Bowne Conversion 15
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
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[ ] 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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Payment of Filing Fee (Check the appropriate box):
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11:
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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.
[PERFORMANCE GRAPH]
1992 1993 1994 1995 1996 1997
SJW Corp. 100 118 101 126 166 224
Water Utility Index 100 114 106 135 162 221
S&P 500 100 110 111 153 188 251
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: ------
