<PAGE>
As filed with the Securities and Exchange Commission on May 8, 2000
Registration No. 333-35252
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 1
to
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. [_]
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>
P R O S P E C T U S
158,917 SHARES
SOUTHWEST WATER COMPANY
COMMON STOCK
______________________________
This prospectus relates to the offer and sale from time to time of up
to 158,917 shares (the "Offered Shares") of our common stock, par value
$.01 per share, by one of our stockholders, the Trust Agreement dated
December 30, 1957 (the "Trust"), pursuant to the Utility Employees'
Retirement Plan (the "Plan"). We will not receive any of the proceeds from
the sale of the Offered Shares by the Trust. See "Plan of Distribution."
Our Common Stock is listed on the Nasdaq National Market under the
symbol "SWWC." On May 3, 2000, the last reported sales price of our
Common Stock on the Nasdaq National Market was $12.00 per share.
See "Risk Factors" in our Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, 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 8, 2000
<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 National Market, 33 Whitehall Street, New York, New York 10004.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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,
1999;
. Proxy Statement for Annual Meeting of Stockholders to be held on
May 23, 2000; 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 filed on Form
S-3 (No. 333-35252), 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.
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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 us. 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 set forth in
our filings with the Securities and Exchange Commission or in our press
releases, 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.
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THE COMPANY
We are engaged in the business of managing all aspects of water and
wastewater systems, and providing these services to more than three-quarters of
a million people located throughout the States of California, New Mexico, Texas
and Mississippi. Through our wholly owned 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 operate and manage regulated water utility
operations. In April 2000, we acquired an 80% interest in Master Tek
International, Inc. ("MTI"), a company which provides water and wastewater
meters, related equipment and services. We also own an interest in Windermere
Utility Company, a small regulated water utility located near Austin, Texas and
interests in Inland Pacific Water Company and Inland Pacific Development
Company, two entities cooperatively seeking to finance, develop, acquire, lease,
manage and operate water and wastewater projects, with a primary geographic
emphasis on the Inland Empire region of Southern California and the State of
Nevada.
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 250,000 people within Los Angeles and Orange
Counties, California. Suburban owns 14 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 Regulation
Commission. NMUI's service area contains a population of approximately 26,000
people within the northwest portion of the City of Albuquerque, New Mexico and
the northern portion of Bernalillo County, New Mexico. NMUI owns four wells and
three reservoirs. NMUI's wells produce water from the Rio Grande Underground
Basin.
Master Tek International, Inc.
MTI manufactures, sells, installs and services meters, sub-meters and their
related components, including data acquisition, data storage, and data
transmission devices, to or on behalf of water and wastewater utilities and
multi-family properties owned by Real Estate Investment Trusts (REITs), private
investors, real estate developers, land owners and others. MTI also provides
billing and collection services and automated remote and manual meter reading to
these entities. MTI's principal office is located in Denver, Colorado.
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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 Trust,
for the benefit of the Plan, which may offer and sell its Offered Shares. We
will not receive any of the proceeds from the sale of the Offered Shares.
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SELLING STOCKHOLDER
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 Trust.
The table identifies the number of shares of Common Stock owned by the Trust as
of May 3, 2000, which represents the maximum number of shares of Common Stock
that may be sold by the Trust with this prospectus, and the number of shares of
Common Stock that will be owned by the Trust after completion of the offering
(assuming the sale of all of the Offered Shares by the Trust).
The Trust was established pursuant to the Utility Employees' Retirement
Plan, currently for the benefit of the employees of Southwest Water Company,
Suburban Water Systems, New Mexico Utilities, Inc., and East Pasadena Water
Company. The Trust may be considered an affiliate of us. The provisions of the
Trust, allow us to appoint and remove the trustees of the Trust (the
"Trustees"). In addition, each of the six Trustees and the Plan Administrator
and Assistant Plan Administrator are employed by us or an affiliate
company.
<TABLE>
<CAPTION>
Number of
Shares Owned
Number of Shares as a Shares
Owned Prior to Percentage of Owned
the Offering and the After
Being Offered under Outstanding the
Selling Stockholder this Prospectus(1) Common Stock Offering
- ------------------- --------------------------------------------------
<S> <C> <C> <C>
The Trust Agreement dated
December 30, 1957 pursuant to 158,917 2.45% 0
the Utility Employees'
Retirement Plan
</TABLE>
___________________
(1) Based on information available to us on May 3, 2000.
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time by the
Trust of up to 158,917 shares of Common Stock. We are registering the offer and
sale of the Offered Shares by the Trust, but our registration of the shares does
not necessarily mean that any of the Offered Shares will be offered or sold by
the Trust. We will not receive any proceeds from the sale of the Offered Shares
by the Trust. All costs, expenses and fees in connection with the registration
of these Offered Shares will be borne by the Trust.
