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, 2003
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to
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Commission file number 1-8966
SJW CORP.
(Exact name of registrant as specified in its charter)
California 77-0066628
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
374 West 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
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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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 this Form 10-K or any amendment to this
Form 10-K. |X|
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, 2003 was $183,036,524.
Shares of common stock outstanding on March 7, 2004 - 9,135,441.
EXPLANATORY NOTE
The Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, as originally filed on March 7, 2004, is being filed
solely to correct the cross references to the definition of "disclosure
controls and procedures" in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 in subpart (a) of Item 9A "Controls and Procedures" and in
Exhibits 31.1 and 31.2.
Except as described above, no other changes have been made to the Report.
This Amendment No. 1 does not update any other disclosures to reflect
developments since the original date of filing.
Item 9A. Controls and Procedures
(a) The Corporation's management, with the participation of the Corporation's
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of the Corporation's disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Corporation's disclosure
controls and procedures (as defined in Rules 13(a)-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) as of the end of the period covered by this
report have been designed and are functioning effectively to provide reasonable
assurance that the information required to be disclosed by the Corporation in
reports filed under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. The Corporation believes that a control
system, no matter how well designed and operated, cannot provide absolute
assurance that the objectives of the control system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.
(b) Changes in internal controls. There has been no change in internal control
over financial reporting during the fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect the internal controls
over financial reporting of SJW Corp.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(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.
(b) Report on Form 8-K. SJW Corp. filed a current report on Form 8-K with the
Securities and Exchange Commission on October 29, 2003 to furnish its press
release that announced the financial results for the third quarter ended
September 30, 2003 under Item 12 thereof.
EXHIBIT INDEX
Exhibit
No. Description
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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 4.1 to Form 8- K January 11, 1993 and filed as Exhibit 2.1 to
Form 10-K for the year ended December 31, 2003. 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. Filed as
Exhibit 3.1 to Form 10-K for the year ended December 31, 2001.
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.
10.3 San Jose Water Company Executive Supplemental Retirement Plan adopted
by San Jose Water Company Board of Directors. Filed as Exhibit 10.3
to Form 10-K for the year ended December 31, 2002. S.E.C. File No.
1-8966.
10.4 First Amendment to San Jose Water Company Executive Supplemental
Retirement Plan adopted by San Jose Water Company Board of Directors.
Filed as Exhibit 10.4 to Form 10-K for the year ended December 31,
2002. S.E.C. File No. 1-8966.
10.5 Second Amendment to San Jose Water Company Executive Supplemental
Retirement Plan adopted by San Jose Water Company Board of Directors.
Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1998. S.E.C. File No. 1-8966. (2)
10.6 Third Amendment to San Jose Water Company Executive Supplemental
Retirement Plan adopted by San Jose Water Company Board of Directors.
Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1998. S.E.C. File No. 1-8966. (2)
10.7 Fourth Amendment to San Jose Water Company Executive Supplemental
Retirement Plan adopted by San Jose Water Company Board of Directors.
Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1998. S.E.C. File No. 1-8966. (2)
10.8 Fifth Amendment to San Jose Water Company Executive Supplemental
Retirement Plan adopted by San Jose Water Company Board of Directors.
Filed as an Exhibit to Annual Report on Form 10-K for the year ended
December 31, 1998. S.E.C. File No. 1-8966. (2)
10.9 SJW Corp. Executive Severance Plan adopted by SJW Corp. Board of
Directors. Filed as an Exhibit to Annual Report on Form 10-K for the
year ended December 31, 1998. S.E.C. File No. 1-8966. (2)
10.10 Sixth Amendment to San Jose Water Company's Executive Supplemental
Retirement Plan. Filed as an Exhibit to 10-Q for the period ending
September 30, 1999. S.E.C. File No. 1-8966. (2)
10.11 Amendment to SJW Corp.'s Executive Severance Plan. Filed as an
Exhibit to 10-Q for the period ending September 30, 1999. S.E.C. File
No. 1-8966. (2)
10.12 Resolution for Directors' Retirement Plan adopted by SJW Corp. 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)
10.13 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)
10.14 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)
10.15 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. S.E.C. File No. 1-8966.
10.16 Seventh Amendment to San Jose Water Company's Executive Supplemental
Retirement Plan, adopted by San Jose Water Company Board of
Directors. Filed as an Exhibit to Form 10-Q for the period ended June
30, 2002. S.E.C. File No. 1-8966.
10.17 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.
10.18 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)
10.19 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)
10.20 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)
10.21 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)
10.22 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)
10.23 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)
10.24 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)
10.25 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)
10.26 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)
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)
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 Form 10-K for
the year ended December 31, 2003. 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 Form 10-K for
the year ended December 31, 2003. S.E.C. File No. 1-8966.
(1) Filed currently herewith.
(2) Management contract or compensatory plan or agreement.
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.
Date: June 4, 2004 By /s/ ANGELA YIP
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Angela Yip,
Chief Financial Officer