<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
SJW Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
- --------------------------------------------------------------------------------
(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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(4) Date Filed:
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<PAGE> 2
SJW CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS -- APRIL 22, 1999
To The Shareholders:
The annual meeting of the shareholders of SJW Corp. (the "Corporation")
will be held on Thursday, April 22, 1999, at 10 o'clock in the morning at the
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 1999.
3. To act on the shareholder proposal set forth in the enclosed proxy
statement.
4. To transact such other business as may properly come before the meeting
or any adjournment of the meeting.
The Board of Directors' nominees for directors are set forth in the
enclosed proxy statement.
The close of business on Monday, March 15, 1999, has been fixed as the
record date for the determination of shareholders entitled to vote at the annual
meeting.
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, Secretary
San Jose, California
March 8, 1999
<PAGE> 3
1999 PROXY STATEMENT
------------------------
SJW CORP.
PURPOSE OF A PROXY
The shares of stock you own in SJW Corp. (the "Corporation") entitle you to
vote on certain matters important to the Corporation. When shareholders are
unable to attend the annual meeting in person, they may vote by the proxy
process. A proxy is, in effect, a special power of attorney to vote your stock
in your absence. This Proxy Statement explains the process. The separate Proxy
Card contains a ballot for your use and signature. Only shareholders who are
owners of stock on the record books of the Corporation at the close of business
on March 15, 1999 are entitled to vote either in person or by proxy.
SOLICITATION OF YOUR PROXY
The enclosed proxy is solicited from you on behalf of the Board of
Directors of SJW Corp. for use at the annual meeting of shareholders. The annual
meeting is to be held on April 22, 1999, at 10 o'clock in the morning at the
offices of the Corporation, 374 West Santa Clara Street, San Jose, California
95113. Your proxy will also be valid and remain in effect for any adjournments
or postponements of the 1999 annual meeting, should there be any.
The Board of Directors asks for your proxy 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 1999.
3. To act on the shareholder proposal set forth in the enclosed proxy
statement.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
YOU CAN REVOKE YOUR PROXY
Any shareholder giving a proxy has the power to revoke the proxy at any
time before it is voted. You may revoke your proxy by attending the meeting and
voting in person. You may also
1
<PAGE> 4
revoke it by filing a written revocation with the Corporation or by the
presenting at the meeting a properly signed proxy bearing a later date.
VOTING PROCEDURES FOR THE ANNUAL MEETING
On October 26, 1998, the Board of Directors announced a discretionary stock
buyback program. As of the close of business on February 26, 1999, the
Corporation had repurchased 124,800 common shares, leaving 3,045,547 common
shares of issued and outstanding voting securities. Each common share is
entitled to 1 vote.
Every shareholder, or his proxy or the persons named in the enclosed proxy
card, may cumulate his or her votes and give one candidate a number of votes
equal to the number of directors to be elected. Alternately, he or she may
distribute his or her votes on the same principle among as many candidates as he
or she thinks fit. No shareholder or proxy, however, shall be entitled to
cumulate votes unless (1) such candidate or candidates have been placed in
nomination prior to the voting and (2) the shareholder has given notice at the
meeting prior to any voting that the shareholder intends 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 seeks, by your proxy, the discretionary authority to cumulate votes in
the event that cumulative voting is invoked by any shareholder. The nine
nominees receiving the highest number of votes will be elected directors.
QUORUMS AND MAJORITY VOTES
A majority of the Corporation's common shares, whether present in person or
represented by proxy, shall constitute a quorum for purposes of the annual
meeting. Abstentions and broker non-votes are each included in the number of
shares present for quorum purposes.
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, which may be specified on all proposals other
than the election of directors, are counted as votes cast on proposals presented
to shareholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
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<PAGE> 5
The shares represented by proxies will be voted in accordance with the
directions given by the shareholders on the proxy. All shares represented by
duly executed proxies will be voted "FOR" the election as directors of each of
the nominees named below unless the proxy is marked to indicate that such
authority is withheld. Though not anticipated, in the event any of the nominees
should be unavailable to serve as a director, it is the intention of the persons
named on 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.
With respect to the shareholder proposal submitted by James Palma, all
shares represented by duly executed proxies will be voted "AGAINST" the proposal
if no choice is indicated on the proxy.
