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Page 1 of 19 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DAVIS WATER & WASTE INDUSTRIES, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
239133 10 1
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(CUSIP Number)
Damian C. Georgino, Vice President, General Counsel and Secretary
United States Filter Corporation
40-004 Cook Street, Palm Desert, CA 92211 (619) 340-0098
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 1996
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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 [ ].
Check the following box if a fee is being paid with this
statement [X].
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.
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Schedule 13D
CUSIP No. 239133 10 1 Page 2 of 19 Pages
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1. NAME OF REPORTING PERSON UNITED STATES FILTER CORPORATION
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 33-0266015
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO (see Item 3)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 743,895.611
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 743,895.611
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,895.611
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8
14. TYPE OF REPORTING PERSON CO
--
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Schedule 13D
CUSIP No. 239133 10 1 Page 3 of 19 Pages
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This Schedule 13D is being filed in connection with the Agreement
and Plan of Merger, dated as of June 10, 1996 (the "Merger
Agreement"), among United States Filter Corporation, a Delaware
corporation ("USF"), USF/DWW Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of USF ("Sub"), and
Davis Water & Waste Industries, Inc., a Georgia corporation (the
"Company"), which provides, among other things, that upon the
terms and subject to the conditions thereof Sub will be merged
with and into the Company and the Company will become a wholly
owned subsidiary of USF (the "Merger"). In connection with the
execution of the Merger Agreement, each of Jasper C. Davis III,
Marthalene M. Davis, R. R. Davis, Ann R. Davis, H. Forbes Davis,
Nan Davis and R. Doyle White (each, a "Shareholder"), who own in
the aggregate 743,895.611 shares of Company Common Stock, has
entered into a Shareholder Agreement dated as of June 10, 1996
with USF (together, the "Shareholder Agreements"), pursuant to
which each has individually agreed to vote his or her shares of
Company Common Stock for the approval and adoption of the Merger
Agreement and in favor of the Merger and to grant to USF, upon
USF's request, his or her irrevocable proxy to vote such shares.
COPIES OF THE MERGER AGREEMENT AND OF THE FORM OF SHAREHOLDER
AGREEMENT ARE FILED OR INCORPORATED BY REFERENCE AS EXHIBITS 1
AND 2 HERETO, RESPECTIVELY, AND ARE INCORPORATED HEREIN BY
REFERENCE. THE DESCRIPTIONS OF SUCH AGREEMENTS IN THIS SCHEDULE
13D ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE COMPLETE
TEXT OF SUCH EXHIBITS.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity security to which this Schedule
13D relates is Common Stock, par value $.01 per share ("Company
Common Stock"), and the name of the issuer of such securities is
Davis Water & Waste Industries, Inc. The principal executive
offices of the Company are located at 1820 Metcalf Avenue,
Thomasville, Georgia 31792. As used herein, "Company Common
Stock" includes the related Rights issued pursuant to the Rights
Agreement dated as of December 31, 1992 between the Company and
Wachovia Bank of North Carolina, N.A., as Rights Agent.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by United States Filter
Corporation, a Delaware corporation. The principal executive
offices of USF are located at 40-004 Cook Street, Palm Desert,
California 92211. USF is a leading global provider of industrial
and commercial water and wastewater treatment systems and
services.
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Schedule 13D
CUSIP No. 239133 10 1 Page 4 of 19 Pages
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Annex I attached hereto and incorporated herein by reference sets
forth the following information with respect to each director and
executive officer of USF: (a) name; (b) residence or business
address; and (c) present principal occupation or employment and
the name, principal business and address of any corporation or
other organization in which such employment is conducted. All of
the directors and executive officers of USF are United States
citizens.
