Bowne Conversion 14
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 sec. 240.14a-11(c) or sec. 240.14a-12
SJW Corp.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement)
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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
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Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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 registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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SJW CORP.
Notice of Annual Meeting of Shareholders _ April 16, 1998
To The Shareholders:
The annual meeting of the shareholders of SJW Corp., a California
corporation, will be held, as provided in the By-Laws, on Thursday, April
16, 1998, at 10 o'clock in the morning at the principal executive offices
of the Corporation, 374 West Santa Clara Street, San Jose, California,
95113, for the following purposes:
1. To elect a Board of Directors of the Corporation to serve for the
ensuing year.
2. To consider and act upon a proposal to ratify the selection of
KPMG Peat Marwick LLP as independent auditors of the Corporation for
1998.
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.
The close of business on Tuesday, February 17, 1998, has been fixed as
the record date for the determination of shareholders entitled to vote at
the annual meeting or any adjournment thereof.
If you are unable to be present, please mark, date and sign the enclosed
proxy and return it in the enclosed envelope.
By Order of the Board of
Directors
Robert A. Loehr, Assistant Secretary
San Jose, California
February 27, 1998
PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY
Proxy Statement
SOLICITATION OF PROXY AND REVOCABILITY,
VOTING SECURITIES
The enclosed proxy is solicited on behalf of the Board of Directors of
SJW Corp., a California corporation (the "Corporation"), for use at the
annual meeting of shareholders to be held on April 16, 1998, at 10 o'clock
in the morning at the principal executive offices of the Corporation, 374
West Santa Clara Street, San Jose, California 95113, or any adjournments or
postponements thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. Only shareholders of record at
the close of business on February 17, 1998 will be entitled to vote.
This proxy statement and the accompanying form of proxy are being mailed
to the Corporation's shareholders on or about February 27, 1998. The
Corporation's Annual Report (including financial statements) for the year
ended December 31, 1997 is being distributed with this Proxy Statement.
As of the close of business on February 17, 1998, the Corporation had
3,170,347 common shares of issued and outstanding voting securities. Each
common share is entitled to 1 vote. Every shareholder, or his proxy
(including the persons named in the enclosed 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 or
distribute his votes on the same principle among as many candidates as he
thinks fit. No shareholder or proxy, however, shall 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.
Discretionary authority to cumulate votes in the event that cumulative
voting is invoked by any shareholder is solicited by the Board of
Directors. The nine nominees receiving the highest number of votes will be
elected directors.
A majority of the Corporation's common shares, present in person or
represented by proxy, shall constitute a quorum for purposes of the Annual
Meeting. In all matters other than the election of directors, the
affirmative vote of a majority of the shares present in person or
represented by proxy at the Annual Meeting and entitled to vote on the
subject matter shall be required. Directors may be elected by a plurality
of the votes present in person pursuant to cumulative voting (as described
above) or by the affirmative vote of a majority of the shares present in
person or represented by proxy without cumulative voting. Abstentions and
broker non-votes are each included in the number of shares present for
quorum purposes. Abstentions, which may be specified on all proposals
other than the election of directors, are counted in tabulations of the
votes cast on proposals presented to shareholders; whereas broker non-votes
are not counted for purposes of determining whether a proposal has been
approved.
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. All shares represented by duly executed proxies will
be voted "FOR" the election as directors of each of the nominees named
herein unless the proxy is marked to indicate that such authority is
withheld. In the event any of said nominees should be unavailable to serve
as a director, which contingency is not presently anticipated, it is the
intention of the persons named in the enclosed proxy to vote "FOR" the
election of such other person or persons as the Board of Directors may
designate as a nominee. With respect to the ratification of the selection
of the independent auditors, all shares represented by duly executed
proxies will be voted "FOR" the proposal if no choice is indicated on the
proxy.
Any person giving a proxy has the power to revoke it at any time before
its exercise. It may be revoked by filing with the Corporation an
instrument of revocation or by the presentation to the meeting of a duly
executed proxy bearing a later date. It may also be revoked by attending
the meeting and voting in person.
The Corporation will bear the entire cost of preparing, assembling,
printing and mailing the proxy statement, the proxies and any additional
materials which may be prepared by the Corporation and furnished to
shareholders. The solicitation of proxies will be made by mail and may
also be made by telephone, telegraph, or personally by directors, officers
and regular employees of the Corporation who will receive no extra
compensation for such services.
