-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C9uXv2GB5xhc4sBxvRP/FYzj2KE5+GqhLH37VCrgTCNkixa7xontcbyM0IRHyZv2 Ck4ss55A05ytIXWeRwVhEQ== 0000766829-08-000021.txt : 20080724 0000766829-08-000021.hdr.sgml : 20080724 20080723192508 ACCESSION NUMBER: 0000766829-08-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080723 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080724 DATE AS OF CHANGE: 20080723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SJW CORP CENTRAL INDEX KEY: 0000766829 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 770066628 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08966 FILM NUMBER: 08966742 BUSINESS ADDRESS: STREET 1: 110 W. TAYLOR STREET CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4082797800 MAIL ADDRESS: STREET 1: 110 W. TAYLOR STREET CITY: SAN JOSE STATE: CA ZIP: 95110 8-K 1 sjw-8k2q2008form.txt 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) July 23, 2008 ---------------- SJW Corp. - ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 1-8966 77-0066628 - ---------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 110 W. Taylor Street, San Jose, California 95110 - ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (408) 279-7800 - ---------------------------------------------------------------- Registrant's telephone number, including area code Not Applicable - ---------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On July 23, 2008, SJW Corp. (the "Company") announced its financial results for the quarter ended June 30, 2008. A copy of the press release announcing these financial results is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference. Item 8.01 Other Events On July 23, 2008, the Board of Directors of San Jose Water Company, a wholly owned subsidiary of SJW Corp., approved (1) the First Amendment to San Jose Water Company's Executive Supplemental Retirement Plan attached hereto as Exhibit 10.1 (the "Amendment") and (2) the Cash Balance Executive Supplemental Retirement Plan attached hereto as Exhibit 10.2 (the "Cash Balance SERP"). As a result of the Amendment, executive officers and other management personnel of San Jose Water Company or other SJW Corp. affiliates who commence employment on or after March 31, 2008 will not be eligible to participate in the existing San Jose Water Company Executive Supplemental Retirement Plan. That plan provides participants with a monthly pension benefit that supplements the pension they earn under the San Jose Water Company tax-qualified Retirement Plan (the "Retirement Plan"). The new Cash Balance SERP is a supplemental retirement benefit plan for executive officers and other key management personnel of San Jose Water Company and other SJW Corp. affiliates who commence employment on or after March 31, 2008 and are accordingly ineligible to participate in the existing Executive Supplemental Retirement Plan. The actual participants will be selected from time to time by the Executive Compensation Committee of the SJW Corp. Board of Directors. An account balance will be maintained for each participant in the Cash Balance SERP and will be periodically credited with a percentage of his or her compensation for the applicable period based on his or her years of credited service in accordance with the following formula: Years of Credited Service Percent of Compensation - ------------------------- ----------------------- Less than 5 10% 5 but less than 10 11% 10 but less than 15 12% 15 but less than 20 14% 20 or more 16% The account balance will also be credited periodically with interest pursuant to a pre-established formula. The participant will vest in his or her account balance upon completion of ten (10) years of service or upon certain changes in control or ownership of SJW Corp. The account balance accrued under the Cash Balance SERP will be offset by a portion of the participant's account balance under the Retirement Plan. Accordingly, at such time as the participant becomes entitled to receive his or her retirement benefit under the Cash Balance SERP, a portion of his or her accrued account balance under the Retirement Plan will be applied as an offset to his or her Cash Balance SERP account. The remainder of that account will then be paid in a lump sum on the first business day of the seventh month following his or her separation from service. The Cash Balance SERP also provides a death benefit should the participant die with a vested account balance. The amount of the death benefit will be calculated in the same manner as if the participant had survived and will be payable in a lump sum to his or her beneficiary. