SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(AMENDMENT NO. 2)
PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AQUA ALLIANCE INC.
(NAME OF SUBJECT COMPANY)
AQUA ALLIANCE INC.
VIVENDI
AQUA ACQUISITION CORPORATION
(NAME OF PERSONS FILING STATEMENT)
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CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE AND
WARRANTS TO PURCHASER CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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038367108
038367116
(CUSIP NUMBERS OF CLASS OF SECURITIES)
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MICHEL AVENAS NEIL LAWRENCE LANE
VIVENDI AQUA ALLIANCE INC.
AQUA ACQUISITION CORPORATION 30 HARVARD MILL SQUARE
C/O VIVENDI NORTH AMERICA MANAGEMENT WAKEFIELD, MA 01880
SERVICES, INC. TELEPHONE: (781) 246-5200
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 PERSONS FILING STATEMENT)
COPIES TO:
MARTHA E. MCGARRY JOSEPH D. HANSEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & KAYE, SCHOLER, FIERMAN, HAYS &
FLOM LLP HANDLER, LLP
919 THIRD AVENUE 425 PARK AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 1022
(212) 735-3000 TELEPHONE: (212) 836-6689
This statement is filed in connection with (check the appropriate box):
a. ( ) The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or
Rule 13d-3(c) under the Securities Exchange Act of 1934.
b. ( ) The filing of a registration statement under the
Securities Act of 1933.
c. (X) A tender offer.
d. ( ) None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: ( )
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$97,091,876 $19,418
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* 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
Filing Parties: Vivendi and 14D-1/13SD
Aqua Acquisition Corporation Date Filed: July 16, 1999
INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (this "Amendment") is being filed by (1) Vivendi, a sociEtE
anonyme organized under the laws of the Republic of France ("Parent"), (ii)
Aqua Acquisition Corporation, a Delaware corporation ("Purchaser") and an
indirect wholly owned subsidiary of Parent and (iii) Aqua Alliance Inc., a
Delaware corporation (the "Company"), pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in
connection with the tender offer by Purchaser to purchase (x) all issued
and outstanding shares (the "Shares") of common stock, par value $.001 per
share, of the Company at a price of $2.90 per share and (y) all outstanding
Warrants to purchase Shares at a price of $.40 per warrant, in each case,
net to the seller in cash, upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase dated July 16, 1999 and in the
related Letter of Transmittal (which together constitute the "Offer").
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 is hereby amended and supplemented as follows:
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 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented as follows:
(d) (8) Press release issued by the Purchaser, dated August 13,
1999.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13E-3 is true,
complete and correct.
Dated: August 13, 1999 AQUA ACQUISITION CORPORATION
By: /s/ Michael Avenas
---------------------------------
Name: Michael Avenas
Title: President
VIVENDI
By: /s/ Danielle Caille
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Name: Danielle Caille
Title: Director
AQUA ALLIANCE INC.
By: /s/ Neil Lawrence Lane
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Name: Neil Lawrence Lane
Title: Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit Description
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(d) (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).
