FORM OF PROXY CARD FOR SPECIAL MEETING.

EXHIBIT 99.1

DOMINGUEZ SERVICES CORPORATION
SPECIAL MEETING OF SHAREHOLDERS MAY 12, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


The undersigned hereby appoints Brian J. Brady and John S. Tootle, 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 Amended 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 May 12, 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 Amended
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 AMENDED MERGER
AGREEMENT.


(Continued and to be signed and dated on reverse side)
- --------------------------------------------------------------------------------


THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDED 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.