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)
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)
February 12,
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
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however,
see
the
Notes
).
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
|
1,250,000
|
BENEFICIALLY
OWNED BY
|
8. SHARED VOTING POWER
|
-
0 -
|
EACH
REPORTING
|
9. SOLE DISPOSITIVE POWER
|
1,250,000
|
PERSON
WITH
|
10. SHARED DISPOSITIVE POWER
|
-
0 -
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,250,000
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
5.0%
|
14.
|
TYPE OF REPORTING PERSON
|
PN
|
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
|
1,250,000
|
BENEFICIALLY
OWNED BY
|
8. SHARED VOTING POWER
|
-
0 -
|
EACH
REPORTING
|
9. SOLE DISPOSITIVE POWER
|
1,250,000
|
PERSON
WITH
|
10. SHARED DISPOSITIVE POWER
|
-
0 -
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,250,000
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
5.0%
|
14.
|
TYPE OF REPORTING PERSON
|
OO
|
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.
|
|
The
following constitutes the Schedule 13D filed by the undersigned (the "Schedule
13D").
Item
1.
|
Security and
Issuer
|
This
statement relates to the Common Stock, par value $0.01 per share (the "Shares"),
of SouthWest Water Company (the "Issuer"). The address of the
principal executive offices of the Issuer is One Wilshire Building, 624 South
Grand Avenue, Suite 2900, Los Angeles, California 90017.
Item
2.
|
Identity and
Background
|
(a)
This statement is being filed on behalf of (i) MMI Investments, L.P., a Delaware
limited partnership ("MMI Investments"), (ii) MCM Capital Management, LLC, a
Delaware limited liability company that is the sole general partner of MMI
Investments ("MCM") and (iii) Clay B. Lifflander ("Mr. Lifflander"). Each of the
foregoing is referred to as a "Reporting Person" and collectively as the
"Reporting Persons." Set forth on Schedule I, annexed to this Statement and
incorporated herein by reference, is the name, business address and present
principal occupation or employment, and the name and address of any corporation
or other organization in which such occupation or employment is conducted, of
each voting member (each of whom is also an executive officer) of MCM as of the
date hereof.
(b)
The principal business address of MMI Investments, MCM and Mr. Lifflander is
1370 Avenue of the Americas, New York, New York 10019.
(c)
MMI Investments is engaged primarily in the business of investing in publicly
traded securities. MCM is the sole general partner of MMI Investments and its
principal business is investing in publicly traded securities. The
principal occupation of Mr. Lifflander is serving as President of MMI
Investments.
(d) No
Reporting Persons nor, to each Reporting Person's knowledge, any individual
listed on Schedule I, is required to disclose legal proceedings pursuant to Item
2(d) of Schedule 13D.
(e)
No Reporting Persons nor, to each Reporting Person's knowledge, any individual
listed on Schedule I, is required to disclose legal proceedings pursuant to Item
2(e) of Schedule 13D.
(f)
To each Reporting Person's knowledge, each of the individuals identified on
Schedule I is a citizen of the United States.
Item
3.
|
Source and Amount of
Funds or Other Consideration
|
The
aggregate purchase price of the 1,250,000 Shares owned by MMI Investments is
$7,453,608; the source of funds is MMI Investments' working
capital.
Item
4.
|
Purpose of
Transaction
|
MMI
Investments purchased the Shares as part of its investment
activities. Depending upon overall market conditions, other
investment opportunities available to the Reporting Persons, and the
availability of Shares at prices that would make the purchase of additional
Shares desirable, the Reporting Persons may endeavor to increase their
respective positions in the Issuer through, among other things, the purchase of
Shares on the open market or in private transactions or otherwise, on such terms
and at such times as the Reporting Persons may deem advisable.
MMI
Investments has engaged in preliminary discussions with the Issuer regarding the
composition of the Issuer’s Board of Directors (the “Board”),
including
proposing one of MMI’s general partners for consideration by the Issuer’s
Nominating and Governance Committee to serve on the Board,
since four
members of the Board will have reached the Issuer’s mandatory retirement age by
the time of the 2010 annual meeting of stockholders.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the
matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as
set forth herein or such as would occur upon completion of any of the actions
discussed above.
The
Reporting Persons intend to review their respective investments in the Issuer on
a continuing basis and engage in discussions with management and the Board
concerning the business, operations and future plans of the
Issuer. Depending on various factors including, without limitation,
the Issuer’s financial position and investment strategy, the price levels of the
Shares, conditions in the securities markets and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to their respective investments in the Issuer as they deem appropriate
including, without limitation, seeking Board representation, making proposals to
the Issuer concerning changes to the capitalization, ownership structure or
operations of the Issuer, purchasing additional Shares, selling some or all of
their Shares, engaging in short selling of or any hedging or similar transaction
with respect to the Shares or changing their intention with respect to any and
all matters referred to in Item 4.
Item
5.
|
Interest
in Securities of
the Issuer
|
(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 February
22, 2010, MMI Investments directly owned
1,250,000
Shares, constituting approximately 5.0% 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 purchases 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 during the past 60 days 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) Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
|
On
February 22
,
2010, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting
Persons agreed to the joint filing on behalf of each of them of statements on
Schedule 13D with respect to securities of the Issuer, to the extent required by
applicable law. A copy of this agreement is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Other
than as described herein, there are no contracts, arrangements, understandings
or relationships among the Reporting Persons, or between the Reporting Persons
and any other person, with respect to the securities of the Issuer.
Item
7.
|
Material to be Filed
as Exhibits
|
|
99.1
|
Joint
Filing Agreement by and among MMI Investments, L.P., MCM Capital
Management, LLC and Clay B. Lifflander,
dated February 22, 2010.
|
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: February
22, 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
|
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
|
|
|
SCHEDULE
II
Transactions in the Shares
During the Past 60 Days
Shares
of Common Stock
Purchased / (Sold)
|
Price
Per
Share($)
|
Date
of
Purchase / Sale
|
MMI Investments, L.P.
|
20,000
|
6.13
|
1/15/2010
|
5,000
|
6.26
|
1/19/2010
|
|
6.17
|
1/20/2010
|
20,000
|
6.15
|
1/21/2010
|
14,100
|
6.09
|
1/22/2010
|
20,000
|
6.09
|
1/25/2010
|
20,000
|
6.07
|
1/26/2010
|
150,000
|
5.80
|
1/27/2010
|
15,000
|
6.05
|
1/28/2010
|
10,000
|
6.13
|
1/29/2010
|
20,000
|
6.12
|
2/1/2010
|
30,000
|
6.04
|
2/2/2010
|
60,000
|
6.03
|
2/3/2010
|
30,000
|
5.94
|
2/4/2010
|
|
5.89
|
2/5/2010
|
50,000
|
|
2/8/2010
|
81,700
|
6.24
|
2/9/2010
|
40,000
|
6.39
|
2/10/2010
|
40,000
|
6.70
|
2/11/2010
|
27,000
|
7.05
|
2/12/2010
|
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