SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period
to
Commission file number 1-8966
SJW CORP.
(Exact name of registrant as specified in its charter)
California 77-0066628
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
374 West Santa Clara Street, San Jose, California, 95196
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 408-279-7800
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Name of each exchange on
each class which registered
------------------- --------------------------
Common Stock, Par Value $1.042 American Stock Exchange
Securities Registered Pursuant To Section 12(G) Of The Act:
None (Title of Class)
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 such filing
requirements for the past 90 days. Yes [X] No [ ]
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 the Form 10-K or any
amendment to the Form 10-K. [ ]
Indicate by check mark whether registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
The aggregate market value of the common stock held by non-
affiliates of the registrant on June 30, 2004 was $219,373,236.
Shares of common stock outstanding on March 7, 2005 ? 9,135,573.
Documents Incorporated by Reference
Portions of the Registrant's Proxy Statement relating to
the Registrant's 2005 Annual Meeting of Shareholders, to be held
on April 28, 2005, are incorporated by reference into Part III
of the Form 10-K where indicated.
EXPLANATORY NOTE
SJW Corp. is filing this Form 10-K/A solely to:
1. Add the electronic signatures and correct the date of the
required signatories of the Annual Report on Form 10-K for the
year ended December 31, 2004 and filed with the Securities and
Exchange Commission on March 7, 2005 (the "Form 10-K");
2. Include the date next to the Chairman's signature;
3. Add the date and electronic signature of KPMG LLP on the
Consent of Independent Registered Public Accounting Firm, filed
as Exhibit 23 of the Form 10-K; and
4. Add the date and electronic signatures of the principal
executive officer and principal financial officer on the
certifications pursuant to Exchange Act Rule 13a-14(a), filed as
Exhibits 31.1 and 31.2 of the Form 10-K.
No other changes were made to the annual report on Form 10-
K. At the time of filing the Form 10-K with the Securities and
Exchange Commission, SJW Corp. had a manually signed and dated
copy of the Form 10-K, a manually signed and dated Consent of
Independent Registered Public Accounting Firm and manually
signed and dated certifications of the principal executive
officer and principal financial officer pursuant to Exchange Act
Rule 13a-14(a). The omissions and corrections set forth above
resulted from clerical errors. In accordance with the rules of
the Securities and Exchange Commission, updated certifications
of the principal executive officer and principal financial
officers pursuant to Exchange Act Rule 13a-14(a) have been filed
as Exhibits 31.3 and 31.4.
Item 15. Exhibits and Financial Statement Schedules
SJW Corp. filed a current report on Form 8-K with the Securities
and Exchange Commission on November 1, 2004 to furnish its press
release to announce the financial results for the third quarter
ended September 30, 2004 under Item 12 thereof.
On December 13, 2004, SJW Corp. filed Form 8-K with the
Securities and Exchange Commission to announce its entry into a
Material Definitive Agreement under Item 1 thereof.
(1) Financial Statements
Page
Report of Independent Accounting Firm 27
Report of Internal Controller over Financial Reporting 28
Consolidated Balance Sheets as of December 31, 2004 and 2003 29
Consolidated Statements of Income and Comprehensive Income
for the years ended December 31, 2004, 2003 and 2002 31
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 2004, 2003 and 2002 32
Consolidated Statements of Cash Flows for the years
ended December 31, 2004, 2003 and 2002 33
Notes to Consolidated Financial Statements 34
(2) Financial Statement Schedule
Valuation and Qualifying Accounts and Reserves,
Years ended December 31, 2004 and 2003 54
All other schedules are omitted as the required information is
inapplicable or the information is presented in the financial
statements or related notes.
(3) Exhibits required to be filed by Item 601 of Regulation S-K
See Exhibit Index located immediately following paragraph (b) of
this Item 15.
The exhibits filed herewith are attached hereto (except as
noted) and those indicated on the Exhibit Index which are not
filed herewith were previously filed with the Securities and
Exchange Commission as indicated.
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
2 Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession:
2.1 Registration Rights Agreement entered into as of
December 31, 1992 among SJW Corp., Roscoe Moss, Jr. and
George E. Moss. Filed as Exhibit 2.1 to Form 10-K
March 12, 2004. S.E.C. File No. 1-8966.
3 Articles of Incorporation and By-Laws:
3.1 Restated Articles of Incorporation and By-Laws of SJW
Corp., defining the rights of holders of the equity
securities of SJW Corp.
