As filed with the Securities and Exchange Commission on
December 8, 1995
Registration No. 33-63263
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------------
United States Filter Corporation
(Exact name of registrant as specified in its charter)
Delaware 3589 33-0266015
(State or other (Primary (I.R.S. Employer
jurisdiction of Standard Identification
incorporation or Industrial No.)
organization) Classification
Code Number)
73-710 Fred Waring Drive, Suite 222
Palm Desert, California 92260
(619) 340-0098
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------------
Damian C. Georgino
Vice President, General Counsel and Secretary
United States Filter Corporation
73-710 Fred Waring Drive, Suite 222
Palm Desert, California 92260
(619) 340-0098
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
------------------------------
Copy to:
Janice C. Hartman
Kirkpatrick & Lockhart LLP
1500 Oliver Building
Pittsburgh, Pennsylvania 15222
(412) 355-6500
Approximate date of commencement of proposed sale to public:
From time to time after this registration statement becomes effective.
<PAGE>
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. /_/
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering./_/
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /_/
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. /_/
------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED DECEMBER 8, 1995
371,229 Shares
United States Filter Corporation
Common Stock
(par value $.01 per share)
---------------------
This prospectus provides for the offering of up to an aggregate of
371,229 shares (the "Shares") of the Common Stock, par value $.01 per
share ("Common Stock"), of United States Filter Corporation (the
"Company"). The Shares were acquired by Anjou International Company (the
"Selling Stockholder") on October 1, 1995 in consideration of its sale to
the Company of all of the outstanding capital stock of Polymetrics, Inc.
pursuant to the terms of a Stock Purchase Agreement dated August 30, 1995,
as amended (the "Stock Purchase Agreement").
The Shares may be offered or sold by or for the account of the Selling
Stockholder from time to time or at one time, at prices and on terms to be
determined at the time of sale, to purchasers directly or by or through
brokers, dealers, underwriters or agents who may receive compensation in
the form of discounts, commissions or concessions. The Selling
Stockholder and any brokers, dealers, underwriters or agents that
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any discounts, concessions and
commissions received by any such broker, dealer, underwriter or agent may
be deemed to be underwriting commissions or discounts under the Securities
Act. The Company will not receive any of the proceeds from any sale of
the Shares offered hereby. See "Use of Proceeds", "Selling Stockholder"
and "Plan of Distribution".
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
and traded under the symbol "USF". The last reported sale price of the
Common Stock on the NYSE on December 7, 1995 was $23-3/4 per share.
---------------------
See "Risk Factors" beginning on page 3 for certain considerations
relevant to an investment in the Common Stock.
<PAGE>
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is December __, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy solicitation materials
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy solicitation materials and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices located
at Seven World Trade Center, Suite 1300, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Common Stock is listed on the NYSE. Such reports, proxy
solicitation materials and other information can also be inspected and
copied at the NYSE at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to
as the "Registration Statement") under the Securities Act with respect to
the offering made hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of
which are omitted in accordance with the rules and regulations of the
Commission. Such additional information may be obtained from the
Commission's principal office in Washington, D.C. as set forth above. For
further information, reference is hereby made to the Registration
Statement, including the exhibits filed as a part thereof or otherwise
incorporated herein. Statements made in this Prospectus as to the
contents of any documents referred to are not necessarily complete, and in
each instance reference is made to such exhibit for a more complete
description and each such statement is modified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-10728) pursuant to the Exchange Act are incorporated herein by
reference: the Company's Annual Report on Form 10-K for the year
ended March 31, 1995, as amended on Forms 10-K/A dated June 29, 1995,
July 25, 1995, August 10, 1995 and November 14, 1995; the Company's
Quarterly Reports on Form 10-Q for the quarters ended June 30, 1995 and
September 30, 1995; the Company's Current Reports on Form 8-K dated
April 3, 1995 (two such Current Reports), May 3, 1995, May 4, 1995 (as
amended on Form 8-K/A dated October 6, 1995) June 12, 1995, June 27, 1995,
July 13, 1995, August 11, 1995, August 30, 1995, September 7, 1995,
September 18, 1995, October 2, 1995, October 5, 1995, November 1, 1995,
November 2, 1995 and November 29, 1995; and description of the Common Stock
contained in the Company's Registration Statement on Form 8-A, as the same
may be amended.
