SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AQUA ALLIANCE INC.
(NAME OF SUBJECT COMPANY)
AQUA ALLIANCE INC.
(NAME OF PERSON(S) FILING STATEMENT)
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CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
038367108
(CUSIP NUMBER OF CLASS OF SECURITIES)
WARRANTS TO PURCHASE CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
038367116
(CUSIP NUMBERS OF CLASS OF SECURITIES)
----------------
NEIL LAWRENCE LANE
AQUA ALLIANCE INC.
30 HARVARD MILL SQUARE
WAKEFIELD, MASSACHUSETTS 01880
(781) 246-5200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH A COPY TO:
JOSEPH D. HANSEN, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
Aqua Alliance Inc., a Delaware corporation (the "Company"), hereby
amends and supplements its Solicitation/Recommendation Statement on
Schedule 14D-9 initially filed with the Securities and Exchange 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 the
Company, 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").
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented as follows:
On August 13, 1999, the Purchaser issued a press release, a copy of
which is attached hereto as Exhibit (a)(8) and is incorporated herein by
reference, announcing the expiration of the Offer at 12:00 Midnight, New
York City Time, on August 12, 1999. According to the press release, the
Purchaser accepted for payment all Shares and Warrants validly tendered and
not withdrawn pursuant to the Offer and has been informed by the depositary
to the Offer that, after giving effect to the Shares and Warrants tendered
pursuant to the guaranteed delivery procedures, 30,020,178 Shares and
3,909,643 Warrants, representing approximately 83% percent of the
outstanding Shares not previously owned by Parent and its affiliates, were
validly tendered and not withdrawn pursuant to the Offer. As a result of
the Offer, the Purchaser and Parent own approximately 99% of the total
outstanding Shares. The Purchaser plans to acquire the remaining Shares
and Warrants through a cash merger, expected to be completed shortly.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
(a)(8) Press release issued by the Purchaser, dated August 13, 1999.
SIGNATURE
After reasonable 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.
AQUA ALLIANCE INC.
By: /s/ Neil Lawrence Lane
-----------------------------
Name: Neil Lawrence Lane
Title: Vice President, General
Counsel and Secretary
Dated: August 13, 1999
EXHIBIT INDEX
(a)(8) Press release issued by the Purchaser, dated August 13, 1999.
NEWS RELEASE
FOR IMMEDIATE RELEASE
Aqua Acquisition Corporation
Contact: Neil Lawrence Lane
Telephone: (212) 753-2000
Fax: (212) 753-9301
AQUA ACQUISITION CORPORATION COMPLETES TENDER OFFER
FOR AQUA ALLIANCE INC.
New York, New York - August 13, 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 the successful completion of its tender offer
for all outstanding shares of Aqua Alliance Inc. (AMEX: AAI) common stock
at $2.90 net per share in cash and all outstanding warrants to purchase
common stock of Aqua Alliance at $.40 net per warrant in cash. Aqua
Acquisition Corporation has been advised by the depositary for the tender
offer that, as of the expiration of the offer at 12:00 Midnight yesterday,
approximately 29,259,934 shares of Aqua Alliance common stock and 3,909,643
warrants to purchase Aqua Alliance common stock were validly tendered and
not properly withdrawn (along with 760,244 shares tendered pursuant to the
procedures for guaranteed delivery), for a total of 30,020,178 shares
representing approximately 16% of total shares outstanding. In addition,
Vivendi is contributing the 153,714,675 shares of Aqua Alliance common
stock it beneficially owns, representing approximately 83% of total shares
outstanding, to Aqua Acquisition Corporation, resulting in total ownership
of Aqua Alliance shares by Aqua Acquisition Corporation of 183,734,853
shares or approximately 99% of total shares outstanding. As previously
announced, Aqua Acquisition Corporation plans to acquire the remaining
shares of Aqua Alliance common stock at $2.90 per share and warrants to
purchase Aqua Alliance common stock at $.40 per warrant through a cash
merger, expected to be completed shortly.
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).
