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0000903423-10-000191.txt : 20100325 0000903423-10-000191.hdr.sgml : 20100325 20100325152923 ACCESSION NUMBER: 0000903423-10-000191 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100325 DATE AS OF CHANGE: 20100325 GROUP MEMBERS: DASSAULT BELGIQUE AVIATION, SA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VEOLIA ENVIRONNEMENT CENTRAL INDEX KEY: 0001160110 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78212 FILM NUMBER: 10704489 BUSINESS ADDRESS: STREET 1: BANK OF NEW YORK STREET 2: 101 BARCLAY STREET 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10386 BUSINESS PHONE: 2128152129 MAIL ADDRESS: STREET 1: 36-38 AVE. KLEBER STREET 2: PARIS ZIP: 75116 FORMER COMPANY: FORMER CONFORMED NAME: VIVENDI ENVIRONNEMENT DATE OF NAME CHANGE: 20010926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Groupe Industriel Marcel Dassault CENTRAL INDEX KEY: 0001487669 IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9, ROND POINT DES CHAMPS ELYSEES CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 01-53-76-93-00 MAIL ADDRESS: STREET 1: 9, ROND POINT DES CHAMPS ELYSEES CITY: PARIS STATE: I0 ZIP: 75008 SC 13D/A 1 groupeindmarc-13da_0325.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Veolia Environnement

(Name of Issuer)

Ordinary shares, nominal value €5 per share,

represented by American Depositary Shares (as evidenced by American Depositary Receipts),

each American Depositary Share representing one ordinary share

(Title of Class of Securities)

92334N103

(CUSIP Number)

Groupe Industriel Marcel Dassault

9, Rond Point des Champs Elysées – Marcel Dassault

75008 Paris

France

+33.1.53.76.93.00

Attn: Madame Josée Sulzer

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

12, rue de Tilsitt

75008 Paris

France

+33.1.40.74.68.00

Attn: Andrew A. Bernstein

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 24, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 disclosures 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).

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Groupe Industriel Marcel Dassault, SAS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France
NUMBER OF SHARES		7	SOLE VOTING POWER 24,267,204
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 720,962
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 24,267,204
WITH		10	SHARED DISPOSITIVE POWER 720,962
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,988,166
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.06
14	TYPE OF REPORTING PERSON HC

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dassault Belgique Aviation, SA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of France
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 720,962
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 0
WITH		10	SHARED DISPOSITIVE POWER 720,962
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 720,962
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.15
14	TYPE OF REPORTING PERSON HC

This Amendment No. 1 (the “First Amendment”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on March 22, 2010 (as amended, the “Statement”) relating to the ordinary shares of nominal value €5 per share, represented by American Depositary Shares (evidenced by American Depositary Receipts), each American Depositary Share representing one ordinary share (the “Shares”), of Veolia Environnement, a société anonyme organized under the laws of France (the “Issuer”). 60; The principal executive office of the Issuer is located at 36/38, avenue Kléber, 75116 Paris, France.

Item 2. Identity and Background.

The names of the persons filing this statement are (i) Groupe Industriel Marcel Dassault, SAS, a société par actions simplifiées organized under the laws of France (“GIMD”) and (2) Dassault Belgique Aviation, SA, a société anonyme organized under the laws of Belgium (“DBA”). DBA is held 99.94% by GIMD.

(1) GIMD is a holding company that, through its subsidiaries, engages in civil aviation and military businesses: the design and manufacture of civil and military aircraft; the development and integration of complex systems; manufacture of interior fittings for private companies and governments; and the provision of maintenance, management, technical support, and aircraft operation consulting services. GIMD also owns 43.84% of Dassault Systèmes SA, which is listed on the Euronext Paris and which has American Depositary Shares outstanding in the United States. The principal offices of GIMD are located at 9, Rond Point des Champs Elysées – Marcel Dassault, 75008 Paris. The names of each executive officer and director of GIMD are set forth on Schedule A.

GIMD is ultimately controlled by Monsieur Serge Dassault, Madame Nicole Dassault and Monsieur Claude Dassault. Their names and addresses are set forth on Schedule A.

(2) DBA is a owned 99.94% by GIMD. DBA is also a holding company that, through its subsidiaries, engages in civil aviation and military businesses, and its principal office is located at Rue de Strasbourg 13, 1130 Haren, Belgium. The names of each executive officer and director of DBA are set forth on Schedule B.

