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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended DECEMBER 31, 1995 Commission file number 0-1121
SOUTHERN CALIFORNIA WATER COMPANY
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(Exact Name of Registrant as specified in its charter)
CALIFORNIA 95-1243678
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
630 EAST FOOTHILL BOULEVARD, SAN DIMAS, CALIFORNIA 91773
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (909) 394-3600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON SHARES, $2.50 PAR VALUE
Title of Each 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 [ ]
The aggregate market value of the total voting stock held by non-affiliates of
the Registrant was approximately $154,336,000 on March 4, 1996. The closing
price per Common Share on that date, as quoted in the Western Edition of The
Wall Street Journal, was $19.625. Voting Preferred Shares, for which there is
no established market, were valued on March 4, 1996 at $1,367,000 based on a
yield of 6.84%. As of March 4, 1996, the number of the Registrant's Common
Shares, $2.50 Par Value, outstanding was 7,845,092.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Annual Report to Shareholders for the year
ended December 31, 1995 as to Part I, Items 1 and 2, and Part
II, Items 5, 6, 7 and 8, in each case, as specifically
referenced herein.
(2) Portions of the Proxy Statement filed with the Securities and
Exchange Commission on or about March 6, 1996 as to Part III,
Items 10, 11, 12 and 13, in each case as specifically
referenced herein.
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SOUTHERN CALIFORNIA WATER COMPANY
INDEX
Page No.
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PART I
Item 1: Business 1 - 6
Item 2: Properties 6 - 8
Item 3: Legal Proceedings 8
Item 4: Submission of Matters to a Vote of Security Holders 8
PART II
Item 5: Market for Registrant's Common Equity and Related Stockholder Matters 8 - 9
Item 6: Selected Financial Data 9
Item 7: Management's Discussion and Analysis of Financial Condition and
Results of Operation 9
Item 8: Financial Statements and Supplementary Data 9 - 10
Item 9: Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 10
PART III
Item 10: Directors and Executive Officers of the Registrant 10
Item 11: Executive Compensation 10
Item 12: Security Ownership of Certain Beneficial Owners and Management 10
Item 13: Certain Relationships and Related Transactions 10
PART IV
Item 14: Exhibits, Financial Schedules and Reports on Form 8-K 10 - 11
Exhibit Index 11 - 13
Signatures 14
i.
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PART I
ITEM 1. BUSINESS
GENERAL
Southern California Water Company, hereinafter referred to as the
Registrant, is a utility company engaged principally in the purchase,
production, distribution and sale of water (SIC No. 4941). The Registrant also
distributes electricity in one community (SIC No. 4911). The Registrant,
regulated by the California Public Utilities Commission, hereinafter referred
to as the CPUC, was incorporated in 1929 under the laws of the State of
California as American States Water Services Company of California as the
result of the consolidation of 20 water utility companies. From time to time,
additional water companies and municipal water districts have been acquired and
properties in limited service areas have been sold or subject to condemnation
proceedings. The Registrant's present name was adopted in 1936.
At December 31, 1995, the Registrant was organized into three regions
operating within 75 communities in 10 counties located throughout the State of
California and provided water service in 21 separate customer service areas and
one electric customer service area. The total population of these service areas
on that date was approximately 1 million persons. For each of the years ended
December 31, 1995 and 1994, about 73% of the Registrant's water customers were
located in the greater metropolitan areas of Los Angeles and Orange Counties.
The Registrant provides electric service to the City of Big Bear Lake and
surrounding areas in San Bernardino County.
The Registrant served 238,962 water customers and 20,475 electric
customers at December 31, 1995, or a total of 259,437 customers, compared with
258,236 total customers at December 31, 1994 and 257,116 total customers at
December 31, 1993. For the years ended December 31, 1995 and 1994,
approximately 92% and 91%, respectively, of the Registrant's operating revenues
were derived from water sales and approximately 8% and 9%, respectively, were
derived from the sale of electricity. Operating income before taxes on income
of the electric district was 8% and 7% of the Registrant's total operating
income before taxes for the years ended December 31, 1995 and 1994,
respectively. The material contained in Note 10 - Business Segments - of the
Notes to Financial Statements in the 1995 Annual Report to Shareholders
provides additional information on business segments while Note 11 - Selected
Quarterly Financial Data (Unaudited) - of the Notes to Financial Statements in
the 1995 Annual Report to Shareholders provides information regarding the
seasonal nature of the Registrant's business. The Notes to Financial
Statements contained in the 1995 Annual Report to Shareholders are included
herein by reference.
