HACKENSACK WATER COMPANY NOTICE OF ANNUAL MEETING OF STOCKHOLDERS MAY 11, 1981

Transcription

1 HACKENSACK WATER COMPANY NOTICE OF ANNUAL MEETING OF STOCKHOLDERS MAY 11, 1981 To the Stockholders of Hackensack Water Company: The Annual Meeting of the Stockholders of Hackensack Water Company will be held at the principal office of the Company, Old Hook Road, Harrington Park, New Jersey 07640, on Monday, May 11, 1981, at 9:30 o'clock in the forenoon for the following purposes: 1. To elect a Board of fourteen Directors for the ensuing year and. until their successors are elected and shall have qualified. 2. To ratify, confirm and approve the act of the Board ofdirectors, on March 5, 1981, appointing Price Waterhouse & Co., New York, New York, as the auditors for the Company and its subsidiaries for the year To transact such other business as may properly be brought before such meeting or any adjournment or adjournments thereof. The close of business on March 26, 1981 has been fixed as the time for the determination of the stockholders entitled to notice of and to vote at said meeting, or any adjournments thereof, and only stockholders of record at such time will be entitled to notice of and to vote at such meeting, or at any adjournments thereof. You are urged to sign, date and return the enclosed proxy promptly, using the envelope enclosed for your convenience. This will not limit your right to vote in person at the meeting if you plan to attend. Harrington Park, New Jersey, April 3, 1981 BY ORDER OF THE BOARD OF DIRECTORS, 7~~~"~"7 ROBERT H. MULREANY, Secretary.,'

2 f HACKENSACK WATER COMPANY ANNUAL MEETING OF STOCKHOLDERS May 11, 1981 PROXY STATEMENT Solicitation by Board of Directors; Revocability of Proxy. The proxy which is requested in the foregoing Notice of Annual Meeting of Stockholders is being solicited by the Board of Directors of the Company. The mailing address and principal executive office of the Company is Old Hook Road, Harrington Park, New Jersey Any proxy given may be revoked by the stockholder by notifying the Secretary in writing at any time prior to the voting thereof. Unless revoked, the shares represented by all such proxies will be voted. It is expected that the Notice, Proxy Statement and form of Proxy will be mailed to stockholders on or about April 3, Annual Report. The Annual Report of the Company, including financial statements, for the year 1980 has been mailed to all stockholders of record at their respective last known addresses. Such financial statements are incorporated herein by reference. Outstanding Voting Securities and Ownership Thereof by Certain Beneficial Owners; Record Date. There are outstanding 2,328,099 shares of common stock of the Company, each share of such stock being entitled to one vote. The close of business on March 26, 1981 has been fixed as the time for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting. To the knowledge of the Company, no person is the beneficial owner of more than five percent of the Company's voting stock. The following information pertains to the common stock of the Company beneficially owned, directly or indirectly, by all directors and by all directors and officers of the Company as a group as of January 30, 1981: Name of Beneficial Owner KATHARINE L. AUCHINCLOSS.... FRANK J. BORELLI.... PETER DEL CoL.... PETER DUD AN.... RoBERT A. GERBER..... DouGLAS W. HAwEs..... Enw ARD A. JESSER, JR..... Number of Shares( a) 700(b) ,137(b) Percent of Class(c)

3 Name of Beneficial Owner ROBERT w. KEAN, JR... GEORGE J. KNEELAND... walter T. LUCKING... ROBERT H. MULREANY... Number of Shares (a) 52,608(b) 1,500 4,614(b) 564 1,805 w. EMLEN ROOSEVELT H. KENT v ANDERHOEF HAROLD T. WHITE, JR. DIRECTORS AND OFFICERS AS A GROUP... 76,317 Percent of Class(c) (a) None of the directors or officers of the Company owns equity securities of the Company other than common stock. (b) The number of shares listed above includes, in compliance with applicable regulations, shares of common stock held by the spouse or in custody for children or grandchildren of the persons indicated. Such persons disclaim any beneficial ownership of such shares, or any beneficial interest in any shares in which nominees are trustees, custodians or guardians. (c) As of January 30, 1981 each director owned less than.2% of the outstanding common stock of the Company except Mr. Kean, who owned 2.26% of such stock. All of the directors and officers as a group beneficially owned less than 3.28% of such