illustrates the estimated
annual benefits payable upon retirement for persons in the earnings
classifications with years of service as shown, excluding the Social Security
deduction, for employees in the Southern California Water Company Pension Plan
and the Southern California Water Company Pension Restoration Plan.
<TABLE>
<CAPTION>
AVERAGE ANNUAL BENEFITS BASED ON LENGTH OF SERVICE
SALARY FOR HIGHEST ---------------------------------------------------------------
CONSECUTIVE FIVE YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- ---------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 75,000 $22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500 $ 60,000
100,000 30,000 40,000 50,000 60,000 70,000 80,000
125,000 37,500 50,000 62,500 75,000 87,500 100,000
150,000 45,000 60,000 75,000 90,000 105,000 120,000
175,000 52,500 70,000 87,500 105,000 122,500 140,000
200,000 60,000 80,000 100,000 120,000 140,000 160,000
225,000 67,500 90,000 112,500 135,000 157,500 180,000
250,000 75,000 100,000 125,000 150,000 175,000 200,000
275,000 82,500 110,000 137,500 165,000 192,500 220,000
300,000 90,000 120,000 150,000 180,000 210,000 240,000
</TABLE>
The executive officers of the Company in 1998 not presently receiving
pension benefits have the following credited years of service under the pension
plan: Floyd E. Wicks -- 11; McClellan Harris III -- 8; Joel A. Dickson -- 8;
Randell J. Vogel -- 6, James B. Gallagher -- 11, Joseph F. Young -- 21, Donald
K. Saddoris -- 31, Denise L. Kruger -- 6 and Susan L. Conway -- 10.
The plan provides an early retirement option for those employees the sum of
whose age and number of years of service equals at least 90.
The Southern California Water Company Pension Restoration Plan supplements
retirement benefits payable to certain participants in the Southern California
Water Company Pension Plan by making up benefits which are reduced by virtue of
Sections 401(a)(17) or 415 of the Internal Revenue Code of 1986, as amended.
The Company has a Retirement Plan for Non-Employee Directors (the
"Non-Employee Directors Plan") of the Company. This Non-Employee Directors Plan
provides annual benefits to an eligible director in an amount equal to the
annual retainer in effect at the director's date of retirement. Benefits are
payable in monthly installments for a period equal to the shortest of (a) the
period he or she was a director or (b) 10 years. In the case of a director's
death, benefits will continue to be received by that director's surviving spouse
for the remaining period for which the director would have been entitled to
receive benefits except for death. Benefits are payable to directors after the
age of 62 and after retirement from the Board, except that a director who ceases
to be a director before attaining age 62 because of ill health or death may
receive benefits
11
<PAGE> 16
immediately after retirement from the Board, or at such later date as he or she
may request. Directors who are "removed for cause" are not eligible for benefits
under the Non-Employee Directors Plan. As a condition of participation in the
Non-Employee Directors Plan, an eligible director must agree to retire from the
Board at the annual shareholders' meeting occurring on or next following such
director's 72nd birthday, and to accept nomination as a director if requested by
the Board (and to serve if so nominated) for at least 10 years after his or her
first election to the Board.
DEFERRED COMPENSATION PLAN FOR DIRECTORS AND EXECUTIVES
Under the Company's Deferred Compensation Plan for Directors and
Executives, directors and eligible officers and employees are entitled to defer
all, in the case of directors, or a portion, in the case of officers and
employees, of their compensation until specified times after the deferral.
Interest accrues on amounts deferred under this plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All of the Company's directors except Mr. Wicks are members of the
Compensation Committee. The Compensation Committee's report on executive
compensation is set forth below. Mr. William V. Caveney, a member of this
Committee and Chairman of the Board of Directors, is, in his capacity as
Chairman, an officer of the Company. Mr. Caveney does not actively participate
in the daily operation of the Company, duties as to which are the responsibility
of Mr. Wicks, President and Chief Executive Officer of the Company. The
Compensation Committee does not recommend or determine Mr. Caveney's
compensation as Chairman of the Board. No other member of this Committee is a
current or former officer or employee of the Company or any of its subsidiaries
or affiliates.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee consists of all directors who are not employees
of the Company. The primary responsibility of the Committee is to review and
make recommendations as to the appropriate level of compensation for the
executive officers of the Company, excluding the Chairman of the Board. In April
1998, the Committee submitted its recommendations for the executive officers and
those recommendations were adopted by the Board of Directors without
modification.
