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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(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)
03838 R 102
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(CUSIP Number)
January 28, 1999
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(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 disclosures provided in a prior cover page.
The information required in 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 (the "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).
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CUSIP No. 917286 20 5
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1 Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Nicolas Berggruen
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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 Citizenship or Place of Organization
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5 Sole Voting Power
Number of 0
Shares
Beneficially Owned by 6 Shared Voting Power
Each 582,541
Reporting
Person With
7 Sole Dispositive Power
0
8 Shared Dispositive Power
582,541
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
582,541
- --------------------------------------------------------------------------------
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
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11 Percent of Class Represented By Amount in Row (11)
10.16%
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12 Type of Reporting Person
IN
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CUSIP No. 917286 20 5
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1 Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Alexander Enterprise Holding Corp.
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
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4 Citizenship or Place of Organization
British Virgin Islands
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5 Sole Voting Power
Number of 0
Shares
Beneficially Owned by 6 Shared Voting Power
Each 582,541
Reporting
Person With
7 Sole Dispositive Power
0
8 Shared Dispositive Power
582,541
- --------------------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
582,541
- --------------------------------------------------------------------------------
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
- --------------------------------------------------------------------------------
11 Percent of Class Represented By Amount in Row (11)
10.16%
- --------------------------------------------------------------------------------
12 Type of Reporting Person
CO
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This Amendment No. 1 to the Schedule 13G dated
March 2, 1998 (the "Schedule 13G"), is being filed pursuant
to Rule 13d-2 under the Securities Exchange Act of 1934, as
amended, on behalf of Nicolas Berggruen ("Berggruen"), and
this initial statement on Schedule 13G is being filed
pursuant to Rule 13d-1(c) under the Securities Exchange Act
of 1934, as amended, on behalf of Alexander Enterprise
Holding Corp. ("Alexander"). Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to
such terms in the Schedule 13G.
The Schedule 13G is hereby amended and supplemented as
follows:
Item 2(a). Name of Persons Filing:
Item 2(a) is hereby supplemented as follows:
Alexander Enterprise Holding Corp.
Item 2(b). Address of Principal Business Office or, if none, Residence:
Item 2(b) is hereby supplemented as follows:
Alexander:
c/o Alpha Asset Management
Paseo de Habana 140
28036 Madrid, Spain
Item 2(c). Citizenship:
Item 2(c) is hereby supplemented as follows:
Alexander: British Virgin Islands
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
Item 3 is hereby supplemented as follows:
This statement is filed on behalf of Alexander pursuant to
Rule 13d-1(c).
Item 4. Ownership.
Item 4 is hereby amended to read:
On January 28, 1999, the Issuer issued to Alexander, in
exchange for consulting and other services provided to the
Issuer by Alexander, 200,000 shares of Common Stock.
(a) Amount Beneficially Owned:
Alexander beneficially owns 472,541 shares of Common Stock,
60,000 warrants to purchase one share of Common Stock at an
exercise price of $5.79 per share, exercisable
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until October 27, 1999, and 50,000 warrants to purchase
one share of Common Stock at an exercise price of $8.00
per share, exercisable until October 27, 1999.
Berggruen is deemed to beneficially own 582,541 shares of
Common Stock. Of the 582,541 shares of Common Stock deemed
beneficially owned by Berggruen, 472,541 are the shares of
Common Stock held by Alexander, 60,000 are the warrants to
purchase one share of Common Stock at an exercise price of
$5.79 per share, exercisable until October 27, 1999, held
by Alexander, and 50,000 are the warrants to purchase one
share of Common Stock at an exercise price of $8.00 per
share, exercisable until October 27, 1999, held by
Alexander.
(b) Percent of Class:
The 472,541 shares of Common Stock and 110,000 warrants to
purchase one share of Common Stock beneficially owned by
Alexander constitute approximately 10.16% of the issued and
outstanding shares of Common Stock.
The 582,541 shares of Common Stock deemed beneficially
owned by Berggruen constitute approximately 10.16% of the
issued and outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Alexander: 0
Berggruen: 0
(ii) shared power to vote or to direct the vote
Alexander: 582,541
Berggruen: 582,541
(iii) sole power to dispose or to direct the
disposition of
Alexander: 0
Berggruen: 0
(iv) shared power to dispose or to direct the
disposition of
Alexander: 582,541
Berggruen: 582,541
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Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any
transaction having that purpose or effect.
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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: August 10, 1999
By: /s/ Nicolas Berggruen
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Nicolas Berggruen
ALEXANDER ENTERPRISE HOLDING CORP.
By: /s/ Jared Bluestein
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Name: Jared Bluestein
Title: Director
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