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description of Document - -------- ------------------------ 10.1 First Amendment to San Jose Water Company's Executive Supplemental Retirement Plan. 10.2 San Jose Water Company Cash Balance Executive Supplemental Retirement Plan. 99.1 Press Release issued by SJW Corp., dated July 23, 2008, announcing the Second Quarter Financial Results. 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. ----------------------------- July 23, 2008 /s/ Angela Yip - --------------------- ----------------------------- Angela Yip, Chief Financial Officer and Treasurer Exhibit Number Description of Document - -------- ------------------------ 10.1 First Amendment to San Jose Water Company's Executive Supplemental Retirement Plan. 10.2 San Jose Water Company Cash Balance Executive Supplemental Retirement Plan. 99.1 Press Release issued by SJW Corp., dated July 23, 2008, announcing the Second Quarter Financial Results. EX-10.1 2 exhibit10-1.txt Exhibit 10.1 FIRST AMENDMENT TO SAN JOSE WATER COMPANY EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN (Restated January 1, 2008) Section 1.16 of San Jose Water Company's Executive Supplemental Retirement Plan is amended effective July 23, 2008 to read in full as follows: "1.16 Eligible Employee. The term "Eligible Employee" means any officer of the Company or any other Employee who: (a) first commenced status as an Employee before March 31, 2008; and (b) is part of a select group of management or an otherwise highly compensated employee, as determined by the Committee in accordance with applicable ERISA standards." IN WITNESS WHEREOF, San Jose Water Company has caused this instrument to be executed in its name by its duly authorized officer, all as of the day and year first above written. SAN JOSE WATER COMPANY By: _____________________________ Its: ____________________________ Dated: July 23, 2008 EX-10.2 3 exhibit10-2.txt Exhibit 10.2 SAN JOSE WATER COMPANY CASH BALANCE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN (Effective July 23, 2008) TABLE OF CONTENTS Page I. DEFINITIONS 1 1.1 Account 1 1.2 Accrued Benefit 1 1.3 Beneficiary 1 1.4 Benefit Payment Date 1 1.5 Board of Directors 1 1.6 Change in Control 1 1.7 Code 1 1.8 Committee 2 1.9 Company 2 1.10 Compensation 2 1.11 Compensation Credits 2 1.12 Credited Service 2 1.13 Death Benefit 2 1.14 Eligible Employee 2 1.15 Employee 2 1.16 Employer Group 2 1.17 Executive Severance Plan 3 1.18 ERISA 3 1.19 Interest Credit 3 1.20 Participant 3 1.21 Plan 3 1.22 Plan Quarter 3 1.23 Plan Year 3 1.24 Retirement Benefit 3 1.25 Retirement Plan 3 1.26 Separation from Service 4 1.27 SJW Corp 4 1.28 Year of Service 4 1.29 Years of Service 4 II. PARTICIPATION 4 III. RETIREMENT BENEFIT 5 3.1 Retirement Benefit Formula 5 3.2 Credits to Accounts 5 3.3 Time and Form of Payment 6 3.4 Beneficiary Designation 6 3.5 Death Benefit 7 IV. VESTING 7 4.1 Normal Vesting 7 4.2 Change in Control Severance Vesting 7 V. FUNDING NATURE OF THE PLAN 7 VI. ADMINISTRATION OF THE PLAN 8 6.1 Committee Administration 8 6.2 Delegation by the Committee 8 6.3 Compensation of the Committee 8 VII. AMENDMENTS AND TERMINATION 9 7.1 Reservation of Power 9 7.2 Notice 9 7.3 Affect of Amendment or Termination 9 VIII. MISCELLANEOUS 9 8.1 Headings 9 8.2 Choice of Law 9 8.3 No Right to Employment 9 8.4 Satisfaction of Claims 9 8.5 Top Hat Status 10 8.6 Alienation of Benefits 10 8.7 Incapacity 10 8.8 Timing of Determinations 10 THE SAN JOSE WATER COMPANY EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN On July 23, 2008, the Board of Directors of the San Jose Water Company (the "Company") adopted the San Jose Water Company Cash Balance Supplemental Executive Retirement Plan (the "Plan"). The Plan is designed to supplement the retirement income of a designated select group of management and/or highly compensated executives of the Company and is therefore intended to function solely as a so-called "top hat" plan of deferred compensation subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which are applicable to such a plan. In addition, the Plan is intended to comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the Treasury Regulations issued thereunder. I. DEFINITIONS Wherever used herein the following terms have the meanings indicated: 1.1 Account. The term "Account" means the account maintained with respect to a Participant, which is established and maintained hereunder for bookkeeping purposes only and shall not be construed as creating for any Employee a right to specific assets of the Plan. 1.2 Accrued Benefit. The term "Accrued Benefit" means, at any time, the value of a Participant's Account, as computed in accordance with Section 3.1. 