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FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: OCTOBER 24, 1997
Commission file number: 333-16247
PURO WATER GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 1-325396-8
_____________________ _____________________
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
56-24 58th Street, Maspeth, New York 11378
__________________________________________
(Address of principal executive offices)
(718) 326-7000
___________________________
(Issuer's telephone number)
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ITEM 5. OTHER EVENTS
On October 8, 1997 United States Filter Corporation, a corporation
organized and existing under the laws of the State of Delaware ("USF"), USF/PW
Acquisition Corporation, a corporation organized and existing under the laws of
the State of Delaware ("USF SUB") and Puro Water Group, Inc., a corporation
organized and existing under the laws of the State of Delaware (the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant
to which the Company will be merged with USF SUB (the "Merger"). The Board of
Directors of the Company approved the Merger Agreement and the transactions
contemplated thereby at a meeting held on OCTOBER 7, 1997.
In accordance with the terms of the Merger Agreement, each share of the
Company's common stock, par value $.0063 per share (the "Company's Common
Stock"), issued and outstanding immediately prior to the effective time of the
Merger will be converted into and become that certain fraction of a share of
common stock of USF, par value $.01 per share (the "USF Common Stock"), as
shall be determined by dividing $7.20 by the "average market price" of the USF
Common Stock during the 10 consecutive trading day period beginning on the 16th
trading day prior to the meeting of the stockholders of the Company (rounding
the result to two decimal places). The "average market price" of a share of
USF Common Stock shall be calculated by averaging the high and low per share
sale prices for each trading day during such period on which there were any
trades in USF Common Stock, adding such daily averages together, and dividing
the sum by 10 (reduced by the number of such trading days during which there
were no trades). Each holder of the Company's Common Stock who
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would otherwise be entitled to receive a fractional share of USF Common Stock
will receive cash in lieu thereof.
The Merger Agreement may be terminated by the Company and/or USF by written
notice by the terminating party to the other under the following
circumstances: (a) by mutual written consent of USF and the Company; or (b)
by either USF or the Company if the Merger shall not have been consummated
by March 31, 1998 (provided that this right to terminate shall not
be available to any party whose failure to fulfill any material obligation under
the Merger Agreement has been a cause or has resulted in the failure of the
Merger to occur on or before such date); or (c) by USF or the Company if (i) the
other party has materially breached any representation or warranty contained in
the Merger Agreement, or (ii) there has been a breach of a covenant or agreement
set forth in the Merger Agreement on the part of the other party, which shall
not have been cured within ten business days following receipt by the breaching
party of written notice of such breach from the other party (other than those
covenants and agreements with respect to non-solicitation by the Company, as to
which there shall be no cure period); or (d) by either USF or the Company if a
court of competent jurisdiction or other governmental authority enjoins or
otherwise prohibits the Merger; (e) by either USF or the Company if the
requisite vote of the stockholders of the Company in favor of the Merger
Agreement shall not have been obtained; or (f) by USF if (i) the Company shall
provide information to or engage in negotiations regarding any acquisition
proposal with any person other than USF or its affiliates, (ii) the Company's
Board of Directors shall have withdrawn or modified its recommendation of the
Merger Agreement or shall have resolved to do so; (iii) the Company's Board of
Directors shall have recommended to the stockholders of the Company an
acquisition transaction other than one made by USF or an affiliate of USF, or
(iv) a tender offer or exchange offer for 50% or more of the outstanding shares
of the Company's Common Stock is consummated other than by USF or an affiliate
of USF.
The Merger is intended to constitute a reorganization under 368(a) of the
Internal Revenue Code of 1986, as amended, and to be accounted for as a
pooling of interests.
In addition, the Merger Agreement contemplates that each stock option or
other right to purchase shares of the Company's Common Stock (each an "Option"
and, collectively, the "Options") will be converted into and become a right to
purchase shares of USF Common Stock in accordance with the terms of the
agreement by which such Option is evidenced.
