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): October 31, 1997
AIR & WATER TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 033-017921 13-3418759
(State of 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
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Former name or former address, if changed since last report: No change
ITEM 5. OTHER EVENTS
On October 30, 1997, Air & Water Technologies
Corporation (the "Company") entered into an amendment and
waiver (the "Amendment") in respect of the three-year
senior secured credit facility (the "Bank Credit Facility")
dated as of March 30, 1995, with The First National Bank of
Chicago and Societe Generale, New York Branch, acting as
co-agents for a syndicate which includes seven additional
banks (the "Lending Banks"). Pursuant to the Amendment,
the Lending Banks waived the Company's compliance with
certain covenants in the Bank Credit Facility for the
period beginning on October 31, 1997 through the earlier of
the consummation of the transactions contemplated by the
Recapitalization Agreement dated as of September 24, 1997,
among the Company, Compagnie Generale des Eaux ("CGE"), a
company organized under the laws of the Republic of France,
and its indirectly wholly owned subsidiary, Anjou
International Company ("Anjou"), a Delaware corporation,
or March 22, 1998. In addition, the Amendment provides
for amendment of certain covenants contained in the Bank
Credit Facility. The amendment and waiver provided for in
the Amendment shall terminate if the Bank Credit Facility
is not extended on or prior to December 15, 1997 beyond the
current maturity date of March 31, 1998. The Company is
currently in discussions with the Lending Banks regarding
the extension of the Bank Credit Facility beyond its
currently scheduled maturity of March 31, 1998.
On October 30, 1997, the Company also entered into an
agreement with United States Fidelity and Guaranty Company
and certain of its affiliates ("USF&G") whereby Anjou will
guarantee certain obligations of the Company relating to
the bonding of certain contracts under the Master Surety
Agreement dated as of October 31, 1995 between USF&G and
the Company and its subsidiaries. On October 31, 1997, the
Company issued a press release concerning the amendment and
waiver of the Bank Credit Facility and the agreement with
USF&G, 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
October 31, 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: October 31, 1997
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
99.1 Press release of the Company
dated October 31, 1997.
EXHIBIT 99.1
AIR & WATER TECHNOLOGIES CORPORATION
ANNOUNCES ENTERING INTO AGREEMENTS
WITH BANK GROUP AND USF&G
Branchburg, New Jersey, October 31, 1997 -- Air &
Water Technologies Corporation (AMEX: AWT) today
announced that it had entered into an Amendment and
Waiver of its three-year senior secured credit facility
with First National Bank of Chicago and Societe
Generale, as co-agents pursuant to which the lending
banks waived the Company's compliance with certain
covenants in the bank credit facility, for the period
beginning October 31, 1997 through the earlier of the
consummation of transactions contemplated by the
recently announced recapitalization, or March 22, 1998.
In the absence of such waiver, the Company had
previously announced that it would have been in
violation of certain of its covenants as of today. The
Amendment also provides for amendment of certain
covenants contained in the credit facility. The
secured credit facility currently expires on March 31,
1998. The Company is in discussions with the lending
banks regarding the extension of the credit facility
beyond its scheduled expiration. The Amendment and
Waiver provides that if the credit facility is not
extended on or prior to December 15, 1997, the
Amendment and Waiver shall terminate.
Air & Water also announced that it had entered into an
agreement with United States Fidelity and Guaranty
Company, the surety company which provides its bid and
performance bonds, whereby Anjou International, a
wholly-owned subsidiary of CGE, will guarantee certain
obligations of the Company relating to the bonding of
certain contracts under the Master Surety Agreement
dated as of October 31, 1995 between USF&G and the
Company.
Air & Water Technologies Corporation, through its
subsidiary Professional Services Group, Inc. (PSG), a
leader in the growing wastewater privatization market,
provides a comprehensive range of services and
technologies for the operation, maintenance and
management of water and wastewater systems; through
Metcalf & Eddy, Inc. well-known internationally,
specialized in engineering, design and construction of
water and wastewater facilities and the remediation of
contaminated soil; and through Research-Cottrell, Inc.
offers services and technologies for controlling air
pollution.
