<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CALIFORNIA WATER SERVICE COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
CALIFORNIA WATER SERVICE COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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 paid
previously. Identify the previous filing by registrations 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:
- --------------------------------------------------------------------------------
- ---------------
1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
CALIFORNIA WATER SERVICE COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS--APRIL 19, 1995
To the Shareholders:
The annual meeting of the shareholders of California Water Service Company,
a California corporation, will be held, as provided in the By-Laws, on
Wednesday, April 19, 1995, at 10 o'clock in the morning at the principal
executive offices of the Company, 1720 North First Street, San Jose, California
95112, for the following purposes:
1. To elect a Board of Directors for the ensuing year;
2. To consider and act upon ratification of the appointment of independent
auditors; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors' nominees for directors are set forth in the
enclosed proxy statement.
In accordance with the By-Laws of the Company, only shareholders of record
at the close of business on Tuesday, February 21, 1995, will be entitled to vote
at this meeting.
IF YOU ARE UNABLE TO BE PRESENT, PLEASE DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
HELEN MARY KASLEY, Secretary
San Jose, California
March 13, 1995
<PAGE> 3
PROXY STATEMENT
SOLICITATION OF PROXY AND REVOCABILITY,
VOTING SECURITIES
The enclosed proxy is solicited on behalf of the Board of Directors of
California Water Service Company, a California corporation (the "Company"), for
use at the annual meeting of shareholders to be held at the principal executive
offices of the Company, 1720 North First Street, San Jose, California 95112, on
April 19, 1995, at 10 o'clock in the morning at which shareholders of record at
the close of business on February 21, 1995 will be entitled to vote. This
statement and the enclosed proxy are being sent to shareholders on or about
March 13, 1995. On February 21, 1995, the Company had issued and outstanding
6,247,034 shares of Common Stock and 139,000 shares of Cumulative Preferred
Stock, Series C.
Each share of Common Stock is entitled to one vote and each share of
Preferred Stock to eight votes. Broker non-votes and abstentions will not be
counted, except for quorum purposes, and will have no effect on the election of
the directors. In determining whether the requisite shareholder approval has
been received on the other matters, broker non-votes will not be counted, while
abstentions will be counted and will therefore have the same effect as a vote
against the matter. Every shareholder, or his proxy, entitled to vote upon the
election of directors may cumulate his votes and give one candidate a number of
votes equal to the number of directors to be elected multiplied by the number of
votes to which his shares are entitled, or distribute his votes on the same
principle among as many candidates as he thinks fit. No shareholder or proxy,
however, will be entitled to cumulate votes unless such candidate or candidates
have 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 in nomination. The
Board of Directors is soliciting discretionary authority to cumulate votes if
cumulative voting rights are exercised. The nine nominees receiving the highest
number of votes at the meeting will be elected as directors. All other matters
to come before the meeting shall be determined, assuming a quorum is present, by
a vote of a majority of the votes entitled to be cast by shares represented at
the meeting and entitled to vote on such matters. A quorum for the purpose of
conducting business at the meeting exists when there are present in person or by
proxy at the meeting persons entitled to cast a majority of the votes entitled
to be cast at the meeting by the holders of the outstanding voting shares of the
Company.
<PAGE> 4
The shares represented by the proxies received will be voted at the meeting
or any adjournment thereof. However, you may revoke your proxy at any time prior
to its use by filing with the Company a written notice revoking it, or by the
presentation at the meeting of a proxy bearing a later date. It may also be
revoked by attending the meeting and voting in person.
The shares represented by duly executed proxies will be voted in accordance
with the directions given by the shareholders by means of the ballot on the
proxy. If no instructions are given, the shares will be voted FOR the election
of the Board of Directors' nominees for directors and FOR the ratification of
the appointment of independent auditors. If, for any unforeseen reason, any of
said nominees should not be available as a candidate for director, the proxies
will be voted for substitute nominees selected by the Board. 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 meeting or any
adjournment thereof.