During 1995, the Registrant supplied, from all sources, a total of
183,108 acre-feet of water compared to 185,490 acre-feet supplied in 1994 and
178,196 acre-feet in 1993. Of the total water supplied in 1995, approximately
41% was purchased from others, principally from member agencies of the
Metropolitan Water District of Southern California, hereinafter referred to as
the MWD, and the remaining amount was furnished by the Bureau of Reclamation
under contract, at no cost, to the Registrant's Arden-Cordova customer service
area and to the Registrant's Clearlake customer service area by prescriptive
rights to water extracted from Clear Lake. The remainder of water supplied was
produced from the Registrant's owned wells. All electric energy sold is
purchased from Southern California Edison Company.
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The MWD is a water district organized under the laws of the State of
California for the purpose of delivering imported water to areas within its
jurisdictions, which include most of coastal Southern California from the County
of Ventura south to and including San Diego County. The Registrant has 52
connections to the water distribution facilities of the MWD and other municipal
water agencies. The MWD imports water from two principal sources: the
Colorado River and the State Water Project, hereinafter referred to as the SWP.
Available water supplies from the Colorado River and the SWP have historically
been sufficient to meet most of the MWD's requirements. The California
Department of Water Resources has approved MWD's full allocation of water for
the 1995 - 1996 water year, which began October 1, 1995 and, as such, the
Registrant believes that its demand for MWD's water supplies will be met through
1996. The MWD's import of water from the Colorado River is anticipated to
decrease in future years due to the requirements of the Central Arizona Project
in the State of Arizona. In response, the MWD has taken steps to secure
additional storage capacity and to effect transfers of water rights from other
sources. The price of water purchased from the MWD, however, is expected to
continue to increase. In those districts of the Registrant which pump
groundwater, overall groundwater conditions remain at adequate levels allowing
the Registrant to use groundwater in its resource mix and decrease its
dependence on increasingly expensive purchased water.
COMPETITION
The business of the Registrant is substantially free from direct and
indirect competition with other public utilities, municipalities and other
public agencies.
RATES AND REGULATION
The Registrant is subject to regulation by the CPUC as to its water
and electric business and properties. The CPUC has broad powers to regulate
public utilities with respect to service and facilities, rates, classifications
of accounts, valuation of properties and the purchase, disposition and
mortgaging of properties necessary or useful in rendering public utility
service. The CPUC also has authority over the issuance of securities, the
granting of certificates of convenience and necessity as to the extension of
services and facilities and various other matters.
The 22 customer service areas of the Registrant are grouped into 16
water districts and one electric district for ratemaking purposes. Water rates
of the Registrant vary among the 16 ratemaking districts due to differences in
operating conditions and costs. The Registrant continuously monitors
operations in each of these districts so that it may file applications for rate
changes, when warranted, on a district-by-district basis, in accordance with
the CPUC's procedure. Under the CPUC's practices, rates may be increased by
three methods: general rate increases, offsets for certain expense increases
and advice letter filings related to certain plant additions.
General rate increases typically are for three-year periods and
include "step" and "attrition" increases in rates for the second and third
years, respectively. General rate increases are established by formal
proceedings in which the overall rate structure, expenses and rate base of the
district are examined. Rates are based on estimated expenses and capital costs
for a prospective two-year period. An attrition mechanism is used for setting
rates applicable to the third of the three-year test cycle, which assumes that
the costs and expenses for the third year of the cycle will change in the same
proportion over the second year as the change projected for the second year
over the first year. The step and attrition rate increases for the second and
third years, respectively, are allowed to compensate for projected cost
changes, but are subject to the satisfaction of certain tests, including a
demonstration that earnings levels in the district did not exceed the latest
rate of return
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authorized for the Registrant. General rate proceedings typically take about
twelve months from the filing of an application to the authorization of new
rates.
Rate increases to offset increases in certain expenses, such as costs
of purchased water, energy costs to pump water, costs of power purchased for
resale and groundwater production assessments, are accomplished through an
abbreviated "offset" procedure that typically takes about two months. The
CPUC's regulations require utilities to maintain balancing accounts that
reflect differences between specific offset cost increases and the rate
increases authorized to offset those costs. The balancing accounts are subject
to amortization through the offset procedure or through general rate decisions.
