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SCHEDULE 14A INFORMATION
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:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Southern California Water Company
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(Name of Registrant as Specified in itsIn Its Charter)
James B. Gallagher
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(Name of Person(s) Filing Proxy Statement)Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(j)14a-6(i)(2).
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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pursuant to Exchange Act Rule 0-11:
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PRELIMINARY
SOUTHERN CALIFORNIA WATER COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS -- APRIL 26, 199425, 1995
Dear Shareholder:
The Annual Meeting of the Shareholders of Southern California Water Company
will be held at the Industry Hills Sheraton, Suites Fairplex, 601 West McKinley Avenue,
Pomona,One Industry Hills Parkway, City of
Industry, California, on Tuesday, April 26, 1994,25, 1995, at 11:00 A.M., Pacific time,
for the following purposes:
1. To elect a board of sixseven directors to serve until the next Annual
Meeting of Shareholders and until their successors are elected and
qualified.
2. To ratify and approve an amendment to the Company's Bylaws to establish a variable Board of Directors of between five and nine persons, with the
exact number of directors to be six until changed by the Board of
Directors or the shareholders by amendment of the Articles of
Incorporation or the Bylaws.Key Executive Long-Term Incentive Plan.
3. To transact any other business which may properly come before the
meeting or any adjournment thereof.
The Board of Directors has nominated the following individuals for election
as directors: J.E. Auer, W.V. Caveney, R.B. Clark, N.P. Dodge, Jr., R.F. Kathol,
L.E. Ross and F.E. Wicks.
The Board of Directors has fixed the close of business on February 28,
1994,1995, as the record date for the determination of shareholders entitled to
notice of and to vote at this meeting or any adjournment thereof.
It is important that every shareholder, whether owning one or more shares
and whether or not expecting to attend the meeting in person, sign, date and
promptly return the enclosed proxy. A return envelope, requiring no postage if
mailed in the United States, is enclosed for convenience. By returning your
signed proxy, you can help assure a quorum to transact the business of the
meeting.
By order of the Board of Directors
/s/ JAMES B. GALLAGHER
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James B. Gallagher
Secretary
San Dimas, California
March 18, 199417, 1995
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PRELIMINARY
PROXY STATEMENT
SOUTHERN CALIFORNIA WATER COMPANY
630 EAST FOOTHILL BOULEVARD
SAN DIMAS, CALIFORNIA 91773
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SOLICITATION OF PROXY AND RIGHT OF REVOCATION
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Southern California Water Company for use at the Annual Meeting of
Shareholders to be held on April 26, 1994,25, 1995, or any adjournment thereof. Any
shareholder giving a proxy has the power to revoke it at any time before it is
exercised by attending the meeting and voting in person or by a writing
delivered to the Company stating that the proxy is revoked or by a subsequent
proxy executed by the shareholder and presented to the meeting. All shares
represented by each properly executed, unrevoked proxy received in time for the
meeting will be voted as marked on the proxy. If the proxy is signed and
returned, but is not marked, it will be voted (i) for all nominees listed or, if
cumulative voting applies, at the discretion of the proxies named on the
accompanying proxy card, as described herein, and (ii) in favor of the Bylaw amendmentKey
Executive Long-Term Incentive Plan, as described herein. You are encouraged to
mark your proxy carefully in accordance with the instructions appearing thereon.
The expense of soliciting proxies will be paid by the Company. This proxy
statement and the accompanying proxy were mailed on or about March 18, 1994.17, 1995.
VOTING RIGHTS
The voting securities of the Company outstanding as of February 28, 19941995
were 89,60088,000 Preferred Shares and 7,845,092 Common Shares. Each Preferred Share
is entitled to one vote and each Common Share is entitled to one-tenth of one
vote. Common and Preferred shareholders vote as a single class.
Votes cast by proxy or in person at the meeting will be counted by an
inspector of election appointed by the Board of Directors to act as an election
inspector for the meeting. The election inspector will treat shares represented
by proxies that reflect abstentions as shares that are present and entitled to
vote for purposes of determining the presence of a quorum. Abstentions, however,
do not constitute a vote "for" or "against" any matter and thus will be
disregarded in the calculation of a plurality or of votes cast on any matter
submitted to the shareholders for a vote.
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The inspector of election inspector will treat shares referred to as "broker
non-votes" (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or
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that the broker or nominee does not have discretionary power to vote on a
particular matter) as shares that are present and entitled to vote for purposes
of determining the presence of a quorum. However, for purposes of determining
the outcome of any matter as to which the broker has physically indicated on the
proxy that it does not have discretionary authority to vote, those shares will
be treated as not present and not entitled to vote with respect to that matter
(even though those shares are considered present for quorum purposes and may be
entitled to vote on other matters). Any unmarked proxies, including those
submitted by brokers or nominees, will be voted as indicated in the accompanying
proxy card.
In the election of directors, the candidates for election receiving the
highest number of affirmative votes of the shares entitled to be voted for them,
up to the number of directors to be elected, by those shares will be elected. Votes cast against
a candidate or votes withheld will have no legal effect. No shareholder shallwill be
entitled to cumulate votes (i.e., cast for any candidate a number of votes
greater than the number of such shareholder's shares in the case of Preferred
Shares or one-tenth that number in the case of Common Shares) unless such
candidate's name has 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 who have been nominated. If voting for directors is conducted by
cumulative voting, each share will be entitled to votes equal to the number of
directors authorized times the number of votes to which it is otherwise
entitled, which votes may be cast for a single candidate or may be distributed
among two or more candidates in whatever proportion the shareholder may
determine. The accompanying proxy card will grant the named proxies
discretionary authority to vote cumulatively, if cumulative voting applies. If
voting is not conducted by cumulative voting, each sharePreferred Share will be
entitled to one vote forand each PreferredCommon Share andwill be entitled to one-tenth of one
vote, for each
Common Share and shareholders having a majority of the voting power exercised at the
meeting will be able to elect all of the directors if they choose to do so. In
that event, the other shareholders will be unable to elect any director or
directors.
Approval of the proposed amendment requires the favorable vote of the
majority of the Company's outstanding Common and Preferred Shareholders entitled
to vote at the Annual Meeting, voting together as a single class. On all matters other than the election of directors, the affirmative vote
of the majority of the shares represented and voting at the meeting (which(if the
shares voting affirmatively also constitute at least a majority of the quorum)
is required, in addition to any other vote specified herein, for the
shareholders to take action. Assuming the presence of a quorum, the shareholders
present at the meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum.
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ITEM 1.
ELECTION OF DIRECTORS
Action will be taken at the Annual Meeting to elect sixseven directors to
serve until the next Annual Meeting of Shareholders and until their successors
are elected and qualified. D.E. Brown, who is currently a Director of the
Company, has determined not to seek re-election. It is intended that the proxies
solicited and received by and on behalf of the Board of Directors will be voted
for the election as
directorsre-election of the other current Directors, who are standing for
re-election, and for the election of the New Nominees listed below (the
"Nominees"), unless authority is withheld. If voting for directors is conducted
by cumulative voting, the proxies named on the enclosed form of proxy will have
discretionary authority to cumulate votes among the Nominees named herein.
The proxies may also be voted for a substitute Nominee or Nominees in the
event any one or more of the persons named below shall be unable to serve for
any reason or be withdrawn from nomination, a contingency not now anticipated.
The following table, together with its footnotes, presents information
regarding the occupation, business experience, outside directorships and
beneficial ownership of shares of the Company for each nominee. All nominees are
presently directors of the Company.Director and Nominee.
