<PAGE>
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
SOUTHWEST WATER COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 95-1840947
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
225 North Barranca Avenue, Suite 200
West Covina, California 91791-1605
(626) 915-1551
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Peter J. Moerbeek
Chief Financial Officer
225 North Barranca Avenue, Suite 200
West Covina, California 91791-1605
(626) 915-1551
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
Copy to:
James W. Daniels
Latham & Watkins
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
(714) 540-1235
-----------------------
Approximate date of commencement of the proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Amount to Proposed Maximum
Title of Securities be Proposed Maximum Aggregate Amount of Registration
to be Registered Registered Offering Price per unit (1) Offering Price (1) Fee
<S> <C> <C> <C> <C>
Common Stock (2), par value 255,358 $13.75 $3,511,173 $977
$.01 per share
==================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933. Based upon the
average of the high and low prices of shares of Common Stock reported on the
Nasdaq Stock Market on May 3, 1999.
(2) Each share of common stock being registered hereunder, if issued prior to
the termination by Southwest Water Company of its Rights Agreement dated as
of April 6, 1998, will include one preferred share purchase right. Prior to
the occurrence of certain events, the preferred share purchase rights will
not be exercisable or evidenced separately from the common stock.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
+ +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MAY 6, 1999
P R O S P E C T U S
255,358 SHARES
SOUTHWEST WATER COMPANY
COMMON STOCK
------------------------------
This prospectus relates to the offer and sale from time to time of up
to 255,358 shares (the "Offered Shares") of our common stock, par value
$.01 per share, by two of our stockholders, Valinda Engineering Company and
California Pacific Finance Company (collectively, the "Selling
Stockholders"). we will not receive any of the proceeds from the sale of
the Offered Shares by the Selling Stockholders. see "Plan of
Distribution."
Our Common Stock is listed on the Nasdaq Stock market under the symbol
"SWWC." on May 3, 1999, the last reported sales price of our Common Stock
on the Nasdaq Stock Market was $13.8125 per share.
See "Risk Factors" in our Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, which is incorporated by reference into this
prospectus, for certain relevant factors to consider before making an
investment in our Common Stock.
------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
THE DATE OF THIS PROSPECTUS IS MAY , 1999
--
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any materials we file with the SEC at the SEC's Public Reference
Rooms located at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. We file information electronically with the SEC. The SEC
maintains an Internet site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC. The address of the SEC's Internet site is "http://www.sec.gov." You
also may inspect copies of these materials and other information about us at the
Nasdaq Stock Market, 33 Whitehall Street, New York, New York 10004.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we will file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings that
we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, before the termination of the offering of the
Offered Shares under this prospectus:
. Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
. Proxy Statement for Annual Meeting of Stockholders to be held on
May 27, 1999; and
. The description of our Common Stock contained in our Registration
Statement on Form 8-B (File No. 0-8176) filed with the Commission
on July 7, 1988, including any subsequently filed amendments and
reports updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Southwest Water Company
225 North Barranca Avenue, Suite 200
West Covina, California 91791-1605
Attention: Secretary
Telephone number (626) 915-1551
This prospectus is part of a registration statement we filed with the SEC.
We have omitted certain parts of the registration statement in accordance with
the rules and regulations of the SEC; therefore, this prospectus does not
contain all of the information included in the registration statement. For
further information, we refer you to the registration statement, including its
exhibits and schedules. We have authorized no one to provide you with any
information that differs from that contained in this prospectus. Accordingly,
you should not rely on any information that is not contained in this prospectus.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front cover of this
prospectus.
2
<PAGE>
FORWARD-LOOKING STATEMENTS
In addition to historical information, we have made forward-looking
statements in this prospectus and in the documents incorporated by reference in
this prospectus, such as those pertaining to our capital resources and
performance of our operations. "Forward-looking statements" are projections,
plans, objectives or assumptions about our Company. Forward-looking statements
involve numerous risks and uncertainties, and you should not place undue
reliance on these statements since there can be no assurance that the events or
circumstances reflected in these statements will actually occur. Forward-
looking statements can be identified by the use of forward-looking terminology
such as "believes," "expects," "may," "will," "should," "seeks,"
"approximately," "intends," "plans," "pro forma," "estimates" or "anticipates"
or the negative thereof or other variations thereof or comparable terminology or
by discussions of strategy, plans or intentions. Forward-looking statements are
necessarily dependent on assumptions, data or methods that may be incorrect,
imprecise and incapable of being realized. The following factors, among others,
could cause actual results and future events to differ materially from those set
forth or contemplated in the forward-looking statements:
. seasonal temperature and rainfall variations;
. prices charged for water supply and other supplies;
. government regulation and requirements concerning the water supply
and wastewater treatment;
. ability to obtain favorable contract terms and to negotiate new
contracts;
. financing capital expenditures;
. risks related to natural disasters;
. increased interest rates and operating costs;
. failure to obtain necessary regulatory approvals for expansion or
rate increases; and
. failure to effectively and efficiently manage operations.
