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) September 30, 2005
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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 95113
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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)
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 1.01 Entry into a Material Definitive Agreement.
On October 4, 2005, SJWTX Water, Inc. ("SJWTX Water"), a newly
formed Texas corporation and wholly owned subsidiary of SJW Corp.,
and Canyon Lake Water Supply Corporation, a Texas nonprofit water
supply corporation ("CLWSC"), signed an Asset Purchase Agreement
pursuant to which SJWTX Water agreed to purchase substantially all
the assets of CLWSC related to its water system.
The Asset Purchase Agreement will become effective when CLWSC
receives written notification from the Texas Water Development
Board that: (i) certain CLWSC Bond Debt held by the Texas Water
Development Board may be discharged or otherwise purchased by
SJWTX Water at closing and (ii) the Texas Water Development Board
will authorize certain amendments to CLWSC's organizational
documents necessary for CLWSC to consummate the transaction as
contemplated by the Asset Purchase Agreement.
The purchase price of the assets consists of (i) $3.2 million in
cash payable to CLWSC at closing, (ii) SJWTX Water's assumption,
retirement or recapitalization of all of CLWSC's outstanding debt
and bond obligations (approximately $20 million), and (iii) SJWTX
Water's payment of certain CLWSC transaction expenses.
Once the Asset Purchase Agreement becomes effective, the
acquisition will be subject to the satisfaction of various closing
conditions set forth in the Asset Purchase Agreement, including
obtaining the required approval of the members of CLWSC, the Texas
Commission on Environmental Quality, and any other approvals
required under the parties' governing documents and agreements and
applicable laws and regulations.
A copy of a press release is attached as Exhibit 99.1 hereto and
incorporated into this Form 8-K by reference.
Item 8.01 Other Events
On September 30, 2005, SJW Land Company, SJW Corp.'s wholly owned
subsidiary, sold its 2.6 acres property located at Reservoir Road,
Los Gatos, California for $4,200,000. SJW Corp. recognized an
after-tax gain on sale of nonutility property of approximately
$1,100,000 or $0.12 per share.
A copy of a press release is attached as Exhibit 99.2 hereto and
incorporated into this Form 8-K by reference.
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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October 5, 2005 /s/ Angela Yip
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Angela Yip,
Chief Financial Officer
and Treasurer
EXHIBIT INDEX
Exhibit
Number Description of Document
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99.1 Press Release issued by SJW Corp. regarding Canyon Lake
Water Supply Corporation dated October 4, 2005.
99.2 Press Release issued by SJW Corp. regarding the sale of
nonutility property dated October 5, 2005.