SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
GZA GeoEnvironmental Technologies, Inc.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
362386-10-4
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
May 9, 2000
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(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
o.
= 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 11 Pages)
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CUSIP No. 362386-10-4 13D Page 2 of 11 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ACQUISITOR PLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 219,200 (1)
OWNED BY EACH ------------------------------------------------------------
REPORTING PERSON
WITH
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
219,200
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
219,200
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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)
5.30%
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14 TYPE OF REPORTING PERSON*
CO
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(1) Acquisitor plc is subject to the voting provisions of a Purchase
Agreement between itself and Futureco Environmental, Inc. dated as of
May 9, 2000, as summarized in Item 6 below.
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CUSIP No. 362386-10-4 13D Page 3 of 11 Pages
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The following constitutes Amendment No. 1 to the Schedule 13D filed by
the undersigned (the "Schedule 13D"). Except as specifically amended by this
Amendment No. 1, the Schedule 13D remains in full force and effect.
Item 4 is amended to read as follows:
Item 4. Purpose of Transaction.
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The Reporting Person granted an option to purchase the shares of
Common Stock of the Issuer it beneficially owns (the "Options") subject to the
terms and conditions of that certain Purchase Agreement between the Reporting
Person and Futureco Environmental, Inc. ("Futureco") dated as of May 9, 2000
(the "Purchase Agreement"), a copy of which is attached hereto as Exhibit 1 and
the terms of which are incorporated herein by reference as if specifically set
forth here.
In the event that the Options are not exercised by Futureco, the
Reporting Person intends to continue to have open communications with the
Issuer's management in order to monitor their efforts to increase stockholder
value. In such circumstances, depending on various factors including, without
limitation, the Issuer's financial position and investment strategy, the price
levels of the Issuer's common stock, conditions in the securities markets and
general economic and industry conditions, the Reporting Person may in the future
take such actions with respect to its investment in the Issuer as it deems
appropriate including, without limitation purchasing additional shares of Common
Stock in the open market or otherwise, making an offer to purchase up to all of
the Issuer's outstanding shares of Common Stock through a negotiated transaction
or otherwise, seeking to nominate a slate of directors to the Issuer's board of
directors or presenting proposals for stockholders' consideration at an annual
or special meeting of the Issuer's stockholders. The Reporting Person may also
sell some or all of its shares of Common Stock through privately negotiated
transactions including the Purchase Agreement, or to change its intention with
respect to any and all matters referred to in this Item 4.
Item 6 is amended to read as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
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Securities of the Issuer.
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The Reporting Person is a party to the Purchase Agreement. The
Reporting Person has granted Futureco an option to purchase all the shares of
Common Stock it presently owned and it may own until the Expiration Date (as
defined in the Purchase Agreement). The Purchase Agreement prohibits the
Reporting Person from transferring, selling, exchanging, pledging or otherwise
disposing or encumbering such shares of Common Stock until the Expiration Date.
Until such Expiration Date, the Reporting Person further promises that at every
meeting of the
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CUSIP No. 362386-10-4 13D Page 4 of 11 Pages
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stockholders of the Issuer called with respect to the Transactions (as defined
in the Purchase Agreement), and at every adjournment thereof, and on every
action or approval by written consent of the stockholders of the Issuer with
respect to the Transactions, the Reporting Person shall vote the shares of
Common Stock it beneficially owned in favor of adoption and approval of the
Transactions and any matter that could reasonably be expected to facilitate the
Transactions. The obligation of the Reporting Person to sell such shares of
Common Stock is contingent upon Futureco or its affiliate entering into a
definitive agreement with the Issuer with respect to the Merger (as defined in
the Purchase Agreement) or the sale is in furtherance of the Transactions.
The exercise price for the option granted under the Purchase Agreement
is at a price per share of Common Stock equal to the greater of $6.25 per share
or the per share price paid to the "public" shareholders of the Issuer in
connection with the Transactions.
Item 7 is amended to read as follows:
Item 7. Material to be Filed as Exhibits.
---------------------------------
The following documents are filed herewith:
Exhibit 1 - Purchase Agreement between Futureco Envioronmental, Inc.
and Acquisitor plc dated as of May 9, 2000.
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CUSIP No. 362386-10-4 13D Page 5 of 11 Pages
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SIGNATURES
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After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 9, 2000 ACQUISITOR PLC
By: /s/ Duncan Soukup
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Name: Duncan Soukup
Title: Managing Director
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CUSIP No. 362386-10-4 13D Page 6 of 11 Pages
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Exhibit 1
PURCHASE AGREEMENT
This Purchase Agreement (the "Purchase Agreement") is made and entered
into as of May 9, 2000, by and between Futureco Environmental, Inc., a Delaware
corporation ("Futureco"), and the undersigned stockholder ("Holder") of GZA
GeoEnvironmental Technologies, Inc., a Delaware corporation ("GZA").
