zusa Valley Water Company - 1991 N INVESTOR OWNED PULIC UTILITY 617 N. ZUS VE. P.O. OX W ZUS, C 91702 (818) 334-7881 NOTICE TO STOCKHOLDERS OF NNUL MEETING To e Held pril 25, 1991 NOTICE IS HEREY GIVEN that the 1991 nnual Meeting of Stockholders of zusa Valley Water Company (the "Company") will be held at the Company's offices, 617 N. zusa venue, zusa, California, on Thursday, pril 25, 1991, at 10:00.M. Pacific time, for the following purposes: 1. To elect nine directors to serve on the Company's oard of Directors until the next nnual Meeting of the Stock.. holders and thereafter until their successors are elected and qualified; and 2. To transact such other business as may properly come before the nnual Meeting and any adjournments thereof. Stockholders of record on March 21, 1991 will be entitled to notice of, and to vote at, the nnual Meeting and at any adjournment or postponement thereof. Whether or not you plan to attend the nnual Meeting in person, you are urged to date and sign the enclosed proxy card and return it promptly in the enclosed, self-addressed envelope, which requires no postage if mailed in the United States, in order that your shares may be represented. 1991. Dated at zusa, California on this loth day of pril, Edward R. Heck, Secretary/Treasurer PLESE INDICTE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CRD, ND SIGN, DTE ND MIL IT TODY IN THE CCOMPNYING SELF DDRESSED ENVELOPE, WHICH REQUIRES NO POSTGE IF MILED IN THE UNITED STTES. PLESE RETURN YOUR PROXY TODY YOUR VOTE IS IMPORTNT NO MTTER HOW MNY SHRES YOU OWN KK06642 # 32829
zusa Valley Water Company 1991 N INVESTOR OWNED PULIC UTILITY 617 N. ZUS VE. P.O. OX W ZUS, C 91702 (818) 334-7881 PROXY STTEMENT NNUL MEETING OF STOCKHOLDERS pril 25, 1991 TO THE STOCKHOLDERS OF ZUS VLLEY WTER COMP~Y: This Proxy Statement is furnished in connection with the solicitation of proxies by the oard of Directors of zusa Valley Water Company (the "Company") for use at the 1991 nnual Meeting of Stockholders to be held at the Company's offices, 617 N. zusa venue, zusa, California, on Thursday, pril 25, 1991, and at any adjournment or postponement thereof, for the purposes set forth in the attached Notice of Meeting. In addition to solicitation of proxies by use of the mails, officers and other employees of the Company, without special compensation, may solicit proxies personally or by telephone, telegraph or facsimile transmission. The Company will also request brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares of Common Stock of the Company held of record by such persons. ll costs of this proxy solicitation will be borne by the Company.. It is anticipated that this Proxy Statement and the accompanying form of proxy will be sent or given to stockholders on or about pril 10, 1991. ny stockholder who executes and returns the proxy accompanying this Proxy Statement may revoke it prior to its exercise by delivering to the Company a written instrument revoking the proxy, by executing and delivering a proxy for the nnual Meeting bearing a later date or by attending the nnual Meeting and voting in person. Each properly executed proxy received prior to the nnual Meeting will be voted as directed. If not otherwise specified, proxies will be voted for the election of the nominees as directors described in this Proxy Statement, and in. the discretion of management with respect to any other matters properly presented at the nnual Meeting or any adjournments thereof. The presence, either in person or by proxy, of persons entitled to vote a majority of the Company's outstanding Common 3
stock is necessary to constitute a quorum for the transaction of business at the nnual Meeting. VOTING SECURITIES Name of Nominee The record date for the determination of the stockholders entitled to notice of and to vote at the 1991 nnual Meeting, and any adjournment or postponement thereof, is the close of business on March 21, 1991. On that date, there were 37,294 shares of the Company's Common Stock outstanding. Subject to cumulative voting rights in the election of directors, stockholders are entitled to one vote for each share of Common Stock held of record on the record date. In electing directors, stockholders are entitled to cumulate their vote; provided, however, that no stockholder is entitled to cumulate votes for a candidate unless such candidate or candidates have been placed in nomination prior to the voting and unless a stockholder has given notice at the nnual Meeting prior to the vote for election of directors of his or her intention to cumulate votes. Under cumulative voting, each stockholder of record is entitled to a number of votes equal to the number of directors to be elected multiplied by the number of shares the stockholder is entitled to vote. Such votes may be cast for one candidate or distributed among two or more candidates. The persons authorized to vote shares representeq by executed proxies in the enclosed form (if authority to vote for the election of directors has not been withheld) will have full discretion and authority to vote cumulatively and to allocate votes among any or all of the oard of Directors' nominees as they may determine or, if authority to vote for a specified candidate or candidates has been withheld, among those candidates for whom authority to vote has not been