ELECTION OF DIRECTORS
(Item 1 on Proxy Card)
At the annual meeting 9 directors (constituting the entire board) are to
be elected to hold office until the next annual meeting of the
Corporation's shareholders and until a successor for such director is
elected and qualified, or until the death, resignation or removal of such
director.
A brief biography of each nominee (including the nominee's business
experience during the past 5 years) is set forth below. All nominees are
currently directors of the Corporation and have served in such capacity
since the Corporation was organized in 1985, except Mr. Gibson who has
served since 1986, Mr. DiNapoli who has served since 1989, Mr.
Toeniskoetter who has served since 1991, Mr. Cali who has served since 1992
and Mr. Roth who has served since 1994. All nominees are also directors of
San Jose Water Company, a wholly-owned public utility water corporation
subsidiary of the Corporation, and of SJW Land Company, a wholly-owned real
estate development company subsidiary of the Corporation. It is the
Corporation's intention to appoint all persons elected as directors of the
Corporation at the annual meeting to be directors of San Jose Water Company
and SJW Land Company for a concurrent term.
Mark L. Cali, Attorney at Law, with the firm Clark, Cali and Negranti,
LLP since December 1996. Formerly, he was with the firm Bledsoe,
Cathcart, Diestel, Livingston, and Pedersen from October 1994 through
November 1996, with Jencks & Hunt from May 1994 through October 1994, and
prior to that with Ropers, Majeski, Kohn, Bently, Wagner and Kane from
October 1990 through May 1994. Mr. Cali, age 32, has served as a
director of San Jose Water Company since 1992.
J. Philip Dinapoli, Attorney at Law, Chairman of Comerica California Inc.
(California bank holding company). He serves as a director of Comerica,
Inc. (bank holding company) and Comerica Bank-California (bank). He
served as Chairman of Citation Insurance Company (Workers Compensation
specialty carrier) until November 20, 1996. He is also the owner of
DiNapoli Development Company (real estate development company). Mr.
DiNapoli, age 58, is a member of the Audit Committee and has served as a
director of the San Jose Water Company since 1989.
Drew Gibson, Chairman of the Board and Chief Executive Officer of the
Gibson Speno Company (real estate development and investment company) and
Chairman of the Board of the Gibson Speno Management Company (real estate
management company). He also serves as a director of Comerica Bank-
California (bank) and Celluphone, Inc. (Los Angeles based cellular
agent). Mr. Gibson, age 55, is a member of the Audit and Compensation
Committees and has served as a director of San Jose Water Company since
1986.
Ronald R. James, President Emeritus of the San Jose Chamber of Commerce
(business promotion organization), formerly President and Chief Executive
Officer of the Chamber. Mr. James, age 69, is a member of the Executive,
Audit and Compensation Committees and has served as a director of San
Jose Water Company since 1974.
George E. Moss, Vice Chairman of the Board of Roscoe Moss Manufacturing
Company (manufacturer of steel water pipe and well casing). Mr. Moss was
formerly President of the Roscoe Moss Company (holding company). Mr.
Moss, age 66, is a member of the Compensation Committee and has served as
a director of San Jose Water Company since 1984.
Roscoe Moss, Jr., Chairman of the Board of Roscoe Moss Manufacturing
Company (manufacturer of steel water pipe and well casing). Mr. Moss was
formerly Chairman of the Board of Roscoe Moss Company (holding company).
Mr. Moss, age 68, is a member of the Corporation's Executive and
Compensation Committees and has served as a director of San Jose Water
Company since 1980.
W.R. Roth, President of the Corporation since October 1996. Prior to
that he was Vice President from April 1992 until October 1996 and Chief
Financial Officer and Treasurer of the Corporation from January 1990
until October 1996. He has been President of San Jose Water Company
since October 1994. He has been Chief Executive Officer since October
1996. Prior to that he was Chief Operating Officer from October 1994
until October 1996. He was Vice President of San Jose Water Company from
April 1992 until July 1994 and Senior Vice President from July 1994 until
October 1994. He served as Chief Financial Officer and Treasurer from
January 1990 until October 1994. Mr. Roth, age 45, has served as a
director of San Jose Water Company since 1994.
