-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HTq/BaR0RMJDGtN1tetTeoFo3C0L3aKfYWmx3m4KyNGzGNpEBr85qPwsAORQ8IHP hjO2oaPmsQN0OzZLYimrJQ== 0001089447-10-000012.txt : 20100304 0001089447-10-000012.hdr.sgml : 20100304 20100304140218 ACCESSION NUMBER: 0001089447-10-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100304 DATE AS OF CHANGE: 20100304 GROUP MEMBERS: MCM CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31592 FILM NUMBER: 10656665 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MMI INVESTMENTS, L.P. CENTRAL INDEX KEY: 0001089447 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 141810589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-586-4333 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: MMI INVESTMENTS LP DATE OF NAME CHANGE: 20020717 FORMER COMPANY: FORMER CONFORMED NAME: MMI INVESTMENTS II-A LP DATE OF NAME CHANGE: 19990623 SC 13D/A 1 swwc-13da_amendment1.htm AMENDMENT NO. 1 TO SCHEDULE 13D swwc-13da_amendment1.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 1)1

SouthWest Water Company
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

845331107
(CUSIP Number)

Jerome J. Lande
MMI Investments, L.P.
1370 Avenue of the Americas
New York, New York 10019
(212) 586-4333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 March 3, 2010
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)

 
 
1.
 
NAMES OF REPORTING PERSONS......MMI Investments, L.P.
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) x
 
(b) o
 
3.
 
SEC USE ONLY
 
 
 
4.
 
SOURCE OF FUNDS
 
WC
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
o
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
7. SOLE VOTING POWER
 
500,000
 
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
 
- 0 -
 
EACH
REPORTING
9. SOLE DISPOSITIVE POWER
 
500,000
 
PERSON
WITH
10. SHARED DISPOSITIVE POWER
 
- 0 -
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
 
500,000
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.0%
 
14.
 
TYPE OF REPORTING PERSON
 
PN
 


 
- Page 2 of 8 -

 
CUSIP No. 845331107
   
 

1.
 
NAMES OF REPORTING PERSONS....MCM Capital Management, LLC
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) x
 
(b) o
 
3.
 
SEC USE ONLY
 
 
 
4.
 
SOURCE OF FUNDS
 
AF
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
o
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
7. SOLE VOTING POWER
 
500,000
 
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
 
- 0 -
 
EACH
REPORTING
9. SOLE DISPOSITIVE POWER
 
500,000
 
PERSON
WITH
10. SHARED DISPOSITIVE POWER
 
- 0 -
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
 
500,000
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.0%
 
14.
 
TYPE OF REPORTING PERSON
 
OO
 


 
- Page 3 of 8 -

 
CUSIP No. 845331107
   

 
1.
 
NAMES OF REPORTING PERSONS......Clay B. Lifflander
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) x
 
(b) o
 
3.
 
SEC USE ONLY
 
 
 
4.
 
SOURCE OF FUNDS
 
 
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
 
o
 
6.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER OF
SHARES
7. SOLE VOTING POWER
 
- 0 -*
 
BENEFICIALLY
OWNED BY
8. SHARED VOTING POWER
 
- 0 -
 
EACH
REPORTING
9. SOLE DISPOSITIVE POWER
 
- 0 -*
 
PERSON
WITH
10. SHARED DISPOSITIVE POWER
 
- 0 -
 
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
 
- 0 -*
 
12.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
13.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%*
 
14.
 
TYPE OF REPORTING PERSON
 
IN
 
 
 
* See Item 5. 
 
 
 


 
- Page 4 of 8 -

 
CUSIP No. 845331107
   
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth.
 
 
Item 3.
Source and Amount of Funds or Other Consideration
 

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 500,000 Shares owned by MMI Investments is $3,084,805; the source of funds is MMI Investments’ working capital.
 
Item 5.
Interest in Securities of the Issuer
 

Item 5 is hereby amended and restated to read as follows:

(a)-(b)                      The aggregate percentage of Shares reported owned by each Reporting Person is based upon 24,875,369 Shares outstanding as of October 31, 2009, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2009.

As of the close of business on March 3, 2010, MMI Investments directly owned 500,000 Shares, constituting approximately 2.0% of the Shares outstanding.  MMI Investments has the sole power to direct the vote and disposition of such Shares on the date of this Statement.  MCM does not directly own any Shares.  However, by virtue of being the general partner of MMI Investments, MCM may be deemed to be the beneficial owner of the Shares owned by MMI Investments and to have sole power over the voting and disposition of such Shares as a result of its having the sole power to make voting and disposition decisions on behalf of MMI Investments with respect to such Shares.  Mr. Lifflander does not directly own any Shares.  However, as a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Lifflander may be deemed to beneficially own the Shares owned by MMI Investments.  Mr. Lifflander disclaims beneficial ownership of such Shares, except to the extent of his pecuniary interest therein.

Except as described above, as of the date hereof, to each Reporting Person’s knowledge, none of the persons listed on Schedule I owns any Shares or has any right to acquire, directly or indirectly, any beneficial ownership of Shares.

(c)                      Except for the open market sales of Shares by MMI Investments set forth in Schedule II attached hereto and incorporated herein by reference, there have been no transactions with respect to the Shares since the filing of the Schedule 13D through March 3, 2010 by MMI Investments, MCM or Mr. Lifflander, or, to each Reporting Person’s knowledge, any of the persons listed on Schedule I.

(d)                      No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.

(e)                      As of March 3, 2010, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares.
 



- Page 5 of 8 -

 
CUSIP No. 845331107
   
 

SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:   March 4, 2010

 
MMI INVESTMENTS, L.P.
   
 
By:
MCM Capital Management, LLC
General Partner
   
 
By:
 /s/ JEROME J. LANDE 
   
Jerome J. Lande
   
Executive Vice President


 
MCM CAPITAL MANAGEMENT, LLC
   
 
By:
 /s/ JEROME J. LANDE 
   
Jerome J. Lande
   
Executive Vice President


   /s/ CLAY B. LIFFLANDER 
 
Clay B. Lifflander


 

 
- Page 6 of 8 -

 
CUSIP No. 845331107
   

SCHEDULE I

MCM Capital Management, LLC ("MCM")
Voting Members and Executive Officers
 

 
Name and Business Address
Position and Principal Occupation
   
John S. Dyson
1370 Avenue of the Americas
New York, New York 10019
Voting Member and Chairman of MCM;
Voting Member and Chairman of Millcap Advisors, LLC ("Millcap"), a Delaware limited liability company
1370 Avenue of the Americas, New York, New York 10019
   
Clay B. Lifflander
1370 Avenue of the Americas
New York, New York 10019
Voting Member and President of MCM;
Voting Member and President of Millcap
   


 
- Page 7 of 8 -

 
CUSIP No. 845331107
   
 
SCHEDULE II

Transactions in the Shares Since the Filing of the Schedule 13D

Shares of Common Stock
Purchased / (Sold)
Price Per
Share($)
Date of
Purchase / Sale
 
 
MMI Investments, L.P.
 
(750,000)
10.47
03/03/2010
 
 
 
 
 
 
 
 
 
 
 
 

- Page 8 of 8 -

 
-----END PRIVACY-ENHANCED MESSAGE-----