EXHIBIT 99.1
 
                         DOMINGUEZ SERVICES CORPORATION
             SPECIAL MEETING OF SHAREHOLDERS                , 1999
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
     The undersigned hereby appoints                     and
                    , and each of them, as proxies for the undersigned, with the
full power of substitution, to act and to vote as designated on the reverse side
of this Proxy with respect to the approval of the Merger Agreement, and to act
and vote in their discretion with respect to any other matters properly brought
before the meeting, all the shares the undersigned would be entitled to vote at
the Special Meeting of Shareholders of Dominguez Services Corporation on March
  , 1999 and at any adjournment of postponement thereof. Both of the proxies
present and acting at the meeting or any adjournment or postponement thereof
(or, if only one shall be present and act, then that one) shall vote this Proxy.
 
     PLEASE SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY WILL NOT BE USED IF YOU ATTEND THE MEETING AND SO REQUEST.
 
     The Board of Directors recommends a vote "FOR" approval of the Merger
Agreement.
 
     The Shareholder(s) signing this Proxy hereby revoke(s) any proxy heretofore
given to vote at said meeting and any adjournment or postponement thereof.
 
     Receipt of the Notice of Special Meeting of Shareholders and the Proxy
Statement is hereby acknowledged.
 
     THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
BY THE SHAREHOLDER(S). IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED "FOR" APPROVAL OF THE MERGER AGREEMENT.
 
             (Continued and to be signed and dated on reverse side)
- --------------------------------------------------------------------------------
 
 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE MERGER AGREEMENT
 
                                                           [X] PLEASE MARK
                                                            YOUR VOTE
                                                            LIKE THIS
 
APPROVAL of the Merger Agreement     FOR  [ ]     AGAINST  [ ]     ABSTAIN  [ ]
 
Signature(s) ____________________________________________                   Date
__________________
 
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.