<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For Fiscal Year Ended DECEMBER 31, 1998
Commission file number 333-47647
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
SOUTHERN CALIFORNIA WATER COMPANY
INVESTMENT INCENTIVE PROGRAM
-----------------------------------------------------------------
(Full title of the plan and the address of the plan, if different
from that of the issuer named below)
OF
AMERICAN STATES WATER COMPANY
630 EAST FOOTHILL BOULEVARD
SAN DIMAS, CALIFORNIA 91773
---------------------------------------------------------------
(Name of issuer of the Securities held pursuant to the plan and
the address of its principal executive office)
<PAGE> 2
SOUTHERN CALIFORNIA WATER COMPANY
INVESTMENT INCENTIVE PROGRAM
INDEX
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits with Fund Information
as of December 31, 1998 and 1997
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULES
I: Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1998
II: Item 27b - Schedule of Loans or Fixed Income Obligations in Default as
of December 31, 1998
III: Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1998
NOTE: All other schedules have been omitted since the information is either
disclosed elsewhere in the financial statements or not required by 29
CFR 2520.103-10 of the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974.
2
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Southern California Water Company
Investment Incentive Program:
We have audited the accompanying statements of net assets available for plan
benefits of the SOUTHERN CALIFORNIA WATER COMPANY INVESTMENT INCENTIVE PROGRAM
(the "Plan") as of December 31, 1998 and 1997, and the related statement of
changes in net assets available for plan benefits for the year ended December
31, 1998. These financial statements and the schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1998 and 1997, and the changes in net assets available for plan
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedules I, II and III listed in the
accompanying index are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
June 18, 1999
Los Angeles, California
3
<PAGE> 4
SOUTHERN CALIFORNIA WATER COMPANY
INVESTMENT INCENTIVE PROGRAM
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
--------------- ------------------------------------------------------------------
Wells Fargo INVESCO
American States American States Stable Wells Fargo Select
Water Company Water Company Asset S&P 500 Income
Stock Fund* Stock Fund* Fund Stock Fund Fund
--------------- --------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
American States Water Company
Common Stock $6,812,024 $3,492,239 $ -- $ -- $ --
Value of Interest in
Common/Collective Trusts -- -- 1,253,864 2,149,931 --
Value of Interest in
Registered Investment Companies -- -- -- -- 580,766
Participant Loans -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total investments 6,812,024 3,492,239 1,253,864 2,149,931 580,766
---------- ---------- ---------- ---------- ----------
Receivables:
Employer Contributions 30,227 -- -- -- --
Employee Contributions -- 11,841 6,429 12,138 3,342
Accrued Investment Income 129 -- 5,845 -- 3,478
---------- ---------- ---------- ---------- ----------
Total receivables 30,356 11,841 12,274 12,138 6,820
---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS: $6,842,380 $3,504,080 $1,266,138 $2,162,069 $ 587,586
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------
Westcore
Strong Strong Intermediate
Opportunity Total Return Term Bond Participant
Fund Fund Fund Loans Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
American States Water Company
Common Stock $ -- $ -- $ -- $ -- $10,304,263
Value of Interest in
Common/Collective Trusts -- -- -- -- 3,403,795
Value of Interest in
Registered Investment Companies 2,205,107 783,395 547,164 -- 4,116,432
Participant Loans -- -- -- 1,256,997 1,256,997
----------- ----------- ----------- ----------- -----------
Total investments 2,205,107 783,395 547,164 1,256,997 19,081,487
----------- ----------- ----------- ----------- -----------
Receivables:
Employer Contributions -- -- -- -- 30,227
Employee Contributions 12,172 3,782 3,569 -- 53,273
Accrued Investment Income -- -- -- -- 9,452
----------- ----------- ----------- ----------- -----------
Total receivables 12,172 3,782 3,569 -- 92,952
