-----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, DyGljO1vxtGkSBl57xOJus5yRIzDdloieWg1gpXUBBJCmXiPxgpZbMer7sdbdo/t EOOV9WdKTkDqLpvXldC9IQ== 0001157523-09-004309.txt : 20090603 0001157523-09-004309.hdr.sgml : 20090603 20090603120119 ACCESSION NUMBER: 0001157523-09-004309 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090528 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090603 DATE AS OF CHANGE: 20090603 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: 09870436 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 a5975955.htm SOUTHWEST WATER COMPANY 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 (Date of earliest event reported) May 28, 2009

SOUTHWEST WATER COMPANY
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 0-8176 95-1840947

(State or Other Jurisdiction of
Incorporation or Organization)

(Commission File Number)

(IRS Employer
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)

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))


Item 1.01            Entry into a Material Definitive Agreement

On May 28, 2009, the Company entered into an Amendment to its Credit Agreement dated as of February 15, 2008, among the Company, as borrower, the several lender parties thereto, including Bank of America, as Administrative Agent.

The Amendment cures existing events of default in the covenants and grants the Company until June 10, 2009 to file its annual report on Form 10-K for the year ended December 31, 2008 and until July 13, 2009 to file its quarterly reports on Form 10-Q for quarters ended September 30, 2008 and March 31, 2009. The Amendment also clarifies the definition of certain other terms and covenant calculations in the original agreement as well as reduces the total available capacity on the line to $110 million from $150 million.

The new interest rate will be LIBOR plus 400 basis points with the opportunity to reduce the rate to LIBOR plus 300 basis points when debt to total capitalization ratio is less than 50%.  The Company has been paying LIBOR plus 350 under its current waiver. There is no change to the term of the loan.

Item 9.01            Financial Statements and Exhibits

The following exhibits are filed with this Current Report :

(d)  Exhibits

99.1 Press Release dated May 29, 2009.



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 thereunto duly authorized.


SOUTHWEST WATER COMPANY

 

 

 

 

By:

/s/ William K. Dix

William K. Dix

General Counsel and

Corporate Secretary

 

Dated:

June 3, 2009

EX-99.1 2 a5975955ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

SouthWest Water Company Completes Amendment with Banking Syndicate

LOS ANGELES--(BUSINESS WIRE)--May 29, 2009--SouthWest Water Company (NASDAQ:SWWC), a leading provider of water, wastewater and public works services, today announced that it has completed an amendment to its credit facility with its banking syndicate.

The amendment cures existing events of default in the covenants and grants the company until June 10, 2009 to file its annual report on Form 10-K for the year ended December 31, 2008 and until July 13, 2009 to file its quarterly reports on Form 10-Q for quarters ended September 30, 2008 and March 31, 2009. The amendment also clarifies the definition of certain other terms and covenant calculations in the original agreement as well as reduces the total available capacity on the line to $110 million from $150 million.

The new interest rate will be LIBOR plus 400 basis points with the opportunity to reduce the rate to LIBOR plus 300 basis points when debt to total capitalization ratio is less than 50%. The company has been paying LIBOR plus 350 under its current waiver. There is no change to the term of the loan.

The recent $60 million proceeds from the settlement of eminent domain proceedings at the company’s New Mexico utility enabled the company to pay down part of the line as well as pay-off mortgage bonds at the New Mexico utility, thus reducing total borrowing of the company. The outstanding amount on the line of credit as of May 28, 2009 was $72.4 million.

About SouthWest Water Company

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 9 states depend on SouthWest Water for high-quality, reliable service. Additional information may be found on the company’s website: www.swwc.com.


Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including expectations relating to the anticipated timing of SEC filings, 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 unexpected developments discovered in the process of the expanded review of the financial statements and other factors. The company assumes no obligation to update these forward-looking statements to reflect any change in future events.

CONTACT:
SouthWest Water Company
DeLise Keim
VP Communications
(213) 929-1846
www.swwc.com

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