UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Southwest
Water Company
|
(Name
of Issuer)
|
|
|
|
|
|
|
Common Stock, par value $.01 per
share
|
(Title
of Class of Securities)
|
|
|
|
|
|
|
|
845331107
|
|
|
(CUSIP
Number)
|
|
Jeffrey
F. Welles
Stobie
Creek Investments LLC
780
3
rd
Avenue, Suite 3400
New York,
NY 10017
212-842-5722
With a
copy to:
Howard J.
Unterberger, Esq.
Theodora
Oringher Miller & Richman PC
2029
Century Park East, 6
th
Floor
Los
Angeles, California 90067
310-557-2009
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
|
|
February 19, 2009
|
|
(Date
of Event which Requires Filing of this
Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
*
Note: Schedules
filed in paper format shall include a signed original and five copies of the
Schedule, including all exhibits. See Rule 13d-7(b) for other parties
to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act.
SCHEDULE
13D
1
|
NAME
OF REPORTING PERSONS, IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Stobie
Creek Investments
LLC 13-4106264
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
þ
(b)
£
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
800,000
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
8
|
SHARED
VOTING POWER
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
800,000
|
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
* Based
on a total of 24,592,039 shares of Common Stock outstanding, according to
records of the Issuer.
SCHEDULE
13D
1
|
NAME
OF REPORTING PERSONS, IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
North
Channel
LLC 13-4084680
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
þ
(b)
£
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
800,000
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
8
|
SHARED
VOTING POWER
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
800,000
|
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
* Based
on a total of 24,592,039 shares of Common Stock outstanding, according to
records of the Issuer.
SCHEDULE
13D
1
|
NAME
OF REPORTING PERSONS, IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Jeffrey
F. Welles
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
þ
(b)
£
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
800,000
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
8
|
SHARED
VOTING POWER
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
800,000
|
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* Based
on a total of 24,592,039 shares of Common Stock outstanding,
according to records of the Issuer.
SCHEDULE
13D
1
|
NAME
OF REPORTING PERSONS, IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Schwerin
Company
LLC 11-3400354
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
þ
(b)
£
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC,
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
205,000
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
8
|
SHARED
VOTING POWER
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
205,000
|
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
* Based
on a total of 24,592,039 shares of Common Stock outstanding,
according to records of the Issuer.
SCHEDULE
13D
1
|
NAME
OF REPORTING PERSONS, IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Michael
Schwerin
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
þ
(b)
£
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC,
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
205,000
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
8
|
SHARED
VOTING POWER
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
205,000
|
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,000
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* Based
on a total of 24,592,039 shares of Common Stock outstanding,
according to records of the Issuer.
SCHEDULE
13D
1
|
NAME
OF REPORTING PERSONS, IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
O'Donnell
Iselin II
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
þ
(b)
£
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
5
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
230,002
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
8
|
SHARED
VOTING POWER
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
230,002
|
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,002
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* Based
on a total of 24,592,039 shares of Common Stock outstanding,
according to records of the Issuer.
Item
1.
|
Security
and Issuer.
|
This
statement relates to the common stock, $.01 par value (the "Common Stock") of
Southwest Water Company, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 624 South Grand
Avenue, Suite 2900, Los Angeles CA 90017-3782.
Item
2.
|
Identity
and Background.
|
(a) This
statement is being filed jointly by (i) Stobie Creek Investments LLC, a
Delaware limited liability company (“Stobie Creek”), (ii) North Channel
LLC, a New York limited liability company (“North Channel”), (iii) Schwerin
Company LLC, a Delaware limited liability company (“Schwerin Company”),
(iv) Jeffrey F. Welles, an individual, (v) Michael Schwerin, an
individual, and (vi) O'Donnell Iselin II, an individual and, together with
Stobie Creek, North Channel, Schwerin Company, Mr. Welles and Mr. Schwerin,
the “Reporting Persons”. Mr. Welles is the manager of North Channel, which
in turn is the manager of Stobie Creek. Mr. Schwerin is the managing
member of Schwerin Company.
(b) (i) The
address of the principal business and principal office of Stobie Creek, North
Channel and Mr. Welles is 780 Third Avenue, Suite 3400, New York, NY
10017.
(ii) The
address of the principal business and principal office of Schwerin Company and
Mr. Schwerin is P.O. Box 608, Oyster Bay, NY 11771.
(iii) The
address of the principal business and principal office of Mr. Iselin is 654 Alma
Real Drive, Pacific Palisades, CA 90272.
(c) (i) The
principal business of each of Stobie Creek, North Channel and Schwerin Company
is investing.
(ii) The
present principal occupation or employment of Mr. Welles is as the manager
of North Channel.
(iii) The
present principal occupation or employment of Mr. Schwerin is as the
managing member of Schwerin Company.