Charles J. Toeniskoetter, President of Toeniskoetter & Breeding Inc.
(construction and real estate development company). He also serves as a
director of Redwood Trust, Inc. (real estate investment trust). Mr.
Toeniskoetter, age 53, is a member of the Audit Committee and has served
as a director of San Jose Water Company since 1991.
J.W. Weinhardt, Chairman and Chief Executive Officer of the Corporation.
Prior to becoming Chairman in October 1996 he was President and Chairman
of the Board of San Jose Water Company. Prior to his election to
Chairman of the Board in October 1994, he was President of the San Jose
Water Company. He also served as Chief Executive Officer of the San Jose
Water Company until October 1996. Mr. Weinhardt, age 66, is a member of
the Corporation's Executive Committee and has served as a director of San
Jose Water Company since 1975. Mr. Weinhardt also serves as a director
of California Water Service Group. Until November 30, 1997, Mr.
Weinhardt served as a director of SJNB Financial Corp. and its subsidiary
San Jose National Bank.
Nominees Roscoe Moss, Jr. and George Moss are brothers. Other than the
family relationship described in the preceding sentence, no nominee has any
family relationship with any other nominee or with any executive officer.
In the unanticipated event that a nominee is unable or declines to serve
as a director at the time of the annual meeting, proxies will be voted for
any nominee named by the present Board of Directors to fill the vacancy.
As of the date of this Proxy Statement, the Corporation is not aware of any
nominee who is unable or will decline to serve as a director.
No nominee is or has been employed in his principal occupation or
employment during the past 5 years by a corporation or other organization
that is a parent, subsidiary or other affiliate of the Corporation, other
than Mr. Weinhardt and Mr. Roth whose employment relationship with San Jose
Water Company is described above.
The following sets forth, as of January 1, 1998, the beneficial ownership
of shares of the outstanding Common Stock of the Corporation by each
director or nominee to the Board, each beneficial owner of more than 5% of
the common stock, each officer listed in the Summary Compensation Table and
the executive officers of the Corporation as a group. Each nominee has
sole voting and sole investment power with respect to the shares of the
Corporation's stock listed below (or shares such powers with his spouse).
Amount and Percent of
nature of Class
Class of beneficial beneficially
Name stock ownership owned
- ------- --------------- ------------- ----------
- ---
Directors:
Mark L. Cali Common 3,499 *
J. Philip DiNapoli Common 600 *
Drew Gibson Common 500 *
Ronald R. James Common 200 *
George E. Moss Common 527,156 (1) 16.2%(2)
Roscoe Moss, Jr. Common 523,878 16.1%(2)
W. R. Roth Common 3,500 *
Charles J. Toeniskoetter Common 300 *
J.W. Weinhardt Common 6,050 *
Executive Officers:
Fred R. Meyer Common 900 *
R. J. Pardini Common 514 *
G.J. Belhumeur Common 918 *
All directors and executive officers
as a group (17 individuals) Common 1,070,015 33.75%
____________
* Denotes an amount less than 1%.
(1) Includes 148,483 shares held by trust for which Mr. Moss is trustee
or co-trustee. Mr. Moss disclaims any pecuniary interest in 29,344
shares.
(2) The address for Mr. George E. Moss and Mr. Roscoe Moss Jr. is 4360
Worth Street, Los Angeles, CA 90063.
_______________
The Corporation and San Jose Water Company pay their non-employee
directors annual retainers of $3,000 and $13,200, respectively. In
addition, all directors of the Corporation and San Jose Water Company are
paid $1,000 for each Board or committee meeting attended. SJW Land Company
directors are paid $500 for each Board meeting attended.
Upon ceasing to serve as a director of the Corporation or San Jose Water
Company, as the case may be, directors or their estate are currently
entitled to receive from the respective corporation a benefit equal to the
annual retainer paid to its directors. This benefit will be paid for the
number of years the director served on the board up to a maximum of 10
years.