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 of Directors to shareholders. The
solicitation of proxies will be made by the use of the mails and may also be
made by telephone, telegraph, or personally, by directors, officers and regular
employees of the Company who will receive no extra compensation for such
services. In addition, the Company has retained Morrow & Co., a proxy
distribution and solicitation firm, to assist in the distribution and
solicitation of proxies for shares held in the names of brokers, banks and other
nominees, for a fee of $4,500 plus reimbursement of reasonable out-of-pocket
expenses.
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The directors of the Company are elected annually. The following table sets
forth the name of each of the nominees for director, his age, the year in which
he was first elected a director, the number of shares of the Company's Common
Stock and Preferred Stock beneficially owned by him or her on January 1, 1995, a
brief description of his principal occupation and business experience during the
last five years, all directorships of publicly held companies presently held by
each nominee, and certain other information. All nominees are presently
directors of the Company. The term of office for all directors elected at the
1995 annual meeting will expire at the time of the 1996 annual meeting. No
nominee has any family relationship with any other nominee or with any executive
officer.
2
<PAGE> 5
<TABLE>
<CAPTION>
AMOUNT AND
SERVICE AS NATURE OF
DIRECTOR BENEFICIAL PERCENT OF
NOMINEE AGE INFORMATION ABOUT NOMINEE(1) SINCE OWNERSHIP(2) CLASS
- ------------------------------ --- ---------------------------------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
William E. Ayer(3)(4)......... 73 Business consultant and private 1973 5,281 Less than 1%
investor. Also a director of
Technology for Communications
International and Tab Products Co.
Robert W. Foy(3)(4)........... 58 President and Chief Executive Of- 1977 1,511 Less than 1%
ficer, Pacific Storage Company,
Stockton, Modesto, Sacramento, and
San Jose, California (moving and
storage company)
Edward D. Harris, Jr.,
M.D.(5)..................... 57 George DeForest Barnett Professor 1993 360 Less than 1%
of Medicine, Stanford University
Medical Center. Also a director of
Genentech Educational and Re-
search Foundation
Donald L. Houck(5)............ 62 President and Chief Executive Of- 1986 4,168(6) Less than 1%
ficer. Formerly Chief Operating
Officer
Robert K. Jaedicke(3)(4)...... 66 Professor (Emeritus) of Accounting 1974 917 Less than 1%
and Former Dean, Stanford Univer-
sity Graduate School of Business.
Also a director of Boise Cascade
Corporation, Enron Corp.,
Homestake Mining Company,
GenCorp., Inc., Wells Fargo Bank
and State Farm Insurance Companies
Linda R. Meier(12)............ 54 Chairperson, Stanford University 1994 100 Less than 1%
Hospital Board of Directors. Also
a director of University Bank &
Trust Company and Stanford Health
Services. Formerly Vice President,
Stanford University Board of
Trustees
C. H. Stump(5)................ 69 Chairman of the Board. Formerly 1976 5,916(7) Less than 1%
Chief Executive Officer and Presi- 400(8) Less than 1%
dent
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
AMOUNT AND
SERVICE AS NATURE OF
DIRECTOR BENEFICIAL PERCENT OF
NOMINEE AGE INFORMATION ABOUT NOMINEE(1) SINCE OWNERSHIP(2) CLASS
- ------------------------------ --- ---------------------------------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Edwin E. van Bronkhorst(4).... 71 Financial consultant. Trustee and 1985 2,000 Less than 1%
Treasurer of The David & Lucile
Packard Foundation. Formerly Se-
nior Vice President, Treasurer and
Chief Financial Officer, Hewlett-
Packard Company (manufacturer of
computing and electronic measuring
equipment). Also a director of
Mid-Peninsula Bank and Nellcor
Inc.
