0000092472-10-000061.txt : 20100914 0000092472-10-000061.hdr.sgml : 20100914 20100914172105 ACCESSION NUMBER: 0000092472-10-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100914 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100914 DATE AS OF CHANGE: 20100914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST WATER CO CENTRAL INDEX KEY: 0000092472 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 951840947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08176 FILM NUMBER: 101072179 BUSINESS ADDRESS: STREET 1: ONE WILSHIRE BUILDING STREET 2: 624 SOUTH GRAND AVENUE, SUITE 2900 CITY: LOS ANGELES STATE: CA ZIP: 90017-3782 BUSINESS PHONE: 213 929 1800 MAIL ADDRESS: STREET 1: ONE WILSHIRE BUILDING STREET 2: 624 SOUTH GRAND AVENUE, SUITE 2900 CITY: LOS ANGELES STATE: CA ZIP: 90017-3782 FORMER COMPANY: FORMER CONFORMED NAME: SUBURBAN WATER SYSTEMS DATE OF NAME CHANGE: 19751202 8-K 1 swwc8-kforpressrelease.htm SWWC 8-K swwc8-kforpressrelease.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 13, 2010

SouthWest Water Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware

0-8176

95-1840947

(State of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

One Wilshire Building
624 South Grand Avenue, Suite 2900
Los Angeles, CA 90017-3782

(Address of principal executive offices) (Zip Code)

(213) 929-1800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report date)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On September 13, 2010, SouthWest Water Company (the “Company”) announced the completion of the merger of SW Merger Sub Corp. (“Merger Sub”), a Delaware corporation, with and into the Company (the “Merger”), pursuant to an Agreement and Plan of Merger dated as of March 2, 2010 (the “Merger Agreement”), among the Company, SW Merger Acquisition Corp. (“Parent”) and Merger Sub. As a result of the Merger, all of the issued and outstanding capital stock of the Company is currently owned by Parent, which in turn is owned by institutional investors advised by J.P. Morgan Asset Management and Water Asset Management, L.L.C.

Item 8.01 Other Events

A copy of the press release issued by the Company on September 13, 2010, announcing the completion of the Merger is furnished and attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		*Description*
99.1		Press release dated September 13, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		SOUTHWEST WATER COMPANY (Registrant)

		By:	/s/ William K. Dix
			Name:	William K. Dix
			Title:	Vice President, General Counsel and Corporate Secretary
Date:	September 13, 2010


	DAL:1004276/00001:1956542v3

EX-99.1 2 swwccompletesmerger.htm SWWC EXHIBIT 99.1 swwccompletesmerger.htm - Generated by SEC Publisher for SEC Filing

SouthWest Water Announces

Completion of Merger

LOS ANGELES, September 13, 2010– SouthWest Water Company (Nasdaq:SWWC) today announced the completion of its merger in which institutional investors advised by J.P. Morgan Asset Management and Water Asset Management, LLC have acquired the company.

"This partnership enhances SouthWest Water’s ability to invest in systems that will benefit the communities the company serves and ensures continued responsiveness to the needs of local customers" said Mark Swatek, president and chief executive officer of SouthWest Water. “The company’s new owners are deeply committed to our industry and their long-term perspective was instrumental in securing the approvals required to complete this transaction several months earlier than expected.”

Pursuant to the terms of the merger agreement, SouthWest Water stockholders are entitled to receive $11.00 in cash, without interest and less any applicable withholding taxes, for each share of the company’s common stock. Effective with the close of trading today, SouthWest Water’s common stock will cease trading on the Nasdaq Stock Market.

Stockholders of record will receive a letter of transmittal and instructions on how to surrender their shares in exchange for the merger consideration. Stockholders of record should wait to receive the letter of transmittal before surrendering their shares.

About SouthWest Water

SouthWest Water Company provides a broad range of operations, maintenance and management services, including water production, treatment and distribution; wastewater collection and treatment; customer service; and utility infrastructure construction management. The company owns regulated public utilities and also serves cities, utility districts and private companies under contract. More than a million people in nine states depend on SouthWest Water for high-quality, reliable service. Additional information may be found on the company’s website: www.swwc.com.

About J.P. Morgan Asset Management – Global Real Assets

J.P. Morgan Asset Management – Global Real Assets has approximately $44.6 billion in real estate and infrastructure assets under management, as of June 30, 2010. With a 40-year history of successful investing and a staff of 362 professionals, J.P. Morgan Asset Management – Global Real Assets identifies, analyzes, negotiates, acquires, develops, redevelops, renovates, operates, maintains, finances and sells assets, on behalf of its clients. J.P. Morgan Asset

Management's broad investment capabilities and framework for analyzing opportunities in today's complex real estate and infrastructure markets provide critical insights for its institutional clients in both the public and private markets.

About Water Asset Management:

Water Asset Management is a global equity investor in public and private water related companies and assets. Those include regulated water and wastewater utilities, water infrastructure companies, water test and measurement equipment, water treatment technologies, and water resources including water rights, storage and effluent credits. Water Asset Management combines investment management with water industry operating and capital allocation experience.

For Further Information:

CONTACT: DeLise Keim

VP Corporate Communications

213.929.1846

SouthWest Water Company

624 S. Grand Ave., Suite 2900

Los Angeles, CA 90017

www.swwc.com

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