-----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, MgXhZmASSIK3XzaRNFNOjqbB1wfL2vmn1OzcrPkdtLqhUAXV1FipqEkQikbkJBPw txm7jAWL45fEzHHxWscOvw== 0001104659-05-030801.txt : 20050630 0001104659-05-030801.hdr.sgml : 20050630 20050630172903 ACCESSION NUMBER: 0001104659-05-030801 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050630 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 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: 05929621 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: 2139291800 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 a05-11743_18k.htm 8-K

 

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:  June 30, 2005

(Date of earliest event reported)

 

SOUTHWEST WATER COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-8176

 

95-1840947

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

One Wilshire Building

624 South Grand Avenue, Suite 2900

Los Angeles, CA 90017-3782

(Address of principal executive offices, including zip code)

 

(213) 929-1800

Registrant’s telephone number, including area code

 

                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:

 

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

 

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

 

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

                (17 CFR 240.14d-2(b))

 

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

                (17 CFR 240.13e-4(c))

 

 



 

Item 7.01               Regulation FD Disclosure.

 

On June 30, 2005, Southwest Water Company issued a press release announcing the completion of the sale of its wholly-owned subsidiary, Master Tek International, Inc.  A copy of Southwest Water Company’s press release is attached as Exhibit 99.1.

The information in this Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Item shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01               Other Events.

 

Southwest Water Company has completed the sale of Master Tek International, Inc., a wholly-owned subsidiary that provides utility sub-metering and billing and collection services for multi-family residential properties nationwide, to Minol USA for approximately $12 million.

Southwest Water expects to record a pretax loss of approximately $4 million on the sale, excluding historical business results.  The company sold the stock of Master Tek, for which it received net cash of approximately $10 million after transaction costs and other retained liabilities.  Both the loss on sale and historical business results of Master Tek will be reflected as discontinued operations in the company’s financial statements.

 

Item 9.01               Financial Statements and Exhibits

 

(a)

Not applicable.

 

 

(b)

Not applicable.

 

 

(c)

Exhibits.

 

 

                The following exhibit to this current report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01:

 

No.

 

Exhibit Name

 

 

 

99.1

 

Southwest Water Company Press Release dated June 30, 2005

 

2



 

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.

 

Dated:    June 30, 2005

 

SOUTHWEST WATER COMPANY

 

 

 

 

 

By:  

/s/ Shelley A. Farnham

 

 

 

Shelley A. Farnham

 

 

 

Vice President —Human Resources

 

 

 

and Secretary

 

 

3



 

EXHIBIT INDEX

 

 

No.

 

Exhibit Name

 

 

 

 

 

 

The following exhibit to this current report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01:

 

 

 

 

 

 

99.1

 

Southwest Water Company Press Release dated June 30, 2005

 

 

4


EX-99.1 2 a05-11743_1ex99d1.htm EX-99.1

 

Exhibit 99.1

 

Southwest Water Company

Sells Master Tek Subsidiary

 

LOS ANGELES—June 30, 2005—Southwest Water Company (NASDAQ:SWWC) today announced that it has sold Master Tek International, Inc., a wholly owned subsidiary that provides utility submetering and billing and collection services for multi-family residential properties nationwide, to Minol USA for approximately $12 million. Southwest Water does not anticipate that this sale will have a significant impact on its ongoing operations.

 

Southwest Water expects to record a pretax loss of approximately $4 million on the sale.  The company sold the stock of Master Tek, for which it received net cash of approximately $10 million after transaction costs and other retained liabilities.  Both the loss on sale and historical business results of Master Tek will be reflected as discontinued operations in the company’s financial statements.

 

Acquired by Southwest Water in April 2000, Master Tek employed approximately 50 people at the time of the sale, had revenues of approximately $8.4 million in 2004 and total assets of $15.9 million as of December 31, 2004.

 

Anton C. Garnier, Southwest Water chairman and chief executive officer, said, “We completed a strategic review process and concluded that the growth opportunities involving our core competencies of operating and managing water and wastewater systems exceed those of the submetering business.   In the five years since we acquired Master Tek, significant changes in the utility submetering market have reduced our ability to grow the business profitably without making a significant capital commitment.  We also determined that submetering services did not provide benefits to our other businesses and at this time, a sale to a company that specializes in the submetering industry is the best solution.  We believe rate-regulated water and wastewater utilities and contract services offer the potential for a higher return on investment, and for that reason it simply makes sense for us to focus our efforts on what we do best.”

 



 

Southwest Water Company provides a broad range of operations, management and maintenance 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 two million people from coast to coast depend on Southwest Water for high-quality, reliable service. Additional information may be found on the company’s Web site: www.swwc.com.

 

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including expectations relating to future revenues and income, the company’s ability to gain new business and control costs, involve risks and uncertainties, as well as assumptions that, if they prove incorrect or never materialize, could cause the results of the company to differ materially from those expressed or implied by such forward-looking statements. Actual results may differ materially from these expectations due to changes in regulatory, political, weather, economic, business, competitive, market, environmental and other factors. More detailed information about these factors is contained in the company’s filings with the Securities and Exchange Commission, including the company’s 2004 Annual Report on Form 10-K. The company assumes no obligation to update these forward-looking statements to reflect any change in future events.

 

For Further Information:

 

Southwest Water Company

PondelWilkinson Inc.

624 S. Grand Ave., Suite 2900

1880 Century Park East, Suite 700

Los Angeles, CA 90017

Los Angeles, CA 90067

(213) 929-1800

(310) 279-5969

www.swwc.com

www.pondel.com

CONTACT:

Cheryl L. Clary

CONTACT:

Robert Jaffe

 

Chief Financial Officer

 

Vice President

 

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