1.3 Beneficiary. The term "Beneficiary" means the person or persons entitled, pursuant to Section 3.4, to receive the Participant's Retirement Benefit following his or her death; provided, however, that in the case of a married Participant, the Participant's spouse shall be deemed to be the Participant's Beneficiary, unless such spouse otherwise consents, in a form and manner designated by the Committee, to the designation of an alternate Beneficiary. 1.4 Benefit Payment Date. The term "Benefit Payment Date" means the date on which the payment of a Participant's Retirement Benefit is to be paid pursuant to Section 3.3. 1.5 Board of Directors. The term "Board of Directors" means the Board of Directors of San Jose Water Company. 1.6 Change in Control. The term "Change in Control" means a transaction involving a change in ownership or control of SJW Corp. which constitutes a Change in Control, as such term is defined at the relevant time in the Executive Severance Plan (or any successor plan) or, if the Executive Severance Plan ceases to exist and is not succeeded by another similar plan, as it was last defined in the Executive Severance Plan. 1.7 Code. The term "Code" means the Internal Revenue Code of 1986, as amended from time to time. 1.8 Committee. The term "Committee" means the Executive Compensation Committee of the SJW Corp. Board of Directors which shall administer the Plan in accordance with the provisions of Article VI hereof. 1.9 Company. The term "Company" means San Jose Water Company and any successor to all or a major portion of the assets or business of the San Jose Water Company. 1.10 Compensation. The term "Compensation" means a Participant's salary plus any annual cash performance bonus paid to such Participant during a Plan Quarter or other relevant period under the Plan. No other bonus or special compensation will be included, except to the extent expressly provided otherwise, in accordance with the applicable provisions of Code Section 409A, by the Committee administering this Plan. 1.11 Compensation Credits. The term "Compensation Credits" means the dollar credits, if any, credited to a Participant's Account in accordance with Section 3.2 below. 1.12 Credited Service. The term "Credited Service" has the meaning set forth in the Retirement Plan. 1.13 Death Benefit. The term "Death Benefit" has the meaning set forth in Section 3.5 of the Plan. 1.14 Eligible Employee. The term "Eligible Employee" means any officer of the Company or any other Employee who: (a) first commences status as an Employee on or after March 31, 2008. (b) is part of a select group of management or an otherwise highly compensated employee, as determined by the Committee in accordance with applicable ERISA standards, and (c) is not, and never has been, a participant in the San Jose Water Company Supplemental Executive Retirement Plan. 1.15 Employee. The term "Employee" means an individual for so long as he or she is in the employ of at least one member of the Employer Group, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. 1.16 Employer Group. The term "Employer Group" means: (a) the Company and (b) each of the other members of the controlled group that includes the Company, as determined in accordance with Sections 414(b) and (c) of the Code; provided, however, that in applying Sections 1563(1), (2) and (3) of the Code, for purposes of determining the controlled group of corporations under Section 414(b), the phrase "at least 50 percent" shall be used instead of "at least 80 percent" each place the latter phrase appears in such sections, and in applying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under common control for purposes of Section 414(c), the phrase "at least 50 percent" shall be used instead of "at least 80 percent" each place the latter phrase appears in Section 1.4.14(c)-2 of the Treasury Regulations. 1.17 Executive Severance Plan. The term "Executive Severance Plan" means SJW Corp. Executive Severance Plan, as amended from time to time. 1.18 ERISA. The term "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. 1.19 Interest Credit. The term "Interest Credit" means the dollar credit, if any, credited to a Participant's Account in accordance with Section 3.2(b) below. 1.20 Participant. The term "Participant" means an Eligible Employee selected by the Committee to participate in the Plan; provided, however, that such individual shall not commence actual participation in the Plan until the date determined under Article II. 1.21 Plan. The term "Plan" means the San Jose Water Company Cash Balance Executive Supplemental Retirement Plan, as set forth in this document and in any amendments from time to time made hereto. 1.22 Plan Quarter. The term "Plan Quarter" means the period commencing initially on July 23, 2008, and ending September 30, 2008, and thereafter, the period commencing on the first day of each calendar quarter and ending on the day immediately preceding the first day of the next calendar quarter. 