UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Air & Water Technologies Corporation
(Name of Issuer)
Class A Common Stock
$.001 par value
Series A Convertible Exchangeable Preferred Stock
$.01 par value
(Title of Class of Securities)
009058108
(CUSIP Number)
Compagnie Generale des Eaux
(Name of Persons Filing Statement)
John A. Bick
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Tel. No.: (212) 450-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 16, 1994
(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 which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following:
[ ].
Check the following box if a fee is being paid with this statement:
[ ].
SCHEDULE 13D
______________________________ ________________________________
| | | |
|CUSIP No. 009058108 | | Page __2___ of __6___ Pages |
|____________________________| |______________________________|
___________________________________________________________________________
| 1 | NAME OF REPORTING PERSON |
| | S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Compagnie Generale des Eaux |
|____|____________________________________________________________________|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | _ |
| | (a) |x| |
| | - |
| | |
| | _ |
| | (b) | | |
| | - |
|____|____________________________________________________________________|
| 3 | SEC USE ONLY |
| | |
|____|____________________________________________________________________|
| 4 | SOURCE OF FUNDS |
| | WC and 00 |
|____|____________________________________________________________________|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED _ |
| | PURSUANT TO ITEMS 2(d) or 2(E) |_| |
| | |
|____|____________________________________________________________________|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | France |
|____|____________________________________________________________________|
| | 7 | SOLE VOTING POWER |
| | | Common Stock: 13,367,975 |
| | | Series A Preferred Stock: 1,200,000 (See |
| | | Item 5) |
| NUMBER OF |____|_______________________________________________|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | None |
| OWNED BY |____|_______________________________________________|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| REPORTING | | Common Stock: 13,367,975 |
| PERSON | | Series A Preferred Stock: 1,200,000 (See |
| WITH | | Item 5) |
| |____|_______________________________________________|
| | 10 | SHARED DISPOSITIVE POWER |
| | | None |
|____________________|____|_______________________________________________|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | Common Stock: 13,367,975 |
| | Series A Preferred Stock: 1,200,000 |
|____|____________________________________________________________________|
2 OF 6
|----|--------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES _ |
| | CERTAIN SHARES |_| |
|____|____________________________________________________________________|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 49.3% |
|____|____________________________________________________________________|
| 14 | TYPE OF REPORTING PERSON |
| | CO |
|____|____________________________________________________________________|
3 of 6
Compagnie Generale des Eaux ("Generale des Eaux" or "CGE"), hereby amends
and supplements the report on Schedule 13D, originally filed on May 23,
1990, as amended (the "Schedule 13D"), with respect to the purchase of
shares of Class A Common Stock, $.001 par value (the "Class A Common
Shares"), and 51/2% Series A Convertible Exchangeable Preferred Stock, $.01
par value (the "Series A Preferred Stock"), of Air & Water Technologies
Corporation (the "Company" or "AWT").
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item 5. Interest in Securities of the Company.
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information:
(a) In connection with the purchase price adjustment under the
Investment Agreement dated March 30, 1994 with respect to the acquisition by
the Company of Professional Services Group, Inc. from Anjou International
Company, a wholly-owned subsidiary of Generale des Eaux, Anjou received from
AWT an additional 201,500 shares of Class A Common Stock. For purposes of the
purchase price adjustment and in accordance with the terms of the Investment
Agreement, such shares were valued at $10.00 a share. As a result, Generale
des Eaux has acquired, and, for the purpose of Rule 13d-3 promulgated under
the Exchange Act, will beneficially own 201,500 shares of Class A Common
Stock, which, when added to the 13,166,475 Shares already owned beneficially
by Generale des Eaux is 13,367,975, representing approximately 41.8% of the
outstanding shares of Class A Common Stock of the Company. Generale des Eaux
also beneficially owns 1,200,000 shares of the Series A Preferred Stock, which
are convertible into 4,800,000 shares of the Class A Common Shares. The
aggregate of the Class A Common Shares and the shares of the Series A
Preferred Stock upon conversion beneficially owned by Generale des Eaux would
represent approximately 49.3% of the Class A Common Shares.
Except as set forth in this Item 5(a), neither Generale des
Eaux, nor any other person controlling Generale des Eaux, nor, to the best of
its knowledge, any persons named in Schedule A or B to the Schedule 13D owns
beneficially any Shares.
(b) Upon the acquisition of the 201,500 shares as described
above, Generale des Eaux may be deemed pursuant to Rule 13d-3 to have the
power to vote or to direct the vote, or to dispose or direct the disposition
of 13,367,975 shares of Class A Common Stock.
(c) Other than as described herein, no transactions in the
Shares have been effected since Amendment No. 10 to the Schedule 13D filed on
January 10, 1995 by Generale des Eaux, any other person controlling Generale
des Eaux, or to the best of its knowledge, any of the persons named in
Schedule A or B to the Schedule 13D.
(d) Inapplicable
(e) Inapplicable
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: January 11, 1995
COMPAGNIE GENERALE DES EAUX
By: /s/ Jean-Marc Espalioux
_____________________________
Chief Financial Officer
