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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. 2)*
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)
June 5, 1996
(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
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 344,695
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 344,695
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
344,695
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13 Percent of Class Represented By Amount in Row (11)
8.2%
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. 2 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. 2 to the Schedule 13D relating to the Common Stock
(hereinafter, the "Second 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 Second Amendment amends the initial Schedule 13D filed with the
Securities and Exchange Commission on behalf of the Reporting Person on July 10,
1996 and Amendment No. 1 thereto filed with the Securities and Exchange
Commission on behalf of the Reporting Person on January 3, 1997, which is
incorporated by reference herein."
Item 3 is hereby amended and restated as follows:
Page 3 of 5 Pages
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"Item 3. Source and Amount of Funds or Other Consideration
Of the 344,695 shares of Common Stock beneficially held by the Reporting
Person, (i) 212,195 shares of Common Stock were purchased by Tarragona with the
working capital of Tarragona and (ii) 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 Alpha Atlas and Tarragona and the
disposition 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 Second Amendment."
Item 5 is hereby amended and restated as follows:
"Item 5. Interest in Securities of the Issuer
(a) The Second Amendment relates to 344,695 shares of Common Stock beneficially
owned by the Reporting Person, which constitute approximately 8.2% of the
issued and outstanding shares of Common Stock.
(b) The Reporting Person has sole voting and dispositive power with respect to
344,695 shares of Common Stock.
(c) Alpha Atlas acquired 7,500 shares of Common Stock on June 5, 1996 in an open
market transaction at a purchase price of $5.17 per share. Tarragona
acquired (i) 20,000 shares of Common Stock on February 20, 1997 in an open
market transaction at a purchase price of $6.81 per share, (ii) 12,195
shares of the Common Stock on March 19, 1997 in a private transaction at a
purchase price of $5.75 per share and (iii) 100,000 shares of Common Stock
on March 26, 1997 in an open market transaction at a purchase price of $5.00
per share. Tarragona disposed of (i) 10,000 shares of Common Stock on April
2, 1997 in an open market transaction at a price of $6.06 per share and (ii)
40,000 shares of Common Stock on April 3, 1997 in an open market transaction
at a price of $6.16 per share.
(d) Not applicable.
(e) Not applicable."
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: April 4, 1997
By: /s/ Nicolas Berggruen
Nicolas Berggruen