1.23 Plan Year. The term "Plan Year" means the period commencing initially on July 23, 2008, and ending December 31, 2008, and thereafter, the period commencing on January 1 of each year and ending on the December 31 following. 1.24 Retirement Benefit. The term "Retirement Benefit" means the retirement benefit payable under this Plan, calculated in accordance with Article III. 1.25 Retirement Plan. The term "Retirement Plan" means the San Jose Water Company Retirement Plan, a tax-qualified defined benefit pension plan under Code Section 401(a) which was adopted November 1, 1950, as such plan may be amended and restated from time to time. 1.26 Separation from Service. The term "Separation from Service" means the Participant's cessation of Employee status by reason of his or her death, retirement or termination of employment. The Participant shall be deemed to have terminated employment for such purpose at such time as the level of his or her bona fide services to be performed as an Employee (or non- employee consultant) permanently decreases to a level that is not more than twenty percent (20%) of the average level of services he or she rendered as an Employee during the immediately preceding thirty-six (36) months (or such shorter period for which he or she may have rendered such service). Any such determination as to Separation from Service, however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under Code Section 409A. In addition to the foregoing, a Separation from Service will not be deemed to have occurred while an Employee is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six (6) months or any longer period for which such Employee is provided with a right to reemployment with one or more members of the Employer Group either by statute or by contract; provided, however, that in the event of an Employee's leave of absence due to any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than six (6) months and that causes such individual to be unable to perform his or her duties as an Employee, no Separation from Service shall be deemed to occur during the first twenty-nine (29) months of such leave. If the period of leave exceeds six (6) months (or twenty-nine (29) months in the event of disability as indicated above) and the Employee is not provided a right to reemployment either by statute or by contract, then such Employee will be deemed to have a Separation from Service on the first day immediately following the expiration of such six (6)-month or twenty-nine (29)-month period. 1.27 SJW Corp. The term "SJW Corp." means SJW Corp., a California corporation which is the corporate parent of the Company, or any successor to all or a major portion of the assets or business of the SJW Corp. 1.28 Year of Service. The term "Year of Service" has the meaning set forth in the San Jose Water Company Retirement Plan. 1.29 Years of Service. The term "Years of Service" means one or more Year of Service II. PARTICIPATION Each Eligible Employee selected by the Committee for participation in the Plan shall be promptly notified by the Company in writing of such selection and shall become a Participant in the Plan on the first day of the first Plan Quarter coincident with or next following the date of his or her selection for participation by the Committee or such later date as the Committee shall specify, as set forth in the notification from the Company. III. RETIREMENT BENEFIT 3.1 Retirement Benefit Formula. (a) Subject to Section 3.1(b) below, the value of the Retirement Benefit payable to a vested Participant under this Plan shall be equal to the excess of: (i) the amount of the balance of the Participant's Account under this Plan on the last day of the Plan Quarter coincident with or immediately preceding the Participant's Benefit Payment Date, based upon the sum of the Compensation Credits and Interest Credits that have been made in accordance with the provisions of Section 3.2(a) and Section 3.2(b) below, over (ii) the amount by which (A) exceeds (B), where: (A) is the greater of the balance credited to the Participant's account under the Retirement Plan on: (I) the last day of the Plan Quarter coincident with or immediately preceding the Participant's Benefit Payment Date under this Plan, based upon the sum of the compensation credits and interest credits that have been made to such account through the last day of such Plan Quarter in accordance with the applicable provisions of such Retirement Plan, and (II) the last day of the Plan Quarter that immediately precedes the Plan Quarter described in Section 3.1 (a)(ii)(A)(I) above, based upon the sum of the compensation credits and interest credits that have been made to such account through the last day of such Plan Quarter in accordance with the applicable provisions of such Retirement Plan. (B) is the balance credited to the Participant's account under the Retirement Plan on the first day of the Plan Quarter coincident with or next following the date that the Participant first becomes eligible for this Plan. (b) Notwithstanding Section 3.1(a) above, if a Participant in this Plan ceases to be eligible for any reason and later becomes eligible once again, the balance credited to the Participant's account under the Retirement Plan during such period of ineligibility, as determined by the Committee, in its sole and absolute discretion, shall be disregarded in determining the amount of the offset described in Section 3.1(a)(ii) above. 