The Corporation respectfully solicits your proxy. The Corporation will bear
the entire cost of preparing, assembling, printing and mailing this proxy
statement and the enclosed proxy form. 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. If you would like a copy of the Annual
Report on Form 10-K for the year ended December 31, 1998 as filed with the
Securities and Exchange Commission, we will send you one without charge. Please
contact Mr. Loehr at 408-279-7961 or write to:
Investor Relations
SJW Corp.
374 W. Santa Clara Street
San Jose, CA 95196
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
At the annual meeting 9 directors, constituting the entire board, are to be
elected. They are each 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.
3
<PAGE> 6
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 been so for at least 5 years.
Furthermore, all nominees are also directors of San Jose Water Company, the
wholly-owned public utility water corporation subsidiary of the Corporation, and
of SJW Land Company, the 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 the
directors of San Jose Water Company and SJW Land Company for a concurrent term.
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.
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
33, 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 59, is a member of the
Audit Committee and has served as a director of the San Jose Water Company since
1989.
DREW GIBSON, Principal 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 is a director of Celluphone, Inc.
(California based cellular agent) and served as a director of Comerica
Bank-California (bank) until December 31, 1998. Mr. Gibson, age 56, is a member
of the Audit and Compensation Committees and has served as a director of San
Jose Water Company since 1986.
4
<PAGE> 7
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 70, is a member of the 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
67, is a member of the Executive and Compensation Committees 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 69, 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 46, serves on the
Corporation's Executive Committee and 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
54, 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 67, is a member of the Corporation's Executive Committee and has
served as a director of San Jose Water Company since 1975. Mr. Weinhardt
5
<PAGE> 8
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. With that
exception, no nominee has any family relationship with any other nominee or with
any executive officer. Other than Mr. Weinhardt and Mr. Roth, whose employment
relationships with San Jose Water Company and SJW Land Company are described
above, no nominee is or has been employed in his principal occupation or
employment during the past 5 years by the Corporation or its subsidiaries.
In 1998, SJW Land Company paid Gibson Speno Company $105,000 for
consulting, zoning and entitlement services in support of the sale of a parcel
of land intended for subdivision development.
6
<PAGE> 9
The following table sets forth, as of January 1, 1999, 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 or her spouse).
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF CLASS
CLASS OF BENEFICIAL BENEFICIALLY
NAME STOCK OWNERSHIP OWNED
---- -------- ---------- ------------
<S> <C> <C> <C>
Directors:
Mark L. Cali.......................... Common 4,514 *
J. Philip DiNapoli.................... Common 600 *
Drew Gibson........................... Common 500 *
Ronald R. James....................... Common 200 *
George E. Moss(2)..................... Common 527,156(1) 16.6%
Roscoe Moss, Jr.(2)................... Common 523,878 16.5%
W. R. Roth............................ Common 5,350 *
Charles J. Toeniskoetter.............. Common 300 *
J.W. Weinhardt........................ Common 6,050 *
Executive Officers:
F. R. Meyer........................... Common 900 *
G. J. Belhumeur....................... Common 918 *
R. J. Pardini......................... Common 514 *
All directors and executive Officers as
a group (16 individuals).............. Common 1,071,516 33.8%
</TABLE>
- ---------------
* Denotes an amount less than 1%, based upon 3,167,347 shares then
outstanding.
(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.
7
<PAGE> 10
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
1998, there were 4 regular meetings of the Board of Directors, 3 regular
meetings of the Audit Committee and 1 meeting of the Executive and Executive
Compensation Committee. All directors attended 100% of all Board and applicable
committee meetings, except Mr. Gibson who attended all Audit Committee meetings
and 2 regular meetings.
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 an annual 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Executive Compensation Committee was at any time during
the 1998 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 1998: Drew Gibson, Ronald R. James, Roscoe Moss, Jr. and George E.
Moss.
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<PAGE> 11
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 as the auditors
for the Corporation. KPMG Peat Marwick LLP has been the auditor for San Jose
Water Company and its predecessor San Jose Water Works 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 1999.
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.