3.2 Certificate of Amendment of SJW Corp. amending the
restated Articles of Incorporation. Filed as Exhibit
3.2 to the Form 10-K filed on March 7, 2005. S.E.C.
File No. 1-8966.
3.3 By-Laws of SJW Corp. as amended. Filed as Exhibit 3.3
to the Form 10-K filed on March 7, 2005. S.E.C. File
No. 1-8966.
4 Instruments Defining the Rights of Security Holders,
including Indentures:
No current issue of the registrant's long-term debt
exceeds 10 percent of its total assets. SJW Corp.
hereby agrees to furnish upon request to the Commission
a copy of each instrument defining the rights of
holders of unregistered senior and subordinated debt of
the company.
10 Material Contracts:
10.1 Water Supply Contract dated January 27, 1981 between
San Jose Water Works and the Santa Clara Valley Water
District, as amended. Filed as Exhibit 10.1 to Form
10-K for the year ended December 31, 2001.
10.2 Resolution for Directors' Retirement Plan adopted by
SJW Corp. Board of Directors as amended on September
22, 1999. Filed as an Exhibit to 10Q for the period
ending September 30, 1999. S.E.C. File No. 1-8966.
(2)
10.3 Resolution for Directors' Retirement Plan adopted by
San Jose Water Company's Board of Directors as amended
on September 22, 1999. Filed as an Exhibit to 10-Q for
the period ending September 30, 1999. S.E.C. File No.
1-8966. (2)
10.4 Resolution for Directors' Retirement Plan adopted by
SJW Land Company Board of Directors on September 22,
1999. Filed as an Exhibit to 10-Q for the period
ending September 30, 1999. S.E.C. File No. 1-8966.
(2)
10.5 SJW Corp. Long-Term Incentive Plan, adopted by SJW
Corp. Board of Directors March 6, 2002. Filed as an
Exhibit to Form 10-Q for the period ended June 30,
2002. (2)
10.6 Limited Partnership Agreement of 444 West Santa Clara
Street, L. P. executed between SJW Land Company and
Toeniskoetter & Breeding, Inc. Development. Filed as
an Exhibit to 10-Q for the period ending September 30,
1999. S.E.C. File No. 1-8966.
10.7 San Jose Water Company Executive Supplemental
Retirement Plan adopted by San Jose Water Company Board
of Directors, as restated to reflect amendments made
through May 1, 2003. Filed as an Exhibit to Form 10-Q
for the period ended June 30, 2003. S.E.C. File No. 1-
8966. (2)
10.8 SJW Corp. Executive Severance Plan adopted by SJW Corp.
Board of Directors, as restated to reflect amendments
made through May 1, 2003. Filed as an Exhibit to Form
10-Q for the period ended June 30, 2003. S.E.C. File
No. 1-8966. (2)
10.9 SJW Corp. Long-Term Incentive Plan, adopted by SJW
Corp. Board of Directors, as amended on March 3, 2003.
Filed as an Exhibit to Form 10-Q for the period ended
June 30, 2003. S.E.C. File No. 1-8966. (2)
10.10 Chief Executive Officer Employment Agreement, as
restated on June 27, 2003. Filed as an Exhibit to Form
10-Q for the period ended June 30, 2003. S.E.C. File
No. 1-8966. (2)
10.11 Standard Form of Stock Option Agreement-subject to
changes per Employment Agreement, as adopted by the SJW
Corp. Board of Directors on April 29, 2003. Filed as
an Exhibit to Form 10-Q for the period ended June 30,
2003. S.E.C. File No. 1-8966. (2)
10.12 Chief Executive Officer SERP Deferred Restricted Stock
Award, as restated on June 27, 2003. Filed as an
Exhibit to Form 10-Q for the period ended June 30,
2003. S.E.C. File No. 1-8966. (2)
10.13 Form of Stock Option Agreement with Dividend Equivalent
Agreement as adopted by the Board of Directors on April
29, 2003. Filed as an Exhibit to Form 10-Q for the
period ended June 30, 2003. S.E.C. File No. 1-8966.
(2)
10.14 Form of Directors Deferred Restricted Stock Program as
adopted by SJW Corp. Board of Directors on July 29,
2003. Filed as an Exhibit to 10-Q for the period
ending September 30, 2003. S.E.C. File No. 1-8966.
