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): AUGUST 23, 1999
AQUA ALLIANCE INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 033-017921 13-3418759
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
30 HARVARD MILL SQUARE, WAKEFIELD, MASSACHUSETTS 01880
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (781) 246-5200
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 12, 1999, Aqua Acquisition Corporation ("Purchaser"), a
Delaware corporation and an indirect wholly owned subsidiary of Vivendi, a
societe anonyme organized and existing under the laws of the Republic of
France ("Parent"), accepted for purchase 30,019,389 shares of Class A
Common Stock, par value $.001 per share (the "Shares"), of Aqua Alliance
Inc., a Delaware corporation (the "Company"), and 3,909,643 warrants to
purchase the Shares (the "Warrants"), that had been validly tendered and
not withdrawn pursuant to Purchaser's tender offer for all of the
outstanding Shares at $2.90 per Share, net to the seller in cash, and all
of the outstanding Warrants at $0.40 per Warrant, net to the seller in cash
(the "Offer"). The Offer was made pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of July 9, 1999, by and among the
Company, Parent and Purchaser, which provides for, among other things, the
making of the Offer by Purchaser and, following the consummation of the
Offer, the merger of Purchaser with and into the Company (the "Merger"),
with the Company as the surviving corporation in the Merger. The Shares and
Warrants purchased pursuant to the Offer constitute approximately 18.3% of
the total outstanding Shares. The aggregate purchase price for the Shares
and Warrants purchased pursuant to the Offer was $88,620,085. Parent has
provided Purchaser with such funds from its cash flow and readily available
funds.
On August 23, 1999, the Merger provided for by the Merger Agreement
became effective. Pursuant to the Merger, (i) Shares which were not validly
tendered pursuant to the Offer and accepted for purchase by Purchaser (and
whose holders have not sought appraisal of their Shares in accordance with
applicable provisions of Delaware law) were converted into the right to
receive $2.90 per Share, net to the seller in cash, upon delivery of
appropriate documentation to the Paying Agent for the Offer and (ii)
Warrants which were not validly tendered pursuant to the Offer and accepted
for purchase by Purchaser remained outstanding and were converted into the
right to exercise each such Warrant at an exercise price of $2.50 in
exchange for $2.90 per Warrant in cash, without interest, in the manner
provided by the terms of such Warrant. As a result of the Merger, Parent
beneficially owns 100% of the outstanding Shares of the Company.
In accordance with the terms of the Merger Agreement, among other
things, the Board of Directors of the Company is now composed of the former
members of the Board of Directors of Purchaser and the officers of the
Company are now the former officers of Purchaser.
To the knowledge of the Company, except as set forth herein, there
are no arrangements, including any pledge by any person of securities of
the Company, the operation of which may at a subsequent date result in a
further change in control of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
(1) Press Release of Purchaser dated August 23, 1999.
SIGNATURES
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.
AQUA ALLIANCE INC.
By: /s/ Alain Brunais
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Name: Alain Brunais
Title: Senior Vice President and
Chief Financial Officer
Date: August 23, 1999
EXHIBIT INDEX
Exhibit No. Description
(1) Press Release of Purchaser dated August 23, 1999.
NEWS RELEASE
FOR IMMEDIATE RELEASE
Aqua Acquisition Corporation
Contact: Neil Lawrence Lane
Telephone: (212) 753-2000
Fax: (212) 753-9301
AQUA ACQUISITION CORPORATION ANNOUNCES CONSUMMATION OF SECOND STEP MERGER
WITH AQUA ALLIANCE INC.
New York, New York -- August 23, 1999 -- Aqua Acquisition Corporation,
an indirect wholly owned subsidiary of Vivendi, the world's largest
environmental services provider and one of Europe's fastest-growing
companies, today announced that, pursuant to an Agreement and Plan of
Merger, dated as of July 9, 1999, by and among Aqua Acquisition, Vivendi
and Aqua Alliance Inc. (AMEX: AAI), Aqua Acquisition has merged with and
into Aqua Alliance Inc., becoming an indirect wholly owned subsidiary of
Vivendi.
Aqua Acquisition also announced that, as a result of the merger, any
outstanding shares of Aqua Alliance common stock (other than shares for
which appraisal is sought under applicable provisions of Delaware law) not
previously purchased in the tender offer by Aqua Acquisition were converted
into the right to receive the same $2.90 per share cash price paid in the
tender offer. Within the next few days, ChaseMellon Shareholder Services,
L.L.C., the Paying Agent for the tender offer, will mail to non-tendering
stockholders, materials to be used to exchange Aqua Alliance stock
certificates for such payment. In addition, any outstanding warrants to
purchase common stock of Aqua Alliance not previously purchased in the
tender offer will remain outstanding and will be converted into the right
to exercise each such warrant at an exercise price of $2.50 in exchange for
$2.90 in cash, without interest, in the manner provided by the terms of
such warrant.
Aqua Alliance Inc. is an integrated single source provider of services
and solutions for the water, wastewater and hazardous waste remediation
markets. Aqua Alliance, through its subsidiaries, provides a comprehensive
range of services and technologies directed primarily at providing complete
services for the operation, maintenance and management of water and
wastewater treatment systems; engineering, design and construction of water
and wastewater facilities; and the remediation of hazardous waste.
Vivendi is a major player in Europe's communications and utilities
industries. Vivendi has 235,000 employees, annual sales of about $35
billion and market capitalization of over $41 billion (Euro 38.0 billion).
