<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2000.
Commission file number 0-18756
WESTERN WATER COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 33-0085833
(State of incorporation) (I.R.S. Employer Identification No.)
102 WASHINGTON AVENUE, POINT RICHMOND, CALIFORNIA 94801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 234-7400
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS ON WHICH REGISTERED
-------------------- ---------------------
<S> <C> <C>
None None
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.001 PAR VALUE
RIGHT TO PURCHASE SERIES E JUNIOR PARTICIPATING
PREFERRED STOCK, $.001 PAR VALUE
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
YES [X] NO [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 26, 2000 was approximately $2,950,775 (based on last
reported sale price of $0.375 per share of common stock on that date). All
directors are considered affiliates. There were 7,894,012 shares of registrant's
common stock outstanding as of June 26, 2000.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following chart sets forth information concerning the directors and
executive officers of the Company.
<TABLE>
<CAPTION>
CURRENT PRINCIPAL OCCUPATION FOR THE
POSITIONS WITH PAST FIVE YEARS AND
NAME AGE COMPANY CERTAIN OTHER DIRECTORSHIPS
---- --- --------------- ----------------------------
<S> <C> <C> <C>
Michael Patrick George 50 Director, President, Chief Chairman of the Board of Directors of the Company
Executive Officer, Chairman of since September, 1999; President and Chief
the Board of Directors and Executive Officer of the Company since April 1998;
acting Chief Financial Officer Acting Chief Financial Officer of the
Company since April 2000; Managing Director of
J.P. Morgan, an investment banking firm, from 1992
to April 1998; an officer of The First Boston
Corporation, an investment banking firm, from 1984
to 1992; Vice President with Lehman Brothers Kuhn
Loeb, an investment banking firm, from 1978 to
1984; attorney at O'Connor & Hannan, a law firm,
from 1975 to 1978.
James E. Sherman 43 Vice President and Vice President and Secretary of the Company since
Secretary February, 2000, consultant to the Company since
September 1999. From 1997 to 1999, Chief Financial
Officer of a private engineering firm which
specialized in public infrastructure development.
Prior thereto, a corporate finance officer for
First Interstate Bank and for Continental Illinois
National Bank and Trust Company of Chicago. He is
a graduate of the University of California at
Berkeley.
Ronald I. Simon 61 Director since September 1999 Financial consultant since April 2000. Executive
Vice President of the Company from April 1999 to
April 2000; Chief Financial Officer and Secretary
of the Company from May 1997 to April 2000. 1974
to April 2000, President of Ronald I. Simon, Inc.
a financial consulting firm; 1993 to 1997,
Chairman of the Board of Sonant Corporation, an
interactive voice response equipment company; 1995
to 1999, Director of Citadel Holdings Corporation,
a real estate investment company; 1995 to present,
Director of SoftNet Systems, Inc., an internet
service provider; 1995 to present, Director of
Westcorp Investments, a wholly-owned subsidiary of
Westcorp Inc., the holding company for Western
Financial Bank; May 1999 to present, Director of
Collateral Therapeutics, Inc., a developer of
non-surgical gene therapy products to treat
cardiovascular disease; 1986 to 1990, Managing
Director and Chief Financial Officer of Henley
Group, Inc.
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C> <C>
Robert A. Baker 61 Director since July 2000 From 1974 to present, President & CEO of RAB
Associates, a financial consulting firm; From
January 1998 to present, Director of Mosaic
Capital LLC, an investment banking firm; from 1970
to 1974, President & CEO of American Management
Company. His current and past directorships
include Northern Life Insurance Company, Bankers
National Life Insurance Company, Alpen, Inc. and
American Investment Company.
David A. Abel 53 Director since November 1998 Currently President and Chief Executive Officer of
ABL, Incorporated, a consulting firm; Director of
the Metro Forum Project, a foundation to engage
citizen leaders in an exploration of the fiscal
constraints on local government; Chairman of the
Los Angeles County Economy & Efficiency
Commission; Formerly Chairman of CALSTART, one of
seven national corsortia working to build and
support an advanced transportation technology;
Director of SuperShuttle International, Inc. a
transportation company.
