UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
|
Southwest
Water Company
|
|
|
(Name
of Issuer)
|
|
|
|
|
|
|
|
|
Common Stock, par value $.01 per
share
|
|
|
(Title
of Class of Securities)
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|
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)
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November 6, 2009
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|
(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)
3.2%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
* Based on a total of 24,875,369 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)
3.2%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
*
Based on a total of 24,875,369 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)
3.2%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
*
Based on a total of 24,875,369 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
- 0
-
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
8
|
SHARED
VOTING POWER
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-
|
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)
0.0%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
*
Based on a total of 24,875,369 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
- 0
-
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
8
|
SHARED
VOTING POWER
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-
|
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)
0.0%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
*
Based on a total of 24,875,369 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'Donnel
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
250,002
|
SHARES
BENEFICIALLY
OWNED
BY
EACH
|
8
|
SHARED
VOTING POWER
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
250,002
|
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,002
|
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)
1.0%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
*
Based on a total of 24,875,369 shares of Common Stock outstanding,
according to records of the Issuer.
This
Amendment No. 1 (this “Amendment No. 1”) amends the Schedule 13D (the “Schedule
13D”) filed by the Reporting Persons with the Securities and Exchange Commission
(the “SEC”) on March 2, 2009, relating 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. Unless specifically amended hereby, the disclosures set
forth in the Schedule 13D remain unchanged.
Items 3
and 5 of the Schedule 13D are hereby amended and restated in their entirety as
follows (and the remainder of the Amended Schedule 13D shall remain
unchanged):
This is
the final amendment to the Schedule 13D, and constitutes an “exit filing” for
the Reporting Persons (as defined in the Schedule 13D), who do not intend to
file any further amendments to the amended Schedule 13D.
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
The total
amount of funds required by Stobie Creek, and Iselin to acquire the Common Stock
described in Item 5 was approximately $2,971,287 and $933,020, 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 Mr. Iselin, the funds required to effect these purchases were provided
from personal funds.
Item
5.
|
Interest
in Securities of the Issuer.
|
(a) (i) Stobie
Creek is the direct beneficial owner of 800,000 shares of Common Stock, and Mr.
Iselin is the direct beneficial owner of 250,002 shares of Common
Stock. Schwerin Company disposed of its entire investment in the
Common Stock in a series of transactions on November 5, 2009, November 6, 2009
and November 9, 2009. The sale date, number of shares of Common Stock
sold and the price per share sold for the transactions by Schwerin Company are
set forth in Exhibit 1 and are incorporated by reference.
(ii) Based
upon the 24,875,369 shares of Common Stock outstanding as of October 31, 2009,
as reported by the Company in its Quarterly Report on Form 10-Q for
the period ended September 30, 2009, the number of shares of Common Stock
directly beneficially owned by Stobie Creek and Iselin represents approximately
3.2% and 1.0% of the Common Stock, respectively, and 4.2% 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) The
Reporting Persons ceased to be the beneficial owners of more than 5% of the
Common Stock of the Company on November 6, 2009.
Item
7.
|
Material
to be Filed as Exhibits.
|
|
Exhibit
1
|
Schedule
of Transactions
|
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: November
13, 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: November
13, 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: November
13, 2009
EXHIBIT
INDEX
Page 15 of 15
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