PRINCIPAL OCCUPATION AND EXPERIENCE PERIOD DURING COMMON SHARES PERCENT
DURING THE PAST FIVE YEARS; WHICH SERVED BENEFICIALLY OF
NAME OTHER DIRECTORSHIPS AGE AS DIRECTOR OWNED CLASS
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CURRENT DIRECTORS:
D.E. Brown Senior Vice President of 67Kirkpatrick, 68 1971 to date 26,000(1)26,000(2) *
Kirkpatrick,
Pettis, Smith, Polian, Inc.,
investment bankers, Omaha,
NebraskaNebraska(1)
W.V. Caveney Chairman of the Board of the 6768 1980 to date 6,9057,167 *
Company(2)Company(3)
R.B. Clark Retired Partner inOf Counsel to the law 69firm of 70 1970 to date 2,6412,731 *
firm of
O'Melveny & Myers,
Los Angeles, California
N.P. Dodge, Jr. President of N.P. Dodge 57Company, a 58 1990 to date 2,6003,100 *
Company,
full service real estate concern,
Omaha, Nebraska(3)
W.M. Kizer Chairman of the Board of 69 1969 to date 7,600 *
Central States Health & Life
Co. of OmahaNebraska(4)
F.E. Wicks President and Chief Executive 50Officer 51 1990 to date 555694 *
of the Company(5)
NEW NOMINEES:
J. E. Auer Consultant to California Leadership 58 -- 0 *
Water Class and Consultant to the
San Francisco Estuary Project(6)
R.F. Kathol Executive Vice President of 54 -- 0 *
Kirkpatrick, Pettis, Smith, Polian,
Inc., investment bankers, Omaha,
Nebraska
L.E. Ross President and Chief Executive 54 -- 0 *
Officer of the Company(4)SMI Construction Co.,
a commercial and industrial
construction firm, Irvine,
California(7)
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* Less than one percent.
(1) D.E. Brown has determined to not seek reelection to the Board.
(2) Shares held in the name of D. E.D.E. Brown's wife.
(2) W.V(3) W.V. Caveney was Chairman of the Board and Chief Executive Officer from
4/90 to 3/92 and President and Chief Executive Officer of the Company from
4/82 to 3/90.
(3)(4) N.P. Dodge, Jr. is also Chairman of the Board of Hillcrest/Westlawn
Cemetaries.Cemeteries. Mr. Dodge is a director of Firststar Bank of Council Bluffs, a
director of the Omaha Public District and a director of Bridges Investment
Fund, which is managed by Bridges Investment Counsel, Inc., the investment
management firm for the Company'scompany's pension plan.
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(4)(5) F.E. Wicks was President of the Company from 4/90 to 3/92 and Vice
President of Operations from 1/88 to 3/90.
(6) J.E. Auer served as Special Consultant to the Committee for Water Policy
Consensus (1984-1990) and as Assigned Member to the University of
California Agricultural Issues Center Advisory Board (1992-1995). Ms. Auer
has also served as a member of the National Drinking Water Advisory Council
to the United States Environmental Protection Agency, a member of the
California State Water Resources Control Board and a member of both the
Central Coast and the San Francisco Bay Regional Water Quality Control
Boards.
(7) L.E. Ross also serves as a director of PacifiCare Health Systems serving on
the Audit, Real Estate and Compensation Committees of that firm.
O'Melveny & Myers, offor which R.B. Clark is of counsel, and of which he is a
retired partner, provides legal services to the Company.
Kirkpatrick, Pettis, Smith, Polian Inc., of which R.F. Kathol is an
Executive Vice President and D.E. Brown is a Senior Vice President, has served,
at various times, as co-manager of the Company's Common Stock offering in
June of 1993offerings and as
co-agent on the Company's Medium Term Note programdebt issuances.
On July 25, 1994, the Board of Directors accepted the resignation of W.M.
Kizer as a member of the Board. Director Brown is not standing for re-election
in 1993.1995. His term of office will expire upon the election of his successor at
the Annual Meeting of Shareholders.
Directors met as a board sevenfour times in 1993.1994. An Audit Committee consisting
of R.B. Clark, W.M. Kizer and N.P. Dodge, Jr. met fourtwo times during 1993.1994. An
Audit Committee consisting of R.B. Clark, N.P. Dodge, Jr. and D.E. Brown met two
times during 1994. A Compensation Committee (referenced below) met oncefour times in
1993.1994. The Board has not appointed a Nominating Committee. No directorD.E. Brown attended
less than 75% of the board meetings and other committee meetings as appropriate.on which he
serves .
The Audit Committee provides advice and assistance to the Company on
accounting and financial reporting practices of the Company. It reviews the
scope of audit work and findings of the firm of independent public accountants
who serve as auditors of the Company, and also monitors the work of the
Company's internal auditors. It also reviews the qualifications of and
recommends to the Board of Directors a firm of independent auditors and reviews
and approves fees charged by the independent auditors.
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A Compensation Committee was appointed during 19931994 and consistsconsisted of all
members of the Board of Directors except F.E. Wicks. The Compensation Committee
is responsible forreviews and makes recommendations to the reviewBoard of and recommendationsDirectors as to the annual
salariescompensation of the executive officers, as well as an evaluation ofconsidering related matters,
such as management performance.performance and management planning and succession.
During 1993,1994, directors Dodge Brown and Clark earned directors' fees (includingincluding
amounts deferred -- see "Deferred Compensation Plan for Directors and
Executives")Executives," -- of $22,000$19,000. Director Brown earned director's fees of $17,000
while director Kizer earned $21,000.$17,000 including $6,250 paid pursuant to the
Retirement Plan for Non-employee Directors -- see "Pension Plan." Outside
directors are presently paid an annual retainer, payable monthly, of $15,000. In
addition, each such director receives a $1,000 fee for each meeting attended
(the regular and organization meetings of the board held in April are deemed one
meeting for purposes of the per meeting fee).
Chairman of the Board Caveney earned $93,375$94,500 as chairman during 1993. The1994, which
is the current annual rate for such service is $94,500.service. President Wicks was compensated as
an officer of the Company and received no separate compensation as a director.
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ITEM 2.
AMENDMENT TO BYLAWSAPPROVAL OF THE
SOUTHERN CALIFORNIA WATER COMPANY
KEY EXECUTIVE LONG-TERM INCENTIVE PLAN
The Bylaws of the Company currently provide for a Board of Directors of six persons unless changed by an amendment duly adoptedthe Company has approved the Southern California
Water Company Key Executive Long-Term Incentive Plan in the form attached as
Appendix A to this proxy statement (the "Plan"), subject to the approval of the
Plan by the shareholders amendingof the Bylaws.Company. In general, the Plan authorizes the
Company to provide the opportunity to key executives of the Company to earn
awards of cash or shares of the Company's Common Shares based upon the Company's
performance over a three-year period. Shares earned under the Plan will be
subject to forfeiture if restrictions relating to continued employment with the
Company are not met.
The proposed amendmentBoard believes that the Plan will (a) promote additional focus by
participants on actions that contribute directly to the Bylaws will establishcreation of value for
shareholders, (b) closely link the interests of shareholders and Company
executives, (c) enable the Company to attract and retain top quality executive
talent and (d) increase executive ownership of Common Shares.
A maximum of 150,000 Common Shares would be subject to the Plan. Shares may
be paid from either the authorized but unissued shares or shares previously
issued and outstanding, but reacquired by or on behalf of the Plan. The Plan
provides for appropriate adjustments in the number and kind of shares issuable
pursuant to the Plan and to any previously awarded Common Shares in the event of
a variable Board of Directors of between five and nine persons. The amendment will
also provide thatstock split, stock dividend, recapitalization or similar corporate
transactions. If
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approved by the exact number of directors within these limitsCompany's shareholders, the Plan will be fixedeffective as of January
1, 1995. The price of the Common Shares on January 1, 1995 was $17.50 per share.
Shareholders are being asked to ratify and approve the Plan at the 1995
Annual Meeting of Shareholders. Ratification and approval requires the
affirmative vote of a majority of the shares present or represented and entitled
to vote at the meeting. The following summary of the key features of the Plan is
qualified in its entirety by reference to the Plan.
ADMINISTRATION. The Plan will be administered by a Committee of the Board
of Directors, or a subcommittee thereof (the "Committee"), which shall be
composed of two or more directors each of whom is ineligible to participate in
the shareholders,Plan and who shall have been ineligible to participate for at least one year
prior to such member's appointment to the Committee. Each member of the
Committee shall be a "disinterested person" as defined in Rule 16b-3(c)(2)(i)
under the Securities Exchange Act of 1934 (the "Act"), as in effect from time to
time. Subject to the provisions of the Plan, the Committee is authorized to
interpret the Plan and to make all determinations necessary or advisable for
administering the Plan, including but not limited to designating Plan
participants; establishing threshold, target and maximum awards for each
participant; establishing performance measures and objectives for earning awards
under the Plan; certifying the level of performance achieved; designating the
form of payment of earned awards between cash and Common Shares; and determining
restrictions to be placed on the Common Shares earned under the Plan.
The Plan may be amended by the Committee without shareholder approval,
except that until changed,any amendment to the exactPlan which would (a) materially increase the
benefits accruing to participants under the Plan, (b) increase the number of
Common Shares which may be awarded under the Plan (except for such adjustments
as are provided for in the Plan), or (c) materially modify the requirements as
to eligibility for participation in the Plan, requires shareholder approval.