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS: $ 2,217,279 $ 787,177 $ 550,733 $ 1,256,997 $19,174,439
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
* Formerly known as Southern California Water Company Stock Fund
4
<PAGE> 5
SOUTHERN CALIFORNIA WATER COMPANY
INVESTMENT INCENTIVE PROGRAM
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
--------------- ------------------------------------------------------------------
Wells Fargo INVESCO
American States American States Stable Wells Fargo Select
Water Company Water Company Asset S&P 500 Income
Stock Fund* Stock Fund* Fund Stock Fund Fund
--------------- --------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ -- $ 360,572 $ 219,854 $ 336,331 $ 105,413
Employer 865,660 -- -- -- --
----------- ----------- ----------- ----------- -----------
Total contributions 865,660 360,572 219,854 336,331 105,413
----------- ----------- ----------- ----------- -----------
Investment income:
Interest and dividends 286,581 134,862 91,530 8,836 42,749
Net appreciation (depreciation) in
fair value of investments 544,891 258,234 5,845 398,196 (5,565)
----------- ----------- ----------- ----------- -----------
Total investment income 831,472 393,096 97,375 407,032 37,184
----------- ----------- ----------- ----------- -----------
Total additions 1,697,132 753,668 317,229 743,363 142,597
----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Benefits paid to participants (192,766) (159,226) (23,753) (20,177) (6,199)
----------- ----------- ----------- ----------- -----------
Total deductions (192,766) (159,226) (23,753) (20,177) (6,199)
----------- ----------- ----------- ----------- -----------
TRANSFERS BETWEEN FUNDS -- (109,646) (96,219) 341,063 8,814
LOAN ACTIVITY (102,581) (110,645) (34,885) (28,008) (9,376)
----------- ----------- ----------- ----------- -----------
NET INCREASE 1,401,785 374,151 162,372 1,036,241 135,836
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year $ 5,440,595 $ 3,129,929 $ 1,103,766 $ 1,125,828 $ 451,750
----------- ----------- ----------- ----------- -----------
End of year $ 6,842,380 $ 3,504,080 $ 1,266,138 $ 2,162,069 $ 587,586
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------
Westcore
Strong Strong Intermediate
Opportunity Total Return Term Bond Participant
Fund Fund Fund Loans Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employee $ 374,319 $ 115,049 $ 97,752 $ -- $ 1,609,290
Employer -- -- -- -- 865,660
------------ ------------ ------------ ------------ ------------
Total contributions 374,319 115,049 97,752 -- 2,474,950
------------ ------------ ------------ ------------ ------------
Investment income:
Interest and dividends 247,651 13,305 29,461 99,227 954,202
Net appreciation (depreciation) in
fair value of investments 50,690 172,075 1,660 -- 1,426,026
------------ ------------ ------------ ------------ ------------
Total investment income 298,341 185,380 31,121 99,227 2,380,228
------------ ------------ ------------ ------------ ------------
Total additions 672,660 300,429 128,873 99,227 4,855,178
------------ ------------ ------------ ------------ ------------
DEDUCTIONS:
Benefits paid to participants (34,985) (3,473) (9,618) (52,153) (502,350)
------------ ------------ ------------ ------------ ------------
Total deductions (34,985) (3,473) (9,618) (52,153) (502,350)
------------ ------------ ------------ ------------ ------------
TRANSFERS BETWEEN FUNDS (135,060) (50,353) 41,401 -- --
LOAN ACTIVITY (15,499) (6,833) (414) 308,241 --
------------ ------------ ------------ ------------ ------------
NET INCREASE 487,116 239,770 160,242 355,315 4,352,828
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year $ 1,730,163 $ 547,407 $ 390,491 $ 901,682 $ 14,821,611
------------ ------------ ------------ ------------ ------------
End of year $ 2,217,279 $ 787,177 $ 550,733 $ 1,256,997 $ 19,174,439
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
* Formerly known as Southern California Water Company Stock Fund
5
<PAGE> 6
SOUTHERN CALIFORNIA WATER COMPANY
INVESTMENT INCENTIVE PROGRAM
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
--------------- ------------------------------------------------------------------
Wells Fargo INVESCO
American States American States Stable Wells Fargo Select
Water Company Water Company Asset S&P 500 Income
Stock Fund* Stock Fund* Fund Stock Fund Fund
--------------- --------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