All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering made by this
Prospectus shall be deemed to be incorporated by reference herein. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents that are incorporated herein
by reference, other than exhibits to such information (unless such
exhibits are specifically incorporated by reference into such documents).
Requests should be directed to the General Counsel of the Company at 73-
710 Fred Waring Drive, Suite 222, Palm Desert, California 92260 (telephone
(619) 340-0098).
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<PAGE>
THE COMPANY
The Company is a leading global provider of industrial and commercial
water treatment systems and services, with an installed base of more than
90,000 systems in the United States, Europe, Latin America and the Far
East. The Company offers a single-source solution to its industrial,
commercial and municipal customers through what the Company believes to be
the industry's broadest range of cost-effective water treatment systems,
services and proven technologies. The Company capitalizes on its
substantial installed base to sell additional systems and utilizes its
global network of 124 sales and service facilities, including 12
manufacturing plants, to provide customers with ongoing service and
maintenance. In addition, the Company is a leading international provider
of service deionization ("SDI") and outsourced water services, including
operation of water purification and wastewater treatment systems at
customer sites.
The Company's principal executive offices are located at 73-710 Fred
Waring Drive, Suite 222, Palm Desert, California 92260, and its telephone
number is (619) 340-0098. References herein to the Company refer to
United States Filter Corporation and its subsidiaries, unless the context
requires otherwise.
RISK FACTORS
Prospective investors should carefully consider the following factors
relating to the business of the Company, together with the other
information and financial data included or incorporated by reference in
this Prospectus, before acquiring the Shares offered hereby.
Acquisition Strategy
In pursuit of its strategic objective of becoming the leading global
single-source provider of water treatment systems and services the Company
has, since 1991, acquired and successfully integrated more than 18 United
States based and international businesses with strong market positions and
substantial water treatment expertise. The Company's acquisition strategy
entails the potential risks inherent in assessing the value, strengths,
weaknesses, contingent or other liabilities and potential profitability of
acquisition candidates and in integrating the operations of acquired
companies. Although the Company generally has been successful in pursuing
these acquisitions, there can be no assurance that acquisition
opportunities will continue to be available, that the Company will have
access to the capital required to finance potential acquisitions, that the
Company will continue to acquire businesses or that any business acquired
will be integrated successfully or prove profitable. The Company has no
current plans regarding any material acquisitions.
International Transactions
The Company has made and expects it will continue to make acquisitions
and to obtain contracts in Europe, Latin America, the Far East and other
areas outside the United States. While these activities may provide
important opportunities for the Company to offer its products and services
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<PAGE>
internationally, they also entail the risks associated with conducting
business internationally, including the risk of currency fluctuations,
slower payment of invoices and possible social, political and economic
instability.
Reliance on Key Personal
The Company's operations are dependent on the continued efforts of
senior management, in particular Richard J. Heckmann, its Chairman, Chief
Executive Officer and President. Should any of the senior managers be
unable to continue in their present roles, the Company's prospects could
be adversely affected.
Profitability of Fixed Price Contracts
A significant portion of the Company's revenues are generated under
fixed price contracts. To the extent that original cost estimates are
inaccurate, costs to complete increase, delivery schedules are delayed or
progress under a contract is otherwise impeded, revenue recognition and
profitability from a particular contract may be adversely affected. The
Company routinely records upward or downward adjustments with respect to
fixed price contracts due to changes in estimates of costs to complete
such contracts. There can be no assurance that future downward
adjustments will not be material.
Cyclicality of Capital Equipment Sales
The sale of capital equipment within the water treatment industry is
cyclical and influenced by various economic factors including interest
rates and general fluctuations of the business cycle. The Company's
revenues from capital equipment sales were approximately 60% of total
revenues for the fiscal year ended March 31, 1995 and 48% for the three
months ended June 30, 1995. While the Company sells capital equipment to
customers in diverse industries and in global markets, cyclicality of
capital equipment sales and instability of general economic conditions
could have an adverse effect on the Company's revenues and profitability.
