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): December 2, 1997
AIR & WATER TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 033-017921 13-3418759
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
U.S. Highway 22 West and Station Road
Branchburg, New Jersey 08876
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (908) 685-4600
No Change
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On December 2, 1997, Air & Water Technologies
Corporation (the "Company") announced that it will divest
Research-Cottrell, the subsidiary through which the Company
operates its air pollution control businesses, that it is
currently in negotiations with several interested parties
and believes that most of these businesses will be sold
within the next several months. The Company also announced
that Research-Cottrell will be accounted for as a
discontinued operation and that certain charges related to
the sale of Research-Cottrell will result in a significant
fourth-quarter loss. This will increase the Company's net
loss for the full fiscal year to an estimated loss in the
range of $170 million. The Company had previously reported
a net loss of $81.3 million for the nine-month period ended
July 31, 1997. In addition, the Company announced that
following the disposition of Research-Cottrell, the Company
will consider a change in its corporate name in 1998 to
reflect the Company's ongoing business. On December 2,
1997, the Company issued a press release concerning the
sale of Research-Cottrell and consideration of a new name,
a copy of which is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press release of the Company dated
December 2, 1997.
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
By: /s/ Douglas A. Satzger, Esq.
_______________________________
Name: Douglas A. Satzger, Esq.
Title: Senior Vice-President
Date: December 3, 1997
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
99.1 Press release of the Company
dated December 2, 1997.
EXHIBIT 99.1
CONTACT: ROBERT S. VOLLAND
AIR & WATER TECHNOLOGIES
(908) 685-4600
FOR IMMEDIATE RELEASE
AIR & WATER TECHNOLOGIES TO SELL RESEARCH-COTTRELL
-- COMPANY TO CONSIDER NEW NAME IN 1998 --
BRANCHBURG, NEW JERSEY, December 2, 1997, Air & Water
Technologies Corporation (AMEX: AWT) today announced
that it will divest Research-Cottrell, the subsidiary
through which the company operates its air pollution
control businesses. AWT is currently in negotiations
with several interested parties and believes that most
of these businesses will be sold within the next
several months.
"The sale of Research-Cottrell will allow our
management to dedicate all of its effort to the higher
growth water and wastewater businesses that it operates
through Professional Services Group and Metcalf &
Eddy," said Thierry Mallet, President and Chief
Executive Officer.
Following the disposition of Research-Cottrell, AWT
will consider a change in its corporate name in 1998 to
reflect the company's ongoing business.
Research-Cottrell will be accounted for as a
discontinued operation. Certain charges related to the
sale of Research-Cottrell will result in a significant
fourth-quarter loss. This will increase the company's
net loss for the full fiscal year to an estimated loss
in the range of $170 million. The company had
previously reported a net loss of $81.3 million for the
nine-month period ended July 31, 1997.
Through its subsidiaries, Air & Water Technologies
Corporation 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 and the remediation of
contaminated soil.