(iv) The
present principal occupation or employment of Mr. Iselin is investor and
financial manager.
(d) None
of the Reporting Persons has during the last five years been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) None
of the Reporting Persons has during the last five years been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr.
Welles, Mr. Schwerin and Mr. Iselin are all U.S. citizens.
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
The total
amount of funds required by Stobie Creek, Schwerin Company and Iselin to acquire
the Common Stock described in Item 5(c) was approximately $2,971,287, $654,206
and $328,302, respectively, exclusive of commissions.
In the
case of Stobie Creek, the funds required to effect these purchases were provided
from existing working capital.
In the case of Schwerin Company, the
funds required to effect these purchases were provided from Schwerin Company's
working capital and margin account
borrowings made on
customary terms and conditions in the ordinary course of business as and when
required to open or carry positions in a margin account established with Merrill
Lynch. In such instances, the securities held in the margin account
are pledged to secure the repayment of debit balances in the
account.
In the
case of Mr. Iselin, the funds required to effect these purchases were provided
from personal funds.
Item
4.
|
Purpose
of Transaction.
|
The
Reporting Persons have acquired the shares reported in Item 5 in open market
transactions because, in their opinion, such shares were undervalued by the
market at the time they were acquired.
The
Reporting Persons believe that there are substantial opportunities for the
Company to improve its operations by continuing to focus on reducing exposure to
unregulated operations with inconsistent profitability, and better controlling
overhead costs, including corporate expenses.
The
Reporting Persons currently hold their shares of Common Stock for investment
purposes. However, the Reporting Persons intend, individually and
collectively, to closely monitor the Company’s performance and may modify their
plans in the future depending on the Reporting Persons’ evaluation of various
factors, including the investment potential of the Common Stock, the Company’s
business prospects and financial position, other developments concerning the
Company and its competitors, opportunities that may be available to the Company,
the price level and availability of the Common Stock, and other factors deemed
relevant by the Reporting Persons. In connection with the activities
described above, the Reporting Persons intend to communicate with, and express
their views to, the board of directors and management of the Company and may
communicate with, and express their views to, other persons regarding the
Company, including, without limitation, other shareholders of the Company and
potential strategic or financing partners.
The
Reporting Persons may in the future exercise any and all of their respective
rights as shareholders of the Company in a manner consistent with their equity
interests. Depending on their evaluation of the factors listed above,
the Reporting Persons may, individually or collectively, take such actions with
respect to their holdings in the Company as they deem appropriate in light of
circumstances existing from time to time. By way of illustration
rather than limitation, such actions may include encouraging, soliciting or
voting to approve changes to the composition or size of the Company’s board of
directors or the terms to be served by directors, or nominating or approving
persons to fill existing vacancies on the Company’s board of directors, and also
one or more of the events referred to in paragraphs (a) through (j), inclusive,
of Item 4 of Schedule 13D.
As of the
date of this Schedule 13D, except as set forth above, none of the Reporting
Persons has any present plan or intention which would result in or relate to any
of the events referred to in subparagraphs (a) through (j), inclusive, of
Item 4 of Schedule 13D.
Item
5.
|
Interest
in Securities of the Issuer.
|
(a)
(i) Stobie
Creek is the direct beneficial owner of 800,000 shares of Common Stock, Schwerin
Company is the direct beneficial owner of 205,000 shares of Common Stock and Mr.
Iselin is the direct beneficial owner of 230,002 shares of Common
Stock.
(ii)
Based upon the 24,592,039 shares of Common Stock outstanding as of August 1,
2008, as reported by the Company in its Quarterly Report on Form 10-Q for
the period ended June 30, 2008, the number of shares of Common Stock directly
beneficially owned by Stobie Creek, Schwerin Company and Iselin represents
approximately 3.3%, 0.8% and 0.9% of the Common Stock, respectively, and 5.0% of
the Common Stock in the aggregate.
(iii) By
virtue of their collective understanding to coordinate their activities with
respect to the Common Stock as described elsewhere in this Schedule 13D, each of
the other Reporting Persons may be deemed to have formed a "group" within the
meaning of Section 13(d)(3) of the Securities Act of 1934, and therefore may be
deemed to share beneficial ownership of the shares of Common Stock directly
beneficially owned by Stobie Creek, Schwerin Company and Iselin.
(iv) Stobie
Creek, Schwerin Company and Iselin each disclaims any ownership of the shares of
Common Stock owned by the others, and the filing of this Statement shall not be
construed as an admission that either Stobie Creek, Schwerin Company or Iselin
is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of shares owned by the
others. Stobie Creek, North Channel and Mr. Welles are responsible
for the completeness and accuracy of the information concerning Stobie Creek,
North Channel and Mr. Welles contained herein, but are not responsible for the
completeness or accuracy of the information concerning the other Reporting
Persons named herein, except to the extent that they know or have reason to know
that such information is inaccurate. Schwerin Company and Mr.