stock as of such date. Directors of the Company. The By-Laws of the Company specify fourteen as the number of directors. They are elected annually and hold office until the next election of directors or until their successors are duly elected and qualify. It is intended that the persons named in the proxy will vote in favor of the nominees set forth below. Period Served as Director Name and Age KATHARINE L. AU CHIN CLOSS, 57 (d)... FRANK J. BORELLI, 45(b ).... PETER DEL CoL, 46( c).... PETER DUDAN, 60( c).... and Business Experience During Past Five Years Served as director since Partner, Resource Consultants, Summit, NJ since December of Since 1976 she has been Chairperson of the Governing Board, National Committee f?r Citizens in Education. Between 1973 and 1978 she served m administrative capacities at Fairleigh Dickinson University, Rutherford, NJ. Served as director since Senior Vice President and a director of Airco Inc., Montvale, NJ. Formerly Managing Partner of the accounting and management consulting firm of Deloitte Haskins & Sells, Bergen County, NJ and Rockland County, NY office. Served as director since Chairman of the Board and Chief Executive Officer, Bradford National Corporation. Served as director since Consultant, Marine Midland Bank of Southeastern New York, NA since Prior to 1975 he was Chairman of the Board and Chief Executive Officer of the Bank. 2 Name and Age RoBERT A. GERBER, 53( a).... DouGLAS W. HAWES, 48(d).... Period Served as Director and Business Experience During Past Five Years Served as director since President, Hackensack Water Company since May of 1979 and Chief Executive Officer of the Company since October, Prior to May of 1979 he was the Company's Executive Vice President. Served as director since Member of the law firm of Le Boeuf, Lamb, Leiby & MacRae. EDWARD A. JESSER, JR., 64( a), (b)... Served as director since Chairman of the Board, United Jersey Banks, Hackensack, NJ. RoBERT W. KEAN, JR., 58( b)... Served as director since Chairman of the Board, Elizabethtown Water Company. GEORGE J. KNEELAND, 64( b)... Served as director since Chairman of the Board, St. Regis Paper Company. 'WALTER T. LUCKING, 66(a)... Served as director since Chairman of the Board, Hackensack Water Company since May of Prior thereto he was President of the Company and served as the Company's Chief Executive Officer until October of 'RoBERTH.MULREANY,65(a),(d)... Served as director since Member of the law firm of DeForest & Duer; Secretary and General Counsel, Hackensack Water Company. W. EMLENROOSEVELT, 63(a), (c)... Served as director since President and Chief Executive Officer, The National State Bank, Elizabeth, NJ. H. KENT VANDERHOFF, 58( c)... Served as director since Chairman and President, Chief Executive Officer, Kay-Fries, Inc. (member, Dynamit-Nobel Group), Stony Point, NY. HAROLD T. WHITE, JR., 66( a), (d)... Served as director since Self-employed investment manager since November, Broker and investment manager at Paine Webber Jackson & Curtis, Inc. from September of 1978 to November of From May until September of 1978 he was a consultant and investment manager at Merrill Lynch Pierce Fenner & Smith and prior thereto served in the same capacity at White, Weld & Co. (a) Member of Executive Committee (,b) Member of Audit Committee (c) Member of Compensation Committee (d) Member of Pension Committee Management Remuneration and Transactions. The information in the table set forth below is given as to each of the five most highly compensated executive officers or directors of the Company who received total remuneration from the Company and its subsidiary, Spring Valley Water Company Incorporated, of more than $50,000 during the last fiscal year. 3

4 In addition to the remuneration set forth below, the Company pays a premium of $1,040 annually on behalf of twelve executive staff persons for travel and accident insurance coverage. The benefit payable under this policy is $100,000 per person covered, the beneficiary thereunder is named by the insured and each of the persons set forth below benefits to the extent of the $86.67 annual premium paid by the Company on his behalf. Name of Individual and Age, or Identity of Group Capacities in Which Served Walter T. Lucking, Chairman of the Board Robert A. Gerber, President and Chief Executive Officer George M. Haskew, Senior Vice President Joseph G. Pope, Vice President-Finance NormanS. Nielsen, Vice President- Customer Relations and Personnel All persons ( 24 in