During the last five years, neither USF nor, to the knowledge of
USF, any of the persons named in Annex I has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, neither USF nor, to the knowledge of
USF, any of the persons named in Annex I has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to each Shareholder Agreement, the consideration given
by USF in connection with the execution and performance thereof
was its agreement to enter into the Merger Agreement and to incur
the obligations set forth therein.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to the Merger Agreement, at the "Effective Time" (as
defined in the Merger Agreement), Sub will merge with and into
the Company and the Company will become a wholly owned subsidiary
of USF. By virtue of the Merger, each issued and outstanding
share of Company Common Stock (other than shares issued and held
in the treasury of the Company) will be converted into and will
become .933 of a share of Common Stock, par value $.01 per share,
of USF ("USF Common Stock"). Such exchange ratio is subject to
adjustment in the event the average closing price of USF Common
Stock during the 20 consecutive trading day period beginning on
the 25th trading day prior to the special meeting of Company
shareholders to be held to consider and vote upon the Merger
Agreement (the "Average Market Price"), is less than $28.00 per
share or more than $34.00 per share, in which event the exchange
ratio will be equal to $26.12 divided by the Average Market Price
or $31.72 divided by the Average Market Price, as the case may
be.
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Schedule 13D
CUSIP No. 239133 10 1 Page 5 of 19 Pages
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Upon consummation of the Merger, the Company Common Stock will be
removed from listing on the New York Stock Exchange and withdrawn
from registration under the Securities Exchange Act of 1934.
Among the conditions to the obligation of each party to the
Merger Agreement to effect the Merger is the approval of the
shares of USF Common Stock to be issued in the Merger for listing
on the New York Stock Exchange upon official notice of issuance.
Consummation of the Merger is conditioned upon approval by the
shareholders of the Company, as well as other conditions set
forth in the Merger Agreement.
In connection with the Merger Agreement, each of Jasper C. Davis,
III, Marthalene M. Davis, R. R. Davis, Ann R. Davis, H. Forbes
Davis, Nan Davis and R. Doyle White has entered into a
Shareholder Agreement with USF pursuant to which such Shareholder
has individually agreed that, until the earlier of the Effective
Time or the date on which the Merger Agreement is terminated in
accordance with its terms (the earlier of such dates being
referred to herein as the "Expiration Date"), he or she will
vote, or take action by written consent with respect to, all of
his or her shares of Company Common Stock for the adoption and
approval of the Merger Agreement and in favor of the Merger and
any other transaction contemplated by the Merger Agreement as the
Merger Agreement may be modified or amended from time to time,
and against any action, omission or agreement which would or
could impede or interfere with, or have the effect of
discouraging, the Merger, including, without limitation, any
Acquisition Transaction (as defined in the Merger Agreement)
other than the Merger. At the request of USF, the Shareholder is
also required to execute promptly, in accordance with the
provisions of the Georgia Business Corporation Code, and deliver
to USF an irrevocable proxy and irrevocably appoint USF or its
designees his or her attorney and proxy to vote or give consent
with respect to all of his or her shares of Company Common Stock
for the purposes set forth above. Any such proxy will terminate
on the Expiration Date. Each Shareholder has also agreed, among
other things, that he or she will not sell or otherwise dispose
of any of such shares until the Expiration Date. Each
Shareholder Agreement also provides that none of its provisions
shall affect in any way the performance of a Shareholder's
duties, including fiduciary duties, as a director of the Company.
Except as set forth above or as provided in the Merger Agreement
or the Shareholder Agreements, neither USF nor any of the persons
listed in Item 2 hereof has any plans or proposals which relate
to or would result in any of the matters described in Paragraphs
(a) through (j), inclusive, of Item 4 of Schedule 13D.
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Schedule 13D
CUSIP No. 239133 10 1 Page 6 of 19 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
By virtue of the Shareholder Agreements, pursuant to which the
Shareholders have agreed with USF that they will vote, or grant
to USF, at USF's request, a proxy with respect to, the
743,895.611 shares of Company Common Stock owned by them in the
aggregate, USF may be deemed to have shared power to vote such
shares. By virtue of the Shareholder Agreements, pursuant to
which the Shareholders have agreed with USF that they will not
dispose of such shares, USF may be deemed to have shared power to
dispose of such shares. Such shares represent approximately
22.8% of the shares of Company Common Stock outstanding on April
30, 1996.
