UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: December 28, 2004
(Date of earliest event reported)
SOUTHWEST WATER COMPANY
(Exact name of registrant as specified in its charter)
Delaware | | 0-8176 | | 95-1840947 |
(State of | | (Commission File Number) | | (IRS Employer |
Incorporation) | | | | Identification No.) |
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 number, including area code)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation
On December 28, 2004, New Mexico Utilities, Inc. (the “Company”), a wholly-owned subsidiary of Southwest Water Company (“Southwest”), closed the private placement of $12,000,000 in aggregate principal amount of its 6.10% Series C First Mortgage Bonds due 2024 (the “Bonds”). The Bonds were sold pursuant to an Indenture of Mortgage, dated February 14, 1992, between the Company and Wells Fargo Bank. N.A. (the “Trustee”), as amended and supplemented (the “Indenture”). The terms and conditions of the Bonds are set forth in the Indenture and supplemented by that certain Third Amendment and Supplement to Indenture of Mortgage between the Company and the Trustee. In addition, the Bonds were sold pursuant to a Bond Purchase Agreement by and among Southwest, the Company and the purchasers listed on Annex 1 thereto. The Company intends to use the proceeds from the offering to redeem its outstanding 7.64% Series B First Mortgage Bonds in the principal amount of $4,000,000, and to fund working capital and capital expenditures.
Interest on the Bonds accrues from December 28, 2004 or the most recent interest payment date, and is payable in cash semi-annually in arrears on June 1st and December 1st of each year, commencing June 1, 2005. The Company, at its option, may at any time after issuance, redeem the Bonds prior to maturity at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed plus any accrued and unpaid interest, plus a make-whole premium under certain circumstances described in the Indenture. The Indenture contains customary events of default, including nonpayment of principal when due; nonpayment of interest, fees or other amounts after a stated grace period; inaccuracy of representations and warranties; and violation of covenants. If an event of default occurs and is continuing, the Company may be required to repay all amounts outstanding under the Bonds.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 29, 2004 | | |
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| SOUTHWEST WATER COMPANY |
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| By: | /s/ Richard J. Shields | |
| | Richard J. Shields |
| | Chief Financial Officer |
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