</TABLE>
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, as well as persons who own more than
ten percent of the Company's Common Stock, to file with the Commission initial
reports of beneficial ownership and reports of changes in beneficial ownership
of the Common Stock. Directors, executive officers and greater-than-ten-percent
stockholders are required by the Commission's regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on a review of copies of reports filed with the Commission
and submitted to the Company since April 1, 1999 and on representations by
certain directors and executive officers of the Company, the Company believes
that all persons subject to the reporting requirements of Section 16(a) filed
all required reports on a timely basis during the past fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table. The following tables set forth certain
information concerning the annual and long-term compensation for services
rendered to the Company in all capacities for the fiscal years ended March 31,
2000, 1999, and 1998 of (i) all persons who served as the Chief Executive
Officer of the Company during the fiscal year ended March 31, 2000 and (ii) each
of the other executive officers of the Company whose total annual salary and
bonus during the fiscal year ended March 31, 2000 exceeded $100,000. (The Chief
Executive Officer and the other named officers are collectively referred to as
the "Named Executives.")
<PAGE> 4
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------- --------------
Number Stock
Option All Other
Name and Principal Position Year Salary Bonus Shares Granted Compensation
--------------------------- ---- -------- -------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Peter L. Jensen 2000 $257,394(1) $137,861(1)
Former Chairman 1999 $250,000 $150,000 0
1998 $239,350 $100,000 0
Michael Patrick George 2000 $250,000 $ -0-
Chairman, President and Chief 1999 $233,986(2) $ -0- 650,000
Executive Officer, Acting Chief
Financial Officer
Ronald I. Simon 2000 $214,488 $101,284(4)
Former Executive Vice President and 1999 $199,800 $ -0- 20,000 $121,967(4)
Chief Financial Officer (5) 1998 $159,375(3) $ -0- 200,000 $139,500(4)
Zach A. McReynolds 2000 $213,707
Former Executive Vice President, 1999 $150,058(6) $ -0- 200,000
Chief Marketing Officer (7)
</TABLE>
(1) Mr. Jensen left the Company's employ in September 1999, and was paid
his base salary for the balance of his contract term. In addition, he
was paid severance compensation of $137,861.
(2) Mr. George joined the Company in April 1998. Mr. George's 1999 salary
listed in the table reflects the amount received during that partial
year.
(3) Mr. Simon joined the Company in May 1997. The amount listed is the
salary paid to Mr. Simon during that partial fiscal year.
(4) Reflects the annualized portion of the difference between the exercise
price of 80,000 options granted to Mr. Simon and the market price at
the time of the grant.
(5) Mr. Simon resigned as an officer of the Company in April 2000.
(6) Mr. McReynolds joined the Company in June 1998. The salary listed in
the table reflects the amount Mr. McReynolds received during the
partial year.
(7) Mr. McReynolds resigned as an officer of the Company in April 2000.
Option Grants. There were no options granted during the fiscal year
ended March 31, 2000.
<PAGE> 5
Aggregated Option Exercises in Last Fiscal Year and Year-End Option
Values. The following table sets forth information regarding stock options that
were exercised by the Named Executives during the last fiscal year and the
number and value of unexercised options owned at March 31, 2000 by the Named
Executives.
<TABLE>
<CAPTION>
Number of Value of
Unexercised Options Unexercised Options
Shares at March 31, 2000 At March 31, 2000(2)
Acquired Value --------------------------- ---------------------------
Name On Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Peter L. Jensen -0- $ -0- 265,000 -0- $ -0- $ -0-
Michael Patrick George -0- -0- 216,668 433,332 -0- -0-
Ronald I. Simon -0- -0- 86,667 73,333 -0- -0-
Zach A. McReynolds -0- -0- 66,667 133,333 -0- -0-
</TABLE>
(1) The value realized represents the excess of the market value of the
Common Stock on the date exercised over the exercise price of the
options.
(2) The value of unexercised options represents the excess of the market
value of the Common Stock on March 31, 2000 over the exercise price of
the options.