Upon amendment, suspension or revocation of the Plan, the Committee may in its
discretion authorize the proration or early distribution, or both, of awards.
ELIGIBILITY. Executives of the Company who, in the opinion of the
Committee, hold key executive, administrative or professional positions may be
selected to participate in the Plan. In selecting participants, the Committee
may take into account the nature of an employee's services, his or her present
and potential contributions to the success of the Company, and such other
factors as the Committee in its discretion deems relevant. The President and
Chief Executive Officer of the Company and each of the Vice Presidents of the
Company named in the table under -- "Executive Officers Experience and
Compensation" -- are expected to participate initially in the Plan. The
Committee may add new participants to the Plan during a performance cycle.
AWARDS. The Plan provides for the Committee to establish award
opportunities for each participant based on the participant's level of
responsibility, ability to influence long-term Company performance, competitive
pay considerations, and other relevant criteria in light of Plan objectives. The
participant's actual award will be six.depend upon the Company's achievement of
performance
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objectives over a three-year performance cycle. The Committee will establish
performance objectives for each participant for a performance cycle from among
the following performance measures: earnings per share of Common Shares, total
shareholder return, the price of Common Shares and the Company's rate of return
in relation to its authorized rate of return on equity. With the approval of the
Board of Directors, has approved the proposed amendment toCommittee may establish additional performance measures.
The Company's performance may be measured against a peer group of
publicly-traded water and electric utilities selected by the Bylaws
in order to provide greater flexibility inCommittee, or
against internal goals established by the number of directors thatCommittee, or both. The Committee may
serve on the Board. This flexibility will enable the Board to increase its size
to add directors under appropriate circumstances, for example, in connection
with acquisitions of other water companiesdelete or water properties, and to reduce
the sizereplace a member of the Board inpeer group, during a performance cycle if it
determines that the event of resignation or retirement of directors. In
addition, in part in response to recommendations ofmember no longer provides an appropriate basis for
comparison. It is anticipated that a new three-year performance cycle will be
established each year.
For the Management Audit
referred to infirst performance cycle commencing January 1, 1995, the Company's Annual Report to Shareholders, the BoardCommittee
has determined that itawards will be based upon earnings per share growth and
total shareholder return relative to a peer group selected by the Committee. The
receipt of awards will require the achievement of certain minimum performance
levels. Awards also may be decreased if the Company does not achieve a certain
rate of return on equity. The Company must achieve a specified minimum share
price, if participants are to receive any award under the Plan, although this
requirement may be waived by the Committee. The receipt of full target awards
will require performance exceeding the median of the peer group, and the receipt
of maximum awards will require that performance exceeds target award levels.
Awards earned under the Plan will be paid as soon as practicable after the
conclusion of the performance cycle to which the award relates and upon
certification by the Committee of the performance level achieved by the Company
and the associated award earned by the participant. Awards may be paid in the
form of cash or Common Shares, or both. Common Shares awarded under the Plan
will be subject to forfeiture until restrictions established by the Committee
are satisfied. Common Shares awarded under the Plan will be held by the Company
during the restriction period and may not be sold, hypothecated or otherwise
transferred by the participant until the applicable restrictions lapse. During
the restriction period, the participant will enjoy all other rights as a
shareholder of the shares, including the right to receive dividends declared and
paid in respect of such shares and to vote the shares.
Following the commencement of a performance cycle, the Committee may not
alter the performance objectives established for the performance cycle. However,
the Committee may, in its discretion, increase or decrease a participant's award
to reflect the participant's promotion, demotion, or change of duties, or
reduce, eliminate or defer awards for any performance cycle if the payment of
awards would not be in the best interests of the Company, or if awards were
materially increased by external events not anticipated at the time the
performance objectives were established.
A participant's rights under the Plan may not be transferred or assigned by
the participant other than by will or the laws of descent and distribution.
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TERMINATION OF EMPLOYMENT. In the event that a participant's employment
with the Company is terminated during a performance cycle for any reason other
than death, permanent disability or early or normal retirement (as defined in
the Plan), the participant will forfeit the opportunity to increaseearn an award under
the numberPlan for that performance cycle. In the event that a participant's
employment with the Company is terminated for any reason other than death,
permanent disability or early or normal retirement prior to the lapse of
California directorsrestrictions on Common Shares previously received as an award payment, such
Common Shares will be forfeited.
In the event of a participant's death, permanent disability or early or
normal retirement during a performance cycle, the participant will be eligible
to earn a pro-rata award for that performance cycle. In the event of a
participant's death, permanent disability or early or normal retirement prior to
the lapse of restrictions on Common Shares previously received as an award
payment, the restrictions on such Common Shares shall lapse.
All pro-rated awards will be paid at the same time as normal awards under
the Plan.
CERTAIN EVENTS. In the event of a change of control of the Company, as
defined in the Plan, a participant will be entitled to receive the higher of the
target award for each performance cycle then in effect for the participant or an
award for each such performance cycle based upon the actual performance of the
Company, as determined by the Committee, through the effective date of the
change of control. In addition, any remaining restrictions on Common Shares
previously received in payment of an award under the Plan shall lapse.
FEDERAL TAX TREATMENT. Under the present federal tax laws, the federal
income tax treatment of awards under the Plan is as follows:
For awards paid in cash, an employee realizes taxable income and the
Company is entitled to a deduction when the award is actually paid. For awards
paid in Common Shares subject to forfeiture restrictions, unless an election is
made under Section 83(b) of the Internal Revenue Code, an employee realizes no
taxable income and the Company is not entitled to a deduction when the shares
are awarded. On the date the restrictions on the Boardshares lapse, the employee will
realize ordinary income equal to the fair market value of the shares, and the
added flexibility
contemplatedCompany will be entitled to a corresponding deduction. Upon a sale of shares,
the employee will realize a short-term or long-term capital gain or loss,
depending upon whether the shares sold have been held for more than one year
from the date the employee realized income. Such gain or loss will be equal to
the difference between the sale price of the shares and the fair market value of
the shares on the date the employee realized income.
The Board of Directors recommends that shareholders vote "FOR" the proposal
to ratify and approve the Southern California Water Company Key Executive
Long-Term Incentive Plan. Proxies solicited and
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received by the amended Bylaws will permitand on behalf of the Board to do so when it
identifies qualified candidates.
The textof Directors will be voted "FOR"
ratification and approval of the proposed amendment is set forth in Annex A to this Proxy
Statement. Approval of the proposed amendment requires the favorable vote of the
holders of a majority of the Company's outstanding Common and Preferred Shares
entitled to vote at the Annual Meeting, voting as a single class. If approved,
the proposed amendment will be effective immediately upon the close of the 1994
Annual Meeting of Shareholders.
THE BOARD OF DIRECTORS HAS APPROVED THE PROPOSED AMENDMENT AND RECOMMENDS
THAT THE SHAREHOLDERS APPROVE THE AMENDMENT.
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8Plan, unless otherwise directed.
EXECUTIVE OFFICERS
EXPERIENCE AND COMPENSATION
The Company had sixeight executive officers as of December 31, 1993.1994.
Information regarding the identification,identities, business experience and beneficial
ownership of shares of the Company's executive officersthose individuals is shown in the following table and
footnotes thereto:
HELD SUCH COMMON SHARES PERCENT
PRINCIPAL OCCUPATION AND EXPERIENCE POSITION BENEFICIALLY OF
NAME DURING THE PAST FIVE YEARS AGE SINCE OWNED CLASS
---- ------------------------------------- ----------------- ------------------------------------------- --- --------- ------------- -------
W.V. Caveney Chairman of the Board(1) 6768 4/92 6,9057,167 *
F.E. Wicks President and Chief Executive Officer(2) 5051 4/92 555694 *
T.J. Bunosky Vice President -- Customer Service of 40 4/94 219 *
Region II(3)
J.A. Dickson Vice President -- Regulatory Affairs and 41 6/90 1,144Customer Service of 42 4/94 1,159 *
Utility Business Development(3)
T.J. BunoskyRegion III(4)
J.B. Gallagher Vice President -- Operations(4) 39 3/93 87Finance, Chief Financial 40 4/94 343 *
Officer and Secretary(5)
D.K. Saddoris Vice President -- Customer Service of 51 4/94 1,659 *
Region I(6)
R.J. Vogel Vice President -- Administration(5) 57 2/93Customer and Operations 59 4/94 387 *
Support(7)
J.F. Young Vice President -- --
J.B. Gallagher Secretary, Treasurer and Chief Financial 39 10/90 129Regulatory Affairs(8) 50 4/94 7,847 *
Officer(6)
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* Less than one percent
(1) Chairman of the Board and Chief Executive Officer of the Company from 4/90
to 3/92 and President and Chief Executive Officer from 4/82 to 3/90.