American States Water Company
Common Stock $5,380,213 $3,104,681 $ -- $ -- $ --
Value of Interest in
Common/Collective Trusts -- -- 1,085,351 1,107,389 --
Value of Interest in
Registered Investment Companies -- -- -- -- 441,526
Participant Loans -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total investments 5,380,213 3,104,681 1,085,351 1,107,389 441,526
---------- ---------- ---------- ---------- ----------
Receivables:
Employer Contributions 60,382 -- -- -- --
Employee Contributions -- 25,248 12,985 18,439 7,779
Accrued Investment Income -- -- 5,430 -- 2,445
---------- ---------- ---------- ---------- ----------
Total receivables 60,382 25,248 18,415 18,439 10,224
---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS: $5,440,595 $3,129,929 $1,103,766 $1,125,828 $ 451,750
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------
Westcore
Strong Strong Intermediate
Opportunity Total Return Term Bond Participant
Fund Fund Fund Loans Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
American States Water Company
Common Stock $ -- $ -- $ -- $ -- $ 8,484,894
Value of Interest in
Common/Collective Trusts -- -- -- -- 2,192,740
Value of Interest in
Registered Investment Companies 1,704,679 539,024 383,924 -- 3,069,153
Participant Loans -- -- -- 901,682 901,682
----------- ----------- ----------- ----------- -----------
Total investments 1,704,679 539,024 383,924 901,682 14,648,469
----------- ----------- ----------- ----------- -----------
Receivables:
Employer Contributions -- -- -- -- 60,382
Employee Contributions 25,484 8,382 6,567 -- 104,884
Accrued Investment Income -- 1 -- -- 7,876
----------- ----------- ----------- ----------- -----------
Total receivables 25,484 8,383 6,567 -- 173,142
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS: $ 1,730,163 $ 547,407 $ 390,491 $ 901,682 $14,821,611
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
* Formerly known as Southern California Water Company Stock Fund
6
<PAGE> 7
SOUTHERN CALIFORNIA WATER COMPANY
INVESTMENT INCENTIVE PROGRAM
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
1. Plan Description
The following description of the Southern California Water Company
Investment Incentive Program (the "Plan") provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan established by the Southern
California Water Company (the "Company") under the provisions of
Section 401(a) of the Internal Revenue Code (the "IRC"), which includes
a qualified cash or deferred arrangement as described in Section 401(k)
of the IRC, for the benefit of eligible employees of the Company. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"), as amended.
Prior to inception of the Plan, the Company maintained the
Payroll-Based Tax Credit Employee Stock Ownership Plan (the "PAYSOP")
for the benefit of participating employees and their beneficiaries.
Under the PAYSOP, the Company contributed amounts equal to a tax credit
claimed by the Company on its federal income tax return. This credit
was calculated as a percentage of qualifying payroll. The Tax Reform
Act of 1986 eliminated this credit for tax years after 1986. As a
result, the Company terminated the PAYSOP and transferred the net
assets into the Plan effective January 1, 1988. The trustee maintains a
separate account for the net assets which were transferred from the
PAYSOP (See Note 2).
Plan Administration
Under a trust agreement dated May 4, 1988, Wells Fargo Bank, N.A.
(formerly First Interstate Bank) was appointed trustee for the Plan
(the "Trustee"). The Plan is administered by the Investment Incentive
Program Committee (the "Plan Administrator"), which is appointed by the
Company's Board of Directors.
Eligibility
Effective January 1, 1996 any employee who has completed a period of
service of 30 consecutive days is eligible to participate in the Plan.
Contributions
Effective January, 1, 1996, eligible employees can contribute an amount
between one percent and fifteen percent of compensation, as defined in
the Plan document. In addition, the Company provides matching
contributions of 100 percent of the first three percent and 50 percent
of the next three percent contributed by a participant. Under the terms
of the Plan, employer matching contributions are invested in the
American States Water Company Stock Fund, formerly known as the
Southern California Water Company Stock Fund.
