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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. 1)*
Aquagenix, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
03838R 102
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(CUSIP Number)
Nicolas Berggruen
499 Park Avenue
New York, NY 10022
212-421-0110
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 5, 1996
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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 / /.
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 4 Pages
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SCHEDULE 13D
CUSIP No. 88779820 Page 2 of 4 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 255,000
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 255,000
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
255,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
6.5%
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. 1 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. 1 to the Schedule 13D relating to the Common Stock
(hereinafter, the "First 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 advisor 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 present principal occupation or employment of the
Reporting Person is President and Chief Executive Officer of Alpha. 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 First Amendment amends the initial Schedule 13D filed with the
Securities and Exchange Commission on behalf of the Reporting Person on July 10,
1996 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 255,000 shares of Common Stock beneficially held by the
Reporting Person, (i) 130,000 shares of Common Stock were purchased by Tarragona
with the working capital of Tarragona and (ii)
Page 3 of 4 Pages
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125,000 shares of Common Stock were purchased by Alpha Atlas with the working
capital of Alpha Atlas."
Item 5 is hereby amended and restated as follows:
"Item 5. Interest in Securities of the Issuer
(a) The First Amendment relates to 255,000 shares of Common Stock
beneficially owned by the Reporting Person, which constitute
approximately 6.5% of the issued and outstanding shares of Common
Stock.
(b) The Reporting Person has sole voting and dispositive power with respect
to 255,000 shares of Common Stock.
(c) Tarragona acquired (i) 4,000 shares of Common Stock on June 5, 1996 in
an open market transaction at a purchase price of $5.06 per share and
(ii) 1,000 shares of Common Stock on June 6, 1996 at a purchase price
of $5.06 per share. Effective on June 28, 1996, Tarragona and Alpha
Atlas each acquired 125,000 shares of Common Stock directly from the
Issuer in private transactions at a purchase price of $4.00 per share.
(d) Not applicable.
(e) Not applicable."
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: January 3, 1997
By: /s/ Nicolas Berggruen
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Nicolas Berggruen
Page 4 of 4 Pages