Readers are cautioned not to place undue reliance on forward-looking
statements. We assume no obligation to update forward-looking statements.
3
<PAGE>
THE COMPANY
We are engaged in the water management business, providing water and
wastewater services to nearly three-quarters of a million people located
throughout the States of California, New Mexico, Texas and Mississippi. Through
our subsidiary, ECO Resources, Inc. ("ECO"), we operate and manage water and
wastewater treatment facilities owned by cities, municipal utility districts and
private entities and, through two other subsidiaries, Suburban Water Systems
("Suburban") and New Mexico Utilities, Inc. ("NMUI"), we conduct regulated water
utility operations. We also own an interest in Windermere Utility Company, a
small regulated water utility in the State of Texas.
ECO Resources, Inc.
ECO provides contract water and wastewater operations and maintenance
services in Texas, Mississippi, New Mexico and California. ECO's services
include facility equipment maintenance and repair, sewer pipeline cleaning,
water and wastewater operations, billing and collection services and state-
certified laboratory analysis. As a contract operator, ECO does not own any of
the water sources, water production facilities, water distribution systems,
wastewater collection systems or wastewater treatment facilities that it
operates for its clients. ECO has two distinct types of contractual
relationships: time and material contracts primarily with municipal utility
districts and fixed fee operations and maintenance contracts.
Suburban Water Systems
Suburban is a regulated public water utility that produces and supplies
water for residential, business, industrial and public authority use, and for
private and public fire protection service under the jurisdiction of the
California Public Utilities Commission. Suburban's service area contains a
population of approximately 234,000 people within Los Angeles and Orange
Counties, California. Suburban owns 15 active wells that pump water from two of
the major groundwater basins in the Southern California coastal watershed.
Suburban also purchases water from two mutual water companies that also produce
their water from one of the basins.
New Mexico Utilities, Inc.
NMUI is a regulated public water utility that provides water supply and
sewage collection services for residential, commercial, irrigation and fire
protection customers under the jurisdiction of the New Mexico Public Utility
Commission. NMUI's service area contains a population of approximately 23,000
people within the northwest portion of the City of Albuquerque, New Mexico and
the northern portion of Bernalillo County, New Mexico. NMUI owns five wells and
three reservoirs. NMUI's wells produce water from the Rio Grande Underground
Basin.
Our principal offices are located at 225 North Barranca Avenue, Suite 200,
West Covina, California 91791-1605. Our telephone number is (626) 951-1551.
USE OF PROCEEDS
All net proceeds from the sale of the Offered Shares will go to the Selling
Stockholders who offer and sell their Offered Shares. We will not receive any
of the proceeds from the sale of the Offered Shares.
4
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
prospectus with respect to the ownership of the Offered Shares by the Selling
Stockholders. The table identifies the number of shares of Common Stock owned
by each Selling Stockholder as of May 3, 1999, which represents the maximum
number of shares of Common Stock that may be sold by each Selling Stockholder
with this prospectus, and the number of shares of Common Stock that will be
owned by each Selling Stockholder after completion of the offering (assuming the
sale of all of the Offered Shares by each Selling Stockholder).
Each of the Selling Stockholders may be considered an affiliate of Anton C.
Garnier, our Chairman, President and Chief Executive Officer. Mr. Garnier is a
member of the Board of Directors, an executive officer and a greater than 10%
stockholder of each of the Selling Stockholders. Mr. Garnier has shared voting
power and shared investment power with respect to the shares held by the Selling
Stockholders. In addition to the shares held by the Selling Stockholders, a
portion of which he may be deemed to beneficially own, Mr. Garnier beneficially
owns 88,040 shares of our Common Stock and 91,435 options exercisable within 60
days of May 3, 1999.
<TABLE>
<CAPTION>
Number of Number of Shares
Owned Prior Owned as a Shares
to the Offering and Percentage Owned
Being Offered under this Outstanding After
Selling Stockholders Prospectus(1) Common Stock the Offering
- -------------------- ------------------------ ------------------- -----------------
<S> <C> <C> <C>
Valinda Engineering Company 186,012 4.36% 0
Cal-Pacific Finance Company 69,346 1.63% 0
- -----------------------------
</TABLE>
- -----------------------------
(1) Based on information available to us on May 3, 1999.