An advice letter, or rate base offset, proceeding is generally
undertaken on an order of the CPUC in a general rate proceeding and provides
for the delayed inclusion of certain projected plant facilities in future
rates, pending notification that such facilities have actually been placed in
service. The advice letter provides that notification and, after CPUC approval,
permits the Registrant to include the costs associated with the facilities in
rates.
During each of 1995, 1994 and 1993, the Registrant's rates for its
water ratemaking districts were changed, among other reasons, to directly
offset changes in certain expenses (principally purchased water) and for
increased levels of capital improvements. Rates in the Registrant's Bear
Valley Electric customer service area have not been changed during the last
three years. The following table lists information on rate changes, by major
type, approved by CPUC decisions for the Registrant for the last three years:
Supply Balancing General & Step Rate Base
Cost Account Rate Offset
Year Offset Amortization Increases And Others Total
---------------------------------------------------------------------------------------------
1995 $1,780,000 $ (102,900) $1,426,800 $ 256,500 $ 3,360,400
1994 $9,439,800 $2,847,700 $3,084,600 $(2,070,800) $13,301,300
1993 $ 105,500 $ (67,900) $2,270,700 $ 50,000 $ 2,358,300
In December, 1995, the CPUC issued its final decision on the
Registrant's water rate case applications which were filed in March, 1995. The
new rates approved by the CPUC went into effect in six of the Registrant's water
districts in January, 1996 and are anticipated to increase annual revenues in
those districts by approximately $15 million. The CPUC decision also allowed
for changes in rates in these six water districts in 1997 and 1998.
In February, 1996, the Registrant and other interested parties reached
a settlement of issues in the Registrant's rate increase application affecting
its Bear Valley electric customer service area. That settlement is subject to
approval by the CPUC. The Registrant anticipates that the CPUC will approve the
new rates, resulting in a total increase of revenues of approximately $1.5
million over two years. On January 31, 1996, the Registrant filed Notices of
Intent to increase water rates in two of its customer service areas to cover
costs associated with 1996 and 1997 capital projects. A final decision on these
applications by the CPUC is expected by December, 1996. No assurances can be
given, however, that the CPUC will either ultimately approve the settlement
agreement or approve all or any of the agreed upon rate increase.
EMPLOYEE RELATIONS
The Registrant had 448 employees as of December 31, 1995. Sixteen
employees in the Registrant's Bear Valley Electric customer service area were
members of the International Brotherhood of Electrical Workers, hereinafter
referred to as the IBEW. The present labor agreement with the IBEW is
effective until
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December 1, 1996. Fifty-nine of the Registrant's water utility employees in
its Metropolitan ratemaking district are members of the Utility Workers of
America, hereinafter referred to as the UWA. The collective bargaining
agreement with the UWA expires March 31, 1996. The Registrant and the UWA are
currently in negotiations on a new contract and the Registrant is unable at
this time to predict what changes, if any, will ultimately transpire. The
Registrant has no other unionized employees.
ENVIRONMENTAL MATTERS
The United States Environmental Protection Agency, hereinafter
referred to as the EPA, under provisions of the 1972 Safe Drinking Water Act
as amended in 1986 (the SDWA) is required to establish maximum contaminant
levels ("MCLs") for 83 potential drinking water contaminants initially listed
in the SDWA, and for an additional 25 contaminants every three years
thereafter. The California Department of Health Services, acting on behalf of
the EPA, administers the EPA's program. The Registrant currently tests its
wells and water systems for more than 90 contaminants, covering all
contaminants listed in the SDWA. Water from wells found to contain levels of
contaminants above the established MCL's is either treated or blended before it
is delivered to customers.
The Registrant, like any provider of water from surface supplies, is
subject to the risk that cryptosporidium, a microscopic organism widely present
in the environment, will contaminate its water supply. The Registrant's risk is
greatly reduced, however, due in part to the high quality of source water
where, according to the MWD, measured amounts of cryptosporidium are 100 to
1,000 times less than the national average.
The Registrant is a voluntary member of the "Partnership for Safe
Water", a national program developed in conjunction with the EPA, the
National Association of Water Companies and the American Water Works
Association to further protect the public from diseases caused by
cryptosporidium and other organisms. As a volunteer in the program, the
Registrant has committed to exceed current regulations governing surface water
treatment to ensure that its treatment facilities are performing as efficiently
as possible.
All 41 of the Registrant's water systems are in compliance with the
lead and copper rules as promulgated by the EPA.