Item 3. Source and Amount of Funds or other Consideration.

The source of funding for acquisitions of the Issuer’s Shares by GIMD and DBA has been the general working capital of GIMD and DBA respectively.

Item 4. Purpose of Transaction.

Groupe Industriel Marcel Dassault, as part of a long-term commitment to participate in the capital of Veolia Environnement, passed the 5% ownership threshold in Veolia Environnement’s Shares on March 11, 2010. GIMD believes that the Issuer’s business model, strong management and development strategy reflect a strong growth potential.

By letter agreement dated March 24, 2010, an English translation of which is attached hereto as Exhibit 2 (the “Letter Agreement”), Veolia Environnement agreed that so long as GIMD holds more than 5% of its share capital and voting rights, it will seek approval from its Annual Shareholders Meeting for the appointment (i) of a director and a censeur designated by GIMD, the first director being GIMD represented by M. Olivier Costa de Beauregard and the first censeur being M. Thierry Dasssault. (ii) to appoint GIMD as a member of the Nominations and Compensation Committee and the Audit Committee of its board of directors, subject to the appointment of the GIMD representative as a director by the Annual Shareholders Meeting, and (iii) to have a person designated by GIMD appointed as a director of Veolia Eau – Compagnie Générale des Eaux, the first director being M. Thierry Dassault.

GIMD agreed to maintain its 5% holding of the Issuer’s Shares voting rights for a period of five years, and in the two years following that period, to dispose of its Shares in an orderly manner, as described in more detail in the Letter Agreement

On March 24, 2010, Veolia Environnement announced the terms of this letter agreement.

Other than as described above, GIMD and DBA do not presently have any plans or proposals that relate to or that would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a), (b) GIMD directly owns 20,696,851 Shares, representing 4.19% of the Issuer’s share capital and voting rights, and 3,570,353 options, exercisable prior to April 30, 2010, to acquire Shares, which represent 0.72% of the Issuer’s share capital and voting rights. When these options are exercised, GIMD will directly hold 24,267,204 Shares or 4.92% of the Issuer’s share capital and voting rights. In addition, GIMD, by virtue of its 99.4% interest in DBA, is the beneficial owner of 720,962 Shares held by DBA, and shares the right to vote and dispose of these Shares with DBA. In aggregate therefore, GIMD is the beneficial owner of 24,988,166 Shares representing 5.06% of the share capital and voting rights of the Issuer.

Mme. Nicole Dassault holds 824 of the Issuer’s Shares. M. Olivier Costa de Beauregard, Managing Director and Deputy Executive Officer of GIMD and Managing Director of DBA, owns 580 of the Issuer’s Shares. Other than Mme. Dassault and M. Costa de Beauregard, to the best knowledge of GIMD, no director or executive officer listed on Schedule A, or any of GIMD’s control persons, owns or has any right to acquire, directly or indirectly, any of the Issuer’s Shares.

DBA directly owns 720,962 Shares, representing 0.15% of the capital stock and voting rights of the Issuer. DBA shares the right to vote and dispose of these Shares with its parent company GIMD. M. Loik Segalen, member of the board of directors of DBA owns 60 of the Issuer’s Shares. Other than M. Segalen and M. Costa de Beauregard, to the best knowledge of DBA, no director or executive officer listed on Schedule B owns or has any right to acquire, directly or indirectly, any of the Issuer’s Shares.

GIMD – Within the past sixty days, GIMD has acquired 8,120,287 of the Issuer’s Shares on the public market at the prevailing market price. In addition, GIMD purchased options to purchase 1,486,925 of the Issuers Shares; these options were purchased from investment banking institutions at prices based on the prevailing market prices at the time of purchase.

·	DBA - On March 8, 2010, DBA sold 100,840 of the Issuer’s Shares to GIMD for a price of $23.80 per share, the market price at that time.

·	To the best knowledge of GIMD and DBA, no person listed on Schedule A or Schedule B has engaged in any transaction in the Issuer’s Shares in the past sixty days.

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by GIMD or DBA or, to the best knowledge of GIMD or DBA, any of the Shares beneficially owned by the persons identified on Schedule A or Schedule B.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

As of March 25, 2010, GIMD held options to purchase 3,570,353 of the Issuer’s Shares, as part of its stock buying program with an investment banking counterparty. GIMD has also sold put options which would enable the counterparty to put 1,140,765 of the Issuer’s Shares to GIMD. These put options can be settled through the purchase of the underlying Shares or through cash settlement.