(2)
10.15 Form of Directors Annual Retainer Fee Deferred Election
Agreement, as adopted by SJW Corp. Board of Directors
on July 29, 2003. Filed as an Exhibit to 10-Q for the
period ending September 30, 2003. S.E.C. File No. 1-
8966. (2)
10.16 First Amendment dated March 1, 2004 to San Jose Water
Company's Executive Supplemental Retirement Plan
adopted by the San Jose Water Company Board of
Directors. Filed as an Exhibit to Form 10-Q for the
period ending March 31, 2004. SEC File No. 1-8966.
(2)
10.17 San Jose Water Company Special Deferral Election Plan
adopted by San Jose Water Company Board of Directors on
December 9, 2004. Filed as Exhibit 99.1 of Form 8-K on
December 13, 2004. SEC File No. 1-8966. (2)
10.18 First Amendment to the San Jose Water Company Special
Deferral Election Plan adopted by the Board of
Directors January 27, 2005. Filed as Exhibit 10.18 to
the Form 10-K filed on March 7, 2005. S.E.C. File No.
1-8966. (2)
21.1 Subsidiaries of SJW Corp. filed as an Exhibit to the
Annual Report on Form 10-K for the year ended December
31, 2002. SEC File No. 1-8966.
23 Consent of Independent Registered Public Accounting
Firm. (1)
31.1 Certification Pursuant to Rule 13a-14(a)/15d-14(a) by
President and Chief Executive Officer. (1)
31.2 Certification Pursuant to Rule 13a-14(a)/15d-14(a) by
Chief Financial Officer and Treasurer. (1)
31.3 Certification Pursuant to Rule 13a-14(a)/15d-14(a) by
President and Chief Executive Officer. (1)
31.4 Certification Pursuant to Rule 13a-14(a)/15d-14(a) by
Chief Financial Officer and Treasurer. (1)
32.1 Certification Pursuant to 18 U.S.C. Section 1350 by
President and Chief Executive Officer, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. Filed as Exhibit 32.1 to the Form 10-K filed on
March 7, 2005. S.E.C. File No. 1-8966.
32.2 Certification Pursuant to 18 U.S.C. Section 1350 by
Chief Financial Officer and Treasurer, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. Filed as Exhibit 32.2 to the Form 10-K filed on
March 7, 2005. S.E.C. File No. 1-8966.
(1) Filed currently herewith.
(2) Management contract or compensatory plan or
agreement.
In accordance with the Securities and Exchange Commission's
requirements, SJW Corp. will furnish copies of any exhibit upon
payment of 30 cents per page fee.
To order any exhibit(s), please advise the Secretary, SJW Corp.,
374 West Santa Clara Street, San Jose, CA 95196, as to the
exhibit(s) desired.
On receipt of your request, the Secretary will provide to you
the cost of the specific exhibit(s). The Secretary will forward
the requested exhibits upon receipt of the required fee.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 7, 2005 By /s/ Drew Gibson
DREW GIBSON, Chairman,
Board of Directors
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
Date: March 1, 2005 By /s/ W. Richard Roth
W. RICHARD ROTH, President,
Chief Executive Officer and Member,
Board of Directors
Date: March 1, 2005 By /s/ Angela Yip
ANGELA YIP, Chief Financial Officer
Date: March 1, 2005 By /s/ Victor K. Wong
VICTOR K. WONG, Controller
(Chief Accounting Officer)
Date: March 1, 2005 By /s/ Mark L. Cali
MARK L. CALI, Member,
Board of Directors
Date: March 1, 2005 By /s/ J. Philip DiNapoli
J. PHILIP DINAPOLI, Member,
Board of Directors
Date: March 1, 2005 By /s/ Drew Gibson
DREW GIBSON, Member,
Board of Directors
Date: March 1, 2005 By /s/ Douglas R. King
DOUGLAS R. KING, Member,
Board of Directors
Date: March 1, 2005 By /s/ George E. Moss
GEORGE E. MOSS, Member,
Board of Directors
Date: March 1, 2005 By /s/ Charles J. Toeniskoetter
CHARLES J. TOENISKOETTER, Member,
Board of Directors
Date: March 1, 2005 By /s/ Frederick R. Ulrich, Jr.
FREDERICK R. ULRICH, JR. Member,
Board of Directors
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report on Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
SJW CORP.
Date: March 24, 2005 By /s/ Angela Yip
ANGELA YIP, Chief Financial Officer