-----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, HzDtbwKl1qvKFlCQfbI3Zi51MtVGPjjZVfI9PBkMY9PAb8/8qbTor+EXgWsXvkCq /s6pGJBIZJFNlL7CW1OlOA== 0001157523-04-004265.txt : 20040503 0001157523-04-004265.hdr.sgml : 20040503 20040503122319 ACCESSION NUMBER: 0001157523-04-004265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040430 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040503 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: 04772440 BUSINESS ADDRESS: STREET 1: 225 N BARRANCA AVE STREET 2: STE 200 CITY: WEST COVINA STATE: CA ZIP: 91791-1605 BUSINESS PHONE: 6269151551 MAIL ADDRESS: STREET 1: 225 N BARRANCA AVENUE STREET 2: SUITE 200 CITY: WEST COVINA STATE: CA ZIP: 91791-1605 FORMER COMPANY: FORMER CONFORMED NAME: SUBURBAN WATER SYSTEMS DATE OF NAME CHANGE: 19751202 8-K 1 a4630460.txt SOUTHWEST WATER COMPANY 8-K DOCUMENT ================================================================================ ================================================================================ 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: April 30, 2004 (Date of earliest event reported) SOUTHWEST WATER COMPANY (Exact name of registrant as specified in its charter) Delaware 0-8176 95-1840947 (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) One Wilshire Building 624 South Grand Avenue, Suite 2900 Los Angeles, California 90017-3782 (Address of principal executive offices, including zip code) (213) 929-1800 (Registrant's telephone number, including area code) ================================================================================ ================================================================================ ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. On May 3, 2004, Southwest Water Company announced that it had entered into an agreement with Tecon Water Holdings, L.P. to acquire Tecon's water and wastewater systems. The completion of the acquisition is subject to certain conditions, including the receipt of regulatory approval. A copy of Southwest Water's press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference into Item 5. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press release issued by Southwest Water Company on May 3, 2004. SIGNATURE 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: May 3, 2004 SOUTHWEST WATER COMPANY By: /s/ Richard J. Shields -------------------------- Richard J. Shields Chief Financial Officer EX-99.1 2 a4630460ex99.txt PRESS RELEASE Exhibit 99.1 Southwest Water Company to Acquire Water Utilities in Texas and Oklahoma LOS ANGELES--(BUSINESS WIRE)--May 3, 2004--Southwest Water Company (Nasdaq:SWWC) today announced signing a purchase agreement to acquire 87 water utilities and 12 wastewater utilities from Tecon Water Holdings, L.P. The approximately $63 million purchase price will be paid by the assumption of existing debt and the remainder in cash. Pending regulatory approval, the transaction is expected to close in the third quarter of 2004. The Tecon utilities currently serve approximately 21,000 water and 4,000 wastewater connections in Texas and 250 water and wastewater connections in Oklahoma. Southwest Water anticipates employing most of the approximately 100 employees currently working for the utilities. Anton C. Garnier, Southwest Water chairman and chief executive officer, said: "This acquisition will expand our water and wastewater business in Texas, where our Utility Group currently owns approximately 5,000 water and wastewater connections, and our Services Group provides operation and maintenance services to more than 600,000 people. The new utilities will expand our services footprint into the Dallas/Fort Worth and east Texas regions. We look forward to welcoming new employees to the Southwest Water team. Our new customers will receive the benefit of our experience in managing utility systems, and we look forward to providing them with the same level of award-winning service on which we have built our reputation." Garnier continued: "Last year Southwest Water invested over $30 million in capital improvements -- primarily in our water and wastewater systems. We plan to make immediate investments in the Tecon utilities, thereby increasing the reliability and quality of service. Importantly, we believe this acquisition offers added value for our stockholders, since we expect the transaction to be accretive." Tecon Water Holdings Chief Executive Officer Charles W. Wolcott said: "We are pleased to have our utility systems and customers served by Southwest Water, a well-respected company exclusively focused on water and wastewater operations. We are confident that our customers, employees and communities will be well served by Southwest Water, which has received numerous service awards in its 50-year history of excellence in water utility operations." Southwest Water will discuss this acquisition in its quarterly earnings teleconference, details of which will be announced shortly. Southwest Water Company provides a broad range of services: water production, treatment and distribution; wastewater collection and treatment; public works services; utility billing and collection; 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 in 35 states 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 involve risks and uncertainties, as well as assumptions that, if they prove incorrect or never materialize, could cause the results to differ materially from those expressed or implied by such forward-looking statements. More detailed information about risk factors that may affect the Company is contained in the company's filings with the Securities and Exchange Commission, including the Company's 2003 Annual Report on Form 10-K. The company assumes no obligation to update these forward-looking statements. CONTACT: Southwest Water Company Richard J. Shields, 213-929-1800 www.swwc.com or PondelWilkinson Inc. Cecilia Wilkinson or Robert Jaffe, 323-866-6089 or 323-866-6007 www.pondel.com -----END PRIVACY-ENHANCED MESSAGE-----