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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
WESTERN WATER COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
959881103
(CUSIP Number)
David A. Persing
885 Third Avenue
New York, NY 10022
(212) 888-5500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices & Communications)
September 11, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the
statement. [ ]
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class. See
Rule 13d-7.)
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SCHEDULE 13D
CUSIP No. 959881103
1. NAME OF REPORTING PERSON Durian Securities, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not Furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION New York
__________________
| 7. SOLE VOTING POWER 248,300
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 248,300
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 248,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
14. TYPE OF REPORTING PERSON CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 959881103
1. NAME OF REPORTING PERSON Randall D. Smith
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not Furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS NA
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
__________________
| 7. SOLE VOTING POWER 248,300
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 248,300
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 248,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
14. TYPE OF REPORTING PERSON IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 959881103
1. NAME OF REPORTING PERSON Pengo Securities Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not Furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION New York
__________________
| 7. SOLE VOTING POWER - 0 -
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER - 0 -
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON - 0 -
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14. TYPE OF REPORTING PERSON CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 959881103
1. NAME OF REPORTING PERSON Pengo Industries, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not Furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS NA
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas
__________________
| 7. SOLE VOTING POWER - 0 -
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER - 0 -
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON - 0 -
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14. TYPE OF REPORTING PERSON CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This Schedule 13D relates to shares of Common Stock, par
value $.001 per share ("Common Stock"), of Western Water Company
(the "Issuer"). The principal executive offices of the Issuer
are located at 4660 La Jolla Village Drive, Suite 680, San Diego,
CA 92122. This Statement is filed by a group of persons (the
"Group") identified in Item 2 below.
Item 2. Identity and Background.
This Statement is filed by the following Group members:
A. Pengo Securities corp. ("Pengo Securities"). Pengo
Securities is a New York corporation having its principal
business offices at 767 Third Avenue, New York, New York 10017.
Pengo's principal business is making investments.
B. Pengo Industries, Inc. ("Pengo Industries"). Pengo
Industries is a Texas corporation having its principal business
offices at 710 Zwissig Way, Union City, California 94587.
Pengo's principal business is serving as a holding company.
C. Durian Securities, Inc. ("Durian"). Durian is a New
York corporation having its principal business offices at 767
Third Avenue, New York, New York 10017. Durian's principal
business is making investments.
D. Randall D. Smith. Mr. Smith has his business address at
767 Third Avenue, New York, New York 10017. His principal
occupation is as an investor.
The following persons are not members of the Group but are
identified as they are executive officers or directors of a Group
member or are the employer of such an executive officer or
director:
A. John W. Adams. Mr. Adams has his business address at
767 Third Avenue, New York, New York 10017. His principal
employment is as the President of Smith Management Company.
B. Jeffrey A. Smith. Mr. Smith has his business address at
767 Third Avenue, New York, New York 10017. Mr. Smith's
principal employment is as Executive Vice President of Smith
Management Company.
C. Caleb S. Smith. Mr. Smith's principal employment is as
Assistant Research Analyst of BDS Securities Corporation and his
business address is 101 East 52nd Street, New York, New York.
D. Douglas B. Smith. Mr. Smith's principal employment is
as a professor at Cal Poly State University and his address is
Cal Poly State University, San Luis Obispo, CA 93407.
E. Smith Management Company ("Smith Management"). Smith
Management is a Delaware corporation principally engaged in the
business of making investments and investment management. Smith
Management's principal business office is at 767 Third Avenue,
New York, New York 10017.
None of the individuals or entities identified above, during
the last five years, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws. All natural persons are
United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
All of the shares of Common Stock owned by Group members
were paid for out of the working capital of Durian and Pengo
Securities. The aggregate purchase price paid for the 538,850
shares of Common Stock acquired by the Group members was
$13,835,297.95.
Item 4. Purpose of Transaction.