Potential Environmental Risks
The Company's business and products may be significantly influenced by
the constantly changing body of environmental laws and regulations, which
require that certain environmental standards be met and impose liability
for the failure to comply with such standards. While the Company
endeavors at each of its facilities to assure compliance with
environmental laws and regulations, there can be no assurance that the
Company's operations or activities, or historical operations by others at
the Company's locations, will not result in civil or criminal enforcement
actions or private actions that could have a materially adverse effect on
the Company. In particular, the Company's activities as owner and
operator of a hazardous waste treatment and recovery facility are subject
to stringent laws and regulations and compliance reviews. Failure of this
facility to comply with those regulations could result in substantial
fines and the suspension or revocation of the facility's hazardous waste
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permit. In addition, to some extent, the liabilities and risks imposed by
such environmental laws on the Company's customers may adversely impact
demand for certain of the Company's products or services or impose greater
liabilities and risks on the Company, which could also have an adverse
effect on the Company's competitive or financial position.
Competition
The water purification and wastewater treatment industry is fragmented
and highly competitive. The Company competes with many United States
based and international companies in its global markets. The principal
methods of competition in the markets in which the Company competes are
technology, service, price, product specifications, customized design,
product knowledge and reputation, ability to obtain sufficient performance
bonds, timely delivery, the relative ease of system operation and
maintenance, and the prompt availability of replacement parts. In the
municipal contract bid process, pricing and ability to meet bid
specifications are the primary considerations. While no competitor is
considered dominant, there are competitors that are larger and have
significantly greater resources than the Company, which, among other
things, could be a competitive disadvantage to the Company in securing
certain projects.
Technological and Regulatory Change
The water purification and wastewater treatment business is
characterized by changing technology, competitively imposed process
standards and regulatory requirements, each of which influences the demand
for the Company's products and services. Changes in regulatory or
industrial requirements may render certain of the Company's purification
and treatment products and processes obsolete. Acceptance of new products
may also be affected by the adoption of new government regulations
requiring stricter standards. The Company's ability to anticipate changes
in technology and regulatory standards and to successfully develop and
introduce new and enhanced products on a timely basis will be a
significant factor in the Company's ability to grow and to remain
competitive. There can be no assurance that the Company will be able to
achieve the technological advances that may be necessary for it to remain
competitive or that certain of its products will not become obsolete. In
addition, the Company is subject to the risks generally associated with
new product introductions and applications, including lack of market
acceptance, delays in development or failure of products to operate
properly.
Shares Eligible for Future Sale
The market price of the Common Stock could be adversely affected by
the availability for sale of shares held on November 15, 1995 by securities
holders of the Company, including (i) up to 2,965,829 shares which may be
delivered by Laidlaw Inc. or its affiliates ("Laidlaw"), at Laidlaw's
option in lieu of cash, at maturity pursuant to the terms of 5-3/4%
Exchangeable Notes due 2000 of Laidlaw (the amount of shares or cash
delivered or paid to be dependent within certain limits upon the value of
the Common Stock at maturity), (ii) 2,926,829 shares issuable upon
conversion of convertible debentures of the Company at a conversion price
of $20.50 per share of Common Stock and 5,090,909 shares issuable upon
conversion of convertible notes of the Company at a conversion price of
$27.50 per share of Common Stock that are currently registered for sale
under the Securities Act pursuant to two shelf registration statements,
(iii) 1,982,500 outstanding shares that are covered by three shelf
registration statements filed under the Securities Act, (iv) 1,320,000
shares issuable upon conversion of shares of preferred stock of the
Company, which are subject to an agreement pursuant to which the holder has
certain rights to request the Company to register the sale of such holder's
Common Stock under the Securities Act and, subject to certain conditions,
to include certain percentages of such shares in other registration
statements filed by the Comapny ("Registration Rights"), and (v) 334,626
outstanding shares subject to Registration Rights. In addition, the
Company has registered for sale under the Securities Act 2,000,000 shares
which may be issuable by the Company from time to time in connection with
acquisitions of business or assets from third parties.