J.W. Weinhardt(4)(5).......... 64 President and Chief Executive Of- 1994 0%(9) Not
ficer, SJW Corp. (holding company) applicable
and Chairman of the Board and
Chief Executive Officer of its
subsidiary San Jose Water Company
(public water utility). Also a
director of Western Precision,
Inc., SJW Land Company, SJNB
Financial Corp. and its subsidiary
San Jose National Bank
All directors and executive officers as a group........................ 25,831(10) Less than 1%
400(11) Less than 1%
</TABLE>
- ---------
(1) No corporation or other organization by which any nominee is employed is a
parent, subsidiary or other affiliate of the Company.
(2) Except for Mr. Stump (see note 8), no nominee or officer owns any shares of
the Company's Preferred Stock. Directors Ayer, Foy, Harris, Houck,
Jaedicke, Meier, Stump and van Bronkhorst have sole voting and sole
investment power with respect to the shares owned by them (or share such
powers with their spouses).
(3) Member of Compensation Committee.
(4) Member of Audit Committee.
(5) Member of Executive Committee.
(6) Includes 3,240 shares held in the Company's Salaried Employees' Savings
Plan (the "Savings Plan").
(7) Common Stock. Includes 4,965 shares held in the Savings Plan.
(8) Preferred Stock, Series C.
(9) Does not include 549,976 shares beneficially owned indirectly by SJW Corp.,
of which J.W. Weinhardt is President and Chief Executive Officer and a
director. Mr. Weinhardt disclaims beneficial ownership of all the shares
indirectly owned by SJW Corp.
4
<PAGE> 7
(10) Common Stock. Includes 4,340 shares held in the Savings Plan for the
benefit of officers who are not directors and 1,238 other shares owned
beneficially but not of record by such officers.
(11) Preferred Stock, Series C.
(12) Ms. Meier was elected as a director of the Company on November 16, 1994 to
replace former Director L.W. Lane, Jr. who retired as a director on
November 30, 1994.
Directors Ayer, Foy, Harris, Jaedicke, Meier, van Bronkhorst and Weinhardt
are paid a retainer of $12,000 per annum. Director Emeritus Ralph D. Lindberg is
paid a monthly consulting retainer of $1,550. Chairman Stump and Director Houck
receive no annual retainer. In addition, all directors, including Director
Emeritus Lindberg, are paid $650 for each Board or Committee meeting attended,
except that (i) Committee Chairmen are paid $1,300 for each Committee meeting
attended, and (ii) Chairman Stump and Director Houck are paid $650 for each
Board meeting attended and are not paid for attending any Committee meeting.
The Company established, effective January 1, 1988, a Deferred Compensation
Plan which is an unfunded deferred compensation program for certain directors.
Each member of the Board of Directors who is not an employee of the Company is
eligible to participate. Each participant may elect to defer annually at least
$5,000 of the director's monthly retainer fees. The maximum amount which may be
deferred is 100% of the director's monthly retainer fees. Amounts deferred are
fully vested, recorded by the Company and adjusted as if invested in an
investment selected by the participant. Distribution is made at the earlier of
(1) the time selected by the participant (subject to a minimum length of
deferral), or (2) when the participant ceases to be a director (unless he then
becomes an employee of the Company, in which case, distribution will be made
upon termination of employment). Distributions are also available upon a showing
of hardship. Amounts remaining undistributed at death are distributed to a
designated beneficiary or beneficiaries. The Company is under no obligation to
make any investment or otherwise fund the Plan. Participants are general,
unsecured creditors of the Company.
The Company's directors are covered by a retirement plan. Any director who
retires after having served on the Board of Directors for five or more years
will receive a benefit equal to the annual retainer paid to the Company's
non-employee directors at the time of his retirement. This benefit will be paid
annually for the number of years the director served on the Board of Directors
up to a maximum of ten years.
The Board of Directors has established Audit, Compensation and Executive
Committees. The full Board of Directors generally acts as the Nominating
Committee. The Nominating
5
<PAGE> 8
Committee will consider nominees recommended by shareholders if the name and
qualifications of each nominee are submitted to the Company in a letter
addressed to Helen Mary Kasley, Secretary of the Company, prior to November 13,
1995. The Audit Committee reviews with the auditors the scope and results of the
audit, Company financial statements and internal accounting control procedures.