Director Compensation. Effective April 1, 2000, Directors who are not
employees of the Company receive a fee of $10,000 per year for service on the
Board of Directors and an additional fee of $10,000 per year for service as the
chairman of any committee of the Board of Directors. In addition, all directors
receive $1,000 for each Board meeting they attend, and all directors are
reimbursed for out-of-pocket expenses incurred by them in connection with
attending Board meetings. Each non-employee director is automatically granted an
option on the first business day of each fiscal year to purchase 10,000 shares
of Common Stock at an exercise price equal to the closing price for the Common
Stock as reported by The Nasdaq Stock Market on the date of grant of such
option. Such options are exercisable as to one-third on the first, second and
third anniversary of grant.
Employment Agreements. None of Named Executives currently is a party to
any written or oral employment agreement with the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
No members of the Compensation Committee are, or since April 1, 1999
have been, officers of the Company, nor have such members had any material
business relationship with the Company. However, Mr. Ras, one of the members of
the Compensation Committee during the last fiscal year, is the Director General
of Agbar. In October 1998, the Company entered into a Strategic Relationship
Agreement with Agbar, pursuant to which one of Agbar's subsidiaries purchased
10,000 shares of the Series D Preferred Stock for 10,000,000 and appointed Mr.
Ras to the Company's Board of Directors. In July 2000, Mr. Ras resigned from the
Company's Board of Directors and from the Compensation Committee.
STOCK OPTION PLANS
1993 Stock Option Plan. The 1993 Stock Option Plan (the "1993 Plan")
authorizes the granting of both incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
nonqualified stock options to officers, non-employee directors, employees,
consultants and others performing services for the Company to purchase in the
aggregate 800,000 shares of the Company's Common Stock. The 1993 Plan is
administered by the Compensation Committee of the Board of Directors. The
Compensation Committee designates the optionees, number of options, exercise
prices, dates of grant, exercise period and other terms and conditions.
<PAGE> 6
The purchase price to be paid upon exercise of each incentive stock
option granted pursuant to the 1993 Plan shall be no less than the fair market
value of the Common Stock on the date the option is granted, or 110% of such
fair market value in the case of any optionee holding in excess of 10% of the
combined voting power of all classes of the Company's capital stock (or the
stock of a parent or subsidiary of the Company) as of the date of grant. Fair
market value is equal to the closing price of the Company's Common Stock. The
purchase price and method of exercise of each nonqualified option granted to
officers and other key employees shall be determined by the Compensation
Committee. The purchase price is payable in full by cash, check, surrender of
Common Stock of the Company having a market value equal to the option price of
the shares to be purchased, or so-called cashless exercises as permitted by law,
or any combination of cash, check, shares and cashless exercises. The
Compensation Committee in its sole discretion may extend credit to pay the
purchase price of the shares of Common Stock acquired upon exercise of an
option, such credit to be evidenced by optionee's interest-bearing promissory
note and secured by the Common Stock issued on exercise of the option. The
Compensation Committee has complete discretion to establish the amount and terms
of any credit extended. The Compensation Committee also has complete discretion
to determine the interest rate to be charged on such credit.
Options granted under the 1993 Plan become exercisable and shall expire
on such dates as determined by the Compensation Committee, provided, however,
that no term may exceed ten years from the date of grant, or five years from the
date of grant in the case of any optionee holding more than 10 percent of the
combined voting power of all classes of the Company's capital stock (or the
stock of a parent or subsidiary of the Company) as of the date of grant. After
options become exercisable they may be exercised at any time or from time to
time as to any part thereof. The Compensation Committee may, at any time after
grant of the option and from time to time increase the number of shares
purchasable in any installment, subject to certain limitations.
Options granted under the 1993 Plan expire on such date as the
Compensation Committee has determined. Options are not transferable except by
will or by the laws of descent and distribution; during the life of the person
to whom the option is granted, that person alone may exercise them. All rights
to exercise options terminate three months from the date a grantee ceases to be
an employee of the Company or any subsidiary for any reason other than death or
disability.