(2) President from 4/90 to 3/92 and Vice President of Operations from 1/88 to
3/90.
(3) Employed by Suburban Water Systems as Vice President of Finance and
AdministrationOperations from 8/883/93 to 5/90 and as Vice President of Budgeting and
Regulations from 4/88 to 7/88.
(4)3/94, Manager of Operations from
5/91 to 2/93, Director of Engineering, Production and Water Resources from
12/90 to 4/91, Director of Water Resources from 10/90 to 11/90; Assistant
Manager of Operations for Ohio Water Service Company from 4/83 to 9/90.
(4) Vice President -- Regulatory Affairs and Utility Business Development 9/90
to 3/94; Employed by Suburban Water Systems as Vice President of Finance
and Administration from 8/88 to 5/90.
(5) Secretary, Treasurer and Chief Financial Officer from 10/90 to 3/94 and
Secretary and Treasurer from 10/87 to 9/90.
(6) Director of Operations -- Northern/Coastal Division from 5/90 to 3/94 and
Northern Division Manager from 7/78 to 4/90.
(7) Vice President of Administration from 2/93 to 3/94, Director of
Administration from 1/93 to 2/93, Director of Information Systems from 6/92
to 12/92; Executive Vice President and Chief Operating Officer of Suburban
Water Systems from 10/85 to 4/92.
(6) Secretary(8) Assistant Vice President for Conservation Management and TreasurerGovernmental
Affairs from 10/874/92 to 9/90.3/94, Assistant Vice President of Operations from 5/91
to 3/92 and Director of Operations from 4/89 to 4/91.
9
12
Directors and executive officers of the Company as a group beneficially own
47,66151,306 Common Shares of the Company, which is less than one percent of the total
shares outstanding. No director or executive officer of the Company owns any of
the Company's outstanding preferred shares.
6
9
The following table sets forth information on compensation of the Company's
Chief Executive Officer and its four most highly compensated executive officers
for the three most recent calendar years:
ANNUAL COMPENSATION
--------------------------- ALL
--------------------------- OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) COMPENSATION(2)
- ------------------------------------------------------ ----- ------------------- ---------------
F.E. Wicks - President and Chief Executive Officer 1994 $ 251,796 $ 267
1993 $ 237,918 $ 3,700
1992 216,895(3) 3,332
1991 180,563 2,423
J.A. Dickson - Vice President - Regulatory Affairs andCustomer Service of 1994 139,625 2,313
Region III 1993 132,687 2,288
Utility Business Development 1992 126,606 2,110
1991 118,268 267
T.J. Bunosky - Vice President - OperationsCustomer Service of 1994 138,307 2,282
Region II
1993 130,807(4) 2,231
1992 109,930 13,619(5)
1991 91,873 32,294(5)
R.J. Vogel - Vice President - AdministrationCustomer and Operations 1994 124,023 2,061
Support
1993 114,818(6) 267
1992 55,044 --
1991 -- --
J.B. Gallagher - Vice President - Finance, Chief 1994 121,488 2,016
Financial Officer and Secretary 1993 111,678 1,944
and Treasurer 1992 105,903 1,046
1991 99,667 267
- ---------------
(1) The executive officers of the Company receive both cash compensation and
certain perquisites, including the personal use of Company vehicles.
However, the aggregate amount of such perquisites received by each named
officer does not exceed 10% of the total annual salary of each named
officer.
(2) Includes Company payment of premium on business travel and accident policy
of $39 per person per year and Company payment of the premium on group life
insurance of $228 per person per year. Except with regard to footnote (5)
below, the balance represents the Company's matching contribution to the
401(k) Plan for the benefit of the named officer.
(3) Elected Chief Executive Officer in 1992.
(4) Elected executive officer in April, 1993.
(5) Includes $32,294 in 1991 and $13,619 in 1992 as remuneration for relocation expenses.
(6) Elected executive officer in April, 1993. Employed by the Company beginning
in June, 1992.
The Company currently has no bonus, profit sharing, stock option, stock
appreciation right or other remunerative program (other than pension and welfare
benefits) currently in effect. Shareholders are being asked to ratify and approve a Key
Executive Long-Term Incentive Plan at the 1995 Annual Meeting. If approved, the
provisions of the Key Executive Long-Term Incentive Plan will become effective
as of January 1, 1995.
10
13
PENSION PLAN
The Company has a defined benefit pension plan that is noncontributory.
Benefits are determined under a formula applied uniformly to all employees,
regardless of position, and amounts depend on length of service and the average
of the five highest consecutive years of compensation earned. For purposes of
pension calculations, compensation includes salary and all other compensation
but excludes the value of personal use of Company vehicles and other
perquisites. An employee who terminates employment after having at least five
years of service with the Company has a vested interest in the plan.
7
10
Annual benefits payable at retirement (at age 65 or beyond) are reduced by
a percentage of primary social security benefits based upon years of credited
service and are payable monthly. The following table illustrates the estimated
annual benefits payable upon retirement for persons in the earnings
classifications with years of service as shown, but excluding the Social
Security deduction.
BENEFITS BASED ON LENGTH OF SERVICE
AVERAGE ANNUAL --------------------------------------------------------------------------
SALARY FOR HIGHEST 15 20 25 30
CONSECUTIVE FIVE YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS ----------------------40 YEARS
- ------------------------- ------- ------- ------- ------- -------- --------
-------- -------- --------
$ 75,000 $22,500 $30,000 $ 37,500 $ 45,000$37,500 $45,000 $ 52,500 $ 60,000
100,000 30,000 40,000 50,000 60,000 70,000 80,000
125,000 37,500 50,000 62,500 75,000 87,500 100,000
150,000 45,000 60,000 75,000 90,000 105,000 175,000 52,500 70,000 87,500 105,000 122,500
200,000 60,000 80,000 100,000 120,000 140,000
The executive officers listed in the summary compensation table have the
following credited years of service under the pension plan: F.E. Wicks -- 6;7;
J.A. Dickson -- 3;4; T.J. Bunosky -- 3;4; R.J. Vogel -- 1 and2, J.B. Gallagher -- 6.7, J.F.
Young -- 17 and D.K. Saddoris -- 27.
The plan provides an early retirement option for those employees whose age
plus number of years of service equal at least 90.
The Board of Directors has a Retirement Plan for Non-Employee Directors
(the "Plan") of the Company. The Plan provides annual benefits to eligible
directors in an amount equal to the annual retainer in effect at such director's
date of retirement. Benefits are payable in monthly installments for a period
equal to the shortest of (a) the life of the director following retirement, (b)
the period such individual was a director or (c) ten years. In the case of death
of the director, benefits will continue to be received by such director's
surviving spouse for the remaining period for which the director would have been
entitled to receive benefits except for death. The minimumBenefits are payable to directors
after the age forof 62 and after retirement from the board, except that a director
who ceases to qualify for retirement benefits under the Plan is 62 unless retirementbe a director before attaining age 62 is required forbecause of ill health reasons.or
death may receive benefits immediately after retirement from the board, or at
such later date as he or she may request. Directors who are "removed for cause"
(including failure to be re-elected by shareholders)
are not eligible for benefits under the Plan. As a condition of participation in
the Plan, an eligible director must agree to retire from the board at the annual
shareholders' meeting occurring on or next following such director's 72nd
birthday.birthday, and to accept nomination as a director
11
14
if requested by the Board (and to serve if so nominated) for at least ten years
after his or her first election to the board.
DEFERRED COMPENSATION PLAN FOR DIRECTORS AND EXECUTIVES
Under the Company's Deferred Compensation Plan for Directors and
Executives, directors and eligible officers and employees are entitled to defer
all, in the case of directors, or a portion, in the case of officers and
employees, of their compensation until specified times after the deferral.
Interest accrues on amounts deferred under the Plan, but such accrued interest
is not included in the compensation table on page 510 because the interest rate
does not exceed prevailing rates of interest at the time the interest is
accrued.