In general, the executive compensation program is designed to reward,
motivate and retain the skilled management necessary to achieve the Company's
goals and maintain leadership position within the industry. The Committee has
established as its objective the design and implementation of a compensation
program for executives that will (i) provide fair, equitable and reasonable
compensation, (ii) reward excellent job performance and abilities, and (iii)
attract, retain and motivate talented and experienced executives. In making its
recommendations to the Board, the Committee takes into account the fact that
executive salaries are routinely reviewed for reasonableness by the CPUC.
Moreover, the Committee recognizes that, as a regulated public utility,
financial performance of the Company is constrained by and dependent upon not
only the regulatory process but a number of other factors beyond the Company's
immediate control, such as weather, water quality and water supply. As a result,
executive compensation is based on a number of subjective and objective factors
beyond the recent financial performance of the Company.
The principal vehicle for compensation of executives has been and remains
salary. Annual increases, after consideration of all relevant factors, allows
for annual adjustments and avoids wide fluctuations in compensation from year to
year. However, the Committee also believes the additional compensation which can
be earned under the provisions of the Key Executive Long-Term Incentive Plan are
also important in assisting the Committee to meet its objectives.
In determining individual compensation, the Committee considers the
executive officer's duties, the quality of his or her performance of those
duties, the importance of the position and the contribution that each individual
has made to the Company's overall performance as well as its strategic
positioning for the future.
12
<PAGE> 17
The Committee also considers whether an executive officer's duties have expended
or otherwise materially changed from the previous year, the officer's experience
and value to the Company and the extent and frequency of prior adjustments to
that officer's salary.
In order to set salaries of the executive officers at competitive and
reasonable levels, the Committee relies upon information provided to it by
internal and independent sources regarding the salaries of other major water
companies located locally and throughout the United States, the rate of
inflation, and the assessment of Mr. Wicks as to the performance of each
executive officer in meeting personal and job-related goals.
As with the compensation of the Company's other executive officers, the
Committee has chosen not to adopt a direct formula approach to determining the
compensation of Mr. Wicks. Based on the same factors as reviewed for other of
the Company's executive officers as well as Mr. Wicks' progress in addressing
local and industry-wide issues facing the water utility industry, the Committee
recommended and the Board authorized that Mr. Wicks' annual salary be set at
$320,000.
The Committee has reviewed the Company's compensation structure in light of
Section 162(m) of the Internal Revenue Code which limits, subject to limited
exceptions, the amount of compensation that the Company may deduct from its
taxable income for any year to $1,000,000 for any of its five most highly
compensated executives. In 1997, no executive officer's compensation exceeded
the limitation set by Section 162(m), and therefore such limitation is presently
inapplicable to the Company. The Committee will address this limitation if and
when it becomes meaningful.
The Compensation Committee
<TABLE>
<S> <C>
James L. Anderson Jean E. Auer
William V. Caveney N.P. Dodge, Jr.
Robert F. Kathol Lloyd E. Ross
</TABLE>
13
<PAGE> 18
PERFORMANCE GRAPH
The graph below compares the performance of the Company to that of (1) the
Standard & Poor's 500 Stock Index and (2) a Peer Group Index developed by the
Company for the Key Executive Long-Term Incentive Plan.
The seven water companies which comprise the peer group index described
above are: Aquarion Corp., California Water Service Group, Consumers Water
Company, E'Town Corp., Philadelphia Suburban Corp., SJW Corp. and United Water
Resources, Inc.