USE OF PROCEEDS
The Selling Stockholder will receive all of the net proceeds from any
sale of the Shares offered hereby, and none of such proceeds will be
available for use by the Company or otherwise for the Company's
benefit.
7
<PAGE>
SELLING STOCKHOLDER
The 371,229 Shares which may be offered pursuant to this Prospectus
will be offered by or for the account of the Selling Stockholder,
which acquired the Shares on October 1, 1995 pursuant to the Stock
Purchase Agreement. The Shares constitute all of the shares of Common
Stock beneficially owned by the Selling Stockholder and represented
approximately 1.4% of the shares of Common Stock outstanding on
November 29, 1995. The Company has guaranteed, subject to certain
conditions, that the aggregate net proceeds to the Selling Stockholder
from sales of the Shares effected prior to May 12, 1996 (subject to early
termination or extension in specified circumstances) will not be less than
approximately $21.82 per Share.
PLAN OF DISTRIBUTION
Shares offered hereby may be sold from time to time by or for the
account of the Selling Stockholder on one or more exchanges or otherwise;
directly to purchasers in negotiated transactions; by or through brokers or
dealers, including Donaldson, Lufkin & Jenrette Securities Corporation,
in ordinary brokerage transactions or transactions in which the
broker solicits purchasers; in block trades in which the broker or dealer
will attempt to sell Shares as agent but may position and resell a portion
of the block as principal; in transactions in which a broker or dealer
purchases as principal for resale for its own account; through
underwriters or agents; or in any combination of the foregoing methods.
Shares may be sold at a fixed offering price, which may be changed, at the
prevailing market price at the time of sale, at prices related to such
prevailing market price or at negotiated prices. Any brokers, dealers,
underwriters or agents may arrange for others to participate in any such
transaction and may receive compensation in the form of discounts,
commissions or concessions from the Selling Stockholder and/or the
purchasers of Shares. The proceeds to the Selling Stockholder from any
sale of Shares will be net of any such compensation, and of any expenses
to be borne by the Selling Stockholder, subject to the guarantee
arrangement described under "Selling Stockholder". If required at the time
that a particular offer of Shares is made, a supplement to this Prospectus
will be delivered that describes any material arrangements for the
distribution of Shares and the terms of the offering, including, without
limitation, the names of any underwriters, brokers, dealers or agents and
any discounts, commissions or concessions and other items constituting
compensation from the Selling Stockholder or otherwise. The Company may
agree to indemnify any such brokers, dealers, underwriters, or agents
against certain civil liabilities, including liabilities under the
Securities Act. The Company and the Selling Stockholder are obligated to
indemnify each other against certain civil liabilities arising under the
Securities Act.
The Selling Stockholder and any brokers, dealers, underwriters or agents
that participate with the Selling Stockholder in the distribution of
Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any discounts, commissions or concessions
received by any such brokers, dealers, underwriters or agents and any
profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
The Company has informed the Selling Stockholder that the provisions of
Rules 10b-6 and 10b-7 under the Exchange Act may apply to its sales of
Shares and has furnished the Selling Stockholder with a copy of these
rules. The Company also has advised the Selling Stockholder of the
requirement for delivery of a prospectus in connection with any sale of
the Shares.
Any Shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 or rather
than pursuant to this Prospectus. There is no assurance that the
Selling Stockholder will sell any or all of the Shares. The Selling
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<PAGE>
Stockholder may transfer, devise or gift such Shares by other means not
described herein.
The Company will pay all of the expenses, including, but not limited to,
fees and expenses of compliance with states securities or "blue sky" laws,
incident to the registration of the Shares, other than certain
underwriting discounts and selling commissions and fees and expenses, if
any, of counsel or other advisors retained by the Selling Stockholder.
VALIDITY OF COMMON STOCK
The validity of the Shares will be passed upon for the Company by Damian
C. Georgino, Vice President, General Counsel and Secretary of the Company.
Mr. Georgino presently holds 100 shares of the Company's Common Stock
and options granted under the Company's 1991 Employee Stock Option
Plan to purchase an aggregate of 10,000 shares of Common Stock.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The consolidated financial statements of United States Filter
Corporation and its subsidiaries as of March 31, 1994 and 1995 and for
each of the three years in the period ended March 31, 1995 have been
incorporated herein by reference in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, which report is
incorporated herein by reference, and upon the authority of said firm as
experts in accounting and auditing.