It also recommends the selection of auditors to the Company's Board of
Directors. The Compensation Committee makes recommendations to the Board of
Directors with respect to officer compensation.
During 1994, there were 12 regular meetings of the Board of Directors,
three meetings of the Compensation Committee, two meetings of the Audit
Committee and one meeting of the Executive Committee. All directors attended an
average of 91% of all of the Board and applicable Committee meetings and each
director attended at least 85% of these meetings, except former Director Lane
who attended 50%.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file certain reports
regarding ownership of, and transactions in, the Company's securities with the
Securities and Exchange Commission (the "SEC") and with the New York Stock
Exchange ("NYSE"). Such officers, directors and ten percent stockholders are
also required by SEC rules to furnish the Company with copies of all Section
16(a) forms that they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that for the year ended December 31, 1994 all Section 16(a) filing requirements
applicable to its officers, directors and ten percent stockholders were complied
with, except as follows.
Due to a good faith misunderstanding as to the Form 3 filing deadline, the
initial statement of beneficial ownership (Form 3) for Calvin L. Breed,
Controller, was filed within 17 days, rather than 10 days, after he became
subject to Section 16(a). Former Director Lane was late in reporting three
transactions involving acquisitions of the Company's Common Stock just prior to
his retirement from the Board.
6
<PAGE> 9
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM 2 ON PROXY CARD)
Proxies in the accompanying form will be voted if so authorized, or if no
instructions are given by the shareholder, for ratification of the selection of
KPMG Peat Marwick, San Jose, California, certified public accountants, to audit
the books, records and accounts of the Company for the year ending December 31,
1995. KPMG Peat Marwick have acted as auditors for the Company since 1939 and
the Board of Directors, pursuant to the recommendation of the Audit Committee,
recommends their services be continued. Representatives of KPMG Peat Marwick are
expected to be present at the meeting to respond to appropriate questions and to
make a statement if they desire to do so. The Board of Directors recommends a
vote FOR adoption of this proposal. If the shareholders do not ratify the
appointment of KPMG Peat Marwick, the selection of certified public accountants
will be reconsidered by the Board of Directors.
7
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received by the Company's
President and Chief Executive Officer and the other five most highly paid
executive officers of the Company for the three fiscal years ended December 31,
1994.
Summary Compensation Table
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------
(I)
ALL OTHER
(A) (B) (C) COMPENSATION(3)
NAME AND PRINCIPAL POSITION YEAR SALARY($) ($)
- -------------------------------------------- ----- --------- ---------------
<S> <C> <C> <C>
Donald L. Houck(1).......................... 1994 $250,057 $12,538
President and CEO 1993 237,554 11,997
1992 209,925 11,664
C.H. Stump(1)............................... 1994 110,212 11,646
Chairman of the Board 1993 106,409 10,840
1992 156,370 11,664
Harold C. Ulrich(2)......................... 1994 147,202 4,782
1993 144,132 4,797
1992 136,375 4,664
Francis S. Ferraro.......................... 1994 130,291 4,838
Vice President, Regulatory Matters 1993 125,806 4,689
1992 119,014 4,138
Gerald F. Feeney............................ 1994 120,213 4,016
Vice President, Chief Financial Officer and 1993 111,752 3,601
Treasurer(2) 1992 104,111 3,504
Raymond H. Taylor........................... 1994 112,039 3,808
Vice President, Water Quality and 1993 107,314 3,601
Environmental Affairs 1992 99,774 3,377
</TABLE>
- ------------
(1) Effective May 1, 1992 Mr. Stump retired as CEO. He was succeeded by Mr.
Houck who was formerly president and chief operating officer.
(2) Effective October 31, 1994 Mr. Ulrich retired as Vice President, CFO and
Treasurer. He was succeeded by Mr. Feeney who was formerly Controller,
Assistant Treasurer and Assistant Secretary.
(3) The amounts listed in column (i), All Other Compensation, include the
following amounts for 1994: (a) Company 401(k) contributions on behalf of
Mr. Houck $4,500, for Mr. Stump $3,608, for Mr. Ulrich $4,500, for Mr.
