UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SJW CORP.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.042
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(Title of Class of Securities)
784305104
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(CUSIP Number)
George E. Moss
Roscoe Moss Manufacturing Company
4360 Worth Street
Los Angeles, CA 90063
(323) 263-4111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 9, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of the Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 784305104 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GEORGE E. MOSS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
1,000,520 (1)(2)(3)
OWNED BY EACH REPORTING 8 SHARED VOTING POWER
0
PERSON 9 SOLE DISPOSITIVE POWER
603,103 (1)(3)
10 SHARED DISPOSITIVE POWER
397,417(2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,520 (1)(2)(3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9% (1)(2)(3)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 603,103 shares of Common Stock held by George E. Moss,
as trustee of the Third Amended and Restated George Edward Moss
Revocable Trust dated August 18, 1982.
(2) Includes 397,417 shares of Common Stock held by George E. Moss,
as trustee of the John Kimberly Moss Trust dated October 24,
1991, as to which George E. Moss disclaims beneficial ownership.
(3) Does not include 11,872 shares of Common Stock subject to
deferred stock units held by George E. Moss.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NANCY O. MOSS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
594,016(1)
OWNED BY EACH REPORTING 8 SHARED VOTING POWER
0
PERSON 9 SOLE DISPOSITIVE POWER
594,016(1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
594,016(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%(1)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 594,016 shares of Common Stock held by Nancy O. Moss, as
trustee of the Nancy O. Moss Revocable Trust dated January 31,
2002.
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $1.042
("Common Stock"), of SJW Corp. (referred to herein as "SJW" or the
"Company"). The address of the principal executive office is:
SJW Corp.
374 West Santa Clara Street
San Jose, California 95113
Item 2. Identity and Background
(a) Pursuant to Rule 13d-1(k)(1) promulgated under the
Securities Exchange Act of 1934, as amended (the "Act"), the
undersigned hereby file this Statement on Schedule 13D/A on behalf of
George E. Moss and Nancy O. Moss (collectively, the "Reporting
Persons"). The Reporting Persons are making this single, joint filing
because they may be deemed to constitute a "group" within the meaning
of Section 13(d)(3) of the Act, although neither the fact of this
filing nor anything contained herein shall be deemed to be an
admission by either of the Reporting Persons that such a "group"
exists.
(b) The address of the Reporting Persons is c/o Roscoe Moss
Manufacturing Company, 4360 Worth Street, Los Angeles, California
90063.
George E. Moss
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(c) Principal Occupation: Vice Chairman, Roscoe Moss
Manufacturing Company, 4360 Worth Street, Los Angeles, California
90063.
Nancy O. Moss
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(c) Principal Occupation: Clinical Psychologist, self-employed.
(d) During the past five years, neither of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, neither of the Reporting Persons
was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activity subject to federal
or state securities laws or finding any violation with respect to such
laws.
(f) The citizenship of both Reporting Persons is the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons borrowed $5,040,000 from US Trust Company,
NA, for the purpose of acquiring 140,000 shares of Common Stock, to be
held as follows:
Holder Number of Shares
------------------------------------------------------------
George E. Moss, as trustee of the 40,000
John Kimberly Moss Trust dated
October 24, 1991
George E. Moss, as trustee of the 80,000
Third Amended and Restated George
Edward Moss Revocable Trust dated
August 18, 1982
Nancy O. Moss, as trustee of the 20,000
Nancy O. Moss Revocable Trust
dated January 31, 2002
The terms and conditions of the loan are set forth in a letter
agreement with US Trust Company, NA, a copy of which is filed herewith
as Exhibit 3 and is hereby incorporated by reference.
Item 4. Purpose of Transaction
On May 9, 2005, George E. Moss, as trustee of the John Kimberly
Moss Trust dated October 24, 1991 and as trustee of the Third Amended
and Restated George Edward Moss Revocable Trust dated August 18, 1982,
acquired 40,000 shares of Common Stock and 80,000 shares of Common
Stock respectively, for investment purposes.
