SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 24, 1997
AIR & WATER TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 033-017921 13-3418759
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
U.S. Highway 22 West and Station Road
Branchburg, New Jersey 08876
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 685-4600
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Former name or former address, if changed since last report: No change
ITEM 5. OTHER EVENTS
On September 24, 1997, Air & Water Technologies
Corporation (the "Company") entered into a
Recapitalization Agreement (the "Recapitalization
Agreement"), among the Company, Compagnie Generale des
Eaux ("CGE"), a company organized under the laws of the
Republic of France, and its indirectly wholly-owned
subsidiary, Anjou International Company ("Anjou"), a
Delaware corporation. A copy of the Recapitalization
Agreement is attached hereto as Exhibit 10.1 and is
hereby incorporated by reference. On September 24, 1997,
the Company and CGE issued a press release concerning the
signing of the Recapitalization Agreement, a copy of which
is attached hereto as Exhibit 99.1 and is incorporated by
reference herein. On September 25, 1997, the Company and
CGE issued a press release supplementing the press release
of September 24, 1997, for the purpose of clarifying the
effect of an amendment to the indenture governing the 8%
Convertible Subordinated Debentures due 2015, a copy of
which is attached hereto as Exhibit 99.2 and is incorporated
by reference herein. The terms of the transaction described
in such press releases are qualified in their entirety by
reference to the Recapitalization Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits
10.1 Recapitalization Agreement dated
as of September 24, 1997 among
the Company, CGE and Anjou.
99.1 Joint press release of the Company
and CGE dated September 24, 1997.
99.2 Press release of the Company dated
September 25, 1997.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
AIR & WATER TECHNOLOGIES CORPORATION
By: /s/ Douglas A. Satzger, Esq.
--------------------------------
Name: Douglas A. Satzger, Esq.
Title: Senior Vice President
Date: September 25, 1997
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
10.1 Recapitalization Agreement dated as of
September 24, 1997 among the Company,
CGE and Anjou.
99.1 Joint press release of the Company and
CGE dated September 24, 1997.
99.2 Press release of AWT dated September 25,
1997.