withheld. PROPOSL 1 ELECTION OF DIRECTORS Nine directors are to be elected at the nnual Meeting. The persons to be elected as directors at the nnual Meeting will hold office until the 1992 nnual Meeting of Stockholders and until their successors are elected and qualified. Each of the nominees for election as a director of the Company is presently a member of the oard of Directors. The nominees are: Other Positions ge as of and Offices March 21, Director Held with the 1991 Name of Nominee Since Company lfred P. Griffith Irven G. Reynolds, Jr. Raymond E. Heytens Thomas s. Oki 73 64 61 73 1985 4 President Vice President Charles J. Hurst, Jr. Glenn H. ashore William L. Mcintyre, Jr. Steven N. Reenders Edward E. Heck ge as of March 21, 1991 Director Since 1978 1985 1989 1989 1990 76 68 43 40 68 Other Positions and Offices Held with the Company secretary/ Treasurer/ General Manager lfred P. Griff~th was elected President of the Company in 1989. He was the Western Sales representative for the llis Chalmers Corporation prior to his retirement..he is a graduate gemologist and since 1980 has been the owner/operator of Griffith Gemological Laboratories in Whittier, California. Irven G. Reynolds, Jr. has been Vice President of the Company since 1977, and since 1953 has been President of Reynolds uick/gmc Trucks, Inc., West Covina, California. He serves as a director of First Federal Savings and Loan of San Gabriel and of Westwood Corp. Raymond E. Heytens was employed by San Gabriel Valley Water Co. as Vice President and Secretary of that company from 1970 until his retirement in 1989. Thomas s. Oki was Chief Executive Officer and dministrator of Sierra Royale Hospital in zusa, California prior to his retirement in 1985. Charles J. Hurst, Jr. is a retired citrus rancher. He was actively engaged in citrus and other farming until. For the past six years, his principal occupation has been the management of his personal investments. He is director of California Orchard Co. Glenn H. ashore was employed by the Southern California Edison Company for over 35 years and was the local rea Manager from 1959 until his retirement in February 1984. He is a director of InterCommunity Medical Center. William L. Mcintyre, Jr. has been the Chairman of the oard of McintyrejReenders Development Corporation for the past six years. McintyrejReenders Development Corporation is located in Covina, California. Mr. Mcintyre also serves as Chairman of the oard of Mcintyre uilders, Inc. and is president of three other affiliated companies. These companies are involved in the development of commercial and residential real estate. Mr. 5
Mcintyre is presently serving as Chairman of the oard of Empire National ank, located in Ontario, California, and is a director of the Covina Irrigating Company. The Company has a standing Compensation Committee. The current members of this committee are Irven G. Reynolds, Jr., Raymond E. Heytens and Thomas s. Oki. The functions of the Compensation Committee include reviewing salary and fringe benefit schedules and presenting compensation recommendations to the oard of Directors. The Compensation Committee held one meeting during 1990. Steven N. Reenders has been the President of McintyrefReenders Development Corporation for the past seven years. McintyrefReenders Development Corporation is located in Covina, California. Mr. Reenders is presently a director of Empire National ank located in Ontario, California and Covina Irrigating Company. Edward R. Heck has been employed by the Company since 1956 and served as ssistant Manager from 1959 to. He has served as General Manager and Secretary since and as Treasurer since 1982. He was appointed to the oard of Directors in December 1990. The proxies received will be voted for the election as directors of the nine nominees named above unless otherwise specified, and each director has agreed to serve as a director if elected at the nnual Meeting. lthough management does not contemplate that any of the nominees will be unable to serve, if any nominee is unable or declines to serve as a director at the time of the nnual Meeting, the proxy holders will vote for a substitute nominee in their discretion. VOTE 11 THE ORD OF DIRECTORS RECOMMENDS FOR 11 THE ELECTION OF THE DIRECTORS NOMINTED General The oard of Directors of the Company held 13 meetings during 1990. No director attended fewer than 75% of the meetings of the oard of Directors and, if applicable, committee meetings. ll directors receive $250 for each meeting of the oard of Directors that they attend, and directors who are members of committees of the oard of Directors receive $50 for each committee meeting that they attend. Committees of the oard of Directors The Company has a standing udit Committee. The current members of this committee are Thomas s. Oki and William L. Mcintyre, Jr. The functions of the udit Committee include reviewing all accounts payable invoices prior to payment and meeting with the Company's independent auditor annually or more often if special audit questions arise. The udit Committee held 13 meetings during 1990. 