All of the shares of Common Stock acquired by Group members
were acquired for investment purposes. The Group members intend
to review their investment in the Issuer on a continuing basis
and will take such actions as they deem appropriate to preserve
and enhance the value of their investment. Depending upon the
Group members evaluation of a variety of factors and future
developments (including, without limitation, the Issuer's
business and prospects, market prices of the Common Stock,
availability and alternative uses of funds, as well as general
and economic conditions), the Group members reserve the right to
acquire additional shares of Common Stock, to dispose of some or
all of their shares of Common Stock or to formulate other
purposes, plans or proposals regarding the Issuer to the extent
deemed advisable by the Group members. Except as set forth
above, the Group members have no present plans or proposals which
relate to or would result in any matter of the type described in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The original report on Schedule 13D provided:
"(a) Pengo Securities owns 320,500 shares of Common Stock
(which figure includes 25,000 shares of Common Stock issuable
upon conversion of shares of the Issuer's preferred stock owned
by Pengo Securities) representing 9.7% of the outstanding Common
Stock. Durian owns 218,350 shares of Common Stock representing
6.7% of the outstanding Common Stock.
(b) Pengo Industries may be regarded as having the sole
power to vote or to direct the vote, or to dispose or direct the
disposition of, the shares of Common Stock reported in Item 5(a)
above as being owned by Pengo Securities. Randall D. Smith may
be regarded as having the sole power to vote or to direct the
vote, or to dispose or direct the disposition of, the shares of
Common Stock reported in Item 5(a) above as owned by Durian.
(c) There have been no transactions by any Group member in
the Common Stock during the past sixty days except for the
following open market purchases by Durian (D) or Pengo Securities
(PS):
Purchaser Date # of Shares Price/Share
PS 8/31 24,000 $20.9583
PS 9/1 20,000 $21.75
PS 9/2 27,000 $22.9375
PS 9/6 2,500 $22.875
PS 9/7 38,500 $24.70
PS 9/8 14,000 $24.80
PS 9/9 4,500 $25.0625
PS 9/12 31,000 $24.125
PS 9/13 5,500 $24.72
PS 9/14 7,500 $25.125
PS 9/14 75,000 $25.50
D 9/14 14,000 $25.50
D 9/14 10,000 $25.50
D 9/15 58,350 $27.25
PS 9/15 27,000 $26.6875
PS 9/16 2,500 $27.25
PS 9/16 17,000 $26.66
D 9/16 20,000 $27.25
D 9/16 56,000 $27.25
D 9/16 60,000 $27.25
In addition to the above purchase of Common Stock, on
September 16, 1994 Pengo Securities acquired 2,500 shares of the
Issuer's preferred stock at a price per share of $275. Such
shares of preferred stock are convertible into an aggregate of
25,000 shares of Common Stock.
(d) Not Applicable
(e) Not Applicable"
This amendment No. 1 adds the following:
"(a) Durian owns 248,300 shares of Common Stock representing
3.1% of the outstanding Common Stock.
(b) There have been no transactions by any Group Member in
the Common Stock during the past sixty days except for the
following sales by Durian (D) and Pengo Securities (PS):
Seller Date #of Shares Price/Share
PS 09/11 540,000 17.625
PS 09/16 86,600 18.000
D 09/16 188,400 18.000
(e) On September 11, 1996 the members of the Group ceased
to be beneficial owners of more than 5% of the Common Stock of
the Issuer."
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
There are no contacts, arrangements, understandings or
relationships (legal or otherwise) among the Group of members or
between the Group members and any person with respect to any
securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
None
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, correct and complete.
PENGO SECURITIES CORP.
Dated: September 17, 1996 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
PENGO INDUSTRIES, INC.
Dated: September 17, 1996 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
DURIAN SECURITIES, INC.
Dated: September 17, 1996 By: DAVID A. PERSING
_______________________________
Name: David A. Persing
Title: Senior Vice President
Dated: September 17, 1996 RANDALL D. SMITH
_______________________________
Randall D. Smith