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time by the
Selling Stockholders of up to 255,358 shares of Common Stock. We are
registering the offer and sale of the Offered Shares by the Selling
Stockholders, but our registration of the shares does not necessarily mean that
any of the Offered Shares will be offered or sold by any of the Selling
Stockholders. We will not receive any proceeds from the sale of the Offered
Shares by the Selling Stockholders. "Selling Stockholders" includes donees,
transferees and pledgees selling shares received from a named Selling
Stockholder after the date of this prospectus. All costs, expenses and fees in
connection with the registration of these Offered Shares will be borne by the
Selling Stockholders.
The Offered Shares may be offered and sold at various times by the Selling
Stockholders. The Selling Stockholders will act independently of the Company in
making decisions with respect to these Offered Shares and may offer their
Offered Shares in one or more of the following transactions:
. on the Nasdaq Stock Market;
. in the over-the-counter market;
. in transactions other than on such exchanges or in the over-
the-counter market;
. in brokerage transactions;
. in block trades;
5
<PAGE>
. through put or call options;
. in privately negotiated transactions; in connection with short
sales of the Offered Shares;
. by pledge to secure debts and other obligations;
. in open market sales in reliance upon Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act");
. in connection with the writing of non-traded and exchange-
traded call options, in hedge transactions and in settlement of
other transactions in standardized or over-the-counter options;
or
. in a combination of any of the above transactions.
The Selling Stockholders may sell their Offered Shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The Selling Stockholders
reserve the sole right to accept and, together with any agent of the Selling
Stockholders, to reject in whole or in part any proposed purchase of the Offered
Shares.
The Offered Shares may be sold from time to time to purchasers directly by
any of the Selling Stockholders or through underwriters, dealers or agents, who
may receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholders and/or the purchasers of Offered Shares for whom
they may act as an agent (which compensation as to a particular broker-dealer
might be in excess of customary commissions). The Selling Stockholders have
advised the Company that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their Offered Shares, nor is there an underwriter or coordinating
broker acting in connection with the proposed sale of the Offered Shares by the
Selling Stockholders. The Selling Stockholders and any dealers or agents that
participate in the distribution of the Offered Shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any profit on the sale of the Offered Shares by them and any commissions
received by any dealers or agents might be deemed to be underwriting commissions
under the Securities Act.
Because the Selling Stockholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Stockholders
will be subject to the prospectus delivery requirements of the Securities Act.
The Company has informed the Selling Stockholders that the anti-manipulative
provisions of Regulation M promulgated under the Securities Exchange Act of
1934, as amended, may apply to their sales in the market.
At a time any particular offer of Offered Shares is made by a Selling
Stockholder, a supplement to this prospectus, if required, will be distributed
setting forth the name and names of any dealers or agents and any commissions
and other terms constituting compensation from the Selling Stockholders and any
other required information.
6
<PAGE>
EXPERTS
Our consolidated financial statements, which are incorporated in this
prospectus by reference to our Annual Report on Form 10-K for the year ended
December 31, 1998, have been so included in reliance on the reports of KPMG LLP,
independent accountants, given on the authority of the firm as experts in
auditing and accounting.
LEGAL MATTERS
Certain legal matters, including the validity of the Offered Shares offered
hereby, will be passed upon for us by Latham & Watkins.
7
<PAGE>
================================================================================
We have not authorized any person to make a statement that differs from
what is contained in this prospectus. If any person does make a statement that
differs from what is contained in this prospectus, you should not rely on it.
This prospectus is not an offer to sell, nor is it seeking an offer to buy these
securities in any state where the offer or sale is not permitted. The
information in this prospectus is complete and accurate as of its date, but the
information may change after that date.
255,358 SHARES
SOUTHWEST WATER COMPANY
COMMON STOCK
-------------------
PROSPECTUS
-------------------
May , 1999
--
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses payable by the
Selling Stockholders in connection with the issuance and distribution of the
securities being registered (all amounts are estimated except the SEC
registration fee). We will not incur any expenses in connection with the offer
and sale of the Offered Shares by the Selling Stockholders.
SEC Registration Fee................... $ 977
Legal Fees and expenses................ 10,000
Miscellaneous.......................... 5,000
-------
TOTAL............................. $ 15,977
=======
Item 15. Indemnification of Directors and Officers.