Ferraro $4,500, for Mr. Feeney $3,678 and for Mr. Taylor $3,470; (b) Annual
life insurance premiums paid by the Company on behalf of each of the above
named executive officers of $338 dollars each (except for Mr. Ulrich, for
whom the Company paid a $282 premium in 1994); and (c) Director meeting fees
for Mr. Houck and Mr. Stump of $7,700 each.
The columns omitted were inapplicable.
8
<PAGE> 11
PENSION PLANS
The table that follows shows the estimated annual benefits payable upon
retirement to Company employees under the California Water Service Company
Pension Plan (the "Pension Plan") and the California Water Service Company
Supplemental Executive Retirement Plan (the "Supplemental Plan").
<TABLE>
<CAPTION>
THREE HIGHEST YEARS OF SERVICE
CONSECUTIVE --------------------------------------------------
YEARS AVERAGE 30 OR MORE
COMPENSATION 15 YEARS 20 YEARS 25 YEARS YEARS
- ------------------------------------- -------- -------- --------
<S> <C> <C> <C> <C>
$100,000.......................... $30,000 $40,000 $45,000 $ 50,000
$125,000.......................... 37,500 50,000 56,250 62,500
$150,000.......................... 45,000 60,000 67,500 75,000
$175,000.......................... 52,500.. 70,000 78,750 87,500
$200,000.......................... 60,000 80,000 90,000 100,000
$225,000.......................... 67,500 90,000 101,250 112,500
$250,000.......................... 75,000 100,000 112,500 125,000
$275,000.......................... 82,500 110,000 123,750 137,500
</TABLE>
The compensation covered by the above plans is the annual earnings of an
employee, including amounts deferred under the Savings Plan, a 401(k) plan. The
covered compensation is the same as the compensation reported in the Summary
Compensation Table under the "Salary" column. The pension table above sets forth
estimated annual retirement benefits, payable as a straight life annuity,
assuming retirement at age 62, using the normal form of benefit under the above
plans; the benefits listed are not subject to any deduction for social security
or other offset amounts.
The number of years of credited service at December 31, 1994 for officers
named in the Summary Compensation Table is as follows: Mr. Houck, 18; Mr.
Ferraro, 5; Mr. Feeney, 18 and Mr. Taylor, 12. Effective May 1, 1992, Mr. Stump
retired with 41 years of credited service. Effective October 31, 1994, Mr.
Ulrich retired with 32 years of credited service.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT
OF 1934 THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT,
IN WHOLE OR IN PART, THE FOLLOWING REPORT AND PERFORMANCE GRAPH SHALL NOT BE
INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
9
<PAGE> 12
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee, which is composed of three of the Company's
outside directors, annually reviews the compensation of the Company's
executives. The Committee's decisions are in turn reviewed by the Board of
Directors as a whole and, for 1994, were adopted by the Board of Directors
without modification.
In making its executive compensation decisions, the Committee seeks to
reward excellent job performance and ability, to recognize the value and
desirability of retaining experienced executives and to provide fair and
reasonable compensation. The Committee believes that compensating executives on
this basis leads to excellence in utility performance which benefits
shareholders and ratepayers alike. The Committee also bears in mind the fiscal
constraints imposed on the Company's decisions by the California Public
Utilities Commission, which regularly reviews the reasonableness of the
compensation paid by the Company. Finally, in factoring the Company's financial
performance into its compensation decisions, the Committee is mindful that the
Company is a regulated utility whose financial performance is to a large extent
dependent upon and constrained by the ratemaking decisions of the California
Public Utilities Commission.
