UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 28, 1999
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SJW Corp.
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(Exact name of registrant as specified in its charter)
California 1-8966 77-0066628
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
374 W. Santa Clara Street, San Jose, California 95196
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 279-7810
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
On October 28, 1999, SJW Corp. (the "Registrant") and
American Water Works Company, a Delaware corporation,
("American") entered into a definitive merger agreement by which
a wholly owned subsidiary will merge with and into the
Registrant. A copy of the press release issued by the Registrant
on October 29, 1999 concerning the foregoing transaction is filed
herewith as Exhibit 99.1 and is incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Exhibits
99.1 Press Release of Registrant, dated
October 29, 1999, announcing Registrant's
agreement to merge with a wholly owned
subsidiary of American.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SJW Corp.
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November 1, 1999 /s/ Angela Yip
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Angela Yip, Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Document
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99.1 Press Release of Registrant, dated October 29, 1999,
announcing Registrant's agreement to merge with a
wholly owned subsidiary of American.
PRESS RELEASE EXHIBIT 99.1
AMERICAN WATER WORKS COMPANY, INC.
AND SJW CORP. SIGN MERGER AGREEMENT
TRANSACTION ENHANCES NATION'S LARGEST INVESTOR-OWNED WATER
COMPANY'S POSITION IN WESTERN UNITED STATES
VOORHEES, N.J., October 29, 1999 - American sWater Works Company,
Inc. (NYSE:AWK) President and CEO J. James Barr and SJW Corp.
(AMEX:SJW) President and CEO W. Richard Roth today jointly
announced an agreement to merge SJW Corp. into American Water
Works Company. Strategically, this positions American Water Works
Company to be an active participant in a market that continues to
experience significant population growth, which presents a
variety of challenging water supply and quality issues. American
Water Works Company is uniquely qualified to expand the resources
currently available to SJW Corp. and address these issues in
partnership with the state and local communities.
American Water Works Company has agreed to acquire all the common
stock of SJW Corp. for approximately $390 million in cash, or
$128 per share and assumption of $90 million in debt. SJW Corp.,
through its subsidiary San Jose Water Company, provides water to
216,000 customers or approximately one million people in San
Jose, California and nearby communities.
"We are very excited about this transaction," commented Roth.
"It provides our customers access to additional state-of-the-art
technologies, provides more career opportunities for our
employees with the largest water company in the United States,
and provides shareholder value for both SJW Corp. and American
Water Works Company investors."
Barr noted, "SJW Corp. is a premier regional water company. This
merger, combined with our existing California operations and our
recently announced acquisition of the water and wastewater assets
of Citizens Utilities Company, strategically positions the
Company to further participate in significant growth
opportunities in the Western United States. We will now have
about 516,000 customers or 17% of our total customer base located
in California, Arizona and New Mexico, significantly enhancing
the geographic diversity of the more than 3 million customers
served by subsidiary companies."
"We will now be focusing our attention on the successful
integration of both SJW Corp. and Citizens Utilities Company
water and wastewater assets into the American Water System,"
concluded Barr. It is anticipated that both transactions will be
completed in 8-12 months following regulatory approval,
termination of the waiting period under Federal antitrust laws
and completion of other requirements. These acquisitions will be
dilutive to earnings per share by approximately 3 to 4 cents for
about 18 months while integration takes place, Barr noted. "Our
focus is on building a much broader basis for long-term earnings
growth. This is consistent with our commitment to the creation
of shareholder value for years to come."
SJW Corp. is a holding company with two wholly-owned
subsidiaries, San Jose Water Company and SJW Land Company. San
Jose Water Company is the largest single water system regulated
by the California Public Utilities Commission. SJW Corp. also
owns 1,099,952 shares (8.7%) in California Water Service Group.
American Water Works Company is the largest and most
geographically diverse investor-owned water utility business in
the U.S. The Company's utility subsidiaries and affiliates now
serve approximately 10 million people in 23 states. Following
the closing of this acquisition and the acquisition of the water
and wastewater utility assets of Citizens Utilities Company,
American Water Works Company utility subsidiaries will serve over
3 million customers, or a population of 12 million.
This release may contain certain forward looking statements
involving known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied
by such forward looking statements. These factors include, among
others, the following: general economic and business conditions;
competition; success of operating initiatives, advertising and
promotional efforts; existence of adverse publicity or
litigation; changes in business strategy or plans; quality of
management; business ability and judgement of personnel;
availability, terms and development of capital; business
abilities and judgment of personnel; changes in, or the failure
to comply with governmental regulations; and Year 2000 issues.
