SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 6, 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 Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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
No change
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events
On April 6, 1999, Aqua Alliance Inc. ("AAI") announced that on
April 2, 1999, three purported class action complaints were filed in the
Delaware Court of Chancery against Vivendi ("Vivendi"), a wholly-owned
United States subsidiary of Vivendi, AAI and each of the members of AAI's
Board of Directors. The complaints relate to AAI's announcement on April 1,
1999 that 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. On April 6, 1999, AAI issued a press release
concerning the filing of the complaints. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release of AAI dated April 6, 1999.
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: April 6, 1999
EXHIBIT INDEX
Exhibit No. Description Page No.
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99.1 Press release of AAI dated April 6, 1999. 5
EXHIBIT 99.1
CONTACT: Robert S. Volland
Aqua Alliance Inc.
(781) 224-6116
FOR IMMEDIATE RELEASE
April 6, 1999
WAKEFIELD, Massachusetts, April 6, 1999--Aqua Alliance Inc. ("AAI") today
announced that on April 2, 1999, three purported class action complaints
were filed in the Delaware Court of Chancery against Vivendi ("Vivendi"), a
wholly-owned United States subsidiary of Vivendi, AAI and each of the
members of AAI's Board of Directors.
On April 1, 1999, AAI announced that 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 complaints allege,
among other things, that the consideration to be paid for the shares of
Class A Common Stock is grossly inadequate and that the terms of the
proposed transaction are unfair to AAI's public stockholders. The
complaints seek preliminary and permanent injunctive relief, recission in
the event that the transaction is consummated and compensatory damages. The
Special Committee is in the process of reviewing the going private proposal
from Vivendi. AAI believes that the claims are meritless and intends to
defend them vigorously.
AAI 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. AAI is an
affiliate of Vivendi, the world's largest water company.