In making individual compensation decisions, the Committee considers each
officer's duties, the quality of his or her performance of those duties and the
contribution the officer has made to the Company's overall performance. If an
officer's duties have been expanded, that is also taken into account by the
Committee. The Committee also considers an officer's experience and value to the
Company. The Committee compares the salary of each officer with the other
officers' salaries and evaluates the range of officers' salaries, taking into
account the number of years each officer has been employed by the Company and
the possibility of future promotions. The Committee also takes into account the
extent and frequency of prior salary adjustments for each officer. The Committee
seeks to set salary levels for the Company's officers so that they are
competitive and reasonable. The Committee annually reviews the salaries of
officers of other major water companies located throughout the United States and
other local companies, as well as the amount of inflation. In reviewing the
salaries of other companies, the Committee takes into account the Company's
small number of officers compared to many other companies of comparable size and
the Company's limited forms of compensating its officers.
The Company's policy is to compensate its officers primarily through their
salaries and not to use a wide variety of compensation schemes. Unlike many
companies, the Company does
10
<PAGE> 13
not pay any bonuses or other incentive compensation, provides comparatively few
perquisites to its officers and does not have a stock option or restricted stock
plan. Thus, the principal vehicle for compensating the Company's officers is
salary. This is a flexible compensation vehicle that allows for annual
adjustment and is not likely to result in wide fluctuations in compensation from
year to year. Moreover, by using salaries as the principal compensation vehicle
and in setting salaries in the manner described above, the Committee is able to
reasonably reward an officer's excellent performance and value to the Company
without being automatically and unduly influenced by variations in the Company's
short-term financial performance, which may arise largely as a result of the
ratemaking decisions of the California Public Utilities Commission or other
factors beyond the Company's control.
In February 1994 the Committee set the President and Chief Executive
Officer's compensation for the twelve months beginning March 1, using the same
bases and considering the same factors it used in setting the compensation
levels for the Company's other executive officers. In particular, the Committee
considered how well the President and Chief Executive Officer had performed his
duties, which involve overall responsibility for the daily operations of the
Company, including the extent of the President and Chief Executive Officer's
contribution to the performance of the Company during the prior year. The
Committee also considered the level of the President and Chief Executive
Officer's salary, taking into consideration the salaries and benefits (to the
extent not comparable to those offered by the Company) of chief executive
officers at other major water companies and comparable local utility companies,
the salaries of the Company's other officers, the rate of inflation, the extent
and frequency of prior adjustments that had been made to the President and Chief
Executive Officer's salary and the benefits paid by the Company.
THE COMPENSATION COMMITTEE
WILLIAM E. AYER
ROBERT W. FOY
ROBERT K. JAEDICKE
11
<PAGE> 14
PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total
returns for the Company, the S&P 500 Index and the Edward D. Jones & Co. Water
Utility Average of 14 companies.
[PERFORMANCE GRAPH]
STOCK PERFORMANCE CHART
BASED ON DECEMBER 31, 1989 VALUES
S&P 500 E.D. JONES CALIF WATER
YEAR INDEX WTR UTILITIES SERVICE
---- ------- ------------- -----------
1989 100.00 100.00 100.00
1990 96.89 96.32 103.66
1991 126.29 124.31 115.68
1992 135.90 144.06 144.30
1993 149.53 164.15 184.10
1994 151.56 150.62 156.01
NOTE: The stock performance shown on the graph above is not necessarily
indicative of future price performance.
12
<PAGE> 15
e
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows the beneficial owners of more than five percent
of any class of the Company's voting securities on January 1, 1995:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
TITLE NAME AND ADDRESS OF BENEFICIAL PERCENT
OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ---------------------------- ------------------------- ----------------- -----------
<S> <C> <C> <C>
Common...................... Western Precision, Inc.(1) 549,976 Shares 8.8%
374 W. Santa Clara Street
San Jose, CA 95196
Preferred................... First Colony Life 36,610 Shares 26.3%
(Series C) Insurance Company(2)
700 Main Street
Lynchburg, VA 24504
</TABLE>
- ----------
(1) Western Precision, Inc. is a wholly-owned subsidiary of SJW Corp. with sole
voting and investment power with respect to these shares. Director J.W.
Weinhardt is President and Chief Executive Officer, as well as a director,
of SJW Corp.