The Registrant will also be subject to new rules regarding MCLs for
radon and arsenic pending implementation of those rules by the EPA. With
respect to the radon rule, the EPA did not meet its October 1, 1993 deadline
for implementation of the rule. As a result, the radon rule was to be
considered as part of the re-authorization of the SDWA presently before the
United States Congress. The Registrant believes the EPA may, in the interim,
establish a MCL of 3,000 pico-curies per liter, which would affect only one of
the Registrant's wells. The Registrant will, however, be required to conduct
mandatory public information and educational programs on radon. The Registrant
is currently conducting studies to determine the best treatment for any
affected wells which could range from simple aeration to filtration through
granular activated carbon. The Registrant is currently unable to predict what
ultimate effects, if any, this rule, if passed, would have on its financial
position or results of operation.
The EPA is continuing its review of data before implementing the
arsenic rule. In January, 1995, the EPA filed suit in U.S. District Court
seeking to delay implementation of the arsenic rule. The proposed SDWA
amendments before the last session of Congress would have delayed the
implementation of an arsenic
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rule until 2001. Although the Registrant is unable to predict the actions that
either the Court or Congress may take, it is believed that, if required to do
so without further research, the EPA will establish a MCL for arsenic of from
2 to 5 micrograms per liter. At this level, nearly all of the Registrant's
wells and water systems would be affected. Depending on the circumstances
associated with each individual well and water system, compliance with such a
standard could cause the Registrant to implement costly well-head remedies such
as ion exchange or, alternatively, to purchase additional, and more expensive,
water supplies already in compliance for blending with well sources. The
Registrant is currently unable to predict what ultimate effects, if any, this
rule might have on its financial position or results of operation until the
final MCL is established.
The Registrant will also be subject to the new EPA rule concerning
Disinfection/Disinfection By-Products, Stage I of which has been published with
an effective date of June, 1998. This rule reduces tri-halomethane
contaminants from 100 micrograms per liter to 80 micrograms per liter and will
affect only two of the Registrant's systems. As part of its January, 1995
filing in U.S. District Court, the EPA requested an extension of time to
complete this rule.
The Registrant anticipates that the Enhanced Surface Water Treatment
Rule will be proposed in 1997, with an effective date of 1999. This rule would
affect each of the Registrant's five surface water treatment plants, although
the Registrant is currently unable to predict the ultimate impact that adoption
of the rule might have on its financial position or its results of operation.
The proposed Information Collection Rule, originally expected to be
implemented in October, 1994 and which may affect one of the Registrant's water
systems with minor paperwork costs, is presently anticipated to be implemented
by the end of 1996. Recent changes in the Rule, however, may allow for a
variance from requirements for the Registrant's systems. In addition, a set of
primary standards, referred to as "Phase VI," has been postponed indefinitely.
Since the SDWA became effective, the Registrant has experienced
increased operating costs for testing to determine the levels, if any, of the
contaminants in the Registrant's sources of supply and additional expense to,
if exceeding the MCL, lower the level of any contaminants found to meet the MCL
standards. Such costs and the costs of controlling any other pollutants may
cause the Registrant to experience additional capital costs as well as
increased operating costs.
The rate-making process provides the Registrant with the opportunity to
recover capital and operating costs associated with water quality, and
management believes that such costs are properly recoverable. However, no
assurance can be given that the CPUC will authorize recovery of all or any of
such costs in rates.
The Registrant is subject to State of California Assembly Bill 733
which requires fluoridation of water supplies for public water systems serving
more than 10,000 service connections. Although the bill requires affected
systems to install treatment facilities only when public funds have been made
available to cover capital and operating costs, the bill requires the CPUC to
authorize cost recovery through rates should public funds for operation of the
facilities, once installed, become unavailable in future years.
Three of the 27 wells in the Registrant's Arden-Codova system have, for
several years, been subject to contamination by tricholoroethylene. The Aerojet
Corporation has, by court decree, been responsible for all costs related to the
provision of well-head treatment. A ten-year agreement, reached with Aerojet in
1986, will expire in 1996, leaving open the question of who will remain
financially responsible for continuing well-head treatment. The Registrant is
currently negotiating with Aerojet for a renewal of the agreement but is
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unable to predict the outcome of such negotiations or the impact, if any, of
such negotiations on the results of operations or financial condition.
There have been no environmental matters that have materially affected
or are currently materially affecting the Registrant's Bear Valley Electric
Service area.