The Offered Shares may be offered and sold at various times by the Trust.
The Trustees will act independently of us in making decisions with respect to
these Offered Shares and may offer the Trust's Offered Shares in one or more of
the following transactions:
. on the Nasdaq National 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;
. 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");
5
<PAGE>
. 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 Trustees may sell the Trust's Offered Shares at market prices
prevailing at the time of sale, at prices related or unrelated to such
prevailing market prices, at negotiated prices or at fixed prices. The Trustees
reserve the sole right to accept and, together with any agent of the Trust, 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
the Trust or through underwriters, dealers or agents, who may receive
compensation in the form of discounts, concessions or commissions from the Trust
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 Trustees 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 Trust. The Trust 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 Trust may be deemed to be an "underwriter" within the meaning
of Section 2(11) of the Securities Act, the Trust will be subject to the
prospectus delivery requirements of the Securities Act. The Company has
informed the Trustees 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 the Trust, 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 Trust and any other required information.
6
<PAGE>
EXPERTS
Our consolidated financial statements and related schedules, which are
incorporated in this prospectus by reference to our Annual Report on Form 10-K
for the year ended December 31, 1999, have been so included in reliance on the
reports of KPMG LLP, independent auditors, incorporated by reference, upon the
authority of said 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
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===============================================================================
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.
158,917 SHARES
SOUTHWEST WATER COMPANY
COMMON STOCK
___________________
PROSPECTUS
___________________
May 8, 2000
===============================================================================
<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 Trust
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 Trust.
<TABLE>
<S> <C>
SEC Registration Fee................... $ 449
Legal Fees and expenses................ 10,000
Miscellaneous.......................... 5,000
-------
TOTAL............................. $15,449
</TABLE>
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. The indemnification provided by the DGCL
shall, unless otherwise provided when authorized or ratified, continue
II-1
<PAGE>
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.
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<C> <S>
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)*
</TABLE>
* Previously filed.
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
volume of securities offered (if the total dollar value of
securities offered would not exceed
II-2
<PAGE>
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.
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<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 Amendment No. 1 to 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 5th day of May, 2000.
Southwest Water Company
/s/ Anton C. Garnier
----------------------
Anton C. Garnier
President and Chief Executive Officer
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 May 5, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ * President and Chief Executive Officer, Director
- -------------------------------------------- (Chief Executive Officer)
Anton C. Garnier
/s/ * Chief Financial Officer
- -------------------------------------------- (Principal Financial and Accounting Officer)
Peter J. Moerbeek
/s/ * Director
- --------------------------------------------
H. Frederick Christie
/s/ * Director
- --------------------------------------------
Monroe Harris
/s/ * Director
- --------------------------------------------
Donovan D. Huennekens
/s/ * Director
- --------------------------------------------
Richard Kelton
/s/ * Director
- --------------------------------------------
Maureen A. Kindel
/s/ * Director
- --------------------------------------------
Richard G. Newman
* By: /s/ Peter J. Moerbeek
---------------------------------------
Peter J. Moerbeek
Attorney-in-fact
</TABLE>
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<PAGE>
EXHIBIT 5.1
[Latham & Watkins letterhead]
May 8, 2000
Southwest Water Company
225 North Barranca Avenue, Suite 200
West Covina, California 91791-1605
Re: Registration of 158,917 shares of common stock, par value $.01 per
share, of Southwest Water Company, pursuant to a Registration
Statement on Form S-3 (Registration No. 333-35252)
------------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration of 158,917 shares of common stock,
par value $.01 per share (the "Shares"), of Southwest Water Company, a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended, on
Form S-3 filed with the Securities and Exchange Commission on April 20, 2000
(File No. 333-35252) (the "Registration Statement"), you have requested our
opinion with respect to the matters set forth below.
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware (including statutory and
reported decisional law), and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters
of municipal law or the laws of any other local agencies within the state.
Subject to the foregoing, it is our opinion that the Shares are
validly issued, fully paid and nonassessable securities of the Company.
This opinion is rendered only to the Company and is solely for the
benefit of the Company in connection with the transaction covered hereby. This
opinion may not be relied upon by you for any other purpose, or furnished to,
quoted to or relied upon, by any other person, firm or corporation for any
purpose, without our prior written consent.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ Latham & Watkins
<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, 2000, 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, 1999 and 1998, and the related consolidated statements of income,
stockholders' equity and cash flows for three years ended December 31, 1999, and
to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Los Angeles, California
May 4, 2000
