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): July 27, 1998
AIR & WATER TECHNOLOGIES CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 033-017921 13-3418759
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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
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (908) 685-4600
No Change
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On July 27, 1998, Air & Water Technologies Corporation (the
"Company") and Hamon & Cie (International) S.A. (Belgium) ("Hamon") jointly
announced the conclusion of the acquisition by Hamon of certain assets and
liabilities of Research-Cottrell, Inc., a wholly-owned subsidiary of the
Company. The Company previously announced that it had entered into a
definitive agreement with Hamon with respect to such sale. On July 27,
1998, the Company issued a press release concerning the conclusion of the
aforementioned transaction, 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 July 27, 1998.
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/ Alain Brunais
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Name: Alain Brunais
Title: Chief Financial Officer
Date: July 28, 1998
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
99.1 Press release of the Company dated
July 27, 1998.
EXHIBIT 99.1
CONTACT: Air & Water Technologies Corporation
Robert S. Volland
908/685-4600
CONTACT: Hamon & Cie Hamon Corporation
M.C. Majerus or Michael J. Billington
32/2 535-1209 908/685-4242
FOR IMMEDIATE RELEASE
AIR & WATER TECHNOLOGIES CORPORATION AND HAMON & CIE CONCLUDE SALE OF
CERTAIN RESEARCH-COTTRELL ASSETS TO HAMON & CIE
Branchburg, New Jersey - July 27, 1998 - Air & Water Technologies
Corporation (AMEX: AWT) and Hamon & Cie (International) S.A. (Belgium)
(Brussels Stock Exchange: HAMON) jointly announced today that the
acquisition in which Hamon would acquire certain assets and liabilities of
Research-Cottrell, Inc. (Research-Cottrell), a wholly-owned subsidiary of
AWT, has been concluded. The price was not disclosed.
The transaction involved the assets and liabilities of the following
entities: the air pollution control division of Research-Cottrell, Inc.,
Thermal Transfer Corporation, Custodis-Cottrell, Inc., Custodis-Cottrell
Canada, Inc., and Research-Cottrell (Belgium) S.A., as well as the common
stock of Research-Cottrell's subsidiaries in France, Germany, Poland, and
the United Kingdom. The acquired businesses will continue to do business
in the United States and overseas under the names Research-Cottrell, APCD,
Custodis, and Thermal Transfer Corporation, among others.
AWT President and Chief Executive Officer, Thierry Mallet, commented: "We
are pleased to have concluded this part of the divestiture of Research-
Cottrell. We wish Hamon & Cie and our former employees success in the
future. We continue to have discussions with other parties regarding the
divestiture of our remaining air business units and look forward to fully
developing our core water and wastewater business."
Hamon Managing Director, Francis Lambilliotte, commented: "We are delighted
to close this strategic acquisition. By merging our existing operations in
air pollution equipment with the operations acquired with Research-
Cottrell, we will better serve the industry on a world-wide basis and also
strengthen our technical capabilities and develop new technologies. U.S.
and European operations will be merged by product with a global approach.
the U.S. Custodis chimney business will be integrated with the world-wide
activities of the group and renamed " 'Hamon Custodis' throughout the
world."
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.
AWT is a subsidiary of Vivendi, the world's largest water company.
Hamon & Cie, through its subsidiaries, provides a large range of products
and services world-wide to the power and manufacturing industry for
cooling, heating water, and liquid gas processing, also supplying ancillary
equipment for power plants and air pollution control equipment. This
acquisition will strengthen its third division in air pollution equipment
on a world-wide basis with a prestigious name like Research-Cottrell.
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