On May 9, 2005, Nancy O. Moss, , as trustee of the Nancy O. Moss
Revocable Trust dated January 31, 2002, acquired 20,000 shares of
Common Stock for investment purposes.
Item 5. Interest in Securities of the Issuer
(a) George E. Moss beneficially owns 1,000,520 shares of Common
Stock, representing approximately 10.9% of the outstanding shares of
Common Stock of the Company, of which he disclaims ownership of
397,417 shares which he holds as trustee of the John Kimberly Moss
Trust dated October 24, 1991. Nancy O. Moss beneficially owns 594,016
shares of Common Stock, representing approximately 6.5% of the
outstanding shares of Common Stock of the Company. The Reporting
Persons beneficially own as a group 1,594,536 shares, representing
approximately 17.4% of the outstanding shares of Common Stock of the
Company.
(b) George E. Moss, as trustee of the Third Amended and Restated
George Edward Moss Revocable Trust dated August 18, 1982 has sole
voting power and sole power to dispose of 603,103 shares of Common
Stock. In addition, George E. Moss, as trustee of the John Kimberly
Moss Trust dated October 24, 1991 has sole power to vote and shared
power to dispose of 397,417 shares of Common Stock, as to which George
E. Moss disclaims beneficial ownership. Nancy O. Moss, as trustee of
the Nancy O. Moss Revocable Trust dated January 31, 2002 has sole
voting power and sole power to dispose of 594,016 shares of Common
Stock.
(c) On May 9, 2005, George E. Moss, as trustee of the Third
Amended and Restated George Edward Moss Revocable Trust dated August
18, 1982, purchased 80,000 shares of Common Stock from Roscoe Moss
Jr., as trustee of the Roscoe Moss Jr Revocable Trust UA 03/24/82.
On May 9, 2005, George E. Moss, as trustee of the John Kimberly
Moss Trust dated October 24, 1991, purchased 40,000 shares of Common
Stock from Roscoe Moss Jr., as trustee of the Roscoe Moss Jr Revocable
Trust UA 03/24/82. George E. Moss disclaims beneficial ownership of
such shares.
On May 9, 2005, Nancy O. Moss, as trustee of the Nancy O. Moss
Revocable Trust dated January 31, 2002, purchased 20,000 shares of
Common Stock from Roscoe Moss Jr., as trustee of the Roscoe Moss Jr
Revocable Trust UA 03/24/82.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
George E. Moss and Nancy O. Moss are husband and wife. John
Kimberly Moss is the son of George E. Moss.
On or about May 9, 2005, George E. Moss, as trustee of the John
Kimberly Moss Trust dated October 24, 1991 and as trustee of the Third
Amended and Restated George Edward Moss Revocable Trust dated August
18, 1982, and Nancy O. Moss, as trustee of the Nancy O. Moss Revocable
Trust dated January 31, 2002 (collectively the "Purchasers"), entered
into a Stock Purchase and Sale Agreement with Roscoe Moss Jr., as
trustee of the Roscoe Moss Jr Revocable Trust UA 03/24/82 pursuant to
which the Purchasers agreed to purchase an aggregate of 140,000 shares
of Common Stock of the Company as more fully set forth in the Stock
Purchase and Sale Agreement attached hereto as Exhibit 2.
Item 7. Materials to be Filed as Exhibits
Exhibit 1: Agreement of Joint Filing
Exhibit 2: Stock Purchase and Sale Agreement
Exhibit 3: Letter Agreement with US Trust Company, NA.
Exhibit 4: Promissory Note
Signatures
After reasonable inquiry and to the best of my knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: May 9, 2005
/s/ George E. Moss
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George E. Moss
Date: May 9, 2005
/s/ Nancy O. Moss
------------------
Nancy O. Moss
Exhibits
Exhibit 1: Agreement of Joint Filing
Exhibit 2: Stock Purchase and Sale Agreement
Exhibit 3: Letter Agreement with US Trust Company, NA
Exhibit 4: Promissory Note