ITEM 2 - PROPERTIES
FRANCHISES, COMPETITION, ACQUISITIONS AND CONDEMNATION OF PROPERTIES
The Registrant holds franchises from the incorporated communities and
the counties which it serves. The Registrant holds certificates of public
convenience and necessity granted by the CPUC in each of the ratemaking
districts it serves. The Registrant's certificates, franchises and similar
rights are subject to alteration, suspension or repeal by the respective
governmental authorities having jurisdiction.
The laws of the State of California provide for the acquisition of
public utility property by governmental agencies through their power of eminent
domain, also known as condemnation. The Registrant has been, within the last
three years, involved in activities related to the condemnation of its Bay
Point water district by the Contra Costa Water District. The Registrant and
the Contra Costa customer service area have settled all matters related to this
action. Note 7 - Contingencies - of the Notes to Financial Statements
contained in the 1995 Annual Report to Shareholders, incorporated herein by
reference, describes the general terms of the settlement agreement.
WATER PROPERTIES
As of December 31, 1995, the Registrant's physical properties
consisted of water transmission and distribution systems which included
approximately 2,587 miles of pipeline together with services, meters and fire
hydrants and approximately 437 parcels of land, generally less than 1 acre
each, on which are located wells, pumping plants, reservoirs and other water
utility facilities including five surface water treatment plants. The
Registrant's 41 water systems and operating properties have been maintained and
improved in the ordinary course of business. As of December 31, 1995, the
Registrant owned and operated 271 active wells equipped with pumps with an
aggregate capacity of approximately 180 million gallons per day. The
Registrant has 52 connections to the water distribution facilities of the MWD
and other municipal water agencies. The Registrant's storage reservoirs and
tanks have an aggregate capacity of approximately 95 million gallons. There
are no dams in the Registrant's system. The table on the following page
provides, in greater detail, a listing of selected water utility plant by
ratemaking district.
ELECTRIC PROPERTIES
The Registrant's electric properties are all located in the Big Bear
area of San Bernardino County. As of December 31, 1995, the Registrant
operated 28.7 miles of overhead 34.5 KV transmission lines, 0.6 miles of
underground 34.5 KV transmission lines, 172.4 miles of 4.16 KV or 2.4 KV
distribution lines, 39.5 miles of underground cable and 14 sub-stations. There
are no generating plants in the Registrant's system.
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PUMPS DISTRIBUTION FACILITIES RESERVOIRS
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DISTRICT WELL BOOSTER MAINS (FT) METERS SERVICES HYDRANTS TANKS CAPACITY
- ---------------------------------------------------------------------------------------------------------
Arden-Cordova 27 15 442,615 2,514 7,219 1,092 3 2,000
Barstow 27 31 853,771 12,166 10,491 956 13 5,025
Bay Point 1 13 122,197 4,315 2,796 279 7 4,046
Calipatria 0 9 134,873 681 1,631 62 4 300
Claremont 27 37 705,587 12,960 10,406 1,141 18 17,367
Clearlake - 12 185,914 2,495 793 632 4 867
Desert 20 24 742,148 6,514 4,463 552 12 1,500
Los Osos 10 11 195,809 3,272 1,342 149 8 1,423
Metropolitan 76 84 4,619,750 123,022 103,796 6,871 44 24,263
Ojai 4 13 233,971 2,615 3,091 340 6 1,536
Orange County 30 37 2,087,566 45,463 37,947 5,487 16 11,713
San Dimas 12 38 1,173,943 18,402 7,007 806 15 12,143
San Gabriel 22 10 545,797 11,384 12,439 767 3 1,520
Santa Maria 29 25 944,212 14,696 6,726 185 8 3,238
Simi Valley 1 16 460,019 13,079 9,230 792 6 6,210
Wrightwood 8 6 214,049 3,525 534 69 7 1,546
Total 294 381 13,662,221 277,103 219,911 20,180 174 94,697
Capacity is measured in thousands of gallons
OFFICE BUILDINGS
The Registrant's general offices are housed in a single-story office
building located in San Dimas, California. The land and the building, which
was completed and occupied in early 1990, are owned by the Registrant. The
Registrant also owns and occupies certain offices located in its customer
service areas while other such offices are housed in leased premises.
MORTGAGE AND OTHER LIENS
As of December 31, 1995, the Registrant had no mortgage debt
outstanding, and its properties were free of any encumbrances or liens securing
indebtedness.
FINANCING OF CAPITAL EXPENDITURES
The Registrant's construction program is designed to ensure its
customers high quality service. The Registrant maintains an ongoing
distribution main replacement program throughout its customer service areas,
based on the priority of leaks detected, fire protection enhancement and a
reflection of the underlying replacement schedule. In addition, the Registrant
upgrades its electric and water supply facilities and is aggressively
scheduling meter replacements that conform with CPUC requirements.