6 The Company does not have a standing Nominating Committee or any other committee performing similar functions. J OWNERSHIP OF THE COMPNY'S SECURITIES 1\ Common Stock The following table sets forth informqtion as of March 21, 1991, regarding the beneficial ownership of the Company's Common Stock by ( i) each director or nominee for election as director and (ii) all officers and directors as a group. No other person known to the Company is the beneficial owner of five percent or more of the Company's outstanding Common Stock. Identity of Owner or Group Number of Shares and Nature of eneficial Ownership(1) 3,375 2,828(2) 712 177 119 16 4799(3) (4) 1000(4) 566 Irven G. Reynolds, Jr. lfred P. Griffith Raymond E. Heytens Thomas s. Oki Glenn H. ashore Charles J. Hurst, Jr. William L. Mcintyre, Jr. Steven N. Reenders Edward R. Heck ll officers and directors as a group (9 persons) 13,592 Percent of Class 9.05% 7.58% 1.91% 12.87% 2.68% 1.52% 36.45% Less. than 1.00%. (1) Except as otherwise indicated in the following notes, shares shown as beneficially owned are those as to which the named persons possess sole voting and investment power. (2) Of such shares, 1,450 are held by Mr. Griffith as Trustee of the Griffith Residuary Trust, 966 are held by Mr. Griffith as Trustee for the Dorothy. Griffith Trust, and 400 are held in KKOS642 #32829 7
the name of Dorothy llen Griffith, Griffith, as her separate property. the wife of Elbert. (3) Mr. Mcintyre holds 4,603 of these shares of record, and 196 shares as a trustee of trust accounts. (4) Messrs. Mcintyre and Reenders have jointly filed Schedule 13D under the securities Exchange ct of 1934, as amended, respecting their share ownership, but each denies that such shares are held as a group and each disclaims beneficial ownership of the other's shares. The company has authorized two classes of non-voting securities: Class 5% cumulative Preferred Stock ("Class Preferred") and Class 3% cumulative Preferred Stock ("Class Preferred"). s of March 21, 1991, 927 and 5,337 share~ of Class Preferred and Class Preferred, respectively, were 1ssued and outstanding. The following table sets forth information as of that date with respect to the beneficia~ ownership of.class P~eferred and Class Preferred by (i) each d1rector or nom1nee for d1rector, and (ii) all directors and officers as a group. Percent Number of Shares of and Nature of Class eneficial Ownership(1) Class lfred P. Griffith Jr. Mcintyre, William L. Steven N. Reenders Edward R. Heck 125 40 271 377 126 1493 43 65 69 13.48% 4.31% 5.08% 7.06% 13.59% 27.97% 4.64% 1.22% 1.29% 334 2275 36.03% 42.63% Thomas s. Oki Raymond E. Heytens ll officers and directors as a group (9 persons) (1) Position lfred P. Griffith Irven G. Reynolds, Jr. Edward R. Heck Officer ge as of March 21, 1991 Since President 73 Vice President 64 Secretary/Treasurer 68 1989 1977 Pension Plan The Company provides a uniform pension plan (the "Plan") in which substantially all employees participate. Under the Plan, which became effective December 1, 1981 and which was amended December 1, 1985, the Company contributes 13.42% of the first $15,000 of an employee's annual compensation and 17.72% of any compensation in excess of $15, 000 to the Plan. Participating employees have the option of applying 100% of the Company's contribution to a Flexible Purchase Payment nnuity-pension Series (the "nnuity") or 75% to the nnuity and 25% to purchase wholelife insurance policies. INDEPENDENT PULIC CCOUNTNTS The Company's independent public accountants are Peasley ccountancy Corporation. Peasley ccountancy Corporation has audited the Company's financial statements annually since 1986. Representatives of Peasley ccountancy Corporation will be at the nnual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. STOCKHOLDER PROPOSLS shares shown as beneficially owned are those as to which the named persons possess sole investment power. The following table sets forth certain information with respect to the Company's executive officers: During its 1990 fiscal year, the Company paid a total of $79,689 in cash compensation to all of its executive officers as a group (three persons). Non-Voting Securities Identity of Owner or Group EXECUTIVE OFFICERS ND COMPENSTION 8 Proposals of stockholders that are intended to be presented at the Company's 1992 nnual Meeting of stockholders must be received by the Company no later than December 12, 1991 in order to be included in the proxy statement and proxy relating to that meeting. 9
OTHER MTTERS While management has no reason to believe that any other business will be presented at the nnual Meeting, if any other matters should come before the nnual Meeting, the proxies will be voted as to such matters in accordance with the best judgment of the persons authorized therein. NNUL REPORT The nnual Report to Stockholders of the Company for the year ended December 31, 1990, which includes the Company's nnual Report on Form 10-K pursuant to Section 13 or 15 (d) of the Securities Exchange ct of 1934, including the financial statements therein and related schedules, is delivered with this Proxy Statement. ll stockholders are cordially invited to attend the nnual Meeting in person. Regardless of whether you expect to attend the nnual Meeting, you are urged to sign and date the enclosed proxy and return it promptly in the accompanying selfaddressed envelope, which requires no postage if mailed in the United States. Dated at zusa, California this loth day of pril, 1991. ZUS VLLEY WTER COMPNY y: EDWRD R. HECK Secretary/Treasurer KK06642 #32629 10