8
11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee's report on executive compensation is set forth
below. Mr. William V. Caveney, a member of this Committee and Chairman of the
Board of Directors, is, in his capacity as Chairman of the Board, an officer of
the Company. Mr. Caveney does not actively participate in the daily operation of
the Company, duties as to which are the responsibility of Mr. Wicks, President
and Chief Executive Officer of the Company. No other member of this Committee is
a current or former officer or employee of the Company or any of its
subsidiaries or affiliates.
R. B. Clark and D. E. Brown are also members of this Committee and are
directorsCommittee. R. B. Clark
is a director of the Company. Mr. Clark is of counsel to and is a retired
partner of O'Melveny & Myers, which provides legal services to the Company. Mr.
Brown, who is not seeking re-election as a director, is Senior Vice President of
Kirkpatrick, Pettis, Smith, Polian Inc., which has served as co-manager of the
Company's Common Stock offering in June of 1993offerings and as co-agent on the Company's Medium Term Note Programdebt sales in
1993.the past.
The following Report and the Performance Graph included in this proxy
statement shall not be deemed to be incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except to the extent the Company specifically incorporates this
Report or the Performance Graph by reference therein, and shall not be deemed
soliciting material or otherwise deemed filed under either of such Acts.
BOARD12
15
REPORT ON EXECUTIVE COMPENSATION
To: The Board of Directors
As membersThe principal responsibility of the Compensation Committee of the Board of
Directors (the
"Committee"), it is our responsibility to review and make recommendations as to the annual salariescompensation of
the executive officers of the Company. In addition to our
reviewcash and other types of cash
compensation, our responsibility in this regard extends toincludes consideration of other related matters includingsuch
as evaluation of management performance and management planning and succession.
ThisThe Compensation Committee makes
recommendations to and reviews these matters in detail all aspects of these matters with the Board of
Directors concerningand reports to it the sixCompensation Committee's recommendations as to
compensation of the executive officers named in the Company's proxy statement.
The Compensation Committee also reviews management's recommendations as well as reviewingto the
compensation recommendations of certain senior executives reportingwho report directly to those executive
officers.
The Company has retained the services of Sibson &and Company, Inc. ("Sibson"),
a nationally-recognized compensation consulting firm, to assist this Committee
in connection with the discharge of its responsibilities. Sibson has been
retained by the Company since 1991.
Sibson provided reports and advice to the
Company and this Committee with respect to the appropriate compensation and benefit levels of
executive officers and senior executives of the 9
12
Company.Company since 1991. As part of
its studies, Sibson comparedcompares compensation paid by water utilities and industrial
companies having gross revenues and numbers of employees and customers
relatively similar to that of the Company, taking into account four areas of
compensation: base salary, annual incentives, long-term incentives and benefits
and perquisites. TheThese water utilities which are part ofthose included in the Dow Jones Water
Utility Index reported in the performance graph were
includedset forth in the Sibson study,this proxy
statement, as well as seven other water utilities. ThisThe Compensation Committee
relieshas relied on the reports prepared by Sibson and aothers, and the committee's
subjective evaluation of management performance by the executive officers in the discharge
of their assigned duties and responsibilities, as well asand has considered the
performance of the Company generally, in determining the appropriate compensation
levels for the Company's executive officers and senior executives.
In April 1993,1994, the Compensation Committee requested that certain sections
of the Sibson report prepared for the Company commissionedin 1993 by Sibson and the Chase
Consulting Group to prepare a Water Utility Executive Compensation Survey Update Report (the
"Update Report") covering the four areas of compensation generally reviewed by
this Committee. The Update Report indicated that, while past increases to base
salaries have brought the Company's salaries closer to the average paidbe updated by the Company for use, as appropriate, in
determining compensation levels (the "1994 Study"). The April 1994 Study
included a survey of salaries from similarly situated water utilities referenced above, inutility companies.
Based on the areas of incentive compensation and
benefits and perquisites, the Company lags behind other water utilities. The
Update Report demonstrated thatApril 1994 Study, base salaries for 1993the executive group, including
the Chief Executive Officer, would remain competitive within the median range of
this peer group of water utilities, with a nominal 5% average
merit increase over 1992 amountsthose companies included in the 1994 Study for the executive group.
Thisensuing twelve months.
As in the past, the Compensation Committee has not adopted a formula
relationship between the Company's financial performance and the level of
compensation paid to its executive officers in part because of the pervasive
effects that varying regulatory practices and weather conditions have on
financial performance, which effects are largely outside the immediate control
of the executive officers. The Update
Report compared the salary and all other compensation received by the Chief
Executive Officer and concluded Mr. Wicks' base salary and all other
compensation was 12% and 28%, respectively, below the other water utilities
included in the Update Report. In determining the compensation of Mr. Wicks and
other executives, the Committeecommittee also relied upon a subjective evaluation of the
Company's earnings performance, in light of those considerations and
13
16
of the performance of the executive staff in maintaining and enhancing the
Company's ability to meet its challenges, including water quality and water
supply issues, earnings levels and the successful resolution of issues before
regulatory agencies and the California Public Utilities Commission.Commission and other regulatory agencies. Upon
review of all of the objective and subjective factors described above, the
Compensation Committee in April 1994, recommended and the Board authorized that
Mr. Wicks' base compensation be increased by 9.1%5% for 1993-94.
10
13
Thisthe ensuing twelve months.
The Compensation Committee recognizes that changes to the Internal Revenue
Code in 1993 affect, subject to limited exceptions, the deductibility of
compensation in excess of $1,000,000 for certain executive officers unless such
compensation qualifies as "performance-based"."performance-based." However, since the Company's
current compensation program does not provide for annual compensation to any
executive in excess of $1,000,000, the deduction limitations are presently
inapplicable to the Company.
Compensation Committee
D.E.D. E. Brown
W.M. Kizer
R.B.R. B. Clark
W.V. Caveney
N.P.N. P. Dodge, Jr.
March, 1993
11W. M. Kizer
W. V. Caveney
14
1417
PERFORMANCE GRAPH
The graph below compares the performance of Southern California Water
Company to the S&P 500 the NASDAQ Stock Market Index (U.S. companies only) and the Dow Jones Water Utility index,Index, a published
industry index. The graph shows the total return to shareholders for the last
five years of an investment of $100 made on December 31, 19881989 and assuming
reinvestment of all dividends. As with any investment, the historical
performance reflected in this performance graph is not necessarily indicative of
future performance.
On June 17, 1993, the Common Shares of the Company were listed on the New
York Stock Exchange. The Company, therefore, changed its broad market index to
the S&P 500 to more accurately reflect the market in which its Common Shares are
traded. Information on the NASDAQ Stock Market Index is presented here pursuant
to applicable SEC regulations.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG SOUTHERN CALIFORNIA WATER COMPANY, THE S & P 500 INDEX AND
THE DOW JONES WATER UTILITIES INDEX
AND THE NASDAQ STOCK MARKET-US INDEX
[PERFORMANCE GRAPH]
SOUTHERN CALI-
MEASUREMENT PERIOD FORNIA WATER D J WATER UTILI-
(FISCAL YEAR COVERED) COMPANY S & P 500 TIES
--------------------- -------------- --------- ----------------
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31 1988 1989 100 100 100
1990 101 97 89
1991 130 126 136
1992 165 136 146
1993 - --------------------------------------------------------------------------------------
Southern California Water Co. 100 119 121 155 197 227
- --------------------------------------------------------------------------------------
DJ Water Utilities 100 105 93 142 153 172
- --------------------------------------------------------------------------------------
S&P 500 100 132 128 166 179 197
- --------------------------------------------------------------------------------------
NASDAQ Stock Market 100 121 103 165 192 219191 150 164
1994 163 152 154
- -----------------------------------------------------------------------------------------------
* $100 INVESTED ON 12/31/88 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBERinvested on December 31, 1989 in stock or index -- including reinvestment
of dividends. Fiscal year ending December 31.
1215
1518
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information with respect to the beneficial
owners of more than five percent of any class of the Company's voting securities
on February 28, 19941995 based upon public information known to the Company.
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP OF CLASS
- -------------------------------------------------------------- ------------------ --------------- --------
First Colony Life Insurance Company Preferred Shares 46,125--Direct 51.5*45,842--Direct 52.1*
700 Main Street
Lynchburg, Virginia
Massachusetts Mutual Life Insurance Co. Preferred Shares 12,000--Direct 13.413.6
1295 State Street
Springfield, Massachusetts
Equitable Life Insurance Company of Iowa Preferred Shares 2,645--Direct 3.0
699 Walnut Street
Des Moines, Iowa
- ---------------
* Represents 5.3% of total eligible vote.