Item 7. Material to be Filed as Exhibits

EXHIBIT INDEX

Exhibit Number	Description

1	Joint Filing Agreement dated as of March 22, 2010 between Groupe Industriel Marcel Dassault, SAS and Dassault Belgique Aviation, SA
2	Letter Agreement dated as of March 24, 2010 between Groupe Industriel Marcel Dassault, SAS and Veolia Environnement

SIGNATURES

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.

GROUPE INDUSTRIEL MARCEL DASSAULT, SAS

/s/ Olivier Costa de Beauregard

Name:

Olivier Costa de Beauregard

Title:

Managing Director and Deputy Executive Officer

DASSAULT BELGIQUE AVIATION, SAU

/s/ Olivier Costa de Beauregard

Name:

Olivier Costa de Beauregard

Title:

Managing Director

Dated: March 25, 2010

Signature to Schedule 13D/A dated March 25, 2010

SCHEDULE A

ADDITIONAL INFORMATION CONCERNING

GROUPE INDUSTRIEL MARCEL DASSAULT, SAS

Name	Business Address	Present Principal Occupation or Employment	Citizenship
M. Serge Dassault*	9, Rond Point des Champs Elysées – Marcel Dassault, 75008 Paris, France	Chairman of the Board and Chief Executive Officer - GIMD	France
Mme. Nicole Dassault*	9, Rond Point des Champs Elysées – Marcel Dassault, 75008 Paris, France		France
M. Olivier Costa de Beauregard	9, Rond Point des Champs Elysées – Marcel Dassault, 75008 Paris, France	Managing Director and Deputy Executive Officer - GIMD	France
M. Claude Dassault*	9, Rond Point des Champs Elysées – Marcel Dassault, 75008 Paris, France	Managing Director - GIMD	France

* Persons ultimately controlling the voting and dispositive power over the Shares held by GIMD.

SCHEDULE B

ADDITIONAL INFORMATION CONCERNING DASSAULT BELGIQUE AVIATION SA

Name	Business Address	Present Principal Occupation or Employment	Name, Principal Business and Address of Principal Employment	Citizenship
M. Laurent Dassault, President	9, Rond Point des Champs Elysées – Marcel Dassault, 75008 Paris, France	Strategic and Organizational Development Advisor for Groupe Industriel Marcel Dassault		France
M. Gerard Limat, Vice President	Route de Gy 27 1252 Meinier, Geneva, Switzerland	President of the Switzerland subsidiaries of Groupe Industriel Marcel Dassault	Terramis / Sita Financial Company Route de la Heitera 14, 1700 Fribourg, Switzerland	Switzerland
M. Olivier Costa de Beauregard, Managing Director	9, Rond Point des Champs Elysées – Marcel Dassault, 75008 Paris, France	Managing Director and Deputy Executive Officer – Groupe Industriel Marcel Dassault		France
M. Loik Segalen, Member of the Board	78 quai Marcel Dassault, 92552 Saint Cloud, France	Managing Director of Economic and Finance Matters for Dassault Aviation	Dassault Aviation Military and Civil Aircraft 78 quai Marcel Dassault 92552 Saint Cloud, France	France
M. Gautier Bataille de Longprey, Member of the Board	DeGroof Bank, SA 44, Rue de L’Industrie, 1040 Bruxelles, Belgium	Managing Director, DeGroof Bank, SA		Belgium

EX-1 2 groupeindmarc-13daex1_0325.htm Unassociated Document

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k) of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, each of the undersigned agrees that the statement on Schedule 13D/A filed herewith shall be filed on behalf of each of the undersigned, with respect to the ordinary shares, nominal value €5 per share, of Veolia Environnement, a société anonyme organized under the laws of the Republic of France, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 25th day of March, 2010.