SHAREHOLDER PROPOSAL
(ITEM 3 ON PROXY CARD)
Shareholder Mr. James Palma advises that on behalf of himself he intends to
present for consideration and action at the annual meeting the following
resolution:
"That SJW Corporation will not give any money or anything of value to
Silicon Valley/ Metropolitan San Jose Chamber of Commerce. Proposal applies
to SJW Corporation or any of its subsidiaries. Effective date is the date
of the spring 1999 Annual Meeting of Shareholders of SJW Corporation."
Mr. Palma's expressed concern is that the Chamber of Commerce is not sensitive
to the quality of life of the residents of the City of San Jose, in particular
that it is actively supporting expansion of the operation of the San Jose
International Airport. He can be reached at 6590 Little Falls Drive, San Jose,
California 95120, telephone 408-268-4073.
STATEMENT IN OPPOSITION TO PROPOSAL
Your Board of Directors unanimously recommends a vote AGAINST this
proposal. While SJW Corp. is not itself a member of the Chamber of Commerce, the
San Jose Water Company has been an active member of the Chamber since 1923. Your
Directors strongly believe that participation in the Chamber of Commerce
continues to provide unique benefits to the Corporation. The Chamber regularly
advises its members on issues likely to affect the local business
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<PAGE> 12
community. The Chamber offers a regular forum for interviewing candidates for
local elected offices. Among other matters, the Chamber supports expansion of
the San Jose airport, as did the City Council on a 10-1 vote. Airport expansion
will allow business and housing growth, both necessary to continued increases in
San Jose Water Company operations. Non-participation in the Chamber of Commerce
would isolate San Jose Water Company from the very business community in which
it operates. Again, your Board of Directors asks your vote AGAINST this
proposal.
EXECUTIVE COMPENSATION
The following table contains certain summary information regarding cash
compensation, paid by the Corporation and its subsidiaries for each of the
corporations' last three completed fiscal years, to the Chairman and the Chief
Executive Officer and to the next four highest compensated executive officers.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1) LONG TERM COMPENSATION(1)
----------------------------------------- ---------------------------------------------
AWARDS PAYOUTS
-------- --------
OTHER RESTRICT ALL
NAME AND ANNUAL STOCK OPTIONS/ LTIP OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARD(S) SAR'S PAYOUTS COMPENSATION
------------------ ---- -------- -------- ------------ -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. W. Weinhardt...... 1998 $126,442 $16,793(2)
Chairman and Chief
Executive 1997 $ 95,513 $ 9,090(2)
Officer, SJW Corp.,
Chairman, 1996 $270,000 $11,100(2)
San Jose Water
Company
W. R. Roth........... 1998 $324,038 $17,800(2)
President SJW Corp., 1997 $214,903 $11,400(2)
President and Chief
Executive 1996 $193,750 $11,100(2)
Officer, San Jose
Water Company
F. R. Meyer.......... 1998 $162,096 $ 4,800(3)
Vice-President 1997 $142,770 $ 4,283(3)
San Jose Water
Company 1996 $143,417 $ 4,303(3)
G. J. Belhumeur...... 1998 $148,558 $ 4,289(3)
Vice President 1997 $122,833 $ 3,685(3)
San Jose Water
Company 1996 $111,375 $ 3,285(3)
R. J. Pardini........ 1998 $138,577 $ 4,002(3)
Vice President 1997 $117,064 $ 3,512(3)
San Jose Water
Company 1996 $115,375 $ 3,461(3)
</TABLE>
10
<PAGE> 13
- ---------------
(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 1996, and $4,800 in both 1997 and
1998, except as to Mr. Weinhardt who received deferred compensation of
$2,490 in 1997 and $3,793 in 1998. The balances 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 and there are provisions for early retirement.