If a grantee dies while in the employ of the Company, his or her option
may be exercised at any time within 12 months following the grantee's death by
his or her estate or by the person or persons to whom the grantee's rights under
the option passed by will or operation of law, but only to the extent such
option was exercisable by the grantee at the time of his or her death. Except
for certain stated provisions covering termination, disability or death, no
option may be exercised after the expiration of its original term.
1997 Stock Option Plan. The 1997 Stock Option Plan currently provides
for the grant of 1,400,000 options to officers, directors, other key employees
and consultants of the Company. The 1997 Stock Option Plan is administered by
the Board of Directors or a committee of the Board, and is currently
administered by the Compensation Committee of the Board of Directors, which has
complete discretion to select the optionees and to establish the terms and
conditions of each option, subject to the provisions of the 1997 Stock Option
Plan. If necessary in order to comply with Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Section 162(m) of the
Code, the committee shall, in the Board's discretion, be comprised solely of
"non-employee directors" within the meaning of said Rule 16b-3 and "outside
directors" within the meaning of Section 162(m) of the Code. Options granted
under the 1997 Stock Option Plan may be "incentive stock options" as defined in
Section 422 of the Code, or nonqualified options, and will be designated as
such.
The exercise price of incentive stock options may not be less than the
fair market value of the Company's Common Stock as of the date of grant (110% of
the fair market value if the grant is to an employee who owns more than 10% of
the total combined voting power of all classes of capital stock of the Company).
The Code currently limits to $100,000 the aggregate value of Common Stock that
may be acquired in any one calendar year pursuant to incentive stock options
under the 1997 Stock Option Plan or any other option plan adopted by the
Company. Nonqualified options may be granted under the 1997 Stock Option Plan at
an exercise price less than the fair market
<PAGE> 7
value of the Common Stock on the date of grant. Nonqualified options also may be
granted without regard to any restriction on the amount of Common Stock that may
be acquired pursuant to such options in any one year.
In general, upon termination of employment of an optionee, all options
granted to such person which were not exercisable on the date of such
termination would immediately terminate, and any options that are exercisable
would terminate up to one year following termination of employment.
Options may not be exercised more than ten years after the grant date
(five years after the grant date if the grant is an incentive stock option to an
employee who owns more than 10% of the total combined voting power of all
classes of capital stock of the Company). Except with the express approval of
the administrator with respect to nonqualified options, options granted under
the 1997 Stock Option Plan are not transferable and may be exercised only by the
respective grantees during their lifetime or by their heirs, executors or
administrators in the event of death. Under the 1997 Stock Option Plan, shares
subject to cancelled or terminated options are reserved for subsequently granted
options. The number of options outstanding and the exercise price thereof are
subject to adjustment in the case of certain transactions such as stock splits,
stock dividends, recapitalizations or reclassifications. The 1997 Stock Option
Plan is effective for ten years, unless sooner terminated or suspended. The 1997
Stock Option Plan provides that options covering no more than 650,000 shares of
Common Stock may be granted to any one employee in any twelve month period.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
If an option is treated as an incentive stock option, the optionee will
recognize no income upon grant or exercise of the option unless the alternative
minimum tax rules apply. Upon an optionee's sale of the shares (assuming that
the sale occurs at least two years after grant of the option and at least one
year after exercise of the option), any gain will be taxed to the optionee under
beneficial capital gains tax rates. If the optionee disposes of the shares prior
to the expiration of the above holding periods, then the optionee will recognize
ordinary income in an amount generally measured as the difference between the
exercise price and the lower of the fair market value of the shares at the
exercise date or the sale price of the shares. Any gain or loss recognized on
such a premature sale of the shares in excess of the amount treated as ordinary
income will be capital gain or loss. Under recently enacted capital gains
legislation, the maximum federal tax rate applicable to such stock held for more
than 12 months but less than 18 months is 28% and the maximum federal tax rate
applicable to such stock held for at least 18 months is 20%.
