<PAGE>
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 (Date of earliest event reported): June 14, 1994
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Air & Water Technologies Corporation
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(Exact name of registrant as specified in its charter)
Delaware 033-17921 13-3418759
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 1500, Somerville, New Jersey 08876
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 685-4600
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Item 5. Other Events.
On June 14, 1994, the Registrant publicly disseminated a press release
announcing that the Registrant's stockholders overwhelmingly approved the
proposals set forth in its proxy statement for its 1994 Annual Meeting,
including the transactions contemplated under the Investment Agreement
dated as of March 30, 1994 among the Registrant, Compagnie Generale
des Eaux and Anjou International Company. The Registrant's stockholders
also elected eleven members to the Board of Directors. The information
contained in the Press Release is incorporated herein by reference and
filed as Exhibit 99.2 hereto.
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Item 7. Financial Statements and Exhibits.
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<C> <S>
(c) Exhibits.
99.2 The Registrant's Press Release dated June 14, 1994.
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2
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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 hereunto duly authorized.
Air & Water Technologies Corporation
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(Registrant)
Date: June 14, 1994 /s/ Douglas A. Satzger
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Douglas A. Satzger
Senior Vice President, General
Counsel and Secretary
3
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Page Number
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<C> <S> <C>
99.2 The Registrant's Press Release 5
dated June 14, 1994.
4
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<PAGE> EXHIBIT 99.2
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TEXT OF PRESS RELEASE
AIR & WATER TECHNOLOGIES CORPORATION
U.S. Highway 22 West and Station Road
Branchburg, New Jersey 08876
CONTACT: Ruthanne G. Neely
Air & Water Technologies Corporation
(908) 685-4000
For Immediate Release
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AWT SHAREHOLDERS APPROVE AWT-CGE INVESTMENT AGREEMENT AND NEW
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BOARD OF DIRECTORS. NEW CHAIRMAN ELECTED AND CEO APPOINTED.
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BRANCHBURG, NEW JERSEY, JUNE 14, 1994 - Air & Water Technologies
Corporation (AMEX: AWT) announced that shareholders overwhelmingly approved
all of the proposals contained in the 1994 proxy statement at today's Annual
Meeting, including the Investment Agreement between AWT and Compagnie
Generale des Eaux, as well as the election of a new board of directors.
Immediately following the Shareholder Meeting, the new board elected
Claudio Elia, President and CEO of Anjou International, CGE's North
American holding company, chairman of the board of AWT and appointed him
AWT's chief executive officer.
The key transactions contained in Proposal One (covering the Investment
Agreement) are:
(a) AWT is issuing 1,200,000 shares of a newly designated series of its
authorized Preferred Stock, convertible into 4,800,000 shares of Class
A Common Stock, to CGE for cash consideration of $60,000,000.
(b) AWT has acquired from Anjou, by merger and exchange of shares,
Professional Services Group, Inc., the nation's leading contract
operations company, for an aggregate purchase price of 6,500,000
shares of Class A Common Stock.
(c) CGE made a $125,000,000 term loan to AWT and will support the
obtaining of certain letters of credit.
(d) AWT will be CGE's exclusive vehicle in the United States for CGE's
water and wastewater management and air pollution control activities.
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AIR & WATER TECHNOLOGIES, JUNE 14, 1994 PAGE 2
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After all the transactions are completed, CGE will have a 40% ownership interest
in AWT and 48% of the voting power. The new AWT board of directors will include
five representatives from CGE and its affiliates.
Mr. Elia commented on the results of the Annual Meeting: "We are pleased that
the shareholders of AWT supported this alliance so enthusiastically. The two
companies complement each other in many ways and we believe these transactions
will be in the best interest of shareholders, the company, its clients and
employees". He further added, "We are excited by the synergies we see between
the two companies and the prospects available to us to pool our expertise and
talents. I am looking forward to joining the AWT team and leading them in
successfully tackling the many challenges and opportunities we see in front of
us as we go forward".
Compagnie Generale des Eaux, a publicly-traded French company, is a world leader
in global utilities, with a current market value of approximately $13 billion
and 1993 revenue of about $25 billion. CGE's activities include water and
wastewater treatment, waterworks construction, waste management, building and
construction, communications, and healthcare services.
Air & Water Technologies Corporation, through its operating units, provides a
broad range of environmental services and technologies in the areas of water
resource management, air pollution control and waste by-product disposal and
reuse.
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