7
<PAGE> 8
Vesting
Participants are fully vested in all employer matching contributions
made to their account and the earnings thereon. Accordingly, there are
no forfeited non-vesting accounts as of December 31, 1998 and 1997.
Distribution of Benefits
Participants' benefits under the Plan become distributable upon
severance from service, as defined in the Plan document. Participants
electing to have their distribution deferred will receive benefits
equal to the amounts credited to their accounts as of the end of the
next calendar quarter. The value of benefits distributable to
participants not electing deferral is based upon amounts credited to
the participants' accounts under the Plan as of the end of the next
preceding calendar quarter, except as described below.
A participant shall be entitled to request an in-service withdrawal of
the lesser of the balance of his/her deferral account or total
unwithdrawn deferral contributions after the participant has attained
age 59-1/2. Such a distribution shall be permitted only once every two
years while the participant remains as an employee. In addition,
subject to the approval of the Plan's Administrator, withdrawals from
the participant's deferral account may be permitted before age 59-1/2
to meet a financial hardship.
Participant Accounts
Individual accounts are maintained for each of the Plan's participants
to reflect the participants' contributions and related employer
matching contributions, as well as the participants' share of the
Plan's income and any related administrative expenses. Allocations are
based on the proportion that each participant's account balance has to
the total of all participants' account balances.
2. Investment Options
Participants may direct their contributions and any related earnings
into various investment options. Participants may change their
investment elections on a daily basis, in full percent increments.
Participants may not direct the investment of employer matching
contributions. Employer contributions and the net assets of the former
PAYSOP, and the respective earnings thereon are both in the form of
Company stock and have been combined for financial statement purposes
under the heading "Non-Participant Directed".
A description of each investment option is provided below:
American States Water Company Stock Fund (Formerly known as
Southern California Water Company Stock Fund)
The objective of this fund is to invest in American States
Water Company Water Company common stock. From time to time,
the Plan may maintain a portion of the fund's assets in cash
or forms of short-term investments, provided that such
accounts remain primarily invested in American States Water
Company common stock.
8
<PAGE> 9
Wells Fargo Stable Asset Fund
The objective of this fund is to provide a stable level of
income without significant principal volatility. The fund
primarily invests in a variety of high quality fixed-income
securities.
Wells Fargo S&P 500 Stock Fund
The objective of this fund is to provide returns comparable to
the returns of the S&P 500 Stock Index by investing in the
same stocks and in substantially the same percentages as the
S&P 500 Stock Index.
INVESCO Select Income Fund
The objective of this fund is to provide a high level of
current income by investing in government and corporate debt
securities.
Strong Opportunity Fund
The objective of this fund is to provide long-term capital
appreciation. The fund primarily invests in common stocks.
Strong Total Return Fund
The objective of this fund is to provide a mix of income and
capital appreciation. The fund primarily invests in common
stocks, corporate bonds and debentures, and money market
instruments.
Westcore Intermediate Term Bond Fund
The objective of this fund is to provide current income with
little volatility of principal by investing in high quality
corporate and government bonds with maturities between three
and six years.
Participant Loans
Effective June 5, 1996, a participant may borrow, subject to certain
restrictions and tax law requirements, the lesser of $50,000 or 50
percent of his or her account balance, with a minimum loan amount of
$1,000. Loan transactions are treated as a transfer to (from) the
investment fund from (to) Participant Loans. Principal and interest are
repayable ratably through payroll deductions over 36 months for loans
less than $5,000 and within 59 months for all other loans. The loans
bear interest at the Prime Rate plus one percent. The interest rates
for the 1998 Plan year range from 8.75 to 9.50 percent. A loan is
considered to be in default if any scheduled payment is more than 30
days late. Defaulted loans are treated as a taxable distribution from
the Plan and loans in default at December 31, 1998, which were
uncollectable, were treated as a taxable distribution in 1999. Prior to
June 5, 1996, participants were not allowed to borrow from the Plan.
3. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis
of accounting. The preparation of the financial statements in
conformity with generally accepted accounting principles requires the
Plan's management to use estimates and assumptions that affect the
9
<PAGE> 10
reported amounts of assets, liabilities and changes therein, and
disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
Income Recognition
Purchases and sales of securities are recorded on a settlement-date
basis. Interest income is recorded as earned on the accrual basis.
Dividend income is recorded on the ex-dividend date.
Investment Valuation
Investments are stated at fair value. Investments in collective funds,
registered investment companies, and Company stock are valued at quoted
market prices, which represent the net asset value of shares held by
the Plan at year end. Participant loans are valued at cost, which
approximate fair value.
Net Appreciation in Fair Value of Investments
Net realized and unrealized appreciation (depreciation) is recorded in
the accompanying Statement of Changes in Net Assets available for Plan
Benefits, as net appreciation (depreciation) in fair value of
investments.
Distributions to Participants
Distributions to participants are recorded when paid.
Administrative Expenses
Administrative fees for accountants, legal counsel and other
specialists and any other costs of administering the Plan, unless paid
directly by the Company, will be paid by the Plan and will be charged
against participants' accounts. Certain administrative expenses
directly relating to participant accounts are specifically allocated
and deducted from the participants' accounts. During 1998 and 1997,
administrative expenses borne by the Plan and by the Company were
insignificant.
Administrative expenses incurred related to the net assets of the
former PAYSOP account, that are paid out of the Plan, are limited to
the lesser of (i) the sum of 10 percent of the first $100,000 and 5
percent of any amount in excess of $100,000 of the income from
dividends paid to the Plan with respect to Company stock allocated to
the PAYSOP account during the plan year, or (ii) $100,000.
4. Related Party Transactions
The Wells Fargo Stable Asset Fund and the Wells Fargo S&P 500 Stock
Fund (collectively the "Wells Funds") are managed by Wells Fargo Bank,
N.A. As such, transactions in the Wells Funds qualify as exempt
party-in-interest transactions.
5. Tax Status
The Internal Revenue Service issued a determination letter dated
November 6, 1996 stating that the Plan and related trust are designed
in accordance with applicable IRC requirements as of that date. The
Plan Administrator and the Plan's tax counsel believe that the Plan was
qualified and was tax-exempt for the years ended December 31, 1998 and
1997.
10
<PAGE> 11
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to amend or terminate the Plan subject to the provisions of ERISA.
6. Reconciliation of Financial Statements to Form 5500
The Plan financial statements are prepared on the accrual basis of
accounting, however, the Form 5500 is prepared on the cash basis. The
following is a reconciliation of net assets available for plan benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
-----------------------------
1998 1997
------------ ------------
<S> <C> <C>
Net assets available for plan benefits
per the financial statements $ 19,174,439 $ 14,821,611
Less: Contributions and income receivable (92,952) (173,142)
------------ ------------
Net assets available for plan benefits
per the Form 5500 $ 19,081,487 $ 14,648,469
============ ============
</TABLE>
The following is a reconciliation of total additions per the financial
statements to total income per the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31,1998
----------------
<S> <C>
Total additions per the financial statements $ 4,855,178
Add: Amounts accrued for contributions
and income at December 31, 1997 173,142
Less: Amounts accrued for contributions
and income at December 31, 1998 (92,952)
-----------
Total income per the Form 5500 $ 4,935,368
===========
</TABLE>
11
<PAGE> 12
SCHEDULE I