GROUPE INDUSTRIEL MARCEL DASSAULT, SAS

/s/ Olivier Costa de Beauregard

Name:

Olivier Costa de Beauregard

Title:

Managing Director and Deputy Executive Officer

DASSAULT BELGIQUE AVIATION, SAU

/s/ Olivier Costa de Beauregard

Name:

Olivier Costa de Beauregard

Title:

Managing Director

EX-2 3 groupeindmarc-13daex2_0325.htm Unassociated Document

EXHIBIT 2

Translation for Information Purposes Only

GROUPE INDUSTRIEL MARCEL DASSAULT

Mr. Henri Proglio

Chairman of the Board of Directors

The Chief Executive Officer Veolia Environnement

36/38, avenue Kléber

75116 Paris

By messenger

Paris, March 24, 2010

Dear Sir,

We write further to our conversations following the notification by our company (GIMD) to Veolia Environnement of its crossing the threshold of 5% of the capital and voting rights of the latter. The purpose of this letter is to confirm the terms of our commitments with respect to Veolia Environnement and of the decisions reached at the Veolia Environnement Board of Directors’ Meeting held today.

We have decided to carry out this major investment for our company as we are convinced of the relevance of the model developed by Veolia Environnement and by your group’s growth potential. Your presence as Chairman of the Board of Directors ensures managerial stability and the continued implementation of the strategy you have elaborated, and is a significant element in our investment decision. We wanted the Board of Directors to be informed thereof.

In accordance with our group’s practices, we consider our investment as that of a long-term, responsible and involved shareholder.

In this respect, for as long as GIMD holds (directly or through candidates it proposes) the positions of director, member of the committees, member of the Supervisory Board and censeur listed hereinafter, it commits:

- for a five-year period as of the date hereof, not to transfer Veolia Environnement shares, directly or indirectly (including through the use of derivatives) except for the portion in excess of the 5% of the capital and voting rights of Veolia Environnement, provided however that it complies with the commitments listed in the paragraph below if the contemplated transfer related to more than 1% of the capital and voting rights. However, this commitment does not concern transfers or reclassifications of Veolia Environnement securities within the group of companies controlled by GIMD or controlling GIMD (hereinafter, collectively “GIMD”) or for the benefit of the members of the Dassault family, who will remain bound by the terms of this letter.

At the expiry of this five-year period, and for a maximum of two years, should GIMD wish to transfer all or part of its interest in Veolia Environnement, it commits to do so orderly. In this respect, GIMD shall inform you in advance of any plan to transfer of securities representing, over any six month period, at least one (1) % of the capital and voting rights of Veolia Environnement ( a “block of securities”) and it will use its best efforts, if the transfer of this block of securities takes place on the market or through a market transaction, to cause it to be carried out under price and volume conditions not likely to have a material adverse effect on the market price of Veolia Environnement shares.

In any case, if the transfers are carried out on the market gradually, the number of shares transferred daily shall not represent more than 10% of the volume of Veolia Environnement securities exchanged during the day.

If the transfer of such a block of securities is carried out through an off market transaction, GIMD commits that it will consult with Veolia Environnement prior to such transfer to determine the identity of the acquiring party and to make sure that the acquirors are not competitors of Veolia.

In accordance with our request, we have duly noted the commitment of the Veolia Environnement Board of Directors, for as long as GIMD holds more than 5% of the capital and voting rights of the latter:

a) to propose to the Shareholders’ Meeting the appointment of a director and of a censeur among the candidates GIMDt shall have proposed; to this end, the Board of Directors will propose to its Shareholders’ Meeting of May 7, 2010:

-	to appoint, as first candidate director, GIMD itself, which shall be represented by its Delegated General Manager (Mr. Olivier Costa de Beauregard),

-	the appointment of Mr. Thierry Dassault in the capacity as first censeur and will submit a resolution for the purpose of amending the company’s by-laws to allow for such appointment;

b) and to appoint GIMD as member of the Nominations and Compensation Committee and member of the Audit Committee, subject of course to his appointment as director by the General Meeting of May 7, 2010.

Finally, in accordance with our request, we have duly noted Veolia Environnement’s commitment, for as long as GIMD holds more than 5% of its capital and voting rights, to cause the appointment on the Supervisory Board of Veolia Eau – Compagnie Générale des Eaux of a member among the candidates proposed by GIMD, which intends to have Mr. Thierry Dassault appointed.

If you agree to these terms and consider that these reflect accurately the decisions of the Veolia Environnement Board of Directors adopted on the date hereof, please so confirm by having Veolia Environnement’s legal representative initial and sign the second copy of this letter.

Yours sincerely,

_____________________

Mr. Serge Dassault

Groupe Industriel Marcel Dassault

Read and approved, on March 24, 2010

_________________________

Mr. Antoine Frérot

General Manager

Veolia Environnement