3.2 Credits to Accounts. For each Plan Quarter that the Participant remains an Eligible Employee who is participating in this Plan, such Participant's Account shall be eligible to receive one or more of the following credits: (a) Compensation Credits. Compensation Credits shall be made to each Participant's Account in an amount determined under the following chart on the basis of: (i) the Compensation earned from the beginning of the Plan Quarter until the earliest of: (A) the last day of the Plan Quarter, (B) the first day of the calendar month that is coincident with or precedes the Participant's Separation from Service, (C) the first day of the calendar month that is coincident with or precedes the date on which a Participant ceases to qualify as an Eligible Employee; and (ii) the number of years of Credited Service completed as of the earliest of: (A) the last day of the Plan Quarter, (B) the first day of the calendar month that is coincident with or precedes the Participant's Separation from Service, and (C) the first day of the calendar month that is coincident with or precedes the date on which a Participant ceases to qualify as an Eligible Employee: Years of Credited Service Percent of Compensation - ------------------------- ----------------------- Less than 5 10% 5 but less than 10 11% 10 but less than 15 12% 15 but less than 20 14% 20 or more 16% (b) Interest Credits. An Interest Credit shall be made to each Participant's Account in an amount determined by multiplying: (i) the balance of the Participant's Account as of the earlier of (A) the last day of the Plan Quarter, and (B) first day of the first calendar month on which all events have occurred that entitle a Participant, or Beneficiary, as the case may be, to a benefit pursuant to the terms of this Plan, by (ii) the lesser of: (A) one and one half percent (1.5%), and (B) the greater of: (I) three-fourths of one percent (.75%), or (II) one quarter of the annual yield on 30-year Treasury bonds, determined as of the month of October preceding the first day of the Plan Year. 3.3 Time and Form of Payment. A vested Participant's Retirement Benefit shall be paid in a single lump sum amount and the Benefit Payment Date associated with such Participant's Retirement Benefit shall be the first day of the seventh calendar month following the Participant's Separation from Service. 3.4 Beneficiary Designation. The Beneficiary designation of a Participant shall be made on a form prepared by, and delivered to, the Committee prior to the Benefit Payment Date. The Participant may revoke or change the designation at any time prior to the applicable Benefit Payment Date by delivering a subsequent form to the Committee. 3.5 Death Benefit. If a Participant dies after his or her Retirement Benefit has vested but before the Benefit Payment Date, then such Participant's Beneficiary shall be entitled to a Death Benefit that is: (a) payable on the first day of the month coinciding with or next following the Participant's death, or as soon thereafter as administratively practicable, but in no event after the later of: (i) the close of the calendar year in which the Participant's death occurs, or (ii) the fifteenth day of the third calendar month following the date of the Participant's death, and (b) paid in a single lump sum amount, equal to the Retirement Benefit the Participant would have received under the Plan had his or her Separation from Service occurred on the day before the Participant's death. IV. VESTING 4.1 Normal Vesting. A Participant shall vest in his or her Accrued Benefit upon completion of Years of Service as follows: Years of Service Vested Percentage - ---------------- ----------------------- Less than 10 None 10 or more 100% 4.2 Change in Control Severance Vesting. Notwithstanding Section 4.1 above, a Participant's Accrued Benefit shall immediately become 100% vested if such Participant becomes entitled to a severance benefit under the Executive Severance Plan by reason of a qualifying termination of his or her Employee status thereunder. V. FUNDING NATURE OF THE PLAN The funds used for payment of benefits under this Plan and of the expenses incurred in the administration thereof shall, until such actual payment, continue to be a part of the general funds of the Company, and no person other than the Company shall, by virtue of this Plan, have any interest in any such funds. Nothing contained herein shall be deemed to create a trust of any kind or create any fiduciary relationship. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. The foregoing notwithstanding, the Company may fund the Plan with Board approval at any time, and the Company shall in the event of a Change in Control arrange for the funding, immediately before the effective date of that Change in Control, of all the Accrued Benefits under the Plan through a trust which satisfies the requirements of Revenue Procedure 92-64 and/or such other statutory or regulatory requirements as are necessary to assure that Participants are not subject to Federal income taxation on either their Accrued Benefits or amounts contributed to such trust before their receipt of such benefits or assets. VI. ADMINISTRATION OF THE PLAN 6.1 Committee Administration. (a) The Plan shall be administered by the Committee. The Committee shall have the exclusive authority and responsibility for all matters in connection with the operation and administration of the Plan. The Committee's powers and duties shall include, but shall not be limited to, the following: (i) selecting the Eligible Employees who are to participate in the Plan, (ii) compiling and maintaining all records necessary in connection with the Plan; (iii) determining the amount (if any) of the benefits payable under the Plan to a Participant or his or her Beneficiary and authorizing the payment of all benefits under the Plan as they become due and payable under the Plan; (iv) reducing or otherwise adjusting amounts payable under the Plan if payments are made in error; and (v) engaging such legal accounting and other professional services as it may deem proper. (b) Decisions by the Committee shall be final and binding upon all parties. 6.2 Delegation by the Committee. The Committee, from time to time, may allocate to one or more of its members (or to any other person or persons or organizations) any of its rights, powers, and duties with respect to the operation and administration of the Plan. Any such allocation shall be reviewed from time to time by the Committee and shall be terminable upon such notice as the Committee, in its sole discretion, deems reasonable and prudent under the circumstances. 6.3 Compensation of the Committee. The members of the Committee shall serve without compensation, but all benefits payable under the Plan and all expenses properly incurred in the administration of the Plan, including all expenses properly incurred by the Committee in exercising its duties under the Plan, shall be borne by the Company. VII. AMENDMENTS AND TERMINATION 7.1 Reservation of Power. The Board of Directors reserves the power at any time to terminate this Plan and to otherwise amend any portion of the Plan other than this Article VII; provided, however, that no such action shall: (a) reduce any Accrued Benefit (or any benefit hereunder based thereon) as of the date of such action or (b) adversely affect a Participant's right to continue to vest in such Accrued Benefit in accordance with the terms of the Plan in effect immediately prior to such action. 7.2 Notice. Notice of termination or amendment of the Plan, pursuant to Section 7.1, shall be given in writing to each Participant and Beneficiary of a deceased Participant. 7.3 Affect of Amendment or Termination. No amendment or termination of the Plan shall affect or modify the Benefit Payment Date provisions or form of payment provisions in effect under Article III immediately prior to such amendment or termination, and such amendment or termination shall not result in any accelerated payment of the Retirement Benefits accrued under the Plan. VIII. MISCELLANEOUS 8.1 Headings. The headings and subheadings of this instrument are inserted for convenience of reference only and are not to be considered in the construction of this Plan. Wherever appropriate, words used in the singular may include the plural, plural may be read as the singular and the masculine may include the feminine. 8.2 Choice of Law. The instrument creating the Plan shall be construed, administered, and governed in all respects in accordance with the laws of the State of California to the extent not preempted by ERISA. If any provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue to be fully effective. 8.3 No Right to Employment. Participation in this Plan shall not give to any employee the right to be retained in the employ of the Company nor any right or interest in this Plan other than is herein specifically provided. 