UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)(1)
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)
Martha E. McGarry
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 16, 1997
(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 Statement because of
Rule 13d-1(b)(3) or (4), check the following box ( ).
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
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1 The remainder of this cover page shall be filled out for a report
ing person's initial filing on this form with respect to the subjec t class
of securities, and for any subsequent amendment 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 Se curities
Exchange Act of 1934 or otherwise subject to the liabil ities of that
section of the Act but shall be subject to all other provisions of the Act"
(however, see the Notes).
SCHEDULE 13D
CUSIP No. 009058108
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Compagnie Generale des Eaux
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP:
(a)(x)
(b)( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC and OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
France
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(7) SOLE VOTING POWER
Common Stock: 13,608,975
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: 13,608,975
PERSON Series A Preferred Stock: 1,200,000
WITH (See Item 5)
--------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
- ----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 13,608,975
Series A Preferred Stock: 1,200,000 (See Item 5)
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.99%
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(14) TYPE OF REPORTING PERSON
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Compagnie Generale des Eaux ("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 and 5 1/2% Series A Exchangeable
Preferred Stock, $.01 par value, of Air & Water Technologies Corporation, a
Delaware corporation ("AWT"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed thereto in the Schedule
13D.
ITEM 4. PURPOSE OF TRANSACTION.
The response set forth in Item 4 of the Schedule 13D is hereby
amended and supplemented to incorporate by reference the joint press
release of AWT and CGE issued on July 16, 1997, attached hereto as Exhibit
99.3
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) CGE has acquired, and, for the purpose of Rule 13d-3
promulgated under the Exchange Act, will beneficially own 241,000 shares of
Class A Common Stock, which, when added to the 13,367,975 Shares already
owned beneficially by CGE is 13,608,975, representing approximately 41.1%
of the outstanding shares of Class A Common Stock of the Company. CGE also
beneficially owns 1,200,000 shares of the Series A Preferred Stock, which
are convertible into 4,800,000 shares of 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 CGE would represent
approximately 49.99% of the Class A Common Shares.
Except as set forth in this Item 5(a), neither CGE, nor any
other person controlling CGE, 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 241,000 shares described in
Schedule C, CGE 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 dispositions of
13,608,975 shares of Class A Common Stock.
(c) Other than as set forth on Schedule C hereto, no
transactions in the Shares have been effected since Amendment No. 11 to the
Schedule 13D filed on January 10, 1995 by CGE, any other person controlling
CGE, 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.3 Joint press release of AWT and CGE dated
July 16, 1997.
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: July 16, 1997
COMPAGNIE GENERALE DES EAUX
By: /s/ Guillaume Hannezo
-------------------------------
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit 99.3 Joint Press Release of CGE and AWT issued on
July 16, 1997.
EXHIBIT 99.3
FOR IMMEDIATE RELEASE
New York -- Wednesday, July 16, 1997 -- Air & Water Technologies
Corporation (AMEX: AWT) and Compagnie Generale des Eaux ("CGE") today
announced that CGE and a committee of independent directors of AWT are in
preliminary discussions relating to a proposed recapitalization of AWT.
There can be no assurance that these discussions, which are being conducted
on an arms-length basis, will result in any transaction, or if so, as to
the terms or timing of any such transaction.
Air & Water Technologies, through its subsidiaries, provides a
comprehensive range of services and technologies for the operation,
maintenance and management of water and wastewater systems; engineering,
design and construction of water and wastewater facilities; the remediation
of contaminated soil; and services and technologies for controlling air
pollution.
CGE, the beneficial owner of approximately 42.5% of the AWT's Common
Stock, is one of the largest private companies in France. The utility has
dealings in water supply, waste management, energy, construction, property,
communications and transportation.
Schedule C
DATE OF NUMBER PRICE TOTAL
PURCHASE OF SHARES PER SHARE PRICE
-------- --------- --------- -----
JUNE 1996
6/13/1996 17,100 6.12 104,652
6/14/1996 22,000 6.40 140,800
6/17/1996 10,900 6.37 69,433
6/18/1996 10,000 6.25 62,500
6/19/1996 5,100 6.25 31,890
6/20/1996 5,400 6.25 33,766
6/21/1996 6,300 6.22 39,186
6/24/1996 3,000 6.25 18,750
6/25/1996 18,100 6.10 110,410
6/26/1996 2,800 6.10 17,080
6/27/1996 2,800 6.25 17,500
6/28/1996 12,500 6.09 76,125
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Total 6/96 116,000 722,093
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JULY 1996 7/01/1996 26,500 6.12 162,180
7/02/1996 400 6.13 2,452
7/03/1996 0 0
7/05/1996 0 0
7/08/1996 5,000 6.38 31,875
7/09/1996 5,000 6.38 31,900
7/10/1996 9,000 6.25 56,250
7/11/1996 6,000 6.21 37,260
7/12/1996 10,400 6.24 64,896
7/15/1996 26,900 6.06 163,014
7/16/1996 5,800 5.94 34,452
7/17/1996 1,400 6.11 8,550
7/18/1996 13,600 6.17 83,912
7/19/1996 5,700 6.18 35,225
7/22/1996 6,900 6.20 42,780
7/23/1996 2,400 6.13 14,700
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Total 7/96 125,000 769,446
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TOTAL 241,000 1,491,538
