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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| (Mark One) | |
ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the fiscal year ended December 31, 2003 | |
or | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the transition period from to | |
Commission file number 0-8176 | |
(Exact name of registrant as specified in its charter)
| Delaware | 95-1840947 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
One Wilshire Building
624 South Grand Avenue, Suite 2900
Los Angeles, California 90017-3782
(Address of principal executive offices, including zip code)
(213) 929-1800
(Registrant's telephone, including area code)
| Title of each class | Name of each exchange on which registered | |
|---|---|---|
| Securities registered pursuant to Section 12(b) of the Act: | None | |
| Securities registered pursuant to Section 12(g) of the Act: | ||
| (1) Common Stock, $.01 par value | NASDAQ | |
| (2) Series A, Preferred Stock, $.01 par value | None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III in this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o
The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $136.7 million based upon the average bid and asked price of such common equity as of June 30, 2003. The registrant is unable to estimate the aggregate market value of its preferred shares held by non-affiliates of the registrant because there is no public market for such shares. On March 12, 2004, there were 14,712,228 common shares outstanding.
SOUTHWEST WATER COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
| Exhibit Index | 3 | |
Signatures | 4 |
SOUTHWEST WATER COMPANY AND SUBSIDIARIES
EXPLANATORY NOTE
Southwest Water Company is filing this amendment to its annual report on Form 10-K for the year ended December 31, 2003 ("Form-10-K") solely for the purpose of replacing the certifications of the Company's Principal Executive Officer and Principal Financial Officer, as required by Section 302 and 906 of the Sarbanes Oxley Act, filed on Exhibits 31.1, 31.2 and 32.1. As originally filed, these certifications inadvertently omitted conformed signatures for the Company's CEO and CFO. The certifications filed as exhibits hereto are identical to the certifications previously filed, except for the addition of conformed signatures.
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SOUTHWEST WATER COMPANY AND SUBSIDIARIES
EXHIBIT INDEX
| Exhibit No: | | |
|---|---|---|
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 12, 2004, filed herewith. | |
31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated March 12, 2004, filed herewith. | |
32.1 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated March 12, 2004, filed herewith. |
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SOUTHWEST WATER COMPANY SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
SOUTHWEST WATER COMPANY
By: | /s/ RICHARD J. SHIELDS RICHARD J. SHIELDS Chief Financial Officer (Principal Financial Officer) March 22, 2004 |
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SOUTHWEST WATER COMPANY AND SUBSIDIARIES TABLE OF CONTENTS
SOUTHWEST WATER COMPANY AND SUBSIDIARIES
SOUTHWEST WATER COMPANY AND SUBSIDIARIES EXHIBIT INDEX
SOUTHWEST WATER COMPANY SIGNATURES