The Board of Directors has an Executive Committee, an Executive
Compensation Committee and an Audit Committee. The Audit Committee reviews
the results of the annual audit, the financial statements, any supplemental
management information submitted by the auditors, and internal accounting
and control procedures. It also recommends the selection of auditors to
the Corporation's shareholders. The Executive Compensation Committee
reviews and recommends to the Board of Directors appropriate compensation
for executive officers of the corporation. There is no standing nominating
committee. During 1997, there were 4 regular meetings of the Board of
Directors, 3 regular meetings of the Audit Committee and 1 meeting of the
Executive Compensation Committee. All directors attended 100% of all Board
and applicable committee meetings.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers and directors, and persons who own more
than ten percent of a registered class of the Corporation's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC") and the American Stock
Exchange. Officers, directors and greater than ten percent shareholders
are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such reports received by it,
and written representations from certain reporting persons that no other
reports were required during 1997, the Corporation believes that during
1997 all officers, directors and greater than ten percent beneficial owners
were in compliance with all Section 16(a) filing requirements.
RATIFICATION OF APPROVAL OF INDEPENDENT AUDITORS
(Item 2 on Proxy Card)
The Audit Committee of the Board of Directors has recommended the
continued use by the Corporation of the services of KPMG Peat Marwick LLP,
the auditors for the Corporation since it was organized in 1985 and the
auditors for San Jose Water Company since 1936. The Board of Directors
recommends a vote "FOR" the adoption of the proposal to ratify the
selection of KPMG Peat Marwick LLP, certified public accountants, to audit
the accounts of the Corporation for the year 1998.
Representatives of KPMG Peat Marwick LLP are expected to be present at
the annual meeting. They have been offered the opportunity to make a
statement if they desire to do so and are expected to be available to
respond to appropriate questions.
EXECUTIVE COMPENSATION
The following table contains certain summary information regarding the
cash compensation, paid by the Corporation and its subsidiaries for each of
the corporations' last three completed fiscal years, to the Chairman and
Chief Executive Officer and to the four other executive officers whose
total annual salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation(1) Long Term
Compensation(1)
------------------------ ----------------------
- ---------
Awards
Other ---------
Payouts All
Annual Restricted ------
- - Other
Name and Principal Compen- Stock Options/ LTIP
Compen-
Position Year Salary Bonus sation Award(s) SAR's
Payouts sation
- ----------------- ---- ------ ----- ------ ------- ------- ------
- - ---------
($) ($) ($) ($) ($) ($)
($)
J.W. Weinhardt 1997 $ 95,513
$ 9,090(2)
Chairman and 1996 $270,000
$11,100(2)
Chief Executive
Officer 1995 $270,000
$13,700(2)
SJW Corp., Chairman
San Jose Water
Company
W.R. Roth 1997 $214,903
$11,400(2)
President SJW 1996 $193,750
$11,100(2)
Corp.
President and 1995 $150,000
$13,000(2)
Chief Executive
Officer
San Jose Water
Company
F.R. Meyer 1997 $142,770
$ 4,283(3)
Vice President 1996 $143,417
$ 4,303(3)
San Jose Water
Company 1995 $136,501
$ 4,095(3)
R.J. Pardini 1997 $117,064
$ 3,512(3)
Vice President 1996 $115,375
$ 3,461(3)
San Jose Water
Company 1995 $106,750
$ 3,087(3)
G.J. Belhumeur 1997 $122,833
$ 3,685(3)
Vice President 1996 $111,375
$ 2,285(3)
San Jose Water
Company 1995 $102,917
$ 2,824(3)
__________
(1) Long Term Compensation Award or Payout Plans are not provided to
employees of the Corporation or its subsidiaries.
(2) Represents matching contributions paid by the San Jose Water
Company under its Salary Deferral Plan of $4,500 in 1995 and 1996, and
$4,800 in 1997, except as to Mr. Weinhardt who received $2,490 in
deferred compensation in 1997. The balance are amounts received for
Directors fees.
(3) Represents matching contributions paid by the San Jose Water
Company under its Salary Deferral Plan.
The foregoing table does not include benefits provided under San Jose
Water Company's Retirement Plan (the "Retirement Plan") or Supplemental
Executive Retirement Plan (SERP).