The Board of Directors of the Registrant has approved anticipated
net capital expenditures of approximately $25,000,000 in 1996. The Registrant
anticipates net capital expenditures of approximately $35,200,000 and
$35,000,000 in 1997 and 1998, respectively, although such expenditures are
subject to final approval by the Board of Directors of the Registrant. The
Registrant anticipates that net capital expenditures in excess of its
internally generated cash will be financed through a combination of long-term
debt and additional common equity.
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During 1995 and 1994, the Registrant issued no common equity to raise
capital through either a public offering or a private placement or through its
Dividend Reinvestment and Common Share Purchase Plan or 401-k Plan. All common
shares scheduled to be issued through the Plans was purchased on the open
market.
In January, 1994, the Registrant issued 39,597 Common Shares pursuant
to the Merger Agreement between the Registrant and Lemon Heights Mutual Water
Company.
During 1993, the Registrant issued 1,107,000 Common Shares in two
separate public offerings for aggregate net proceeds of $23,935,000. The net
proceeds were applied against then outstanding short-term bank borrowing
incurred to temporarily finance construction expenditures.
The Registrant issued 47,828 and 7,741 Common Shares through its
Dividend Reinvestment and Common Share Purchase Plan and its 401-k Plan,
respectively, for the year ended December 31, 1993.
The Registrant has sold $30,000,000, $13,000,000 and $37,000,000 in
long-term debt under its Medium Term Note program during the years ended
December 31, 1995, 1994 and 1993, respectively. The net proceeds were used to
pay off then existing short-term debt incurred to fund construction
expenditures and to refinance then-existing higher coupon debt.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings. There is, however,
ordinary routine litigation incidental to the business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders through the solicitation
of proxies or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) MARKET INFORMATION RELATING TO COMMON SHARES -
Information responding to Item 201(a) of Regulation S-K is
included in the 1995 Annual Report to Shareholders, under the
caption "Stock Listing" and located on page 28, filed by the
Registrant with the Commission pursuant to Regulation 14A, and
is incorporated herein by reference pursuant to General
Instruction G(2).
(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON SHARES -
As of March 4, 1996, there were 4,233 holders of record of
Common Shares.
(c) FREQUENCY AND AMOUNT OF ANY DIVIDENDS DECLARED AND DIVIDEND
RESTRICTIONS
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Information responding to Item 201(c) of Regulation S-K is
included in the 1995 Annual Report to Shareholders, under the
caption "Stock Listing" and located on page 28, filed by the
Registrant with the Commission pursuant to Regulation 14A, and
is incorporated herein by reference pursuant to General
Instruction G(2). For the last three years, the Registrant
has paid dividends on its Common Shares on March 1, June 1,
September 1 and December 1.
Additional information responding to Item 201(c) of Regulation S-K
with respect to dividend restrictions is included in the 1995 Annual Report to
Shareholders, under Note 2 captioned "Capital Stock" located on Page 24 of the
Notes to Financial Statements, filed by the Registrant with the Commission
pursuant to Regulation 14A, and is incorporated herein by reference pursuant to
General Instruction G(2).
ITEM 6. SELECTED FINANCIAL DATA
Information responding to Item 6 is included in the 1995 Annual Report
to Shareholders, under the caption entitled "1995 Financial Highlights" located
on Page 1, filed by the Registrant with the Commission pursuant to Regulation
14A, and is incorporated herein by reference pursuant to General Instruction
G(2).
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Information responding to Item 7 is included in the 1995 Annual Report
to Shareholders, under the caption entitled "Management's Discussion and
Analysis" located on Pages 13 through 15, filed by the Registrant with the
Commission pursuant to Regulation 14A, and is incorporated herein by reference
pursuant to General Instruction G(2).
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information responding to Item 8 is included in the 1995 Annual Report
to Shareholders, filed by the Registrant with the Commission pursuant to
Regulation 14A, under the following captions located on Pages 17 through 27 and
is incorporated herein by reference pursuant to General Instruction G(2).