SOUTHERN CALIFORNIA WATER COMPANY
INVESTMENT INCENTIVE PROGRAM
EIN: 95-1243678 Plan No. 005
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Description of Investment
Identity of Issuer, Borrower, Lessor, Including Maturity Date, Rate of Fair
or Similar Party Interest, Par or Maturity Value Cost Value
------------------------------------- ---------------------------------- ----------- -----------
<S> <C> <C> <C>
* American States Water
Company Common Stock - $2.50 stated Value $ 8,012,944 $ 10,304,263
* Wells Fargo Institutional
Trust Group Wells Fargo Stable Asset Fund 1,253,864 1,253,864
* Wells Fargo Institutional
Trust Group Wells Fargo S&P 500 Stock Fund 1,836,895 2,149,931
* Wells Fargo Institutional
Trust Group INVESCO Select Income Fund 587,101 580,766
* Wells Fargo Institutional
Trust Group Strong Opportunity Fund 2,083,689 2,205,107
* Wells Fargo Institutional
Trust Group Strong Total Return Fund 650,551 783,395
* Wells Fargo Institutional
Trust Group Westcore Intermediate Term Bond 542,509 547,164
Fund
Participant Loans Loan with maturities varying
from three to five years and
interest rates ranging from 8.75
percent to 9.50 percent -- 1,256,997
----------- -----------
Total $14,967,553 $19,081,487
=========== ===========
</TABLE>
* Party-in-interest
12
<PAGE> 13
SCHEDULE II
SOUTHERN CALIFORNIA WATER COMPANY
INVESTMENT INCENTIVE PROGRAM
EIN 95-1243678 Plan No. 005
ITEM 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Detailed description of loan
including dates of making and
maturity, interest rate, the type
Amount received & value of collateral, any
Original during reporting year Unpaid renegotiation of the loan and Amount overdue
Identity and address amount --------------------- balance at the terms of the renegotiation ------------------
amount of obligor of loan Principal Interest end of year and other material items Principal Interest
-------------------- ------- ----------- -------- ----------- ------------------------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Dion Barela $ 5,000 $ 432 $240 $4,474 Participant Loan $ 443 $ 202
1665-1/2 W. 253rd Street 10/21/97; 9/5/02, 9.5 percent
Harbor City, CA 90710 Collateral - Vested Balance
Jason Lavin 10,000 2,741 532 7,259 Participant Loan 1,933 147
14631 Mimosa Lane 1/22/98; 1/13/00, 9.5 percent
Tustin, CA 92780 Collateral - Vested Balance
</TABLE>
13
<PAGE> 14
SCHEDULE III
SOUTHERN CALIFORNIA WATER COMPANY
INVESTMENT INCENTIVE PROGRAM
EIN 95-1243678 Plan No. 005
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Expense
Incurred Current Value
Identity of Purchase Selling with Cost of of Asset on Net Gain
Party Involved Description of Assets Price Price Transaction Asset Date or (Loss)
- --------------- ------------------------- ---------- ---------- --------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
American States American States Water
Water Company Company Common Stock
157 purchases $4,080,736 $ -- $ -- $4,080,736 $4,080,736 $ --
143 sales -- 3,072,241 -- 3,109,627 3,072,241 (37,386)
Wells Fargo Wells Fargo S&P 500 Stock
Institutional Trust Fund
Group 109 purchases 945,922 -- -- 945,922 945,922 --
45 sales -- 301,576 -- 276,363 301,576 25,213
Wells Fargol Strong Opportunity Fund
Institutional Trust 97 purchases 822,592 -- -- 822,592 822,592 --
Group 51 sales -- 372,855 -- 351,161 372,855 21,694
</TABLE>
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Investment Incentive Program Committee have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
SOUTHERN CALIFORNIA WATER COMPANY
INVESTMENT INCENTIVE PROGRAM
By: /s/ McCLELLAN HARRIS III
----------------------------------------------------
McClellan Harris III
Member - Investment Incentive Program Committee
By: /s/ JAMES B. GALLAGHER
----------------------------------------------------
James B. Gallagher
Member - Investment Incentive Program Committee
Dated: June 28, 1999
15
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 18, 1999 included in this Form 11-K, into the
previously filed S-8 Registration Statement (File No. 33-71226) of Southern
California Water Company.
ARTHUR ANDERSEN LLP
Los Angeles, California
June 18, 1999