All employees of San Jose Water Company participate in the Retirement
Plan. Although subject to adjustment to comply with Internal Revenue Code
requirements, the regular benefit formula of the plan provides for a
monthly retirement benefit equal to 1.6% of the employee's average monthly
compensation for each year of credited service. Compensation means the
employee's regular salary prior to reduction under the Deferral Plan. The
plan also contains a minimum benefit formula which, although also subject
to adjustment, provides for a monthly retirement benefit equal to up to 55%
of the employee's average compensation for the highest 36 consecutive
months of compensation, less 50% of primary social security benefits. This
minimum monthly benefit is reduced by 1/30th for each year of credited
service less than 30 years. Benefits vest after 5 years of service or at
age 65; there are provisions for early retirement. In addition, in 1992 the
Board of Directors of San Jose Water Company adopted a nonqualified,
unfunded Supplemental Executive Retirement Plan (SERP) for certain
executives and officers of the San Jose Water Company. It is intended that
the SERP in combination with the Retirement Plan will provide the covered
executives and officers with a total retirement benefit commensurate with
executives and officers of other comparable private water utilities. A
minimum of twenty years of service is required for vesting in the SERP.
The amounts contributed to the Retirement Plan by San Jose Water Company to
fund retirement benefits with respect to any individual employee cannot be
readily ascertained. The following table sets forth combined estimated
retirement benefits, payable as a straight life annuity, assuming
retirement at age 65 using the minimum benefit formula and the SERP:
PENSION PLAN TABLE
Years of Service(1)(2)(3)(4)
Average ----------------------------
compensation15 Years20 Years 25 Years 30 Years 35 Years
--------- -------- -------- -------- -------- --------
$100,000 $25,000 $44,000 $49,500 $55,000 $55,000
$125,000 $31,250 $55,000 61,875 $68,750 $68,750
$150,000 $37,500 $66,000 $74,250 $82,500 $82,500
$175,000$40,000(5) $77,000 $86,625 $96,250 $96,250
$200,000$40,000(5) $88,000 $99,000 $110,000 $110,000
$225,000$40,000(5) $99,000 $111,375 $123,750 $123,750
$250,000$40,000(5) $110,000 $123,750 $137,500 $137,500
$275,000$40,000(5) $121,000 $136,125 $151,250 $151,250
$300,000$40,000(5) $132,000 $148,500 $165,000 $165,000
(1) The benefits listed in the table under the 15 years column are
subject to deduction of 50% of the participant's social security
benefits at age 65.
(2) The number of years of credited service and covered compensation at
December 31, 1997 is for Mr. Meyer, 19 years, $142,770; Mr. Roth, 7
years, $214,903; Mr. Pardini, 10years, $117,064; Mr. Belhumeur, 15
years, $122,833.
(3) Applicable laws and regulations limit the amounts which may be
paid.
(4) No additional benefits are accrued at the present time.
(5) Compensation is limited to $160,000 in 1997 for the Retirement
Plan.
Mr. Weinhardt, effective January 1, 1997, commenced receiving benefits
under the Retirement Plan and SERP.
Compensation Committee Interlocks and Insider Participation
No member of the Executive Compensation Committee was at any time during
the 1997 fiscal year or at any other time an officer or employee of the
Corporation or any of its subsidiaries. No executive officer of the
Corporation serves as a member of the board of directors or compensation
committee of any entity which has one or more executive officers serving as
a member of the Corporation's Board of Directors or Executive Compensation
Committee. The following non-employee directors served on the Executive
Compensation Committee during fiscal 1997: Drew Gibson, Ronald R. James,
Roscoe Moss, Jr. and George E. Moss.
EXECUTIVE COMPENSATION COMMITTEE REPORT
As members of the Executive Compensation Committee it is our duty to
review compensation levels of the executive officers of the Corporation and
its subsidiaries and to make appropriate recommendations to the Board of
Directors.
The compensation policy of the Corporation, as recommended by the
Committee and approved by the Board of Directors, requires that a portion
of the annual compensation of each officer relate to and must be contingent
upon, the long-term total return to shareholders of the corporation, within
the constraints imposed upon the Water Company by the regulatory process,
as well as the individual contribution of each officer. A goal of this
process is to attract, develop and retain high-quality senior management
through competitive compensation.
The committee reviews with the Board all aspects of compensation for the
Chairman J. W. Weinhardt, and that of the President W.R. Roth. In October
1996, the Committee met and recommended and the Board approved that Mr.