The statements of assets acquired and liabilities assumed of Arrowhead
Industrial Water, Inc. as of December 31, 1994 and 1993 and the related
statements of revenues and expenses for each of the two years then ended
have been incorporated herein by reference in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, which
report is incorporated herein by reference, and upon the authority of said
firm as experts in accounting and auditing.
The combined financial statements of Continental H2O Services, Inc.
and Evansville Water Corporation d/b/a Interlake Water Systems as of
December 31, 1994 and for the year then ended have been incorporated herein
by reference in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, which report is incorporated
herein by reference, and upon the authority of said firm as experts in
accounting and auditing.
The consolidated financial statements of Polymetrics, Inc. and
subsidiaries as of December 31, 1994 and for the year then ended have
been incorporated herein by reference in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, which
report is incorporated herein by reference, and upon the authority of said
firm as experts in accounting and auditing.
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<TABLE>
<CAPTION>
<S> <C>
No person has been authorized to give any
information or to make any representations other than
those contained in this Prospectus, and, if given or
made, such information or representations must not be 371,229 Shares
relied upon as having been authorized. This Prospectus
does not constitute an offer to sell or the solicitation
of an offer to buy any securities other than the UNITED STATES FILTER CORPORATION
securities to which it relates or an offer to sell or the
solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is Common Stock
unlawful. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in
the affairs of the Company since the date hereof or that
the information contained herein is correct as of any
time subsequent to its date.
_____________
TABLE OF CONTENTS ----------------
Page
PROSPECTUS
Available Information . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . 2 ----------------
The Company . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . 5
Selling Stockholder . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . 5
Validity of Common Stock . . . . . . . . . . . . . . . 6
Independent Certified Public Accountants . . . . . . . 6
December __, 1995
</TABLE>
<PAGE>
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The following exhibits are filed as part of this
registration statement:
Exhibit
Number Description
[S] [C]
23.01 Consents of KPMG Peat Marwick LLP
24.01 Powers of Attorney (previously filed)
99.01 Letter Agreement dated November 2, 1995 between the Registrant
and Anjou International Company
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Palm Desert, State of California, on December 8, 1995.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
_________________________
Richard J. Heckmann
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this amendment has been signed by the following persons in
the capacities and on the dates indicated.
Signature Capacity Date
_________ ________ ____
Chairman of the December 8, 1995
/s/Richard J. Heckmann Board, President
_________________________ and Chief Executive
Richard J. Heckmann Officer (Principal
Executive Officer)
and a Director
/s/Kevin L. Spence Vice President December 8, 1995
_________________________ and Chief Financial
Kevin L. Spence Officer (Principal
Financial and
Accounting Officer)
* Executive Vice December 8, 1995
_________________________ President and a
Michael J. Reardon Director
Senior Vice December 8, 1995
* President and a
_________________________ Director
Tim L. Traff
* Director December 8, 1995
_________________________
James E. Clark
* Director December 8, 1995
_________________________
John L. Diederich
* Director December 8, 1995
_________________________
Arthur B. Laffer
* Director December 8, 1995
_________________________
Alfred E. Osborne
* Director December 8, 1995
_________________________
C. Howard Wilkins, Jr.
*By: /s/ Damian C. Georgino December 8, 1995
_________________________
Damian C. Georgino
Attorney-In-Fact
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
<S> <C> <C>
23.01 Consents of KPMG Peat Marwick LLP
24.01 Powers of Attorney (previously filed)
99.01 Letter Agreement dated November 2, 1995 between the
Registrant and Anjou International Company
/TABLE
<PAGE>
Exhibit 23.01
1 of 3
ACCOUNTANTS' CONSENT
---------------------
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to incorporation by reference in the Registration Statement
No. 33-63263 on Form S-3 of United States Filter Corporation of our
report dated June 1, 1995, relating to the consolidated balance
sheets of United States Filter Corporation as of March 31, 1994
and 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the
three-year period ended March 31, 1995 and to the reference of
our firm under the heading "Independent Certified Public Accountants"
in the prospectus.