Neither USF nor any of the persons listed in Item 2 hereof has
effected any transactions relating to Company Common Stock within
the past 60 days. Except as has been reported in filings made by
any of the Shareholders under Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, no person other than the
Shareholders is known to have the right to receive or the power
to direct the dividends from, or the proceeds from the sale of,
the shares described in the preceding paragraph.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Other than as set forth in the Merger Agreement and the
Shareholder Agreements with respect to the voting and disposition
of shares of Company Common Stock, neither USF nor any of the
persons named in Item 2 hereof has any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect
to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION AND METHOD OF FILING
1. Agreement and Plan of Merger, dated as of June 10, 1996,
among United States Filter Corporation, USF/DWW Acquisition
Corporation and Davis Water & Waste Industries, Inc.
(Incorporated by reference to Exhibit 2.1 to Current Report
on Form 8-K of United States Filter Corporation dated June
10, 1996.)
2. Form of Shareholder Agreement, dated as of June 10, 1996, by
and between United States Filter Corporation and each of the
Shareholders (Filed herewith.)
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Schedule 13D
CUSIP No. 239133 10 1 Page 7 of 19 Pages
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NOTE: In accordance with Rule 12b-31 under the Securities
Exchange Act of 1934, copies of the individual Shareholder
Agreements dated as of June 10, 1996 between United States Filter
Corporation and each of Jasper C. Davis, III, Marthalene M.
Davis, R. R. Davis, Ann R. Davis, H. Forbes Davis, Nan Davis and
R. Doyle White are not filed herewith. The following schedule
sets forth the material details (consisting only of the name of
the Shareholder and the number of shares of Company Common Stock
listed on the signature page thereof) in which such documents
differ from Exhibit 2 filed herewith:
NUMBER OF SHARES OF
NAME OF SHAREHOLDER COMPANY COMMON STOCK
Jasper C. Davis, III 469,621
Marthalene M. Davis 78,795
R. R. Davis 35,703
Ann R. Davis 29,297
H. Forbes Davis 73,467
Nan Davis 19,939
R. Doyle White 37,073.611
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Schedule 13D
CUSIP No. 239133 10 1 Page 8 of 19 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.
UNITED STATES FILTER CORPORATION
By: /s/ Damian C. Georgino
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Damian C. Georgino
Vice President, General Counsel
and Secretary
Date: June 20, 1996
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Schedule 13D
CUSIP No. 239133 10 1 Page 9 of 19 Pages
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ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF
UNITED STATES FILTER CORPORATION
NAME; PRESENT PRINCIPAL ADDRESS AND PRINCIPAL BUSINESS OF
OCCUPATION ORGANIZATION IN WHICH EMPLOYED
Richard J. Heckmann United States Filter Corporation
Chairman of the Board of 40-004 Cook Street
Directors, Chief Executive Palm Desert, CA 92211
Officer and President Provider of water and wastewater
treatment systems and services
Michael J. Reardon United States Filter Corporation
Director and Executive 40-004 Cook Street
Vice President Palm Desert, CA 92211
Provider of water and wastewater
treatment systems and services
Nicholas C. Memmo United States Filter Corporation
Executive Vice President - 40-004 Cook Street
Process Water Group Palm Desert, CA 92211
Provider of water and wastewater
treatment systems and services
Thierry Reyners United States Filter Corporation
Executive Vice President - 40-004 Cook Street
European Group Palm Desert, CA 92211
Provider of water and wastewater
treatment systems and services
Andrew D. Seidel United States Filter Corporation
Senior Vice President - 40-004 Cook Street
Wastewater Group Palm Desert, CA 92211
Provider of water and wastewater
treatment systems and services
Kevin L. Spence United States Filter Corporation
Vice President and Chief 40-004 Cook Street
Financial Officer Palm Desert, CA 92211
Provider of water and wastewater
treatment systems and services
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Schedule 13D
CUSIP No. 239133 10 1 Page 10 of 19 Pages
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Tim L. Traff United States Filter Corporation
Director and Senior Vice 40-004 Cook Street
President Palm Desert, CA 92211
Provider of water and wastewater
treatment systems and services
Damian C. Georgino United States Filter Corporation
Vice President, General 40-004 Cook Street
Counsel and Secretary Palm Desert, CA 92211
Provider of water and wastewater
treatment systems and services
John S. Swartley United States Filter Corporation
Senior Vice President - 40-004 Cook Street
Corporate Development Palm Desert, CA 92211
Provider of water and wastewater
treatment systems and services
James W. Dierker United States Filter Corporation
Vice President, Controller 40-004 Cook Street
and Treasurer Palm Desert, CA 92211
Provider of water and wastewater
treatment systems and services
Michael E. Hulme, Jr. United States Filter Corporation
Assistant General Counsel 40-004 Cook Street
and Assistant Secretary Palm Desert, CA 92211
Provider of water and wastewater
treatment systems and services
Robert S. Hillas E. M. Warburg, Pincus & Co., Inc.
