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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Aquagenix, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
03838R 102
(CUSIP Number)
Nicolas Berggruen
499 Park Avenue
New York, NY 10022
212-421-0110
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 1997
(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.
*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 containing information which would alter
disclosure 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 ("Act") 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).
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 03838R 102 Page 2 of 5 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Nicolas Berggruen
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |X|
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 428,028
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 428,028
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
428,028
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented By Amount in Row (11)
10.11%
14 Type of Reporting Person*
IN
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Item 1 is hereby amended and restated as follows:
"Item 1. Security and Issuer
This Amendment No. 3 to the Schedule 13D relates to shares of common
stock, par value $.01 per share (the "Common Stock") of Aquagenix, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 6500 Northwest 15th Avenue, Fort Lauderdale, Florida
33309."
Item 2 is hereby amended and restated as follows:
"Item 2. Identity and Background
The Amendment No. 3 to the Schedule 13D relating to the Common Stock
(hereinafter, the "Third Amendment") is being filed by Nicolas Berggruen (the
"Reporting Person"). The Reporting Person is the Chief Executive Officer,
President and sole shareholder and director of Alpha Investment Management,
Inc., a Delaware corporation ("Alpha") which is registered as an Investment
Adviser under the Investment Advisers Act of 1940.
The Reporting Person acts as an investment adviser to Tarragona Fund
Inc. ("Tarragona"), a Panama corporation. Alpha acts as an investment adviser
to Alpha Atlas Holdings, LDC ("Alpha Atlas"), a Cayman Islands limited duration
company. The business address of the Reporting Person is 499 Park Avenue, New
York, NY 10022. The business and principal office of Alpha is 499 Park Avenue,
New York, NY 10022. The address of the principal business and principal office
of Tarragona is 31st Street, Number 3-80 P.O. Box 7412, Panama 5, Republic of
Panama. The address of the principal business and principal office of Alpha
Atlas is c/o International Fund Administration, Ltd., 48 Par La Ville Road,
Suite 464, Hamilton Hill HM11 Bermuda.
The present principal occupation or employment of the Reporting Person
is President and Chief Executive Officer of Alpha. During the last five years,
the Reporting Person has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in 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. The Reporting Person
is a citizen of the United States.
The Third Amendment amends the initial Schedule 13D filed with the
Securities and Exchange Commission on behalf of the Reporting Person on July
10, 1996, Amendment No. 1 thereto filed with the Securities and Exchange
Commission on behalf of the Reporting Person on January 3, 1997, and Amendment
No. 2 thereto filed with the Securities and Exchange Commission on April 4,
1997, which is incorporated by reference herein."
Item 3 is hereby amended and restated as follows:
"Item 3. Source and Amount of Funds or Other Consideration
Of the 428,028 shares of Common Stock beneficially held by the
Reporting Person, (i) 295,528 shares of Common Stock were purchased by
Tarragona with the working capital of Tarragona and (ii)
Page 3 of 5 Pages
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132,500 shares of Common Stock were purchased by Alpha Atlas with the working
capital of Alpha Atlas."
Item 4 is hereby amended and restated as follows:
"Item 4. Purpose of Transaction
The purpose of the acquisition by Tarragona of the shares of Common
Stock is for investment. The Reporting Person may consider making additional
purchases of shares of Common Stock of the Issuer on behalf of clients in open
market or private transactions, the extent of which purchases would depend upon
prevailing market and other conditions. Alternatively, the Reporting Person may
cause all or a portion of the shares of Common Stock to be sold in open-market
or private transactions, depending upon prevailing market conditions and other
factors.
Except as indicated above, the Reporting Person has no plans or
proposals which relate to or would result in any of the events, actions or
conditions specified in paragraph (a) through (j) of Item 4 of this Third
Amendment."
Item 5 is hereby amended and restated as follows:
"Item 5. Interest in Securities of the Issuer
(a) The Third Amendment relates to 428,028 shares of Common Stock
beneficially owned by the Reporting Person, which constitute
approximately 10.11% of the issued and outstanding shares of Common
Stock.
(b) The Reporting Person has sole voting and dispositive power with
respect to 428,028 shares of Common Stock.
(c) Tarragona acquired 83,333 shares of Common Stock on May 19, 1997 in a
private transaction at a purchase price of $6.00 per share.
(d) Not applicable.
(e) Not applicable."
The first two sentences of Item 6 are hereby amended and restated as follows:
"Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As discussed in Item 2 above, the Reporting Person acts as investment
adviser to Tarragona, which owns 295,528 shares of Common Stock. The Reporting
Person is the Chief Executive Officer, President and sole shareholder of Alpha,
which acts as the investment adviser to Alpha Atlas, which owns 132,500 shares
of Common Stock."
Page 4 of 5 Pages
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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.
Dated: May 21, 1997
By: /s/ Nicolas Berggruen
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Nicolas Berggruen
Page 5 of 5 Pages