ANNUAL REPORT (FORM 10-K)
The Company undertakes, on written request, to provide, without charge,
each person from whom the accompanying proxy is solicited, with a copy of the
Company's Annual Report on Form 10-K for the year ended December 31, 19931994 as
filed with the Securities and Exchange Commission, including the financial
statements and schedules. Requests should be addressed to Southern California
Water Company, 630 East Foothill Boulevard, San Dimas, California 91773,
Attention: Office of the Secretary.Treasurer.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Co.LLP served as the Company's independent public accountants
for the year ended December 31, 1993.1994. No accounting firm has been selected for
the current year. The Board of Directors normally selects the public accountants
for each year in July of that year. Representatives of Arthur Andersen & Co.LLP will
be at the Annual Meeting of Shareholders and will have an opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions.
1316
1619
OTHER MATTERS
Management of the Company knows of no business, other than that mentioned
above, to be transacted at the Annual Meeting, but if other matters do properly
come before the meeting, it is the intention of the persons named in the
enclosed proxy to vote in regard thereto in accordance with their judgment, and
discretionary authority to do so is included in the proxy.
PROPOSALS FOR NEXT ANNUAL MEETING
Any proposal which a shareholder intends to present at the next Annual
Meeting of Shareholders to be held in April 19951996 must be received at the
principal executive office of the Company by November 18, 199417, 1995 if such proposal
is to be considered for inclusion in the Company's proxy statement and form of
proxy relating to that meeting.
1417
17
ANNEX20
APPENDIX A
TEXT OF PROPOSED
AMENDMENT TO BYLAWS
Resolved,SOUTHERN CALIFORNIA WATER COMPANY
KEY EXECUTIVE LONG-TERM INCENTIVE PLAN
1. PURPOSE. The Southern California Water Company (together with any
successors and assigns, the "Company") Key Executive Long-Term Incentive Plan
(the "Plan") is intended to promote sustained success of the Company and closely
link executives' interests to those of the Company's shareholders by (a)
focusing key executives of the Company on actions that effectivecontribute directly to
the creation of value for shareholders, (b) enabling the Company to continue to
attract, retain and motivate executives of the highest caliber, and (c)
providing a performance-based vehicle through which key executives may acquire
and retain Company stock.
2. COMPLIANCE WITH APPLICABLE LAWS. The provisions of this Plan are
intended to comply with all provisions of applicable laws and government
regulations. As to Participants subject to Section 16 of the Securities Exchange
Act of 1934, all transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 ("Rule 16b-3") of the Securities and
Exchange Commission under that Act. To the extent that any provision of this
Plan or action by the Committee or Board fails to so comply, such provision or
action shall be considered ineffective or, in the discretion of the Committee,
modified so as to conform to applicable laws, regulations and conditions. The
Committee shall have the authority to take such actions as may be required to
comply with such applicable laws, regulations and conditions.
3. DEFINITIONS. The following definitions shall apply to the Plan:
3.1 Authorized Rate of Return means the weighted average of the annual
rate or rates of return on equity authorized for the Company during a
Performance Cycle by the California Public Utilities Commission. Authorized Rate
of Return during a Performance Cycle shall be calculated by the Company, subject
to review by the Company's external auditors.
3.2 Award means a payment, either in cash or Common Shares, earned in
accordance with the provisions of the Plan.
3.3 Board means the Board of Directors of the Company.
3.4 Change of Control shall mean any or all of the following:
(1) The dissolution or liquidation of the Company, unless its business
is continued by another entity in which holders of the Company's voting
securities immediately before the event own more than 50% of the continuing
entity's voting securities immediately after the adjournment of the 1994
Annual Meeting of Shareholders, Section 2 of Article III of the Bylaws of this
Corporation shall be amended in its entirety to read as follows:
The authorized number of directors shall be not less than five nor more
than nine until changed by Amendment of the Articles or by a Bylaw duly
adoptedevent;
(2) Approval by the shareholders amending this Section 2. The exact number of
directors shall be fixed, within the limits specified, by amendment of the next sentence duly adopted eitherCompany of any sale, lease,
exchange or other transfer (in one or a series of transactions) of all or
substantially all of the assets of the
A-1
21
Company, unless its business is continued by another entity in which
holders of the Company's voting securities immediately before the event own
more than 50% of the continuing entity's voting securities immediately
after the event;
(3) Approval by the shareholders of the Company of any reorganization
or merger of the Company, unless the holders of the Company's voting
securities immediately before the event own more than fifty percent (50%)
of the continuing or surviving entity's voting securities immediately after
the event;
(4) A change of one-half or more of the members of the Board within a
twelve-month period, unless the election or nomination for election by
shareholders of new directors within such period constituting a majority of
the Board was approved by the vote of at least two-thirds of the directors
then still in office who were in office at the beginning of the
twelve-month period.
3.5 Committee means a Committee of the Board consisting of two (2) or
more directors appointed by the Board to administer the Plan pursuant to Section
5. All members of the Committee shall be "disinterested persons" (as defined in
Rule 16b-3) in respect of the Plan.
3.6 Common Shares means the common shares of the Company (par value
of $2.50) or any security of the shareholders.Company issued in substitution, exchange, or in
lieu thereof as contemplated by Section 12.
3.7 Disability means a physical or mental condition that permanently
prevents a Participant from performing his or her normal duties of employment.
If a Participant is covered by a Company-sponsored long-term disability program
and the Participant is determined to qualify for disability benefits under that
program, then the Participant shall be presumed to qualify as permanently
disabled for purposes of the Plan unless the Committee reasonably determines
that the Participant is not permanently disabled for purposes of the Plan. If a
Participant is not covered by a Company-sponsored long-term disability program,
then the Participant shall be presumed to be permanently disabled for purposes
of the Plan if the Committee so determines upon review of one of more medical
opinions acceptable to the Committee.
3.8 Early Retirement means a voluntary Termination of Service at or
after reaching age sixty-two (62) with the approval of the Committee.
3.9 Earnings Per Share Growth means the percentage change in
fully-diluted earnings per Common Share between the latest fiscal year ending
before the beginning of a Performance Cycle and the latest fiscal year ending
before or upon the completion of the same Performance Cycle, calculated from the
audited annual reports prepared for shareholders for those fiscal years,
excluding any items classified in the reports as extraordinary, and excluding
any gain or loss from the sale of operating properties.
A-2
22
3.10 Executive means an employee of the Company determined by the
Committee to hold a key executive position.
3.11 Market Price: Market Price at the beginning of a Performance
Cycle means the average of the closing prices of one Common Share on the New
York Stock Exchange during the thirty (30) consecutive trading days ending with
the last day immediately before commencement of the Performance Cycle. Market
Price at the end of a Performance Cycle means the average of the closing prices
of one Common Share on the New York Stock Exchange during the thirty (30)
consecutive trading days ending with the last day of the Performance Cycle.
Market Price upon a Change in Control means the average of the closing prices of
one Common Share on the New York Stock Exchange during the seven (7) consecutive
trading days ending on the date on which the Change in Control occurs. If the
Common Shares cease to be listed on the New York Stock Exchange, references to
that Exchange thereafter shall refer instead to the principal market on which
the Common Shares are traded.
3.12 Maximum Award means the maximum value in dollars of an Award,
expressed as a percentage of a Participant's Salary at the beginning of a
Performance Cycle, that the Participant is eligible to receive in cash or Common
Shares for that Performance Cycle if the Performance Objectives for the Maximum
Award as set forth in the Participant Agreement established for that Performance
Cycle are fully achieved.
3.13 Normal Retirement means voluntary Termination of Service at or
after reaching age sixty-five (65).
3.14 Participant means an Executive designated by the Committee to
participate in the Plan.
3.15 Participation Agreement means an agreement between the Company
and a Participant with respect to an Award, in form designated by the Committee.
3.16 Peer Group means a group of publicly-traded water and electric
utilities selected by the Committee for a Performance Cycle. The exactPeer Group
shall be selected based upon criteria satisfactory to the Committee and intended
to provide an appropriate basis for comparison with the Company in determining
Awards. One or more members of a Peer Group established for a Performance Cycle
may be deleted or replaced if the Committee determines that the member or
members no longer provide an appropriate basis for comparison.