Managing Director 466 Lexington Avenue
New York, NY 10017-3147
Private investment firm
John L. Diederich Aluminum Company of America
Executive Vice President- 1501 Alcoa Building
Chairman's Counsel Pittsburgh, PA 15219
Producer of aluminum and alumina
C. Howard Wilkins, Jr. Maverick Restaurant Corp.
Chairman of the Board 302 N. Rock Road
Suite 200
Wichita, KS 67206
Owns and operates restaurants
under franchise agreements
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Schedule 13D
CUSIP No. 239133 10 1 Page 11 of 19 Pages
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J. Danforth Quayle 10550 Hussey Lane
Author and Chairman Carmel, IN 46032
of Campaign America
Arthur B. Laffer A.B. Laffer, V.A. Canto
Chairman and Chief Executive & Associates
Officer 5405 Morehouse Drive
Suite 340
San Diego, CA 92121
Economic research and financial
firm
Alfred E. Osborne, Jr. John E. Anderson Graduate School of
Director of the Harold Management at UCLA
Price Center for 110 Westwood Plaza
Entrepreneurial Studies Box 951481
and Associate Professor Los Angeles, CA 90095-1481
Graduate School
James E. Clark 24-412 Park Grenada
Consultant and Private Calabasas, CA 91302
Investor
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Schedule 13D
CUSIP No. 239133 10 1 Page 12 of 19 Pages
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EXHIBIT INDEX
Exhibit
No. Description Page
1. Agreement and Plan of Merger, dated as of __
June 10, 1996, among United States Filter
Corporation, USF/DWW Acquisition Corporation
and Davis Water & Waste Industries, Inc.
(incorporated by reference to Exhibit 2.1 to
Current Report on Form 8-K of United States
Filter Corporation dated June 10, 1996)
2. Form of Shareholder Agreement, dated as of
June 10, 1996, by and between United States
Filter Corporation and the Shareholders 13
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Schedule 13D
CUSIP No. 239133 10 1 Page 13 of 19 Pages
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EXHIBIT 2
SHAREHOLDER AGREEMENT
THIS SHAREHOLDER AGREEMENT, dated as of June __, 1996,
by and between UNITED STATES FILTER CORPORATION, a Delaware
corporation ("USF"), and the shareholder listed on the signature
page hereof (the "Shareholder");
WITNESSETH:
WHEREAS, the Shareholder, as of the date hereof, is the
owner of the number of shares of Common Stock, par value $.01 per
share (the "Common Stock"), of DAVIS WATER & WASTE INDUSTRIES,
INC., a Georgia corporation (the "Company"), set forth below the
name of the Shareholder on the signature page hereof (the
"Shares");
WHEREAS, in reliance upon the execution and delivery of
this Agreement, USF and a wholly owned subsidiary of USF ("Sub")
will enter into an Agreement and Plan of Merger, dated as of the
date hereof (the "Merger Agreement"), with the Company which
provides, among other things, that upon the terms and subject to
the conditions thereof, Sub will be merged with and into the
Company, and the Company will become a wholly owned subsidiary of
USF (the "Merger"); and
WHEREAS, to induce USF to enter into the Merger
Agreement and to incur the obligations set forth therein, the
Shareholder is entering into this Agreement pursuant to which the
Shareholder agrees to vote in favor of the Merger and certain
other matters as set forth herein, and to make certain agreements
with respect to the Shares upon the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and
of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto agree as
follows:
1. Voting of Shares; Proxy. (a) The Shareholder
agrees that until the earlier of the Effective Time (as defined
in the Merger Agreement) and the date on which the Merger
Agreement is terminated in accordance with Article VII thereof
(the earliest thereof being hereinafter referred to as the
"Expiration Date"), the Shareholder shall vote all Shares owned
by the Shareholder at any meeting of the Company's shareholders
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Schedule 13D
CUSIP No. 239133 10 1 Page 14 of 19 Pages
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(whether annual or special and whether or not an adjourned
meeting), or, if applicable, take action by written consent (i)
for adoption and approval of the Merger Agreement and in favor of
the Merger and any other transaction contemplated by the Merger
Agreement as such merger Agreement may be modified or amended
from time to time and (ii) against any action, omission or
agreement which would or could impede or interfere with, or have
the effect of discouraging, the Merger, including, without
limitation, any Acquisition Transaction (as defined in the Merger
Agreement) other than the Merger. Any such vote shall be cast or
consent shall be given in accordance with such procedures
relating thereto as shall ensure that it is duly counted for
purposes of determining that a quorum is present and for purposes
of recording the results of such vote or consent.
