-----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, C29YgyUtoXas0oU9JVG6e6xdC64EjpidAs6cnNzSBQ7g7yWUxGfSKYHONqRJpY/y FfCfGqODDM9jmivXg3ZWIQ== 0001181431-10-016190.txt : 20100312 0001181431-10-016190.hdr.sgml : 20100312 20100312203848 ACCESSION NUMBER: 0001181431-10-016190 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100302 FILED AS OF DATE: 20100312 DATE AS OF CHANGE: 20100312 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Diserio Matthew J CENTRAL INDEX KEY: 0001487085 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08176 FILM NUMBER: 10679460 MAIL ADDRESS: STREET 1: C/O WATER ASSET MANAGEMENT STREET 2: 509 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Deane Disque D Jr CENTRAL INDEX KEY: 0001487105 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08176 FILM NUMBER: 10679459 MAIL ADDRESS: STREET 1: C/O WATER ASSET MANAGEMENT STREET 2: 509 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Water Asset Management LLC CENTRAL INDEX KEY: 0001423875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08176 FILM NUMBER: 10679463 BUSINESS ADDRESS: STREET 1: 425 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-754-5132 MAIL ADDRESS: STREET 1: 425 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRF Master Fund (Cayman) LP CENTRAL INDEX KEY: 0001487090 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08176 FILM NUMBER: 10679462 BUSINESS ADDRESS: STREET 1: C/O TURNER AND ROULSTONE, PO BOX 2636 STREET 2: STRATHVALE HOUSE, 90 NORTH CHURCH ST. CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1102 BUSINESS PHONE: (345) 943-5555 MAIL ADDRESS: STREET 1: C/O TURNER AND ROULSTONE, PO BOX 2636 STREET 2: STRATHVALE HOUSE, 90 NORTH CHURCH ST. CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Water Investment Advisors (Cayman) Ltd. CENTRAL INDEX KEY: 0001487092 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08176 FILM NUMBER: 10679461 BUSINESS ADDRESS: STREET 1: C/O TURNER AND ROULSTONE, PO BOX 2636 STREET 2: STRATHVALE HOUSE, 90 NORTH CHURCH ST. CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1102 BUSINESS PHONE: (345) 943-5555 MAIL ADDRESS: STREET 1: C/O TURNER AND ROULSTONE, PO BOX 2636 STREET 2: STRATHVALE HOUSE, 90 NORTH CHURCH ST. CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1102 3 1 rrd269867.xml FORM 3 X0203 3 2010-03-02 0 0000092472 SOUTHWEST WATER CO SWWC 0001423875 Water Asset Management LLC 509 MADISON AVENUE NEW YORK NY 10022 0 0 0 1 Member of 10% owner group 0001487090 TRF Master Fund (Cayman) LP C/O TURNER AND ROULSTONE MANAGEMENT LTD 90 NORTH CHURCH STREET GRAND CAYMAN E9 KY1-1102 CAYMAN ISLANDS 0 0 0 1 Member of 10% owner group 0001487092 Water Investment Advisors (Cayman) Ltd. C/O TURNER AND ROULSTONE MANAGEMENT LTD 90 NORTH CHURCH STREET GRAND CAYMAN E9 KY1-1102 CAYMAN ISLANDS 0 0 0 1 Member of 10% owner group 0001487085 Diserio Matthew J C/O WATER ASSET MANAGEMENT LLC 509 MADISON AVENUE NEW YORK NY 10022 0 0 0 1 Member of 10% owner group 0001487105 Deane Disque D Jr C/O WATER ASSET MANAGEMENT LLC 509 MADISON AVENUE NEW YORK NY 10022 0 0 0 1 Member of 10% owner group Common Stock 1173969 I By TRF Master Fund (Cayman) LP Water Asset Management LLC, a Delaware limited liability company ("WAM") may be deemed to be a member of a "group", within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that includes SW Merger Acquisition Corp., a Delaware corporation ("Parent"), TRF Master Fund (Cayman) LP, a Cayman Islands limited partnership (the "WAM Stockholder"), Water Investment Advisors (Cayman) Ltd., a Cayman Islands exempted company (the "WAM General Partner"), Matthew J. Diserio, an individual ("Mr. Diserio"), Disque D. Deane Jr., an individual ("Mr. Deane" and together with WAM, WAM Stockholder, WAM General Partner and Mr. Diserio, the "WAM Investors"), IIF Subway Investment LP, a Delaware limited partnership ("IIF") and IIF Water Manager LLC, a Delaware limited liability company ("IIF GP" together with IIF, the "IIF Investors", and collectively with WAM Investors, the "Investors"). (Continued in footnote 2) WAM Stockholder, WAM General Partner and the IIF Investors are the direct