Report of Independent Public Accountants
Balance Sheets - December 31, 1995 and 1994
Statements of Capitalization - December 31, 1995 and 1994
Statements of Income - for the years ended December 31, 1995, 1994
and 1993
Statements of Changes in Common Shareholders' Equity - for the years
ended December 31, 1995, 1994 and 1993
Statements of Cash Flows - for the years ended December 31, 1995,
1994 and 1993
Notes to Financial Statements
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information responding to Item 10 is included in the Proxy Statement,
filed by the Registrant with the Commission on or about March 6, 1996 pursuant
to Regulation 14A, under the captions entitled "Election of Directors" and
"Executive Officers - Experience, Security Ownership and Compensation" and is
incorporated herein by reference pursuant to General Instruction G(3).
ITEM 11. EXECUTIVE COMPENSATION
Information responding to Item 11 is included in the Proxy Statement,
filed by the Registrant with the Commission on or about March 6, 1996 pursuant
to Regulation 14A, under the captions entitled "Election of Directors,"
"Executive Officers - Experience, Security Ownership and Compensation" and
"Performance Graph" is incorporated herein by reference pursuant to General
Instruction G(3).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information responding to Item 12 is included in the Proxy Statement,
filed by the Registrant with the Commission on or about March 6, 1996 pursuant
to Regulation 14A, under the captions entitled "Election of Directors" and
"Executive Officers - Experience, Security Ownership and Compensation" and is
incorporated herein by reference pursuant to General Instruction G(3).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information responding to Item 13 is included in the Proxy Statement,
filed by the Registrant with the Commission on or about March 6, 1996 pursuant
to Regulation 14A, under the caption entitled "Election of Directors" and is
incorporated herein by reference pursuant to General Instruction G(3).
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Reference is made to the Financial Statements incorporated
herein by reference to Item 8 hereof.
2. Schedules I, III, IV, and V are omitted as they are not
applicable.
3. See (c) below.
(b) No events have been reported on Form 8-K during the last
quarter of the period covered by this report.
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(c) Exhibits -
3.1 By-Laws as Amended to April 30, 1991 incorporated
herein by reference to Registrant's Form 10-Q with
respect to the quarter ended March 31, 1991.
Commission File No. 0-1121
3.2 Restated Articles of Incorporation as Amended to
December 4, 1990 incorporated herein by reference to
Registrant's Form 10-K with respect to the year ended
December 31, 1990. Commission File No. 0-1121
3.3 Certificate of Ownership dated August 10, 1978
incorporated herein by reference to Registrant's Form
10-K with respect to the year ended December 31,
1990. Commission File No. 0-1121
3.4 Certificate of Amendment of Articles of Incorporation
dated December 3, 1992 incorporated herein by
reference to Registrant's Form 10-K with respect to
the year ended December 31, 1992. Commission File
No. 0-1121.
3.5 Certificate of Amendment of Articles of Incorporation
dated February 17, 1994 incorporated herein by
reference to Registrant's Form 10-K with respect to
the year ended December 31, 1993. Commission File
No. 0-1121.
4.1 Indenture, dated September 1, 1993 between the
Registrant and Chemical Trust Company of California,
as trustee, relating to the Registrant's Medium Term
Notes, Series A, incorporated herein by reference to
Registrant's Form 8-K. Commission File No. 33-62832.
10.1 Deferred Compensation Plan for Directors and
Executives incorporated herein by reference to
Registrant's Registration Statement on Form S-2
(Registration No. 33-5151).
10.2 Reimbursement Agreement dated November 1, 1984
between the Registrant and Barclays Bank
International Limited incorporated herein by
reference to Registrant's Registration Statement on
Form S-2 (Registration No. 33-5151).
10.3 First Amendment to Reimbursement Agreement dated
January 1, 1986 between the Registrant and Barclays
Bank PLC (formerly Barclays Bank International
Limited) incorporated herein by reference to
Registrant's Registration Statement on Form S-2 (
Registration No. 33-5151).
10.4 Second Amendment to Reimbursement Agreement dated
April 9, 1987 between the Registrant and Barclays
Bank PLC incorporated herein by reference to
Registrant's Form 10-K with respect to the year ended
December 31, 1990. Commission File No. 0-1121.
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10.5 Third Amendment to Reimbursement Agreement dated
September 14, 1987 between the Registrant and
Barclays Bank PLC incorporated herein by reference to
Registrant's Form 10-K with respect to the year ended
December 31, 1990. Commission File No. 0-1121.
10.6 Fourth Amendment to Reimbursement Agreement dated
September 22, 1988 between the Registrant and
Barclays Bank PLC incorporated herein by reference to
Registrant's Form 10-K with respect to the year ended
December 31, 1990. Commission File No. 0-1121.