(b) At the request of USF, the Shareholder, in
furtherance of the transactions contemplated hereby and by the
Merger Agreement, and in order to secure the performance by the
Shareholder of his duties under this Agreement, shall promptly
execute, in accordance with the provisions of Section 722 of the
Georgia Business Corporation Code, and deliver to USF, an
irrevocable proxy, substantially in the form of Annex A hereto,
and irrevocably appoint USF or its designees, with full power of
substitution, his attorney and proxy to vote, or, if applicable,
to give consent with respect to, all of the Shares owned by the
Shareholder in respect of any of the matters set forth in, and in
accordance with the provisions of, clauses (i) and (ii) above of
Section 1(a). The Shareholder acknowledges that the proxy
executed and delivered by him shall be coupled with an interest,
shall constitute, among other things, an inducement for USF to
enter into the Merger Agreement, shall be irrevocable and shall
not be terminated by operation of law upon the occurrence of any
event, including, without limitation, the death or incapacity of
the Shareholder. Notwithstanding any provision contained in such
proxy, such proxy shall terminate upon the Expiration Date.
2. Covenants of the Shareholder. The Shareholder
covenants and agrees for the benefit of USF that, until the
Expiration Date, he will:
(a) not sell, transfer, pledge, hypothecate,
encumber, assign, tender or otherwise dispose of, or enter
into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge,
hypothecation, encumbrance, assignment, tender or other
disposition of, any of the Shares owned by him or any
interest therein;
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Schedule 13D
CUSIP No. 239133 10 1 Page 15 of 19 Pages
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(b) other than as expressly contemplated by this
Agreement, not grant any powers of attorney or proxies or
consents in respect of any of the Shares owned by him,
deposit any of the Shares owned by him into a voting trust,
enter into a voting agreement with respect to any of the
Shares owned by him or otherwise restrict the ability of the
holder of any of the Shares owned by him freely to exercise
all voting rights with respect thereto;
(c) not, and he shall direct and use his best
efforts to cause his agents and representatives not to,
initiate, solicit or encourage, directly or indirectly, any
inquiries or the making or implementation of any Acquisition
Proposal or engage in any negotiations concerning, or
provide any confidential information or data to, or have any
discussions with, any person relating to an Acquisition
Proposal, or otherwise facilitate any effort or attempt to
make or implement an Acquisition Proposal. The Shareholder
shall immediately cease and cause to be terminated any
existing activities, including discussions or negotiations
with any parties, conducted heretofore with respect to any
of the foregoing and will take the necessary steps to inform
his agents and representatives of the obligations undertaken
in this Section 2(c). The Shareholder shall notify USF
immediately if any such inquiries or proposals are received
by, any such information is requested from, or any such
negotiations or discussions are sought to be initiated or
continued with, him;
(d) not take any action whatsoever that, based on
advice from USF's or the Company's independent auditors,
would or could prevent the Merger from qualifying for
"pooling of interests" accounting treatment; and
(e) use his best efforts to take, or cause to be
taken, all action, and do, or cause to be done, all things
necessary or advisable in order to consummate and make
effective the transactions contemplated by this Agreement
and the Merger Agreement, including, without limitation, to
enter into an affiliate's letter agreement substantially in
the form of Appendix B to the Merger Agreement.