Statutory Provisions
Section 102(b)(7) of the General Corporation Law of the State of Delaware
(the "DGCL") enables a corporation in its certificate of incorporation to
eliminate or limit the personal liability of members of its board of directors
to the corporation or its stockholders for monetary damages for violations of a
director's fiduciary duty of care. Such a provision would have no effect on the
availability of equitable remedies, such as an injunction or rescission, for
breach of a fiduciary duty. In addition, no such provision may eliminate or
limit the liability of a director for breaching his duty of loyalty, failing to
act in good faith, engaging in intentional misconduct or knowingly violating a
law, paying an unlawful dividend or approving an illegal stock repurchase or
obtaining an improper personal benefit.
Section 145 of the DGCL empowers a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is, or was, a director, officer,
employee or agent of the corporation, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with an action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. No
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. Additionally, a corporation is required to indemnify its
directors and officers against expenses to the extent that such directors or
officers have been successful on the merits or otherwise in any action, suit or
proceeding or in defense of any claim, issue or matter therein.
Indemnification can be made by the corporation only upon a determination
that indemnification is proper in the circumstances because the party seeking
indemnification has met the applicable standard of conduct as set forth in the
DGCL. The indemnification provided by the DGCL shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise. A corporation also has the power to purchase and maintain insurance
on behalf of any person, whether or not the corporation would have the power to
indemnify him against such liability.
II-1
<PAGE>
The indemnification provided by the DGCL shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
The Company's Certificate of Incorporation and Bylaws
Our Certificate of Incorporation limits our directors' liability for
monetary damages to us and our stockholders for breaches of fiduciary duty
except under the circumstances outlined in Section 102(b)(7) of the DGCL as
described above under "Statutory Provisions."
Our Bylaws extend indemnification rights to the fullest extent authorized
by the DGCL to directors and officers involved in any action, suit or proceeding
where the basis of such involvement is such persons' alleged action in an
official capacity or in another capacity while serving as a director or officer
of our Company. Our Bylaws also permit us to maintain insurance to protect
ourselves and any of our directors, officers, employees or agents against any
expense, liability or loss incurred as a result of any action, suit or
proceeding whether or not we would have the power to indemnify the person under
the DGCL. Our Bylaws also authorize us to enter into a contract with any of our
directors, officers, employees or agents providing for indemnification rights
equivalent to or, if our Board of Directors so determines, greater than, those
provided for in our Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors or officers pursuant to the foregoing
provisions, we have been informed that in the opinion of the Commission such
indemnification is against public policy and therefore unenforceable.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
Exhibit
No. Description
- ------- -----------
4.1 Stockholder's Rights Plan dated April 6, 1998 (incorporated by
reference to our From 8-K filed with the SEC on April 23, 1998)
5.1 Opinion and consent of Latham & Watkins*
23.1 Consent of Latham & Watkins (included as part of Exhibit 5.1)*
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included on signature page)
* To be filed by amendment.
All schedules for which provision is made in the applicable accounting
regulations of the SEC are not required under the related instructions or are
inapplicable and therefore have been omitted.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
II-2
<PAGE>
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act, and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of West Covina, California on the 3rd day of May,
1999.
Southwest Water Company
/s/Anton C. Garnier
______________________________________
Anton C. Garnier
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Peter J. Moerbeek as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments and any Registration Statement pursuant to
Rule 462(b)) to this Registration Statement on Form S-3 and to file the same
with all exhibits thereto and any other documents in connection therewith, with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing necessary or desirable to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
----------
<S> <C> <C>
/s/ Anton C. Garnier President and Chief Executive Officer, Director May 3, 1999
_______________________________ (Chief Executive Officer)
Anton C. Garnier
/s/ Peter J. Moerbeek Chief Financial Officer May 3, 1999
_______________________________ (Principal Financial and Accounting Officer)
Peter J. Moerbeek
/s/ H. Frederick Christie Director May 3, 1999
_______________________________
H. Frederick Christie
/s/ Michael J. Fasman Director April 27, 1999
_______________________________
Michael J. Fasman
/s/ Monroe Harris Director May 3, 1999
_______________________________
Monroe Harris
/s/ Donovan D. Huennekens Director May 3, 1999
_______________________________
Donovan D. Huennekens
/s/ Richard Kelton Director May 3, 1999
_______________________________
Richard Kelton
/s/ Maureen A. Kindel Director April 27, 1999
_______________________________
Maureen A. Kindel
/s/ Richard G. Newman Director May 3, 1999
_______________________________
Richard G. Newman
</TABLE>
II-4
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Southwest Water Company
We consent to the use of our report dated January 27, 1999, incorporated herein
by reference in the Registration Statement on Form S-3 of Southwest Water
Company and relating to the balance sheet of Southwest Water Company as of
December 31, 1998, and the related consolidated statements of income,
stockholders' equity and cash flows for three years ended December 31, 1998, and
to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
KPMG LLP
Los Angeles, California
May 6, 1999