number) as a group who were directors or officers of the Company at any time during the fiscal year ended December 31, Cash and Cash-Equivalent Forms of Remuneration Salaries/ Directors Fees TRASOP, Mileage Allowance and Group Insurance $ 74,400 $ 6,949 90,250 6,000 72,900 5,328 66,100 7,737 59,000 5, ,294 56,914 Aggregate of Contingent Forms of Remuneration: Retirement Plan Contribution by Company $ (a) 15,343 12,393 11,237 10, ,311 Estimated Annual Benefits Upon Retirement at Normal Retirement Date (Computed on an Actuarial Basis $ 54,584 33,950 18,380 31, ,497 (a) Mr. Lucking is not a participant in the Company's retirement plan. The Company, however, has agreed with him to pay to him deferred compensation in the amount of $3,239 per month during his life, commencing on June 1, 1981 if he is in the employ of the Company through May 11, In the event of his death after May 11, 1981 but prior to May 31, 1991, such monthly payments shall continue to be paid until May 31, 1991 to a beneficiary named by him. Alternatively, in the event of Mr. Lucking's death prior to May 12, 1981, while in the employ of the Company, the Company has agreed to pay his beneficiary a death benefit of $35,000 per year, payable for a limited period in accordance with the schedule set forth in the Company's employment agreement with him. The Company has also agreed to pay Mr. Lucking $35,000 per year should his employment cease prior to May 12, 1981 other than by death, such payments to be made in accordance with the schedule set forth in the Company's employment agreement with him. During 1980 the Company allocated $63, 100 in order to provide for the foregoing arrangements. Since May of 1979 directors have been paid $180 for each meeting of the Board of Directors of the Company attended, together with $120 for each meeting of the Board of Directors of Spring Valley Water Company Incorporated attended. Prior to such date the per-meeting attendance fees were $150 and $100, respectively. In addition, effective June 1, 1980 each director is paid an annual retainer in the amount of $2,400 for the Company and $1,600 for Spring Valley. The amounts of the annual retainers were $1,800 4 f and $1, as of June 1, 1979 and prior to that date were $1,440 and $960, respectively. Neither attendance fees nor annual retainers are paid to any director who is also an officer of the Company. During 1980 there were thirteen meetings of the Company's Board of Directors and twelve meetings of that of Spring Valley. The Company and Spring Valley each have four standing committees: an Executive Committee, which, in the interim between Board meetings, exercises Board authority; an Audit Committee, which reviews the financial condition of the Company; a Compensation Committee, which reviews the compensation paid employees; and a Pension Committee, charged with the responsibility of reviewing the Company's retirement plan. Each member of a standing committee is paid a fee for attending meetings, $180 in the case of the Company and $120 in the case of Spring Valley. No such fees are paid to any committee member who is also an officer of the Company. During 1980 the Audit Committee of the Company and Spring Valley each met three times; the Pension Committee twice; the Compensation Committee four times; and the Executive Committee of the Company fifteen times and of Spring Valley fourteen times. During 1980 the total amount paid directors for attending meetings of the Boards of Directors and committee meetings, together with the total amount paid by way of annual retainers, was $91,417. The Company does not have a Nominating Committee charged with reviewing the credentials of nominees for its Board of Directors. During 1980 Mr. Hawes attended nine of thirteen meetings of the Company's Board of Directors. He attended one of two Pension Committee meetings. During the fiscal year ending December 31, 1980, DeForest & Duer, of which Mr. Mulreany is a member, was paid $261, Ill in legal fees and expenses by the Company and its subsidiary, Spring Valley. LeBoeuf, Lamb, Leiby & MacRae, of which Mr. Hawes is a member, was paid $144,466 during the same period. In addition, on December 31, 1980, the Company was indebted to The National State Bank, Elizabeth, New Jersey, in the amount of $500,000. Mr. Roosevelt is the President and Chief Executive Officer of such Bank and Mr. Mulreany and Mr. Kean are members of its Board of Directors. On the same date the Company was indebted to the United Jersey Banks