All other options granted under the 1997 Stock Option Plan are
nonqualified stock options and will not qualify for any special tax benefits to
the optionee. An optionee generally will not recognize any taxable income at the
time he or she is granted a nonqualified stock option. However, upon exercise of
the nonqualified stock option, the optionee will recognize ordinary income for
federal income tax purposes in an amount equal to the excess of the then fair
market value of each share over its exercise price. Upon an optionee's resale of
such shares, any difference between the sale price and the fair market value of
such shares on the date of exercise will be treated as capital gain or loss and
will generally qualify for beneficial capital gains rates depending on the
length of the holding period.
Subject to the limits on deductibility of employee remuneration under
Section 162(m) of the Code, the Company will generally be entitled to a tax
deduction in the amount that an optionee recognizes as ordinary income with
respect to an option. Options granted to executive officers under the 1997 Stock
Option Plan are intended to qualify as performance-based compensation for
purposes of Section 162(m) of the Code, and the Company will generally be
entitled to a tax deduction in the amount recognized by such officers upon
exercise of the options. No tax authority or court has ruled on the
applicability of Section 162(m) to the 1997 Stock Option Plan and any final
determination of the deductibility of amounts realized upon exercise of an
option granted under the 1997 Stock Option Plan could ultimately be made by the
Internal Revenue Service or a court having final jurisdiction with respect to
the matter. The Company retains the right to grant options under the 1997 Stock
Option Plan in accordance with the terms of the 1997 Stock Option Plan
regardless of any final determination as to the applicability of Section 162(m)
of the Code to these grants.
<PAGE> 8
The foregoing does not purport to be a complete summary of the federal income
tax considerations that may be relevant to holders of options or to the Company.
It also does not reflect provisions of the income tax laws of any municipality,
state or foreign country in which an optionee may reside, nor does it reflect
the tax consequences of an optionee's death.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock, Series C Preferred Stock and
Series D Preferred Stock as of July 28, 2000 by (i) each person who is known by
the Company to own more than 5% of the outstanding Common Stock, Series C
Preferred Stock or Series D Preferred Stock; (ii) each of the Company's
directors (including the director nominee); (iii) each of the executive officers
named in the compensation tables included in Item 11 above; and (iv) all current
officers and directors (including the director nominee) of the Company as a
group.
<TABLE>
<CAPTION>
Series D
Common Stock Series C Preferred Stock Preferred Stock
-------------------------- ------------------------ ---------------------
Percent of
Votes
Of All
Classes of
Name and Address of Number Percent Number Percent Number Percent Capital
Beneficial Owner(1) of Shares of Class of Shares of Class of Shares of Class Stock(2)
------------------- --------- -------- --------- -------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael P. George 18,180(3) * 0 0% 0 0% *
Ronald I. Simon 140,000(4) 1.8% 0 0% 0 0% 1.5%
David A. Abel 15,298 * 0 0% 0 0% *
Robert A Baker 0 0 0 0 0 0 0
T. Rowe Price Associates, Inc. 1,040,524(5)(6) 12.8% 4,516(5) 44.4% 0 0% 10.6%
100 East Pratt Street
Baltimore, MD 21202
T. Rowe Price New Era Fund Inc. 135,912(6) 1.7% 2,258 22.2% 0 0% 1.4%
100 East Pratt Street
Baltimore, MD 21202
T. Rowe Price Small-Cap Value
Fund, Inc. 800,412(5)(6) 9.8% 2,258 22.2% 0 0% 8.1%
100 East Pratt Street
Baltimore, MD 21202
Ashford Capital Partners, L.P. 67,928(6) * 1,129(7) 11.1% 0 0% *
B-107, 3801 Kennett Pike
P.O. Box 4172
Wilmington, DE 19807
Wisconsin Alumni Research
Foundation 67,928(6) * 1,129 11.1% 0 0% *
B-107, 3801 Kennett Pike
P.O. Box 4172
Wilmington, DE 19807
Ashford Capital Management, 183,628(6) 2.3% 3,052(8) 30.0% 0 0% 1.9%
Inc. as investment advisor
for certain investment accounts
B-107, 3801 Kennett Pike
P.O. Box 4172
Wilmington, DE 19807
Sociedad General de Aguas de
Barcelona, S.A 1,112,347(9) 13.7% 0 0% 10,000 100% 11.3%
Paseo de San Juan, 39
Barcelona, Spain 08009
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
Series D
Common Stock Series C Preferred Stock Preferred Stock
-------------------------- ------------------------ ---------------------
Percent of
Votes
Of All
Classes of
Name and Address of Number Percent Number Percent Number Percent Capital
Beneficial Owner(1) of Shares of Class of Shares of Class of Shares of Class Stock(2)
------------------- --------- -------- --------- -------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
All directors and executive
officers as a group
(6 persons) 173,478(10) 1.9% 0 0% 0 0% 1.6%
</TABLE>
----------
* Less than 1%.