Consummation of the Merger is subject to various conditions, including: (i)
receipt of the requisite approval and adoption of the Merger Agreement by the
affirmative vote of the holders of a majority of the outstanding shares of the
Company's Common Stock; (ii) receipt of all required authorizations from any
governmental authorities or agencies or any third parties; (iii) listing on the
New York Stock Exchange of the USF Common Stock to be issued in the Merger; (iv)
receipt of opinions as to the tax and accounting treatment of the Merger (which
condition may be waived in writing by USF or USF SUB); and (v) satisfaction of
certain other conditions.
The Merger Agreement and the Merger will be submitted for approval at a
meeting of the stockholders of the Company. Prior to such meeting, USF will
file a registration statement with the Securities and Exchange Commission
registering under the Securities Act of 1933, as amended, the USF common
stock to be issued to the Company's stockholders in the Merger, including a
prospectus that will also serve as a proxy statement for the meeting of the
stockholders of the Company.
In connection with the execution of the Merger Agreement, Peter T. Dixon,
the Trusts Under Article 16 of the Will of W. Palmer Dixon for the Benefit of
Peter T. and Palmer Dixon, Beth Levy, Scott Levy, Jack C. West and Edberg
Associates Limited Partnership, each of which is a stockholder of the Company
(the "Stockholders"), entered into stockholder agreements with USF pursuant to
which the Stockholders have agreed to vote their shares of the Company's Common
Stock in favor of the Merger at the meeting of the stockholders of the Company.
The Stockholders own approximately Sixty Two Percent (62%) of the Company's
Common Stock.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits
99(a) Press Release issued by USF and the Company on October 10, 1997.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Signature Title Date
__________________ ___________________________ _________________
/s/ Jack C. West President and Director October 24, 1997
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Jack C. West
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EXHIBIT 99(a)
TO BUSINESS, RETAILING AND ENVIRONMENTAL EDITORS:
United States Filter Corporation and
Puro Water Group Sign Agreement
PALM DESERT, CA AND MASPETH, NY -- October 10 -- United States Filter
Corporation (NYSE: USF) and Puro Water Group, Inc. (AMEX: HHO) announced
today that both companies have signed an agreement of merger to exchange Puro
Water Groups' shares for $7.20 a share each in U.S. Filter stock. Puro Water
Group has approximately 3.6 million shares outstanding. The transaction is
subject to Puro Water Group shareholder approval and Hart-Scott-Rodino
clearance.
Puro Water Group, Inc. is a leading bottler and distributor of spring and
purified drinking water, serving commercial and residential users in the
metropolitan New York area. The Company markets its drinking water under
the brand names Puro, American Eagle Spring Water, Nature's Best Spring Water
and Lectro-Still. The Company also rents and services over 25,000 water
coolers, filtration systems, and plumbed-in fountains located in businesses,
factories, and homes in the metropolitan New York area. The Company's
facilities consist of NSP (National Sanitation Foundation) certified bottling
plants in New Jersey and New York. The Company said that its annualized
revenues are approximately $15 million.
Commenting on the Puro Water acquisition Richard J. Heckmann, Chairman,
President and CEO of U.S. Filter said, "We are now entering one of the
largest bottled water markets in the United States with one of the leading
providers. Puro Water is another important addition to our consumer business
which continues to be our fastest growing business unit."
Jack West, President of Puro Water Group, Inc., stated: "We believe that
the combination of U.S. Filter and Puro Water Group provides an exciting
opportunity for our shareholders, employees and customers. It is consistent
with our longer term strategic goals and offers greater prospects for broad
based growth in all of our business segments."
With annualized revenues of over $2.5 billion, U.S. Filter is the leading
global provider of industrial, municipal and residential water and wastewater
treatment systems, products and services, with an installed base U.S. Filter
believes is the largest worldwide. In addition, U.S. Filter has
the industry's largest network of sales and service facilities through over
525 locations including 73 manufacturing plants in 30 countries. U.S. Filter
is also a leading provider of outsourced water services, including the
operation of water and wastewater treatment systems at customer sites. It is
also actively involved in the development of privatization initiatives for
municipal water treatment facilities in the U.S., Mexico and Canada.
U.S. Filter invites you to visit its web site at http://www.usfilter.com.
Puro Water Group invites you to visit its web site at htp://www.purowater.com.