or indirect owners of Parent. WAM is the investment manager of WAM Stockholder. Parent, JPMorgan IIF Acquisitions LLC ("IIF Acquisitions"), WAM and SouthWest Water Company, a Delaware corporation ("SouthWest") have entered into a binding letter of intent, dated March 2, 2010 (the "Binding Letter"), under which Parent is to acquire an aggregate of 2,700,000 shares of common stock of SouthWest (the "Parent Shares"). (Continued in footnote 3) Concurrent with the execution of the Binding Letter, SouthWest, Parent and SW Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub") entered into an Agreement and Plan of Merger, dated as of March 2, 2010 (the "Merger Agreement"), pursuant to which Parent will acquire all of the outstanding common stock of SouthWest. Pursuant to the Binding Letter, the acquisition of the Parent Shares is required to take place within 10 business days after the execution of the Merger Agreement. The Binding Letter and the Merger Agreement are separate transactions that include, among other things, different conditions to each party's obligation to close the transaction and different termination rights. (Continued in footnote 4) WAM Stockholder acquired the 1,173,969 shares of common stock of SouthWest reported on this Form 3 (the "WAM Shares") prior to the execution and delivery of the Binding Letter. Each of WAM, WAM General Partner and Messrs. Diserio and Deane expressly disclaims beneficial ownership of any of the shares of common stock of SouthWest that may be beneficially owned by the Investors (other than to the extent of such person's respective pecuniary interests in the WAM Shares) and expressly declares that the filing of this Form 3 shall not be construed as an admission that such person is the beneficial owner of the shares of Common Stock that may be beneficially owned by the Investors (other than to the extent of such person's respective pecuniary interests in the WAM Shares). (Continued in footnote 5) WAM Stockholder expressly disclaims beneficial ownership of any of the shares of Common Stock that may be beneficially owned by the Investors (other than the WAM Shares) and expressly declares that the filing of this Form 3 shall not be construed as an admission that it is the beneficial owner of the shares of Common Stock that may be beneficially owned by the Investors (other than the WAM Shares). The names and addresses of the reporting persons other than WAM (defined below) are set forth on Exhibit I attached hereto. /s/ Matthew J. Desario, as President for WATER ASSET MANAGEMENT LLC 2010-03-12 /s/ Matthew J. Desario, as Director for TRF MASTER FUND (CAYMAN) LP 2010-03-12 /s/ Matthew J. Desario, as Director for WATER INVESTMENT ADVISORS (CAYMAN) LTD. 2010-03-12 /s/ Matthew J. Desario 2010-03-12 /s/ Disque D. Deane Jr. 2010-03-12 EX-24. 2 rrd241658_272741.htm EXHIBIT rrd241658_272741.html 
                                   Exhibit I

Reporting Person                         Address
- ----------------                         -------

TRF Master Fund (Cayman) LP              c/o Turner and Roulstone Management Ltd
                                         PO Box 2636, Strathvale House
                                         90 North Church Street
                                         Grand Cayman KY1-1102
                                         Cayman Islands

Water Investment Advisors (Cayman) Ltd.  c/o Turner and Roulstone Management Ltd
                                         PO Box 2636, Strathvale House
                                         90 North Church Street
                                         Grand Cayman KY1-1102
                                         Cayman Islands

Matthew J. Diserio                       c/o Water Asset Management LLC
                                         509 Madison Avenue
                                         New York, NY 10022

Disque D. Deane, Jr.                     c/o Water Asset Management LLC
                                         509 Madison Avenue
                                         New York, NY 10022
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