(2) First Colony Life Insurance Company has sole voting and investment power
with respect to these shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning beneficial ownership
of shares of the Company's equity securities by Messrs. Ferraro, Feeney and
Taylor on January 1, 1995:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
TITLE NAME OF OF BENEFICIAL PERCENT
OF CLASS BENEFICIAL OWNER(1) OWNERSHIP(2) OF CLASS
- -------------------------- -------------------- ----------------- -----------
<S> <C> <C> <C>
Common.................... Francis S. Ferraro 312 Shares(3) Less than 1%
Common.................... Gerald F. Feeney 2,875 Shares(4) Less than 1%
Common.................... Raymond H. Taylor 859 Shares(3) Less than 1%
</TABLE>
- ------------
(1) For the directors of the Company, Messrs. Houck and Stump and all of the
directors and officers of the Company as a group, refer to the table in
Election of Directors for information as to their beneficial ownership of
shares of the Company.
(2) Messrs. Ferraro, Feeney and Taylor have sole voting and sole investment
power with respect to the shares owned by them (or share such powers with
their spouses).
(3) All of these shares are held in the Savings Plan.
(4) Includes 1,637 shares held in the Savings Plan.
13
<PAGE> 16
GENERAL INFORMATION
The Board of Directors is not aware of any matters to come before the
meeting other than the proposals for the election of directors and the
ratification of the selection of independent auditors. If any other matters
should be brought before the meeting, or any adjournment thereof, upon which a
vote properly may be taken, the shares represented by the proxies in the
accompanying form will be voted with respect thereto in accordance with the
discretion of the proxy holders insofar as such proxies are not limited to the
contrary.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next annual
meeting of the Company must be received by the Company by November 13, 1995, for
inclusion in the next proxy statement and form of proxy relating to that
meeting. Submission of a proposal does not guarantee its inclusion in a proxy
statement or its presentation at a shareholder meeting. Shareholder proposals
are subject to regulation under federal securities laws.
BY ORDER OF THE BOARD OF DIRECTORS
HELEN MARY KASLEY, Secretary
San Jose, California
March 13, 1995
14
<PAGE> 17
CALIFORNIA WATER SERVICE COMPANY
PROXY SOLICITED BY THE BOARD OF DIRECTORS
P
R
O
X DONALD L. HOUCK and HELEN MARY KASLEY, and each of them with full
Y power of substitution, are hereby authorized to vote, as designated on the
reverse side, the stock of the undersigned at the Annual Meeting of
Shareholders of California Water Service Company to be held at 1720 N.
First Street, San Jose, California on Wednesday, April 19, 1995
at 10:00 A.M., or at any adjournment thereof.
PLEASE DATE, SIGN AND MAIL IMMEDIATELY IN THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE SIDE
<PAGE> 18
X Please mark votes as in this example.
___
It not otherwise directed, this proxy will be voted FOR the election of
directors and FOR ratification of the appointment of KPMG Peat Marwick as
auditors. The Board of Directors recommends voting in favor of these matters.
1. ELECTION OF DIRECTORS
Nominees: William E. Ayer, Robert W. Foy, Edward D. Harris, Jr., MD.,
Donald L. Houck, Robert K. Jaedicke, Linda R. Meier, C.H. Stump,
Edwin E. van Bronkhorst and J.W. Weinhardt.
___ FOR ALL NOMINEES ___ WITHELD FROM ALL NOMINEES
___ For all nominees except as noted above
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK as the
independant auditors of the Company. ___ FOR ___ AGAINST ___ ABSTAIN
3. IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____
NOTE: Please sign exactly as name appears hereon. If signing as attorney,
executor, administrator, trustee, guardian or the like, please give your
full title as such. If signing for a corporation, please give your title. In
the case of shares standing in the name of two or more persons, California
law permits the voting of such shares under a proxy signed by any one of
such persons if none of the others is present in person or represented by proxy.
Signature _____________________ Date _____
Signature _____________________ Date _____
PLEASE DATE, SIGN and RETURN PROMPTLY