3. Covenants of USF. USF covenants and agrees for the
benefit of the Shareholder that (a) immediately upon execution of
this Agreement, USF shall enter into the Merger Agreement, and
(b) until the Expiration Date, it shall use all reasonable
efforts to take, or cause to be taken, all action, and do, or
cause to be done, all things necessary or advisable in order to
consummate and make effective the transactions contemplated by
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Schedule 13D
CUSIP No. 239133 10 1 Page 16 of 19 Pages
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this Agreement and the Merger Agreement, consistent with the
terms and conditions of each such agreement; provided, however,
that nothing in this Section 3 or any other provision of this
Agreement is intended, nor shall it be construed, to limit or in
any way restrict USF's right or ability to exercise any of its
rights under the Merger Agreement.
4. Representations and Warranties of the Shareholder.
The Shareholder represents and warrants to USF that:
(a) the execution, delivery and performance by the
Shareholder of this Agreement will not conflict with,
require a consent, waiver or approval under, or result in a
breach of or default under, any of the terms of any
contract, commitment or other obligation (written or oral)
to which the Shareholder is bound;
(b) this Agreement has been duly executed and
delivered by the Shareholder and constitutes a legal, valid
and binding obligation of the Shareholder, enforceable
against the Shareholder in accordance with its terms;
(c) the Shareholder is the sole owner of the
Shares and the Shares represent all shares of Common Stock
owned by the Shareholder at the date hereof, and the
Shareholder does not have any right to acquire, nor is he
the "beneficial owner" (as such term is defined in Rule 13d-
3 under the Securities Exchange Act of 1934, as amended) of,
any other shares of any class of capital stock of the
Company or any securities convertible into or exchangeable
or exercisable for any shares of any class of capital stock
of the Company (other than shares subject to options granted
by the Company);
(d) the Shareholder has full right, power and
authority to execute and deliver this Agreement and to
perform his obligations hereunder, subject only to any
interest which the spouse of the Shareholder may have in the
Shares owned by the Shareholder, such spouse having executed
a Shareholder Agreement in his or her own right; and
(e) the Shareholder owns the Shares free and clear
of all liens, claims, pledges, charges, proxies,
restrictions, encumbrances, voting trusts and voting
agreements of any nature whatsoever other than as provided
by this Agreement. The representations and warranties
contained herein shall be made as of the date hereof and as
of each day from the date hereof through and including the
Effective Time (as defined in the Merger Agreement).
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Schedule 13D
CUSIP No. 239133 10 1 Page 17 of 19 Pages
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5. Adjustments; Additional Shares. In the event
(a) of any stock dividend, stock split, merger (other than the
Merger), recapitalization, reclassification, combination,
exchange of shares or the like of the capital stock of the
Company on, of or affecting the Shares or (b) that the
Shareholder shall become the beneficial owner of any additional
shares of Common Stock or other securities entitling the holder
thereof to vote or give consent with respect to the matters set
forth in Section 1, then the terms of this Agreement shall apply
to the shares of capital stock or other instruments or documents
held by the Shareholder immediately following the effectiveness
of the events described in clause (a) or the Shareholder becoming
the beneficial owner thereof as described in clause (b), as
though, in either case, they were Shares hereunder.
6. Legend. Concurrently with the execution of this
Agreement, the Shareholder is surrendering to the Company the
certificates representing the Shares, and is hereby requesting
that the following legend be placed on the certificates
representing such Shares and shall request that such legend
remain thereon until the Expiration Date:
"The shares of capital stock represented by
this certificate are subject to a Shareholder
Agreement, dated as of June __, 1996, between
___________________________ and United States
Filter Corporation, which, among other
things, restricts the sale or transfer of
such shares except in accordance therewith
and contains certain voting restrictions to
which such shares are subject."