The graph below shows the total return to shareholders for the last five
years of an initial investment of $100 made on December 31, 1993 and assuming
reinvestment of all dividends. As with any investment, the historical
performance reflected in the performance graph is not necessarily indicative of
future performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG AMERICAN STATES WATER COMPANY, THE S & P 500 STOCK INDEX
AND A PEER GROUP.
GRAPH
<TABLE>
<CAPTION>
AMERICAN STATES WATER
COMPANY PEER GROUP S&P 500
--------------------- ---------- -------
<S> <C> <C> <C>
'12/93' 100.00 100.00 100.00
'12/94' 86.00 101.00 95.00
'12/95' 106.00 139.00 107.00
'12/96' 120.00 171.00 139.00
'12/97' 147.00 229.00 192.00
'12/98' 168.00 294.00 245.00
</TABLE>
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
---------------------------------------------
12/93 12/94 12/95 12/96 12/97 12/98
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
American States Water Company........... 100 86 106 120 147 168
Peer Group.............................. 100 95 107 139 192 245
S & P 500............................... 100 101 139 171 229 294
</TABLE>
- ---------------
* $100 Invested on 12/31/93 in stock or index -- including reinvestment of
dividends. Fiscal year ending December 31.
14
<PAGE> 19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information with respect to the beneficial
owners of more than five percent of any class of the Company's voting securities
on February 26, 1999 based upon public information known to the Company.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT
BENEFICIAL OWNER TITLE OF CLASS OF BENEFICIAL OWNERSHIP OF CLASS
------------------- ------------------ ----------------------- --------
<S> <C> <C> <C>
Massachusetts Mutual Life Insurance Co. Preferred Shares 12,000 -- Direct 14.7%
1295 State Street
Springfield, MA
</TABLE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP served as the Company's independent public accountants
for the year ended December 31, 1998. No accounting firm has been selected for
the current year. The Board of Directors normally selects the public accountants
for each year in July of that year. Representatives of Arthur Andersen LLP will
be at the Annual Meeting of Shareholders and will have an opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions.
OTHER MATTERS
Management of the Company knows of no business, other than that mentioned
above, to be transacted at the Annual Meeting, but if other matters do properly
come before the meeting, it is the intention of the persons named in the
enclosed proxy to vote in regard thereto in accordance with their judgment, and
discretionary authority to do so is included in the proxy. Whether or not you
intend to be present at the meeting, you are urged to complete, sign and return
your proxy promptly.
PROPOSALS FOR NEXT ANNUAL MEETING
Any proposal which a shareholder intends to present at the next Annual
Meeting of Shareholders, which will be held on the last Tuesday in April 2000,
must be received at the principal executive office of the Company, by November
12, 1999 if such proposal is to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting. Until further notice, any
proposal which a shareholder intends to present at the Company's next annual
meeting of shareholders, but does not intend to submit for inclusion in the
Company's proxy statement, must be received at the principal executive office of
the Company prior to February 11, 2000 in order to be considered timely under
the SEC's proxy rules.
ADDITIONAL INFORMATION
The Company undertakes, on written request, to provide, without charge, to
each person from whom the accompanying proxy is solicited, with a copy of the
Company's Annual Report on Form 10-K for the year ended December 31, 1998 as
filed with the Securities and Exchange Commission, including the financial
statements and schedules. Requests should be addressed to American States Water
Company, 630 East Foothill Boulevard, San Dimas, California 91773, Attention:
Office of the Secretary.
15
<PAGE> 20
PROXY
AMERICAN STATES WATER COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints N.P. Dodge, Jr. and W.V. Caveney proxies,
with power to act without the other and with power of substitution, and hereby
authorizes them to represent and vote, as designated on the other side, all the
shares of stock of American States Water Company standing in the name of the
undersigned with all powers which the undersigned would possess if present at
the Annual Meeting of Shareholders of the Company to be held April 27, 1999 or
any adjournment of that meeting.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
IMPORTANT NOTICE TO SHAREHOLDERS
OF AMERICAN STATES WATER COMPANY
THE ANNUAL MEETING OF SHAREHOLDERS WILL BE HELD ON
APRIL 27, 1999 AT 10:00 A.M.