(1) Except as otherwise indicated, the address of each stockholder is c/o
the Company at 102 Washington Street, Point Richmond, California 94801.
(2) Based on 7,894,012 votes entitled to be cast by the holders of the
outstanding Common Stock, 611,593 votes entitled to be cast by the
holders of the 10,165 shares of outstanding Series C Preferred Stock
and 1,112,347 votes entitled to be cast by the holder of the 10,000
shares of outstanding Series D Preferred Stock.
(3) In May 2000, Mr. George surrendered all of his options to purchase
650,000 shares of Common Stock.
(4) Represents shares issuable under currently exercisable Common Stock
purchase options..
(5) Based on information contained in a statement on Schedule 13G/A filed
by T. Rowe Price Associates, Inc. with the Securities and Exchange
Commission on February 10, 2000. Represents 768,200 shares of Common
Stock beneficially owned by T. Rowe Price Associates, Inc., and 271,824
shares of Common Stock issuable upon the conversion of the 4,516 shares
of Series C Preferred Stock beneficially owned by T. Rowe Price
Associates, Inc. T. Rowe Price Associates, Inc. is the investment
advisor of various registered investment companies and investment
advisory clients, including (a) T. Rowe Price Small-Cap Value Fund,
Inc. representing 664,500 shares of Common Stock beneficially owned by
T. Rowe Price Small-Cap Value Fund, Inc. and 135,912 and shares of
Common Stock issuable upon the conversion of 2,258 shares of Series C
Preferred Stock beneficially owned by T. Rowe Price Small-Cap Value
Fund Inc., and (b) T. Rowe Price New Era Fund Inc., representing
135,912 and shares of Common Stock issuable upon the conversion of
2,258 shares of Series C Preferred Stock beneficially owned by T. Rowe
Price New Era Fund Inc. T. Rowe Price Associates, Inc. disclaims
beneficial ownership of the shares described under (a) and (b), above.
(6) Represents shares of Common Stock issuable upon the conversion of the
shares of Series C Preferred Stock owned by such beneficial owners.
(7) Reflects shares held of record and beneficially owned by Ashford
Capital Partners, L.P., a Delaware limited partnership, of which the
general partner is Ashford Capital Management, Inc. Ashford Capital
management, Inc., acting as general partner has the sole power to vote
and dispose of securities on behalf of Ashford Capital Partners, L.P.
Excludes the 3,052 shares of Series C Preferred Stock (183,628 shares
of Common Stock) held of record and beneficially by or on behalf of
certain investment advisory client accounts managed by Ashford Capital
Management, Inc., as investment advisor as indicated in footnote(8)
below.
(8) Reflects shares held of record and beneficially owned by separate
investment accounts on behalf of twenty (20) different investors for
which Ashford Capital Management, Inc. acts as investment advisor and
has the sole power to vote and dispose of such securities as
attorney-in-fact with respect tro such accounts. Excludes shares held
by Ashford Capital Partners, L.P. for which Ashford Capital Management,
Inc. acts as general partner, as indicated in footnote (7) above.
(9) Represents shares of Common Stock issuable upon the conversion of the
shares of Series D Preferred Stock owned by such beneficial owners.
(10) Included 149,998 shares of Common Stock issuable upon exercise of
currently exercisable options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
NONE
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly cause this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: July 28, 2000
WESTERN WATER COMPANY
By: /S/ JAMES E. SHERMAN
------------------------------
James E. Sherman, Vice
President and Secretary