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 ten 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
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<PAGE> 14
benefits, payable as a straight life annuity, assuming retirement at age 65
using the minimum benefit formula and the SERP:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE(1)(2)
AVERAGE ----------------------------------------------------
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
12$5,000... $ 41,250 $ 55,000 $ 61,875 $ 68,750 $ 68,750
15$0,000... $ 49,500 $ 66,000 $ 74,250 $ 82,500 $ 82,500
17$5,000... $ 57,750 $ 77,000 $ 86,625 $ 96,250 $ 96,250
20$0,000... $ 66,000 $ 88,000 $ 99,000 $110,000 $110,000
22$5,000... $ 74,250 $ 99,000 $111,375 $123,750 $123,750
25$0,000... $ 82,500 $110,000 $123,750 $137,500 $137,500
27$5,000... $ 90,750 $121,000 $136,125 $151,250 $151,250
30$0,000... $ 99,000 $132,000 $148,500 $165,000 $165,000
32$5,000... $107,250 $143,000 $160,875 $178,750 $178,750
35$0,000... $115,500 $154,000 $173,250 $192,500 $192,500
</TABLE>
- ---------------
(1) The benefits listed 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, 1998 is for Mr. Roth, 9 years, $324,038; Mr. Belhumeur, 28 years,
$148,558; Mr. Pardini, 11 years, $138,577 and Mr. Balocco, 16 years,
$138,173.
(3) Applicable laws and regulations may limit the amounts which may be paid.
(4) No additional benefits are accrued at the present time.
Mr. Weinhardt, effective January 1, 1997, commenced receiving benefits
under the Retirement Plan and SERP.
12
<PAGE> 15
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
January, 1998, the Committee met and recommended and the Board approved that Mr.
Weinhardt's salary as Chairman of the Board be set at $125,000, effective
January 1, 1998. Mr. Roth's salary as President of the Corporation was at the
same time set at $325,000 effective January 1, 1998.
Also in January, 1998 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 28, 1999
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<PAGE> 16
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, 1998. The comparison assumes $100 was invested on
January 1, 1993 in the Corporation's common shares and in each of the foregoing
indices and assumes reinvestment of dividends.
SJW CORP. FIVE YEAR CUMULATIVE TOTAL RETURN
1/1/93 TO 12/31/98
<TABLE>
<CAPTION>
SJW CORP. WATER UTILITY INDEX S&P 500
--------- ------------------- -------
<S> <C> <C> <C>
'1993' 100 100 100
'1994' 86 93 101
'1995' 107 118 139
'1996' 141 142 171
'1997' 190 194 228
'1998' 192 245 293
</TABLE>
1. The Water Utility Index is the 14 company Water Utility Index prepared
by Edward D. Jones & Co.
14
<PAGE> 17
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.
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 1998, the Corporation believes that as of December 31, 1998
all officers, directors and greater than ten percent beneficial owners are
current with all Section 16(a) filing requirements.
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.
To present other matters to the meeting, you must provide advance written
notice to SJW Corp. For purposes of the 1999 Annual Meeting, that notice must be
received by March 23, 1999.
Shareholder proposals intended to be presented at next year's annual
meeting of shareholders scheduled for April 15, 2000, must be received by the
Corporation by October 31, 1999, for inclusion in the Corporation's proxy
materials relating to that meeting. Proposals which comply with all rules and
regulations of the SEC and are timely received will be included in next year's
Proxy Statement.
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<PAGE> 18
This proxy statement and the accompanying proxy form are being mailed to
the Corporation's shareholders on or about March 15, 1999. The Corporation's
Annual Report (including financial statements) for the year ended December 31,
1998 is being distributed with this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
ROBERT A. LOEHR, Secretary
San Jose, California
March 8, 1999
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<PAGE> 19
1790-PS-99
<PAGE> 20
SJW CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS MARCH 15, 1999
P
R
O
X
Y
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 22, 1999 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, FOR ratification of the selection of
KPMG Peat Marwick LLP as auditors, AGAINST the shareholder proposal 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 as set forth above
in these matters.
(continued and to be dated and signed on the reverse side)
SEE REVERSE SIDE
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<PAGE> 21
Please mark votes as in this example [X].
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 WITHHELD FOR ALL NOMINEES
ALL FROM ALL EXCEPT AS NOTED
[ ] NOMINEES [ ] NOMINEES HERE [ ]
2. Ratification of the selection of KPMG Peat Marwick LLP as independent
auditors of the Corporation.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Shareholder proposal that SJW Corp and its subsidiaries WILL NOT give money
or anything of value to Silicon Valley/Metropolitan San Jose Chamber of
Commerce effective April 22, 1999. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST THIS PROPOSAL NUMBER 3.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion upon any other matter that may properly come before the
Annual Meeting of Shareholders or any adjournments or postponements
thereof.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
MARK HERE FOR ANY ADDRESS CHANGE _______________________________________________
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.
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