RECITALS
Futureco has presented a proposal to the board of directors of GZA to
acquire (either directly or through an affiliate) all of the outstanding capital
stock of GZA through various transactions yet to be determined, but including a
merger (the "Merger" which, together with the other transactions, are
collectively referred to herein as the "Transactions"). The Holder is the
beneficial owner of such number of shares of outstanding capital stock and all
rights, warrants and options to acquire shares of capital stock of GZA as is
indicated on the final page of this Purchase Agreement (the "GZA Securities").
In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. Agreement to Sell GZA Securities.
---------------------------------
(a) Transfer and Encumbrance. Except as provided herein,
Holder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or
encumber the GZA Securities or any New GZA Securities (as defined in Section
1(b)), or to make any offer or agreement relating thereto, at any time prior to
the Expiration Date. As used herein, the term "Expiration Date" shall mean the
earliest to occur of (i) the purchase of the GZA Securities and the New GZA
Securities pursuant to the provisions hereof; (ii) notice to the Holder by
Futureco that it has been unable for whatever reason to consummate the
Transactions; (iii) the failure of Futureco or its affiliate to enter into a
definitive agreement with GZA with respect to the Transactions on or before June
30, 2000; and (iv) September 30, 2000.
(b) New GZA Securities. Until the Expiration Date, Holder
agrees that any shares of capital stock of GZA and all rights, warrants and
options to acquire shares of capital stock of GZA that Holder purchases or with
respect to which Holder otherwise acquires beneficial ownership after the date
of this Purchase Agreement and prior to the Expiration Date ("New GZA
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CUSIP No. 362386-10-4 13D Page 7 of 11 Pages
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Securities") shall be subject to the terms and conditions of this Purchase
Agreement to the same extent as if they constituted GZA Securities.
(c) Sale of Securities. Subject to the terms and conditions
hereof, Futureco agrees to purchase and Holder agrees to sell the GZA Securities
and any New GZA Securities on the Closing Date (as hereinafter defined) at a
price equal to the greater of (i) $6.25 per share or (ii) the per share price
paid to the "public" shareholders of GZA in connection with the Transactions.
Notwithstanding the above, Holder shall not be required to sell the GZA
Securities or the New GZA Securities to Futureco unless and until Futureco or
its affiliate shall have entered into a definitive agreement with respect to the
Merger, or the sale is otherwise in furtherance of the Transactions.
(d) Closing. The purchase and sale of the GZA Securities and
New GZA Securities shall take place at the offices of Bowditch & Dewey, LLP, 311
Main Street, Worcester, Massachusetts on a date which is set forth in a notice
from Futureco to Holder which date shall be no earlier than ten days from the
date of such notice, but in any event no later than September 30, 2000 (the
"Closing Date"). At the Closing, the Holder shall deliver to Futureco the GZA
Securities and the New GZA Securities (by DTC book-entry to a brokerage account
designated by Futureco) which Futureco is purchasing against delivery to the
Holder by Futureco of a bank wire in the amount of the purchase price therefore,
payable to the Holder's order; provided, however, if the Closing Date is prior
to the time that the alternate price described in Section 1(c)(ii) can be
determined, the consideration paid at the Closing Date shall be $6.25 per share
with the remainder of the price, if any, being paid at such time as the public
shareholders are paid.
2. Agreement to Vote GZA Securities. Until the Expiration Date, at
every meeting of the stockholders of GZA called with respect to any of the
following, and at every adjournment thereof, and on every action or approval by
written consent of the stockholders of GZA with respect to any of the following,
Holder shall vote the GZA Securities and any New GZA Securities in favor of
adoption and approval of the Transaction and any matter that could reasonably be
expected to facilitate the Transactions. This Purchase Agreement is intended to
bind Holder as a stockholder of GZA only with respect to the specific matters
set forth herein.
3. Representations, Warranties, Covenants of Holder. Holder hereby
represents, warrants, covenants and agrees as follows:
(a) Authority and Status. Holder (i) is the beneficial owner
of the GZA Securities, and at the Closing Date will be transferred free and
clear of any liens, claims, options, charges or other encumbrances, and are not
subject to any stockholder agreements, voting trusts, proxies or other
arrangements or understandings among the stockholders of GZA relating to the
voting of their respective shares, (ii) does not beneficially own any shares of
capital stock of GZA other than the GZA Securities and (iii) has full power and
authority to make, enter into and carry out the terms of this Purchase
Agreement. The execution, delivery and performance of this Purchase Agreement
and the consummation of the transactions contemplated hereby will not result in
any violation of any judgment or decree by which Holder is bound or be in
conflict with, or constitute
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CUSIP No. 362386-10-4 13D Page 8 of 11 Pages
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with or without the passage of time and giving of notice, either a default under
any instrument, judgment, order, writ, decree or contract, or an event which
results in the creation of any material lien charge or encumbrance upon any
assets of the Holder.