Schwerin are responsible for the completeness and accuracy of the information
concerning Schwerin Company and Mr. Schwerin contained herein, but are not
responsible for the completeness or accuracy of the information concerning the
other Reporting Persons named herein, except to the extent that they know or
have reason to know that such information is inaccurate. Mr. Iselin
is responsible for the completeness and accuracy of the information concerning
Mr. Iselin contained herein, but is not responsible for the completeness or
accuracy of the information concerning the other Reporting Persons named herein,
except to the extent that he knows or has reason to know that such information
is inaccurate.
(v) Mr.
Welles and North Channel disclaim any ownership of the shares of Common Stock
owned by the other Reporting Persons (other than Stobie Creek), and the filing
of this Statement shall not be construed as an admission that either
Mr. Welles or North Channel is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
the beneficial owner of such shares.
(vi) Mr.
Schwerin disclaims any ownership of the shares of Common Stock owned by the
other Reporting Persons (other than Schwerin Company), and the filing of this
Statement shall not be construed as an admission that Mr. Schwerin is, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, the beneficial owner of such shares.
(vii) Mr.
Iselin disclaims any ownership of the shares of Common Stock owned by the other
Reporting Persons, and the filing of this Statement shall not be construed as an
admission that Mr. Iselin is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
the beneficial owner of such shares.
(b)
(i) Stobie Creek, acting through its manager North Channel,
which in turn is acting through its manager Mr. Welles, has the sole power to
vote or to direct the vote, and to dispose or to direct the disposition of the
shares of Common Stock beneficially owned by it.
(ii)
Schwerin Company, acting through its managing member, Mr. Schwerin, has the sole
power to vote or to direct the vote, and to dispose or to direct the disposition
of the shares of Common Stock beneficially owned by it.
(iii)
Mr. Iselin has the sole power to vote or to direct the vote, and to dispose or
to direct the disposition of the shares of Common Stock beneficially owned by
him.
(iv)
By virtue of their collective understanding to coordinate their activities with
respect to the Common Stock as described elsewhere in this Schedule 13D, each of
the other Reporting Persons may be deemed to share the indirect power to vote
and direct the disposition of the shares held by each of Stobie Creek, Schwerin
Company and Iselin.
(c) During
the last 60 days, the Reporting Persons effected transactions with respect to
the Common Stock on such dates, in such amounts and at such per share prices
(excluding brokerage fees) as indicated on the Schedule of Transactions attached
hereto as Exhibit 1 and incorporated herein by reference. All such
transactions were effected in the open market.
(d) No
other person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
owned by Stobie Creek, Schwerin Company and Iselin.
(e) Not
applicable
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
The
Reporting Persons have informally agreed to allocate all expenses incurred in
connection with the Reporting Persons' activities (other than with respect to
the purchase or sale of Common Stock) among them on a proportionate basis,
calculated with reference to the Common Stock ownership of Stobie Creek,
Schwerin Company and Iselin, respectively.
Other
than as described elsewhere in this Schedule 13D, none of the Reporting Persons
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to securities of the Company, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loans or option arrangements, puts or calls, guarantees of
profits, division of profits or losses or the giving or withholding of
proxies.
Item
7.
|
Material
to be Filed as Exhibits.
|
|
Exhibit
1
|
Schedule
of Transactions
|
|
Exhibit
2
|
Joint
Filing Agreement, dated as of March 2,
2009
|
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this Statement is true, complete and correct.
|
Stobie
Creek Investments LLC
|
|
|
|
|
By:
|
North
Channel LLC
|
|
Its:
|
Manager
|
|
|
|
|
/s/ Jeffrey F.
Welles
|
|
By:
|
Jeffrey
F. Welles, Managing Member
|
|
|
|
|
|
|
|
|
|
|
North
Channel LLC
|
|
|
|
|
/s/ Jeffrey F.
Welles
|
|
By:
|
Jeffrey
F. Welles, Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey F.
Welles
|
|
Jeffrey
F.
Welles
|
Dated: March
2, 2009
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and
correct.
|
Schwerin
Company LLC
|
|
|
|
/s/ Michael Schwerin
|
|
By:
|
Michael
Schwerin, Managing Member
|
|
|
|
|
|
|
|
/s/ Michael Schwerin
|
|
Michael
Schwerin
|
Dated: March
2, 2009
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this Statement is true, complete and correct.
|
/s/ O'Donnell Iselin
II
|
|
O'Donnell
Iselin II
|
Dated: March
2, 2009
EXHIBIT
INDEX
|
Joint
Filing Agreement, dated as of March 2,
2009
|
Page 16 of 16
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