10.7 Fifth Amendment to Reimbursement Agreement dated
March 9, 1990 between the Registrant and Barclays
Bank PLC incorporated herein by reference to
Registrant's Form 10-K with respect to the year ended
December 31, 1990. Commission File No. 0-1121.
10.8 Sixth Amendment to Reimbursement Agreement dated
November 29, 1990 between the Registrant and Barclays
Bank PLC incorporated herein by reference to
Registrant's Form 10-K with respect to the year ended
December 31, 1990. Commission File No. 0-1121.
10.9 Second Sublease dated October 5, 1984 between the
Registrant and Three Valleys Municipal Water District
incorporated herein by reference to Registrant's
Registration Statement on Form S-2 (Registration No.
33- 5151).
10.10 Note Agreement dated as of February 1, 1989 between
the Registrant and First Colony Life Insurance
incorporated herein by reference to Registrant's Form
10-K with respect to the year ended December 31,
1990. Commission File No. 0-1121.
10.11 Schedule of omitted Note Agreement incorporated
herein by reference to Registrant's Form 10-K with
respect to the year ended December 31, 1990.
Commission File No. 0-1121.
10.12 Note Agreement dated as of May 15, 1991 between the
Registrant and Transamerica Occidental Life Insurance
Company incorporated herein by reference to
Registrant's Form 10-Q with respect to the quarter
ended June 30, 1991. Commission File No. 0-1121.
10.13 Schedule of omitted Note Agreements incorporated
herein by reference to Registrant's Form 10-Q with
respect to the quarter ended June 30, 1991.
Commission File No. 0-1121.
10.14 Agreement for Financing Capital Improvement dated as
of June 2, 1992 between the Registrant and Three
Valleys Municipal Water District incorporated herein
by reference to Registrant's Form 10-K with respect
to the year ended December 31, 1992. Commission File
No. 0-1121.
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15
10.15 Water Supply Agreement dated as of June 1, 1994
between the Registrant and Central Coast Water
Authority incorporated herein by reference to the
Registrant's Form 10-K with respect to the year
ended December 31, 1994. Commission File No. 0-1121.
10.16 Retirement Plan for Non-Employee Directors of
Southern California Water Company, as amended,
January 25, 1995 incorporated herein by reference to
the Registrant's Form 10-K with respect to the year
ended December 31, 1994. Commission File No. 0-1121.
10.17 Dividend Reinvestment and Common Share Purchase Plan
incorporated herein by reference to Registrant's
Post-Effective Amendment No. 1 to Form S-3
(Registration No. 33-42218).
10.18 Key Executive Long-Term Incentive Plan incorporated
herein by reference to the Registrant's 1995 Proxy
Statement, Commission File No. 0-1121.
13. Portions of the Annual Report to Shareholders* for
the year ended December 31, 1995 which are expressly
incorporated herein by reference.
21. Subsidiaries of Registrant - Exhibit not included as
subsidiaries in the aggregate are not significant.
23. Consent of Independent Public Accountants*.
27. Schedule UT*.
(d) None.
_____________________
*Filed concurrently herewith
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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.
SOUTHERN CALIFORNIA WATER COMPANY
By: s/ JAMES B. GALLAGHER .
--------------------------
James B. Gallagher
Vice President - Finance,
Chief Financial Officer and Secretary
Date: March 5, 1996
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.
s/ W. V. CAVENEY . Date: March 5, 1996
- -------------------------------------------
W. V. Caveney
Chairman of the Board and Director
s/ FLOYD E. WICKS . March 5, 1996
- ------------------------------------------
Floyd E. Wicks
Principal Executive Officer;
President, CEO and Director
s/ JAMES B. GALLAGHER . March 5, 1996
- ---------------------------------------
James B. Gallagher
Principal Financial and Accounting Officer;
Vice President - Finance, CFO and Secretary
s/ JEAN E. AUER . March 5, 1996
- -------------------------------------------------
Jean E. Auer, Director
s/ R. BRADBURY CLARK . March 5, 1996
- ---------------------------------------
R. Bradbury Clark, Director
s/ N. P. DODGE, JR. . March 5, 1996
- -------------------------------------------------
N. P. Dodge, Jr., Director
s/ ROBERT F. KATHOL . March 5, 1996
- ------------------------------------------
Robert F. Kathol, Director
s/ LLOYD E. ROSS . March 5, 1996
- -----------------------------------------------
Lloyd E. Ross, Director
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