(b) Waivers. Holder hereby waives, effective as of the
Closing Date, any liquidation, redemption, anti-dilution, registration rights,
information rights, preemptive rights, priority rights, rights of first refusal,
co-sale or other similar rights, if any, relating to the GZA Common Stock under
the terms of the certificate of incorporation or bylaws of GZA or any agreement
to which Holder is a party in effect immediately prior to the Effective Time.
(c) Accuracy of Representations, Warranties and
Certifications. Except to the extent written notification to the contrary is
received by Futureco from Holder prior to the Closing Date, the representations,
warranties and certifications contained herein shall be accurate at all times
from the date hereof through the Closing Date.
4. Representations and Warranties of Futureco. Futureco hereby
represents and warrants that Futureco has full power and authority to enter into
this Purchase Agreement. The execution, delivery and performance of this
Purchase Agreement and the consummation of the transactions contemplated hereby
will not result in any violation of any judgment or decree by which Futureco is
bound or be in conflict with, or constitute with or without the passage of time
and giving of notice, either a default under any instrument, judgment, order,
writ, decree or contract, or an event which results in the creation of any
material lien charge or encumbrance upon any assets of Futureco. Except to the
extent written notification to the contrary is received by Holder from Futureco
prior to the Closing Date, the representations, warranties and certifications
contained herein shall be accurate at all times from the date hereof through the
Closing Date.
5. Additional Documents. Holder hereby covenants and agrees to
execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of Futureco, to carry out the purpose and intent of this
Purchase Agreement.
6. Termination. This Purchase Agreement shall terminate and shall
have no further force or effect as of the Expiration Date and the parties hereto
shall have no further obligations except for those provisions which by their
terms survive. Without limiting the generality of the foregoing, Futureco shall
have no purchase obligations under the provisions of Section 1(c) after delivery
of the notice described in Section 1(a).
7. Miscellaneous.
(a) Amendments and Waivers. Any term of this Purchase Agreement
may be amended or waived with the written consent of the parties or their
respective successors and assigns. Any amendment or waiver effected in
accordance with this Section 7(a) shall be binding upon the parties and their
respective successors and assigns.
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CUSIP No. 362386-10-4 13D Page 9 of 11 Pages
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(b) Governing Law. This Purchase Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of Delaware, without giving effect to principles of conflicts of
law.
(c) Counterparts. This Purchase Agreement may be executed in two
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
(d) Titles and Subtitles. The titles and subtitles used in this
Purchase Agreement are used for convenience only and are not to be considered in
construing or interpreting this Purchase Agreement.
(e) Notices. Any notice required or permitted by this Purchase
Agreement shall be in writing and shall be deemed sufficient upon receipt, when
delivered personally or by courier, overnight delivery service or confirmed
facsimile, or forty-eight (48) hours after being deposited in the regular mail
as certified or registered mail (airmail if sent internationally) with postage
prepaid, if such notice is addressed to the party to be notified at such party's
address or facsimile number as set forth on the final page of this Purchase
Agreement, or as subsequently modified by written notice.
(f) Severability. If one or more provisions of this Purchase
Agreement are held to be unenforceable under applicable law, the parties agree
to renegotiate such provision in good faith, in order to maintain the economic
position enjoyed by each party as close as possible to that under the provision
rendered unenforceable. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Purchase Agreement, (ii) the balance of
this Purchase Agreement shall be interpreted as if such provision were so
excluded and (iii) the balance of this Purchase Agreement shall be enforceable
in accordance with its terms.
(g) Attorneys' Fees. Should suit be brought to enforce or
interpret any part of this Purchase Agreement, the prevailing party will be
entitled to recover, as an element of the costs of suit and not as damages,
reasonable attorneys' fees to be fixed by the court (including without
limitation, costs, expenses and fees on any appeal). The prevailing party will
be entitled to recover its costs of suit proceeds to final judgment.
[Signature page follows]
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CUSIP No. 362386-10-4 13D Page 10 of 11 Pages
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The parties have caused this Purchase Agreement to be duly executed as of the
date first above written.
FUTURECO ENVIRONMENTAL, INC.,
By: /s/ William R. Beloff
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Name: William R. Beloff
Title: President
Address: c/o Bowditch & Dewey, LLP
311 Main Street
Worcester, MA 01609
Facsimile: (508) 756-7636
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"HOLDER"
ACQUISITOR PLC
By: /s/ Duncan Soukup
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Name: Duncan Soukup
Title: Managing Director
Holder's Address for Notice:
Avery House
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52 Brooks Mews
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London, W1Y 1LE
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U.K.
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Facsimile: 011 44207 499 5312
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CUSIP No. 362386-10-4 13D Page 11 of 11 Pages
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GZA Securities beneficially owned:
Shares of Common Stock of GZA
GeoEnvironmental Technologies, Inc.
owned as of the date of this Purchase
Agreement: 219,000
Shares of Common Stock of GZA
GeoEnvironmental Technologies, Inc.
owned as of the date of the Purchase
Agreement issuable upon exercise of
outstanding options and warrants: N/A