Weinhardt's salary as Chairman of the Board be set at $100,000, effective
January 1, 1997. Mr. Roth's salary as President of the Corporation was at
the same time set at $225,000 effective October 17, 1996, and for 1997.
In January, 1997, the Committee reviewed the reasonableness of
compensation paid to executive officers of the Corporation based in part on
information provided by the President. In doing so, the committee took
into account how the particular compensation compares to compensation paid
by other similarly situated companies, individual performance, tenure and
internal comparability considerations.
The Committee's recommendations were found to be reasonable and the Board
of Directors approved the compensation schedule for the executive officers.
Executive Compensation Committee
Drew Gibson
Ronald R. James
George E. Moss
Roscoe Moss, Jr.
Dated: January 29, 1998
The following performance graph compares the changes in the cumulative
shareholder return on the Corporation's common shares with the cumulative
total return on the Water Utility Index and the S&P 500 Index during the
last five years ended December 31, 1997. The comparison assumes $100 was
invested on January 1, 1992 in the Corporation's common shares and in each
of the foregoing indices and assumes reinvestment of dividends.
[GRAPH]
The Water Utility Index is the 14 company Water Utility Index prepared by
Edward D. Jones & Co.
The preceding Compensation Committee Report on Executive Compensation and
the preceding SJW Corp. Stock Performance Chart shall not be deemed
incorporated by reference into any previous filings under the Securities
Act of 1933 or the Exchange Act that might incorporate future filings,
including this Proxy Statement, in whole or in part, nor are such Report or
Chart to be incorporated by reference into any future filings.
GENERAL INFORMATION
The Board of Directors is not aware of any matters to come before the
meeting other than as set forth herein. If any other matters should be
brought before the meeting, the persons named in the enclosed form of proxy
will have discretionary authority to vote all proxies with respect thereto
in accordance with their judgment. Whether or not you intend to be present
at the meeting, you are urged to complete, sign and return your proxy
promptly.
Shareholder Proposals
Shareholder proposals intended to be presented at next year's annual
meeting of shareholders scheduled for April 15, 1999, must be received by
the Corporation by October 30, 1998, for inclusion in the Corporation's
proxy materials relating to that meeting. Proposals which comply with
rules and regulations of the Securities and Exchange Commission and are
timely received will be included in next year's Proxy Statement.
By Order of the Board of
Directors
Robert A. Loehr, Assistant Secretary
San Jose, California
February 27, 1998
PROXY
SJW CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FEBRUARY 27, 1998
J.W. WEINHARDT and ROBERT A. LOEHR, and each of them with full power of
substitution, are hereby authorized to vote, as designated on the reverse
side, the shares of stock of the undersigned at the annual meeting of
shareholders of SJW Corp. to be held at 374 West Santa Clara Street, San
Jose, California on Thursday, April 16, 1998 at 10:00 A.M., or at any
adjournments or postponements thereof:
If not otherwise directed, this proxy will be voted FOR the election of
each of management's nominees for directors and FOR ratification of the
selection of KPMG Peat Marwick LLP as auditors and at the discretion of the
proxy holders upon such other business as may properly come before the
meeting. The Board of Directors recommends voting in favor of these
matters.
(continued and to be dated and signed on the reverse side)
------------------
SEE REVERSE SIDE
------------------
Please mark
votes as in
[X] this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
LISTED BELOW AS DIRECTORS, FOR THE RATIFICATION OF THE SELECTION OF KPMG
PEAT MARWICK LLP AS AUDITORS AND OTHERWISE AT THE DISCRETION OF THE
PROXIES.
1. Election of Directors:
Nominees: M.L. Cali, J.P. DiNapoli, D. Gibson, R.R. James, G. Moss, R.
Moss Jr., W.R. Roth, C.J. Toeniskoetter and J.W. Weinhardt
FOR WITHELD ----------------------
ALL FROM ALL For all nominees
----- NOMINEES ---- NOMINEES ---- except as noted above
2. Ratification of the selection of KPMG Peat Marwick LLP as independent
auditors of the corporation.
FOR ---- AGAINST ---- ABSTAIN ----
3. In their discretion upon any other matter that may properly come before
the Annual Meeting of Shareholders or any adjournments or postponements
thereof.
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT_________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as your 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: ------