3.17 Performance Cycle means three consecutive fiscal years of the
Company over which its (and the Peer Group's) performance is measured for
determining whether and to what extent an Award is earned under the Plan. It is
the intent of the Plan, but not a requirement, that a new three-year Performance
Cycle will begin each fiscal year.
A-3
23
3.18 Performance Measures means the specific performance measures
selected by the Committee as described in Section 7 below as bases for
determining Awards for a particular Performance Cycle. With the approval of the
Board, the Committee may establish additional measures from which to select.
3.19 Performance Objectives means the specific performance goals for
the Performance Measures established by the Committee for a Performance Cycle
against which performance is assessed under the Plan.
3.20 Rate Of Return means the Company's average annual return on
equity during a Performance Cycle calculated from the audited annual reports
prepared for shareholders for the fiscal years comprising that Performance
Cycle, excluding any items classified in the reports as extraordinary. Rate of
Return during a Performance Cycle shall be calculated by the Company, subject to
review by the Company's external auditors.
3.21 Salary means a Participant's regular annual base salary, before
any deductions and exclusive of any bonuses, payments under employee benefit or
incentive plans and other non-regular forms of compensation, whether deferred or
received currently, as of the first day of a Performance Cycle.
3.22 Service means substantially full-time employment (whether active
or on an authorized leave of absence) with the Company.
3.23 Target Award means the value in dollars of an Award, expressed
as a percentage of a Participant's Salary at the beginning of a Performance
Cycle, that the Participant is eligible to receive in cash or Common Shares for
that Performance Cycle if the Performance Objectives for the Target Award as set
forth in the Participation Agreement established for that Performance Cycle are
fully achieved.
3.24 Termination of Service means termination of Service with the
Company for any reason, whether voluntary or involuntary, including death,
Disability, Early Retirement or Normal Retirement.
3.25 Total Shareholder Return means the total return on one Common
Share during a Performance Cycle measured by dividing (i) the sum of (a) all
dividends paid on one Common Share during that Performance Cycle and (b) the
difference between the Market Price of one Common Share at the beginning of the
Performance Cycle and the end of that Performance Cycle by (ii) the Market Price
of one Common Share at the beginning of that Performance Cycle.
4. ELIGIBILITY. Eligibility for the Plan shall be at the discretion of
the Committee and shall be limited to Executives of the Company selected by the
Committee. Participation in the Plan for any one Performance Cycle shall not
create any right to participate in any other Performance Cycle.
A-4
24
5. PLAN ADMINISTRATION. The Plan shall be administered by the Committee.
The Committee is authorized to interpret the Plan, to prescribe, amend and
rescind rules and regulations pertaining to the Plan, provide for conditions and
assurances deemed necessary or advisable to protect the interests of the
Company, and to make all other determinations necessary or advisable for the
administration of the Plan, but only to the extent not contrary to the express
provisions of the Plan. In selecting a Participant, the Committee may take into
account the nature of services rendered by the Executive, his or her present and
potential contributions to the success of the Company, and such other factors as
the Committee in its discretion shall deem relevant. The Committee's authority
shall include but shall not be limited to:
(1) All determinations and actions which this Plan specifies the
Committee shall or may make or take;
(2) All actions necessary or incidental to clause (1) above;
(3) The final determination and written certification of the
performance level achieved by the Company during a Performance Cycle and
the associated Awards earned by Participants; and
(4) The treatment of unanticipated events materially affecting Plan
administration or objectives.
Determinations, interpretations or other actions made or taken by the Committee
pursuant to the provisions of the Plan shall be final and shall be binding and
conclusive for all purposes and for all persons.
Expenses of administering the Plan shall be borne by the Company.
6. AWARD DETERMINATION PROCESS. For each Performance Cycle, the Committee
shall assign each Participant in that Cycle a Target Award and a Maximum Award
based on the Participant's level of responsibility, ability to influence
longterm Company performance, competitive compensation considerations and other
relevant criteria in light of the objectives of the Plan. The Committee may also
establish other Award levels above or below the Target Award and Maximum Award
levels, with values based on (i.e. either above or below, respectively) the
latter levels, as determined by the Committee. In addition, the Committee shall
establish Performance Measures and Performance Objectives for the Performance
Cycle as well as the relationship between Awards and different levels of
achievement relative to the Performance Objectives. A Participant's levels,
applicable Performance Measures, Performance Objectives, and the relationship
between the Participant's stated Award levels and different levels of
achievement shall be described in a Participation Agreement entered into between
the Company and the Participant for each Performance Cycle.
The Committee reserves the right to adjust a Participant's Target Award and
Maximum Award during a Performance Cycle, in its sole discretion, to reflect the
promotion, demotion or change of
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duties of a Participant. If a Participant's Award is adjusted during a
Performance Cycle, calculation of the Award for that Performance Cycle will be
determined by prorating each Award according to the number of directorsdays each was in
effect during the Performance Cycle. Awards shall be determined by the Committee
in accordance with the terms of the Participation Agreement. The Plan does not
provide for discretionary payments outside of Awards determined in accordance
with the Plan. However, the Committee reserves the right to reduce, eliminate or
defer Awards if the Committee deems, in its sole discretion, that payment of
Awards earned under the Plan would not be in best interests of the Company or if
Awards were materially increased by external events not anticipated at the time
that the Performance Objectives were established.
7. PERFORMANCE MEASUREMENT. The Committee, in its sole discretion, shall
establish the Performance Objectives for each Executive who is a Participant in
a Performance Cycle for that Performance Cycle from among the following
Performance Measures: Earnings Per Share; Total Shareholder Return; price of
Common Shares; and the Company's Rate of Return in relation to its Authorized
Rate of Return. Performance may be measured against the performance of the Peer
Group or against internal goals established by the Committee. The Performance
Measures and weighting assigned to each Performance Measure may be different for
different Performance Cycles and for different Participants at the discretion of
the Committee.
8. PAYMENT OF AWARDS. At the discretion of the Committee, Awards may be
paid in cash or in Common Shares, or both. Payment shall be made as soon as
practicable after conclusion of the Performance Cycle to which the Award relates
and after certification by the Committee of the performance level achieved by
the Company and the associated Awards earned by Participants. In the absence of
unusual circumstances, payment shall be made no later than one-hundred twenty
days after the end of the Performance Cycle. If Awards are paid in Common
Shares, the number of Common Shares awarded to a Participant shall be determined
by dividing the dollar amount of the Participant's Award to be paid in Common
Shares by the Market Price of one Common Share at the end of the Performance
Cycle. Common Shares awarded under the Plan will be subject to forfeiture until
vesting restrictions established by the Committee and contained in the
Participation Agreement have been satisfied. Common Shares awarded to a
Participant shall be registered in the Participant's name but the certificates
evidencing restricted Shares shall be held by the Company during the restriction
periods. No such share may be sold, hypothecated or otherwise transferred by a
Participant until the applicable restrictions on that share lapse. During the
restriction period, the Participant will enjoy all other rights as a shareholder
of the Company, including the right to receive dividends declared and paid in
respect of such shares and to vote the shares, except that any dividends paid in
Common Shares will be held by the Company subject to the same restrictions as
the underlying shares.
9. TERMINATION OF SERVICE. If Termination of Service of a Participant
occurs during a Performance Cycle for any reason except death, Disability,
Normal Retirement or Early Retirement,
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26
the Participant's opportunity to receive an Award for that Performance Cycle
shall be forfeited. If Termination of Service of a Participant occurs for any
reason except death, Disability, Normal Retirement or Early Retirement, any
Common Shares previously received as payment under the Plan and still subject to
restrictions shall be forfeited. If death, Disability or Normal Retirement of a
Participant occurs during a Performance Cycle, the Participant shall be eligible
to receive a pro-rata Award for that Performance Cycle based on a ratio equal to
the number of full days of the Participant's Service during the Performance
Cycle divided by the number of days in the Performance Cycle. If Early
Retirement of a Participant occurs during a Performance Cycle, the Participant
shall be eligible to receive a pro-rata Award for that Performance Cycle based
on a ratio equal to fifty percent (50%) of the number of full days of the
Participant's Service during the Performance Cycle divided by the number of days
in the Performance Cycle. If death, Disability, Normal Retirement or Early
Retirement of a Participant occurs, any remaining restrictions applicable to any
Common Shares previously received as payment under the Plan shall lapse.
Pro-rata Awards resulting from Termination of Service during a Performance
Cycle shall be paid at the same time as normal Awards are paid for the
Performance Cycle. Any Common Shares delivered as a part of such Awards shall
not be subject to vesting restrictions.
