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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. 6)*
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)
January 30, 1998
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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 6 Pages
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SCHEDULE 13D
CUSIP NO. 03838R 102
<TABLE>
<C> <S> <C>
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 543,241
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 543,241
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
543,241
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented By Amount in Row (11)
11.7%
14 Type of Reporting Person*
IN
</TABLE>
Page 2 of 5 Pages
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The first two paragraphs of Item 2 are hereby amended and restated as follows:
"ITEM 2. IDENTITY AND BACKGROUND
Amendment No. 6 to the Schedule 13D relating to the Common Stock
(hereinafter, the "Sixth 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 Alexander
Enterprise Holding Corp. ("Alexander"), a British Virgin Islands 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 address of the
principal office of Alpha is 499 Park Avenue, New York, NY 10022. The address of
the principal office of Alexander is c/o Midocean Management, Ltd., 9 Columbus
Centre, Pelican Drive, Road Town, Tortola, British Virgin Islands. The address
of the principal office of Alpha Atlas is c/o International Fund Administration,
Ltd., 48 Par La Ville Road, Suite 464, Hamilton HM11 Bermuda."
Item 3 is hereby amended and restated as follows:
"ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the 543,241 shares of Common Stock deemed beneficially held by the
Reporting Person, (i) 410,741 shares of Common Stock were purchased by Alexander
with the working capital of Alexander, (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 Alexander 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."
Item 5 is hereby amended and restated as follows:
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Sixth Amendment relates to 543,241 shares of Common Stock of the
Issuer deemed beneficially owned by the Reporting Person, which
constitute approximately 11.7% of the issued and outstanding shares of
Common Stock.
Page 3 of 5 Pages
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(b) The Reporting Person has sole voting and dispositive power with respect
to 543,241 shares of Common Stock.
(c) The following is a list of the transactions which were effected since
the filing of the Fifth Amendment:
(i) Effective on October 27, 1997, pursuant to the Subscription
Agreement dated October 27, 1997, Alexander acquired, at an aggregate
purchase price of $700,000: (a) 60,000 warrants, each to purchase one
share of Common Stock at an exercise price of $8.00 per share,
exercisable until October 27, 1999 (the "Warrants") and (b) the right to
acquire $700,000 worth of shares of Common Stock from December 1997
until December 1998 at a purchase price per share equal to 85% of the
average closing bid price of the Common Stock on the Nasdaq NMS over a
ten day period immediately prior to the date of exercise. By letter
dated January 26, 1998 and pursuant to exercising the Open Market
Warrants (as defined in (iii) below), the Issuer agreed to (a) lower the
exercise price of the Warrants from $8.00 per share to $5.79 per share
and (b) grant Alexander 50,000 additional Warrants at an exercise price
of $8.00 per share. On December 31, 1997, Alexander acquired under the
Subscription Agreement, $700,000 worth or 120,213 shares of Common
Stock, as determined by the average closing bid price of the Common
Stock over the previous ten day period on the Nasdaq NMS;
(ii) Pursuant to an open market transaction, Alexander disposed of
15,000 shares of Common Stock on November 12, 1997 at a purchase price
of $7.50 per share; and
(iii) Pursuant to an open market transaction, Alexander acquired on
January 30, 1997, 100,000 warrants, each to purchase one share of Common
Stock at an exercise price of $6.00 per share (the "Open Market
Warrants"). Alexander acquired the Open Market Warrants at a purchase
price of $2.13 per Warrant. On January 30, 1997, Alexander exercised the
Open Market Warrants for 100,000 shares of Common Stock.
(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 Alexander, which owns 410,741 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: February 4, 1998
By: /s/ Nicolas Berggruen
_________________________________________
Nicolas Berggruen
Page 5 of 5 Pages
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