SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-
1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 16)1
AQUA ALLIANCE INC.
(Name of Issuer)
CLASS A COMMON STOCK
$.001 PAR VALUE
038367108
(CUSIP Number)
Martha E. McGarry, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 1999
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|.
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 8)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP NO. 009058108 13D
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VIVENDI (FORMERLY NAMED COMPAGNIE GENERALE DES EAUX)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF THE GROUP
(A) [x]
(B) [_]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[-]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
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(7) SOLE VOTING POWER
COMMON STOCK: 153,609,975
(SEE ITEM 5)
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NUMBER OF (8) SHARED VOTING POWER
SHARES NONE
BENEFICIALLY -----------------------------------
OWNED BY (9) SOLE DISPOSITIVE POWER
EACH COMMON STOCK: 153,609,975
REPORTING (SEE ITEM 5)
PERSON WITH -----------------------------------
(10) SHARED DISPOSITIVE POWER
NONE
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
COMMON STOCK: 153,609,975 (SEE ITEM 5)
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[-]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.0%
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(14) TYPE OF REPORTING PERSON
CO
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Vivendi (formerly named Compagnie Generale des Eaux)
("Vivendi") hereby amends and supplements the report on Schedule 13D,
originally filed on May 23, 1990, as amended (the "Schedule 13D"), with
respect to its ownership of shares of Class A Common Stock, par value $.001
per share (the "Class A Common Stock"), of Aqua Alliance Inc. (formerly
named Air & Water Technologies Corporation), a Delaware corporation
("AAI"). Capitalized terms used herein but not otherwise defined shall have
the meanings assigned to them in the Schedule 13D.
The Schedule 13D is hereby amended as follows:
ITEM 1. SECURITY AND ISSUER.
The response set forth in Item 1 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
Effective October 13, 1998, Air & Water Technologies
Corporation changed its name to "Aqua Alliance Inc." (hereinafter
"AAI") and relocated its principal executive offices. The new address
of AAI's principal executive offices is 30 Harvard Mill Square,
Wakefield, Massachusetts 01880.
ITEM 2. IDENTITY AND BACKGROUND.
The response set forth in Item 2 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
Effective May 15, 1998, Compagnie Generale des Eaux
changed its name to "Vivendi" (hereinafter "Vivendi").
On December 31, 1998, all of the shares of Class A Common
Stock beneficially owned by Vivendi, including all of the shares of
Class A Common Stock held by Vivendi North America Company (formerly
named Anjou International Company), were transferred to Vivendi's
wholly-owned subsidiary, Vivendi North America Operations, Inc., a
Delaware corporation ("VNAO").
VNAO is a holding company for certain interests of
Vivendi in the United States. The address of the principal business
and office of VNAO is c/o Vivendi North America Management Services,
Inc., 800 Third Avenue, New York, New York 10022. The name, business
address, present principal occupation or employment (including name
and address of employer) and citizenship of each executive officer
and director of VNAO is set forth on Schedule D hereto and is
incorporated by reference herein.
During the last five years, neither VNAO, nor any person
controlling VNAO nor, to the best of VNAO's knowledge, any of the
persons listed on Schedule D hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION.
The response set forth in Item 4 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
On April 1, 1999, AAI announced that Vivendi
("Vivendi"), its largest stockholder, had on such date submitted to
members of a Special Committee of AAI's Board of Directors a proposal
to take AAI private for $2.00 per share in cash for each outstanding
share of Class A Common Stock. The formation of the Special Committee
has been formally authorized by AAI's Board of Directors for the
purpose of examining issues arising from the announcement on March 22
by Vivendi that it had agreed to acquire United States Filter
Corporation. The Special Committee is made up of the two independent
directors of AAI. On April 1, 1999, AAI issued a press release
concerning the offer and the formation of the Special Committee. A
copy of the press release is attached hereto as Exhibit 99.9 and is
incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Title
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99.9 Press release of AAI dated April 1, 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.
VIVENDI
By: /s/ Guillaume Hannezo
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Name: Guillaume Hannezo
Title: Chief Financial Officer
Date: April 1, 1999
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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99.9 Press release of AAI dated April 1, 1999. 8
SCHEDULE D
DIRECTORS AND EXECUTIVE OFFICERS OF
VIVENDI NORTH AMERICA OPERATIONS, INC.
The name, title, business address and present principal occupation or
employment (including the name and address of employer) of each executive
officer and director of Vivendi North America Operations, Inc. are set
forth below. If no business address is given, the executive officer's or
director's address is c/o Vivendi North America Management Services, Inc.,
800 Third Avenue, New York, New York 10022. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Vivendi
North America Operations, Inc.
NAME AND TITLE PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
BUSINESS ----- ---------------------------- -----------
ADDRESS (including name and address of
-------- employer)*
Michel Avenas Director, President of Vivendi North French
President America Company
Christian G. Vice President, Vice President, Chief Financial United
Farman Treasurer Officer of Vivendi North America States
Company
Neil Lawrence Vice President, Vice President, General Counsel United
Lane Secretary of Vivendi North America States
Company
* Same address as executive officer's or director's business address except
where indicated.
EXHIBIT 99.9
Contact: Robert S. Volland FOR IMMEDIATE RELEASE
Aqua Alliance April 1, 1999
781-246-5200
WAKEFIELD, MASSACHUSETTS, April 1, 1999 - Aqua Alliance Inc. (AMEX:
AAI) announced that Vivendi has today submitted to members of a Special
Committee of Aqua Alliance's Board of Directors a proposal to take Aqua
Alliance private for $2.00 per share in cash for each outstanding share of
Class A Common Stock. Vivendi is Aqua Alliance's largest shareholder,
beneficially owning approximately 83% of Aqua Alliance's outstanding common
stock. The formation of the Special Committee has been formally authorized
by the Board of Directors for the purpose of examining issues arising from
the announcement on March 22 by Vivendi that it had agreed to acquire
United States Filter Corporation. The Special Committee is made up of the
two independent directors of Aqua Alliance.
Aqua Alliance provides a comprehensive range of services and
technologies for the engineering, design and construction of water and
wastewater facilities; the remediation of hazardous waste; and the
operation, maintenance and management of water and wastewater treatment
systems. These services are provided to a full range of government and
industrial clients. Aqua Alliance is an affiliate of Vivendi, the world's
largest water company.
