UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 13,2004
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SJW Corp.
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(Exact name of registrant as specified in its charter)
California 1-8966 77-0066628
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
374 W. Santa Clara Street, San Jose, California 95196
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(Address of principal executive offices) (Zip Code)
(408) 279-7800
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 9, 2004, the Executive Compensation Committee of the
Board of Directors of SJW Corp. adopted and approved the
implementation of the Special Deferral Election Plan (the "Plan") by
the Company's wholly-owned subsidiary San Jose Water Company (the
"Company"). The new Plan will become effective as of January 1,
2005, and it is expected that one or more of the following
executive officers of SJW Corp. will participate in the Plan:
Name Title
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W. Richard Roth SJW Corp. - Chief Executive Officer
and President
R. Scott Yoo San Jose Water Company - Senior Vice
President, Administration
George J. Belhumeur San Jose Water Company - Senior Vice
President, Operations
Angela Yip SJW Corp. - Chief Financial Officer and
Treasurer
Richard J. Pardini San Jose Water Company - Vice President,
Chief Engineer
Dana Drysdale San Jose Water Company - Vice President,
Information Services
Richard J. Balocco San Jose Water Company - Vice President,
Corporate Communications
The Plan will provide participants with the opportunity to defer
a portion of their compensation each year and to realize an
investment return on those monies during the deferral period.
Accordingly, each participant may elect to defer up to fifty
percent (50%), of his or her base salary and up to one hundred
percent (100%) of his or her bonus or other incentive
compensation for the year.
Participants must make their deferral election before the start
of the calendar year during which the compensation subject to
their election is to be earned. For each year's deferred
compensation, the participant may designate the start date for
the subsequent distribution of that compensation and the form of
distribution. Applicable start dates may be tied to separation
from service, a substantial change in the ownership or control of
the Company (or SJW Corp. at a time while it remains the parent
company) or a specified date. The form of distribution may be
either a lump sum or a series of installments over a designated
period.
During the deferral period, the participant may designate the
investment of his or her account balances in one or more
available investment funds. No actual investments will be held
in the participant's account, but the account balance will be
adjusted periodically to reflect the return that account would
have realized had it actually been invested in the designated
investment funds.
Participants will at all times remain general creditors of the
Company with respect to their account balances under the Plan.
The Company may establish a trust in order to accumulate a
reserve to satisfy all or part of its liabilities under the Plan.
However, no participant will have any beneficial ownership
interest in those assets, and such assets would be available for
the satisfaction of creditor claims in the event of the Company'
insolvency or bankruptcy.
The Executive Compensation Committee of the Company's Board of
Directors may amend or terminate the Plan at any time. However,
no such amendment or plan termination may adversely affect a
participant's benefits accrued to date under the plan or the
distribution elections in effect for those benefits
A copy of the Plan is filed as an exhibit to this 8-K Report.
Item 9.01 Financial Statement and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1 San Jose Water Company Special Deferral
Election Plan issued by SJW Corp., approved
December 9, 2004 by the Executive Compensation
Committee of the Board of Directors of SJW
Corp.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
SJW Corp.
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December 13, 2004 /s/ Angela Yip
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Angela Yip,
Chief Financial Officer
and Treasurer
EXHIBIT INDEX
Exhibit No. Description
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99.1 San Jose Water Company Special Deferral
Election Plan issued by SJW Corp., approved
December 9, 2004 by the Executive Compensation
Committee of the Board of Directors of SJW
Corp.