AT THE INDUSTRY HILLS SHERATON
ONE INDUSTRY HILLS PARKWAY,
CITY OF INDUSTRY, CA
[MAP]
ADMISSION TICKET
<PAGE> 21
<TABLE>
<S> <C> <C>
PLEASE MARK
YOUR VOTE AS [X]
INDICATED IN
THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES LISTED IN ITEM 1.
WITHHELD
FOR FOR ALL
Item 1. Election of Directors [ ] [ ] Item 2. In their discretion, the Proxies are authorized
to vote upon such other business as may properly
Nominees: 01 James L. Anderson come before the meeting.
02 Anne M. Holloway
03 Floyd E. Wicks
WITHHELD FOR: (write name of such Nominee(s)
in this space provided below.)
______________________________________________
IF THIS PROXY CARD IS SIGNED AND RETURNED BUT IS NOT
MARKED, IT WILL BE VOTED FOR EACH OF THE DIRECTOR
NOMINEES LISTED IN ITEM 1.
Signature(s) ___________________________________________________________ Date ___________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
- -------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
<PAGE> 22
PROXY
AMERICAN STATES WATER COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints N.P. Dodge, Jr. and W.V. Caveney proxies,
with power to act without the other and with power of substitution, and hereby
authorizes them to represent and vote, as designated on the other side, all the
shares of stock of American States Water Company standing in the name of the
undersigned with all powers which the undersigned would possess if present at
the Annual Meeting of Shareholders of the Company to be held April 27, 1999 or
any adjournment of that meeting.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
IMPORTANT NOTICE TO SHAREHOLDERS
OF AMERICAN STATES WATER COMPANY
THE ANNUAL MEETING OF SHAREHOLDERS WILL BE HELD ON
APRIL 27, 1999 AT 10:00 A.M.
AT THE INDUSTRY HILLS SHERATON
ONE INDUSTRY HILLS PARKWAY,
CITY OF INDUSTRY, CA
[MAP]
ADMISSION TICKET
<PAGE> 23
<TABLE>
<S> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES LISTED IN ITEM 1.
WITHHELD
FOR FOR ALL
Item 1. Election of Directors [ ] [ ] Item 2. In their discretion, the Proxies are authorized
to vote upon such other business as may properly
Nominees: 01 James L. Anderson come before the meeting.
02 Anne M. Holloway
03 Floyd E. Wicks
WITHHELD FOR: (write name of such Nominee(s)
in this space provided below.)
______________________________________________
IF THIS PROXY CARD IS SIGNED AND RETURNED BUT IS NOT
MARKED, IT WILL BE VOTED FOR EACH OF THE DIRECTOR
NOMINEES LISTED IN ITEM 1.
Signature(s) ___________________________________________________________ Date ___________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
- -------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
----------------------------------
VOTE BY TELEPHONE
QUICK *** EASY *** IMMEDIATE
----------------------------------
YOUR TELEPHONE VOTE AUTHORIZES THE NAMED ATTORNEYS TO VOTE YOUR SHARES IN THE
SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
VOTE BY PHONE: FOR U.S. STOCKHOLDERS ONLY, CALL TOLL-FREE ON A TOUCH-TONE
TELEPHONE 1-800-840-1208 ANYTIME.
THERE IS NO CHARGE TO YOU FOR THIS CALL.
You will be asked to enter the 11-digit Control Number
located in the lower right-hand corner of this form.
OPTION A: To vote as the Board of Directors recommends on Item 1,
press 1.
OPTION B: If you choose to vote on each item separately, press 0.
You will hear these instructions.
ITEM 1: To vote FOR ALL nominees, press 1: to WITHHOLD FOR
ALL nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee,
Press 0 and listen to the instructions.
WHEN ASKED, YOU MUST CONFIRM YOUR VOTE BY PRESSING 1.
THANK YOU FOR VOTING.
