<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
UNITED STATES FILTER CORPORATION
-------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
-------------------------------------------------------
(Title of Class of Securities)
911843209
-------------------------------------------------------
(CUSIP Number)
L. William Law, Jr., Senior Vice President, General
Counsel and Secretary
Eastern Enterprises, 9 Riverside Road, Weston,
Massachusetts, 02193 (617) 647-2300
-------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 20, 1995
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person had 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:
Yes No X
----- -----
Check the following box if a fee is paid with this
statement:
Yes No X
----- -----
Page 1 of 5
<PAGE>
CUSIP No. 911843209
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Eastern Associated Securities Corp., I.D. No.04-2940344
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: *
(a)
(b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
:(7) SOLE VOTING POWER
: 26,000 shares
:(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING
PERSON WITH :(9) SOLE DISPOSITIVE
POWER : 26,000 shares
:(10) SHARED DISPOSITIVE POWER
: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 26,000 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* YES NO X
----- -----
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%
(14) TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
<PAGE>
CUSIP No. 911843209
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Eastern Enterprises I.D. No. 04-1270730
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: *
(a)
(b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
00
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
:(7) SOLE VOTING POWER
: None
:(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY : 26,000 shares
OWNED BY EACH REPORTING
PERSON WITH :(9) SOLE DISPOSITIVE POWER
: None
:(10) SHARED DISPOSITIVE POWER
: 26,000 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 26,000 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* YES NO X
----- -----
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%
(14) TYPE OF REPORTING PERSON*
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5
<PAGE>
Item 4. Purpose of Transaction
----------------------
On November 1, 1995, Eastern and EASC announced that they had advised
United States Filter Corporation of their intent to sell, subject to
satisfactory price and market conditions, the U.S. Filter Securities
beneficially owned by them (3,041,092 shares of common stock) in a public
offering. These Securities are the subject of a shelf registration statement, as
amended (the "Shelf Registration Statement"). The Securities constitute all of
the shares of the Securities beneficially owned by Eastern and EASC, other than
26,000 shares subject to options granted to Eastern's representative on the
Issuer's Board of Directors pursuant to the terms of the Issuer's 1991 Directors
Stock Option Plan.
On November 20, 1995, Eastern and EASC sold 3,041,092 shares of common
stock of U.S. Filter Corporation in an underwritten public offering co-managed
by Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Brothers Inc.,
PaineWebber Incorporated and RBC Dominion Securities Corporation. The price to
the public in such offering was $22.625 per share. Underwriting discounts and
commissions were $1.09 per share. The net proceeds to Eastern and EASC were
therefore $21.535 per share.
Item 5. Interest in Securities of the Issuer
------------------------------------
On November 20, 1995, Eastern and EASC sold 3,041,092 shares of common
stock of U.S. Filter Corporation in an underwritten public offering co-managed
by Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Brothers Inc.,
PaineWebber Incorporated and RBC Dominion Securities Corporation. The date of
this sale, November 20, 1995, is the date on which Eastern and EASC ceased to be
the beneficial owner of more than 5.0% of U.S. Filter Corporation's outstanding
common stock. The price to the public in such offering was $22.625 per share.
Underwriting discounts and commissions were $1.09 per share. The net proceeds to
Eastern and EASC were therefore $21.535 per share.
The aggregate number of shares of the Securities beneficially owned by
Eastern and EASC following the public sale of securities described above is
26,000 shares, representing approximately 0.10% of the 25,509,909 outstanding
shares of Common Stock of the Issuer, based on the number of outstanding shares
reported in the Issuer's Post Effective Amendment No. 2 to the Shelf
Registration Statement (filed November 2, 1995). Such shares are subject to
options as described in Item 4, above.
Page 4 of 5
<PAGE>
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.
Date: November 21, 1995
-----------------
EASTERN ENTERPRISE EASTERN ASSOCIATED SECURITIES
CORP.
By: By:
------------------------------ --------------------------
L. William Law, Jr. L. William Law, Jr.
Senior Vice President, General Counsel and Vice President
Secretary
Page 5 of 5