In the event that the Shareholder shall become the beneficial
owner of any additional shares of Common Stock or other
securities entitling the holder thereof to vote or give consent
with respect to the matters set forth in Section 1, the
Shareholder shall, upon acquiring such beneficial ownership,
surrender to the Company the certificates representing such
shares or securities and request that the foregoing legend be
placed on such certificates and remain thereon until the
Expiration Date. In the event that USF requests that an
irrevocable proxy be executed and delivered by the Shareholder to
it pursuant to Section 1, the Shareholder shall promptly
surrender to the Company the certificates representing the Shares
covered by such proxy and cause the foregoing legend to be
revised to replace at the end of such legend the words "and
contains certain voting restrictions to which such shares are
subject" with the following:
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CUSIP No. 239133 10 1 Page 18 of 19 Pages
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", and such shares are also subject to an
irrevocable proxy provided under Section 722
of the Georgia Business Corporation Code"
The Shareholder shall provide USF with satisfactory evidence of
his compliance with this Section 6 on or prior to the date five
business days after the execution hereof or of the request
relating to the Shareholder's proxy, as the case may be.
7. Director's Fiduciary Duties. Notwithstanding
anything to the contrary contained herein, no provision hereof
shall affect in any way the performance of the Shareholder's
duties, including fiduciary duties, as a director of the Company.
8. Specific Performance. The Shareholder acknowledges
that the agreements contained in this Agreement are an integral
part of the transactions contemplated by the Merger Agreement,
and that, without these agreements, USF would not enter into the
Merger Agreement, and acknowledges that damages would be an
inadequate remedy for any breach by him of the provisions of this
Agreement. Accordingly, the Shareholder and USF each agree that
the obligations of the parties hereunder shall be specifically
enforceable and neither party shall take any action to impede the
other from seeking to enforce such right of specific performance.
9. Notices. All notices, requests, claims, demands
and other communications hereunder shall be effective upon
receipt (or refusal of receipt), shall be in writing and shall be
delivered in person, by telecopy or telefacsimile, by telegram,
by next-day courier service, or by mail (registered or certified
mail, postage prepaid, return receipt requested) to the
Shareholder at the address listed on the signature page hereof,
and to USF at 40-004 Cook Street, Palm Desert, California 92211,
Attention: Damian C. Georgino, Vice President, General Counsel
and Secretary, telecopy number (619) 341-9368, or to such other
address or telecopy number as any party may have furnished to the
other in writing in accordance herewith.
10. Binding Effect; Survival. Upon execution and
delivery of this Agreement by USF, this Agreement shall become
effective as to the Shareholder at the time the shareholder
executes and delivers this Agreement. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and
their respective heirs, personal representatives, successors and
assigns.
11. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Georgia
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Schedule 13D
CUSIP No. 239133 10 1 Page 19 of 19 Pages
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applicable to agreements made and to be performed entirely within
such State.
12. Counterparts. This Agreement may be executed in
two counterparts, both of which shall be an original and both of
which together shall constitute one and the same agreement.
13. Effect of Headings. The section headings herein
are for convenience of reference only and shall not affect the
construction hereof.
14. Additional Agreements; Further Assurance. Subject
to the terms and conditions herein provided, each of the parties
hereto agrees to use all reasonable efforts to take, or cause to
be taken, all action and to do, or cause to be done, all things
necessary, proper or advisable to consummate and make effective
the transactions contemplated by this Agreement. The Shareholder
will provide USF with all documents which may reasonably be
requested by USF and will take reasonable steps to enable USF to
obtain all rights and benefits provided it hereunder.
15. Amendment; Waiver. No amendment or waiver of any
provision of this Agreement or consent to departure therefrom
shall be effective unless in writing and signed by USF and the
Shareholder, in the case of an amendment, or by the party which
is the beneficiary of any such provision, in the case of a waiver
or a consent to depart therefrom.
IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto all as of the day and year first
above written.
UNITED STATES FILTER CORPORATION
By:________________________________
Name:
Title:
SHAREHOLDER
Name:_______________________
Address:
____________________________
____________________________
Number of Shares: _______________________
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