Southwest Water Co - Amended Current report filing (8-K/A)
April 04 2008 - 4:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
October 4, 2007
Date of Report
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Delaware
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0-8176
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95-1840947
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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One Wilshire Building
624 South Grand Avenue, Suite 2900
Los Angeles, CA 90017-3782
(Address, including zip code, of principal executive offices)
(213) 929-1800
(Registrants telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box
below 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 4.01 Changes in Registrants
Certifying Accountant.
(a) Previous Independent Registered
Public Accounting Firm
As
previously reported in a Current Report on Form 8-K filed on October 11,
2007 (the Prior Report), on October 4, 2007, the Audit Committee of the
Board of Directors of SouthWest Water Company (the Company) decided not to
renew the engagement of KPMG LLP (KPMG) as the Companys independent
registered public accounting firm upon completion of their audit of the
Companys financial statements as of and for the year ended December 31,
2007, the audit of the Companys effectiveness of internal control over
financial reporting as of December 31, 2007 and the issuance of their
reports thereon. KPMG has now completed its audits for the fiscal year ended December 31,
2007 and issued their reports thereon.
This
Current Report on Form 8-K/A is being filed to update the information
previously disclosed in the Prior Report, and to provide information with respect
to the audit reports of KPMG as of and for the fiscal year ended December 31,
2007. Except as set forth herein, this Current Report on Form 8-K/A does
not modify the other disclosures in the Prior Report.
The
audit reports of KPMG on the Companys consolidated financial statements as of
and for the years ended December 31, 2007 and 2006 and the effectiveness
of internal control over financial reporting as of December 31, 2007 and
2006 did not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles,
except as follows. KPMGs report dated March 27,
2008 on the Companys consolidated financial statements as of and for the years
ended December 31, 2007 and 2006 contained a separate paragraph stating:
As
discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for uncertain income tax positions in 2007 and
for share-based compensation, defined benefit pension plans and method of
quantifying errors in 2006.
During
the years ended December 31, 2007 and 2006, and the subsequent interim
period through March 27, 2008, there were no: (1) disagreements with
KPMG on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to KPMGs satisfaction, would have caused it to make reference in
connection with its reports; or (2) reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
Attached
hereto as Exhibit 16 is a copy of KPMGs letter to the Securities and
Exchange Commission as required by Item 304(a)(3) of Regulation S-K.
1
(b) New
Independent Registered Public Accounting Firm
As
previously reported in a Current Report on Form 8-K filed on November 8,
2007, on November 7, 2007, the Companys Audit Committee engaged
PricewaterhouseCoopers LLP (PwC) as the Companys independent registered
public accounting firm for the fiscal year beginning January 1, 2008.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit
Number
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Exhibit Description
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16
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Letter dated April 1, 2008 from KPMG LLP to the Securities and
Exchange Commission regarding statements included in this Form 8-K
pursuant to Regulation S-K, Item 304(a)(3)
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SIGNATURES
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 thereunto
duly authorized.
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SOUTHWEST
WATER COMPANY
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(Registrant)
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Date: April 4,
2008
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By:
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/S/ CHERYL L.
CLARY
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Name: Cheryl L.
Clary
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Title:
Chief Financial Officer
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2
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