10. CHANGE OF CONTROL. Upon a Change of Control of the Company before the
end of a Performance Cycle, each Participant in that Performance Cycle shall be
entitled to receive an Award under the Plan determined by the Committee as
follows: (i) the Committee shall assess the Company's performance against the
Performance Objectives for the Performance Cycle through the effective date of
the Change of Control as if that period were a full Performance Cycle and
determine the Award that would have been earned based upon that performance;
(ii) that Award amount shall be prorated in the ratio of the number of days in
the Performance Cycle through the effective date of the Change of Control to the
full number of days in the Performance Cycle; (iii) the prorated amount shall be
the amount of the Award to which the Participant is entitled and the Participant
shall be entitled to receive it as soon as practicable after the Committee has
determined it. The provisions of the last sentence of Section 6 shall not apply
to any determinations made, or actions taken, by the Committee pursuant to this
Section 10. Upon a Change of Control, any remaining restrictions applicable to
any Common Shares previously received as payment under the Plan shall lapse and
any Common Shares received upon a Change of Control shall not be subject to
vesting restrictions.
11. NEW PARTICIPANTS. Participants may be added to the Plan by the
Committee at any time. A Participant added to the Plan during a Performance
Cycle shall be eligible to receive a pro-rata Award for that Performance Cycle
in an amount determined by the Committee provided that the individual is a
Participant in the Plan for at least six untilmonths during the Performance Cycle.
The pro-rata Award for an individual added to the Plan during a Performance
Cycle shall be determined by multiplying the Participant's Award for the
Performance Cycle by a ratio equal to the number of
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27
days that the individual participates in the Plan during the Performance Cycle
divided by the number of days in the Performance Cycle.
12. SHARES SUBJECT TO THE PLAN. An aggregate of 150,000 Common Shares
shall be subject to the Plan. These shares shall be either authorized unissued
shares or outstanding shares acquired by or on behalf of the Plan, including
shares purchased in the open market. Shares subject to Awards but not earned and
Shares awarded but forfeited under the Plan shall again become subject to the
Plan if permissible pursuant to Rule 16b-3.
In the event of a stock dividend, stock split, or other subdivision or
combination of the Common Shares, the number of Common Shares subject to the
Plan shall be adjusted proportionately. If the outstanding Common Shares are
changed or converted into, or exchanged or exchangeable for other securities of
the Company or another corporation by reason of a reorganization, merger,
reclassification, exchange or combination, an appropriate adjustment shall be
made by the Committee, whose determination shall be conclusive, in the number
and/or type of securities for which Awards may be made under the Plan, with the
objective that the proportionate interests of Participants be maintained at the
same level as before the occurrence of such event.
13. AMENDMENT OR TERMINATION OF THE PLAN. The Plan may be amended,
suspended or terminated at any time, with or without notice, by the Committee.
However, a majority of the voting power of the securities of the Company
entitled to vote and voting must first be obtained in order to (a) materially
increase the benefits accruing to Participants under the Plan, (b) increase the
number of Common Shares subject to Plan (except for such adjustments as are
provided for in Section 12), or (c) materially modify the requirements as to
eligibility for participation in the Plan. However, unless required by law or
applicable government regulation, no change may be made to the Plan that
adversely affects an Award due for a completed Performance Cycle. Upon
amendment, suspension or revocation of the Plan, the Committee may, in its sole
discretion, authorize the proration or early distribution, or a combination
thereof, of Awards under then outstanding Participation Agreements under the
Plan.
14. OTHER PROVISIONS.
14.1 Transfer Restrictions. No rights under a Participation
Agreement, no Award and no Common Share received by a Participant and still
subject to restrictions shall be transferred, assigned, pledged or hypothecated
in any way, whether by operation of law (including bankruptcy) or otherwise,
except by will or laws of descent and distribution. Upon any attempt to
transfer, assign, pledge or hypothecate or otherwise dispose of rights under a
Participation Agreement, Awards or Common Shares received by a Participant and
still subject to restrictions contrary to the provisions of the Plan, the
Participation Agreement shall terminate and the Participant shall have no rights
under it, any Award and its associated rights and privileges shall become null
and void and any such Common Shares shall be forfeited as provided in this
Section 2.8.
In the event of a Participant's death,
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1828
Awards will be distributed as provided in Section 9 to the Participant's
designated beneficiary, or in the absence of such designation, the Participant's
estate.
14.2 Withholding Tax. The Company shall deduct from all Awards paid
under the plan any federal, state or local taxes required to be withheld. The
Company may, at its election, withhold from Common Share Awards such number of
shares as are sufficient to meet the Company's withholding requirements. A
Participant may elect, subject to the Committee's approval, to satisfy
withholding, in whole or in part, by having the Company withhold Common Shares
having a market value (as of the date of withholding) equal to the amount
required to be withheld.
14.3 Effective Date. Subject to shareholder approval of the Plan, the
Plan shall become effective January 1, 1995 and shall remain in effect until
terminated by the Board.
14.4 Unfunded Nature of the Plan. Subject to compliance with
applicable laws, government regulations and accounting principles, the Company
may periodically accrue estimated payouts pursuant to the Plan and charge them
as an expense. Accruals for estimated payouts shall not obligate the Company to
make payments under the Plan. Each Participant shall be an unsecured creditor
regarding the Company's obligations under the Plan. No Participant or any other
person shall have as a result of the Plan any interest in any fund or in any
specific asset of the Company. No reserve or other asset that the Company may
establish or acquire to ensure itself of the funds to provide benefits under the
Plan shall serve in any way as security for any Participant or any other person
for the Company's performance under the Plan.
14.5 Right of Employment Denied. Nothing contained in the Plan shall
confer upon a Participant any right to be or remain an employee of the Company
or shall interfere in any way with the right of the Company at any time to
terminate a Participant's Service or employment or to increase or decrease the
compensation of a Participant or change a Participant's duties or
responsibilities.
14.6 Headings. The headings contained herein are for purposes of
convenience only, and in the event of any conflict with the text of the Plan,
the text rather than the headings shall control.
14.7 Requirements of Law. Awards of Common Shares pursuant to the
Plan shall be subject to all applicable laws, rules and regulations, and shall
not be made until all required approvals of the proper government agencies have
been obtained.
14.8 Governing Laws. The Plan shall be administered, interpreted and
governed under the laws of the State of California.
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29
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF SOUTHERN CALIFORNIA WATER COMPANY
D. E. BrownR. B. Clark and W. V. Caveney, each with full power to act without the
other, are hereby appointed the attorneys and proxies, with full power of
substitution, for and in the name of the undersigned to represent and vote in
their discretion all stock which the undersigned could represent and vote at the
annual meeting of the shareholders of the Southern California Water Company to
be held at the Industry Hills Sheraton, Suites Fairplex, 601 West McKinley Avenue, Pomona,One Industry Hills Parkway, City of
Industry, California, on Tuesday, April 26, 199425, 1995 at 11:00 o'clock A.M., Pacific
time, or any adjournment thereof, for the election of Directors, the approval of
a Key Executive Long-Term Incentive Plan and upon other matters properly coming
before the meeting.
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) / / listed below / /
D.J. E. Brown,Auer, W. V. Caveney, R. B. Clark, N. P. Dodge, Jr., W. M. KizerR. F. Kathol, L. E.
Ross and F. E. Wicks
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE INDIVIDUAL
NOMINEE(S) WRITE THAT NOMINEE(S) NAME ON THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
Continued and to be signed on the other side
2. Approval of an amendment proposed by the Board of Directors to the Company's
Bylaws to establish a variable Board of Directors of between five and nine
persons, with the exact number of directors to be six until changed by the
Board of Directors or the shareholders by amendment of the Articles of
Incorporation or the Bylaws.Key Executive Long-Term Incentive Plan.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES, OR CUMULATIVELY AMONG NOMINEES IF CUMULATIVE VOTING
APPLIES, AND FOR APPROVAL OF THE AMENDMENT OF THE BYLAWS.KEY EXECUTIVE LONG-TERM INCENTIVE PLAN.
(NOTE: Signature should
agree with name hereon.
When signing as attorney,
executor, administrator,
trustee, guardian, or
corporate officer, please
give full title as such.
All joint owners should
sign.)
-------------------------
Signature
-------------------------
Signature
-------------------------1995
--------------------
Date
IMPORTANT: Please mark, date, sign and return this Proxy promptly in the
enclosed envelope.