SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 3)
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. 20)
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 Acquisition Corporation Date Filed: July 16, 1999
CUSIP NOS. 038367108/ 14D-1 AND 13D
038367116
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Aqua Acquisition Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)| |
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,929,821 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)
18.3%
10 TYPE OF REPORTING PERSON
CO
* The 33,929,821 shares of Class A Common Stock include 3,909,643 Warrants to
purchase Class A Common Stock which are immediately exercisable on a one for
one basis.
CUSIP NOS. 038367108/ 14D-1 AND 13D
038367116
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
187,644,496 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
* All such shares of the Class A Common Stock are beneficially owned
directly and indirectly by Vivendi through its wholly owned subsidiary,
Vivendi North America Operations, Inc. In addition, the 187,644,496
shares of Class A Common Stock include 3,909,643 Warrants to purchase
Class A Common Stock which are immediately exercisable on a one for one
basis.
TENDER OFFER
This Amendment No. 3 (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. 20 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 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 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following
(a)(8) Press Release of the Purchaser dated August 13, 1999.
SIGNATURES
After due inquiry and to the best of my knowledg0e and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: August 13, 1999
AQUA ACQUISITION CORPORATION
By: /s/ Michel Avenas
------------------------
Name: Michel Avenas
Title: President
VIVENDI
By: /s/ Daniel Caille
-----------------------
Name: Daniel Caille
Title: Directeur
INDEX TO EXHIBITS
ITEM NO. DESCRIPTION
(a)(8) Press Release of 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).