in the amount of $2,,000. Mr. Jesser is Chairman of the Board and Chief Executive Officer of United Jersey Banks, and Mr. Lucking and Mr. Kneeland are directors of United Jersey Bank, a wholly-owned subsidiary. Independent Public Accountants. At its regular meeting held March 5, 1981, the Board of Directors of the Company acted to appoint Price Waterhouse & Co., New York, New York, as auditors for the Company and its subsidiaries for the year At the Annual Meeting it is the intention of the persons named in the proxy enclosed herewith to vote in favor of the ratification, confirmation and approval of such action by the Board of Directors. Price Waterhouse & Co. has performed the function of auditors for the Company and its subsidiaries for many years. A representative of Price Waterhouse & Co. will attend the meeting and, if he so desires, make a statement; he will also respond to appropriate questions. The appointment of Price Waterhouse & Co., by the Board of Directors is based on the recommendation of the Audit Committee, which historically has reviewed both the audit scope and the estimated audit fees and related services for the coming year. 5

5 During 1980 the Company engaged Price Waterhouse and Co. to render certain non-audit services. The fee for these services represented 11.3% of the costs of audit services in 1980, and consisted of assistance with rate filings, consultations with respect to the possible liquidation of the Dundee Water Power and Land Company, and management advisory services regarding financial reporting format revisions. Their assistance with rate filings represented 8.1% of the costs of audit services in For the purpose of the computation of the foregoing percentage relationships, audit service costs include fees and expenses for ( 1) the examination of the consolidated annual financial statements of the Company, (2) assistance and consultation in connection with filings with governmental agencies, ( 3) review of interim financial information and reporting, ( 4) participation in meetings with the Audit Committee in connection with the performance of audit services, ( 5) examination of the employee pension plans of the Company and its subsidiaries, and reviews of reports for filing with the Internal Revenue Service under the Employee Retirement Income Security Act of At its March 4, 1980 meeting, the Audit Committee, reviewed, ratified and approved the nonaudit services described above and concluded that such services will not impair the independence of Price Waterhouse & Co. with respect to their examination of the December 31, 1980 financial statements of the Company and its subsidiaries. At its February 19, 1981 meeting, the Audit Committee ( 1) recommended the appointment of Price Waterhouse & Co. as auditors for 1981, ( 2) approved for 1981 the continuance by that firm of the nonaudit services described above as well as consultations with respect to tax matters and other nonaudit services related to the business of the Company and its subsidiaries, all within prescribed limits, and ( 3) concluded that rendering such nonaudit services does not impair the independence of Price Waterhouse & Co. with respect to their examination of the December 31, 1981 financial statements of the Company and its subsidiaries. Presentation of Stockholder Proposals. Any proposal which a stockholder desires to present at the next Annual Meeting of Stockholders of the Company must be received by the Company at its principal executive office no later than January 4, Harrington Park, New Jersey April 3, 1981 ON BEHALF OF THE BOARD OF DIRECTORS, WALTER T. LUCKING ROBERT H. MULREANY W. EMLEN ROOSEVELT Proxy Committee Cost of Proxy Solicitation. The cost of preparing, assembling and mailing this proxy statement, Notice of Annual Meeting and form of proxy will be borne by the Company. No compensation is being paid by the Company for the solicitation of proxies. The Company will request brokerage houses, custodians, nominees and fiduciaries to forward the proxy material to the beneficial owners of the stock held of record by such persons. The cost thereof is estimated not to exceed $3,500. Other Matters for the Meeting. No other business is to be presented to the meeting so far as is now known or foreseen, but in the event that any other matter is properly presented by others than the Board of Directors, it is intended to vote the enclosed proxy upon it according to the judgment of the person or persons voting the proxies. 6 7