8.4 Satisfaction of Claims. Any payment to a Participant or Beneficiary or the legal representative of either, in accordance with the terms of this Plan shall to the extent thereof be in full satisfaction of all claims such person may have against the Company hereunder, which may require such payee, as a condition to such payment, to execute a receipt and release therefore in such form as shall be determined by the Company. 8.5 Top Hat Status. This Plan is intended to qualify for exemption from Articles II, III, and IV of ERISA, as amended, as an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of such Act, and shall be so interpreted. 8.6 Alienation of Benefits. Benefits under this Plan shall not be alienated, hypothecated or otherwise encumbered, and to the maximum extent permitted by law such benefits shall not in any way be subject to claim of creditors or liable to attachment, execution or other process of law. 8.7 Incapacity. If an individual entitled to receive a Retirement Benefit is determined by the Committee or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, they shall be paid to the duly appointed and acting guardian, if any, and if no such guardian is appointed and acting, to such person as the Committee may designate. Such payment shall, to the extent made, be deemed a complete discharge for such payments under this Plan. 8.8 Timing of Determinations. If the Committee is unable due to unforeseen circumstances to make the determinations required under this Plan in sufficient time for payments to be made when due, the Committee shall make the payments immediately upon the completion of such determinations, with interest at a reasonable rate from the due date, and may, at its option, make provisional payments, subject to adjustment, pending such determination. IN WITNESS WHEREOF, San Jose Water Company has caused its authorized officers to execute this instrument in its name and on its behalf. SAN JOSE WATER COMPANY _________________, 2008 By: _________________________ Title: ______________________ EX-99.1 4 exhibit99-1.txt Exhibit 99.1 SJW CORP. ANNOUNCES SECOND QUARTER FINANCIAL RESULTS Board Declares Quarterly Dividend on Common Stock SAN JOSE, CA, July 23, 2008 - SJW Corp. (NYSE: SJW) today reported operating revenue for the second quarter ended June 30, 2008 of $60.1 million versus $55.1 million for the same period in 2007, representing an increase of $5.0 million. The increase in revenue was primarily attributable to cumulative rate increases and increased demand for water. Net income was $6.3 million for the quarter. Diluted earnings per common share were $0.34, compared to $0.29 per share for the second quarter in 2007. Water production cost for the second quarter of 2008 was $25.6 million versus $24.1 million for the same period in 2007, representing an increase of $1.5 million. Higher per-unit costs for purchased water and groundwater extraction charges contributed $1.6 million to the increase along with $488,000 due to higher demand. These expenses were partially offset by $589,000 which is attributable to lower spending on purchased water due to increased surface water supply compared to a year ago. Non-water production cost for the second quarter of 2008 was $20.6 million versus $19.1 million for the same period in 2007, representing an increase of $1.5 million. This was attributable to an increase of $441,000 in other operating expenses, $383,000 in administrative and general expenses, $312,000 in depreciation expense, $277,000 in maintenance expenses and $67,000 in other expenses. Income tax expense increased $474,000 in the second quarter to $4.3 million in 2008 from $3.8 million in 2007 as a result of higher pre-tax income. Year-to-date operating revenue increased by $7.2 million to $101.3 million from $94.1 million in the first six months of 2007. The increase was attributable to $5.9 million in cumulative rate increases, $646,000 in increased customer demand, $450,000 from new customers, and $122,000 from other sources. Year-to-date net income was $9.0 million, compared to $7.5 million in 2007. Diluted earnings per common share were $0.48 in the first six months of 2008, compared to $0.41 per share for the same period in 2007. Year-to-date water production costs increased to $39.1 million from $37.9 million in 2007. The increase was primarily attributable to $2.5 million in higher costs for groundwater extraction and purchased water, offset by $1.5 million due to increased surface water supply. Non-water production cost increased $2.3 million to $40.8 million from $38.5 million. Components of the increase included $762,000 in depreciation expense, $529,000 in maintenance expenses, $503,000 in other operating