SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(FINAL AMENDMENT)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 21)
AQUA ALLIANCE INC.
(NAME OF SUBJECT COMPANY)
VIVENDI
AQUA ACQUISITION CORPORATION
(BIDDERS)
________________
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
AND
WARRANTS TO PURCHASE CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
________________
038367108
038367116
(CUSIP NUMBERS OF CLASS OF SECURITIES)
________________
MICHEL AVENAS
AQUA ACQUISITION CORPORATION
C/O VIVENDI NORTH AMERICA MANAGEMENT SERVICES, INC.
800 THIRD AVENUE
38TH FLOOR
NEW YORK, NY 10022
TELEPHONE: (212) 753-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
MARTHA E. MCGARRY, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$97,091,876 $19,418
-------------------------
* Estimated for purposes of calculating the amount of the filing fee
only. This amount assumes the purchase of 32,935,254 shares of
Class A Common Stock, par value $.001 per share (the "Shares"), of
Aqua Alliance Inc. (the "Company"), a Delaware corporation, at a
price of $2.90 per Share net to the seller in cash, without interest
thereon and 3,949,099 warrants to purchase the Shares issued
pursuant to the Company Rights Offering dated January 26, 1998 (the
"Warrants"), at the purchase price of $0.40 per Warrant. Such
number of Shares represents the 31,551,754 Shares outstanding as of
July 9, 1999, not owned by Vivendi, a sociEtE anonyme organized
under the laws of the Republic of France and its wholly owned
affiliates, and assumes the issuance prior to the consummation of
the Offer of 1,383,500 Shares upon the exercise of outstanding
options. Such number of Warrants represents the 3,949,099 Warrants
outstanding as of July 9, 1999.
** The amount of the filing fee calculated in accordance with
Regulation 240.1-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the value of the
transaction.
(X) Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
Amount previously paid: $19,418 Form or Registration No.: Schedule
14D-1/13SD
Filing Parties: Vivendi and Aqua Date Filed: July 16, 1999
Acquisition Corporation
CUSIP NOS. 038367108/038367116 14D-1 AND 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Aqua Acquisition Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X)
(b) ( )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,643,707 shares of Class A Common Stock*
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES ( )
---------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99%
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10 TYPE OF REPORTING PERSON
CO
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* The 187,643,707 shares of Class A Common Stock include 3,909,643
Warrants to purchase Class A Common Stock which are immediately
exercisable on a one-Warrant-for-one-Share basis.
CUSIP NOS. 038367108/038367116 14D-1 AND 13D
---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Vivendi (FORMERLY NAMED COMPAGNIE GENERALE DES EAUX)
---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (X)
(b) ( )
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC; OO
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) ( )
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
REPUBLIC OF FRANCE
---------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,643,707 shares of Class A Common Stock*
---------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES ( )
---------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99%
---------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
---------------------------------------------------------------------------
* Vivendi claims beneficial ownership of the 187,643,707 shares of Class
A Common Stock owned by its indirect wholly owned subsidiary Aqua
Acquisition Corporation. In addition, the 187,643,707 shares of Class A
Common Stock include 3,909,643 Warrants to purchase Class A Common Stock
which are immediately exercisable on a one-Warrant-for-one-Share basis.
TENDER OFFER
This Final Amendment (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule 14D-1(the "Statement") filed with the
Securities and Exchange Commission (the "Commission") on July 16, 1999
relating to the offer by Aqua Acquisition Corporation (the "Purchaser"), a
Delaware corporation and an indirect wholly owned subsidiary of Vivendi
("Parent"), a sociEtE anonyme organized under the laws of the Republic of
France, to purchase all of the outstanding shares of Class A Common Stock,
par value $.001 per share (the "Shares"), of Aqua Alliance Inc. (the
"Company"), a Delaware corporation, at a purchase price of $2.90 per Share,
net to the seller in cash, without interest and all outstanding Warrants to
purchase the Shares issued pursuant to the Company Rights Offering dated
January 26, 1998 (the "Warrants"), at the purchase price of $0.40 per
Warrant upon the terms and subject to the conditions set forth in the Offer
to Purchase dated July 16, 1999 and in the related Letter of Transmittal
(which together constitute the "Offer").
This Statement also constitutes Amendment No. 21 to Schedule 13D with
respect to the beneficial ownership of each of the Purchaser and Parent
with respect to the Shares. The item numbers and responses thereto are in
accordance with the requirements of Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended to add the following:
Following expiration of the Offer at 12:00 Midnight, New York City
Time, on August 12, 1999, the Purchaser accepted for payment all Shares and
Warrants validly tendered and not withdrawn pursuant to the Offer. The
Purchaser has been informed by the Depositary that, after giving effect to
tendering stockholders' and Warrantholders' compliance with guaranteed
delivery procedures, 30,019,389 Shares and 3,909,643 Warrants, representing
approximately 18.3 percent of the total outstanding Shares, were validly
tendered and not withdrawn pursuant to the Offer. As a result of the
Offer, the Purchaser and Parent beneficially own approximately 99 percent
of the outstanding Shares of the Company.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: August 18, 1999
AQUA ACQUISITION CORPORATION
By: /s/ Michel Avenas
------------------------------
Name: Michel Avenas
Title: President
VIVENDI
By: /s/ Daniel Caille
------------------------------
Name: Daniel Caille
Title: Directeur