expenses, $432,000 in administrative and general expenses, and $75,000 in other expenses. Income tax expense increased $854,000 year-to-date due to higher income. The Directors of SJW Corp. today declared a quarterly dividend on common stock of $0.16125 per share. The dividend is payable on September 1, 2008 to shareholders of record on August 4, 2008. SJW Corp. is a publicly traded holding company headquartered in San Jose, California. SJW Corp. is the parent company of San Jose Water Company, SJWTX, Inc. and SJW Land Company. Together, San Jose Water Company and SJWTX, Inc. provide regulated and nonregulated water service to more than one million people in San Jose, California and nearby communities and in Canyon Lake, Texas. SJW Land Company owns and operates commercial buildings, has a majority interest in a real estate partnership, and has properties in the states of California, Florida, Connecticut, Texas, Arizona and Tennessee. This press release may contain certain forward-looking statements including but not limited to statements relating to SJW Corp.'s plans, strategies, objectives, expectations and intentions, which are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of SJW Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The results for a quarter are not indicative of results for a full year due to seasonality. Certain factors that may cause actual results, performance or achievements to materially differ are described in SJW Corp.'s most recent reports on Form 10-K, Form 10-Q and Form 8-K filed with the Securities and Exchange Commission. SJW Corp. undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. SJW Corp. Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) (thousands of dollars, except per share data) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2008 2007 2008 2007 OPERATING REVENUE $60,058 55,135 101,311 94,152 OPERATING EXPENSE: Operation: Purchased water 14,176 13,287 21,172 22,613 Power 2,010 2,264 3,076 3,176 Groundwater extraction charge 9,417 8,555 14,833 12,121 Total production costs 25,603 24,106 39,081 37,910 Administrative and general 5,648 5,265 11,487 11,055 Other 4,069 3,628 7,752 7,249 Maintenance 3,272 2,995 6,316 5,787 Taxes, other than income 1,641 1,574 3,231 3,156 Depreciation & amortization 5,984 5,672 12,047 11,285 Income taxes 4,309 3,835 6,095 5,241 Total operating expense 50,526 47,075 86,009 81,683 OPERATING INCOME 9,532 8,060 15,302 12,469 Interest on long-term debt and other (3,254) (2,654) (6,306) (4,941) NET INCOME $6,278 5,406 8,996 7,528 Other comprehensive income (loss), net (3,491) ( 539) (2,758) (1,889) COMPREHENSIVE INCOME $2,787 4,867 6,238 5,639 Earnings per share -Basic $0.34 0.30 0.49 0.41 -Diluted $0.34 0.29 0.48 0.41 Dividend per share $0.16 0.15 0.32 0.30 Weighted average shares outstanding - Basic 18,403 18,325 18,390 18,313 - Diluted 18,596 18,539 18,594 18,528 SJW Corp. Condensed Consolidated Balance Sheets (Unaudited) (thousands of dollars) June 30 December 31 2008 2007 ASSETS UTILITY PLANT: Land $ 5,704 5,695 Depreciable plant and equipment 820,732 778,277 Construction in progress 11,208 24,298 Intangible assets 8,040 8,040 Total utility plant 845,684 816,310 Less accumulated depreciation and amortization 265,194 255,025 Net utility plant 580,490 561,285 NONUTILITY PROPERTY: 88,029 88,029 Less accumulated depreciation and amortization 4,672 3,834 Net nonutility property 83,357 84,195 CURRENT ASSETS: Cash and cash equivalents 1,836 2,354 Accounts receivable and accrued unbilled utility revenue 35,243 26,823 Prepaid expenses and other 2,021 2,414 Total current assets 39,100 31,591 OTHER ASSETS: Investment in California Water Service Group 36,045 40,720 Unamortized debt issuance and reacquisition costs 3,257 3,345 Regulatory assets 44,088 44,712 Other 1,609 1,478 84,999 90,255 $787,946 767,326 CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common stock $ 9,592 9,564 Additional paid-in capital 19,738 18,723 Retained earnings 198,302 195,331 Accumulated other comprehensive income 10,558 13,316 Shareholders' equity 238,190 236,934 Long-term debt, less current portion 217,033 216,312 Total capitalization 455,223 453,246 CURRENT LIABILITIES: Line of credit 15,500 5,000 Current portion of long-term debt 643 622 Accrued groundwater extraction charge and purchased water 9,065 5,595 Purchased power 1,499 514 Accounts payable 6,194 9,268 Accrued interest 4,567 4,522 Accrued taxes 395 791 Other current liabilities 7,154 6,642 Total current liabilities 45,017 32,954 DEFERRED INCOME TAXES AND CREDITS 77,414 76,378 ADVANCES FOR CONSTRUCTION AND CONTRIBUTIONS IN AID OF CONSTRUCTION 179,081 175,167 POSTRETIREMENT BENEFIT PLANS 24,816 23,357 OTHER NONCURRENT LIABILITIES 6,395 6,224 $787,946 767,326 -----END PRIVACY-ENHANCED MESSAGE-----