KPMG Peat Marwick LLP
Orange County, California
December 8, 1995
<PAGE>
Exhibit 23.01
2 of 3
ACCOUNTANTS' CONSENT
--------------------
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to incorporation by reference in the Registration
Statement No. 33-63263 on Form S-3 of United States Filter Corporation
of our report dated September 29, 1995, relating to the statements of
assets acquired and liabilities assumed of Arrowhead Industrial
Water, Inc. as of December 31, 1994 and 1993 and the related
statements of revenues and expenses for the years then ended and
of our report dated June 29, 1995 relating to the combined
balance sheet of Continental H20 Services, Inc. and Evansville
Water Corporation d/b/a Interlake Water Systems as of December
31, 1994 and the related combined statements of operations,
stockholders' equity and cash flows for the year then ended and
to the reference of our firm under the heading "Independent
Certified Public Accountants" in the prospectus.
KPMG Peat Marwick LLP
Chicago, Illinois
December 8, 1995
<PAGE>
Exhibit 23.01
3 of 3
ACCOUNTANTS' CONSENT
--------------------
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to incorporation by reference in the Registration
Statement No. 33-63263 on Form S-3 of United States Filter Corporation
of our report dated August 11, 1995, relating to the consolidated
balance sheet of Polymetrics, Inc. and subsidiaries as of
December 31, 1994, and the related consolidated statements of
operations, stockholder's equity and cash flows for the year then
ended and to the reference of our firm under the heading
"Independent Certified Public Accountants" in the prospectus.
KPMG Peat Marwick LLP
San Francisco, California
December 8, 1995
<PAGE>
Exhibit 99.01
ANJOU INTERNATIONAL COMPANY
1105 North Market Street
Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
November 2, 1995
United States Filter Corporation
73-710 Fred Waring Drive
Suite 222
Palm Desert, California 92260
Attention: Damian C. Georgino, Esq.
General Counsel
Dear Sirs:
It is our understanding that United States Filter Corporation ("USF")
intends to file an amendment to a registration statement on Form S-3 (No.
76042) (the "Amended Registration Statement") with the Securities and
Exchange Commission (the "SEC") relating to 3,041,092 shares of its common
stock, par value $.01 per share ("USF Common Stock"). USF filed on October
6, 1995 a registration statement on Form S-3 (Registration Statement No.
33-63263) (the "Shelf Registration Statement") with regard to 371,229
shares of USF Common Stock acquired by Anjou International Company
("Anjou") from USF pursuant to that certain Stock Purchase Agreement, dated
as of August 30, 1995, between Anjou and USF (the "Agreement") (such
371,229 shares of USF Common Stock being referred to herein as the "USF
Shares"). The underwriters for the offering that is proposed to be made
pursuant to the Amended Registration Statement are Donaldson, Lufkin &
Jenrette Securities Corporation, PaineWebber Incorporated, RBC Dominion
Securities, Inc. and Salomon Brothers Inc (collectively, the
"Underwriters").
Further, pursuant to an Underwriting Agreement (the "Underwriting
Agreement") to be entered into among the Underwriters, USF, Anjou and
Eastern Associated Securities Corporation ("Eastern"), a Massachusetts
corporation, and as more particularly described therein, Anjou will grant
to the Underwriters, severally and not jointly, an option to purchase any
or all of the USF Shares (the "Option") at any time during a 30 day period
commencing on the date on which the Underwriting Agreement is executed (the
"Option Period").
By this letter agreement, Anjou and USF agree as follows:
(i) Notwithstanding anything to the contrary in Section 1.02(b) of
the Share Disposition Agreement, dated as of October 1, 1995, between Anjou
and USF (the "Share Disposition Agreement"), if (A) the closing price for
USF Shares for 15 consecutive trading days ending during the Option Period
is more than $2.00 per share above the Guaranteed Value (as such term is
defined in the Share Disposition Agreement) and (B) the Underwriters do not
purchase all of the USF Shares from Anjou pursuant to the Option, then
USF's obligations pursuant to Section 1.02(a) of the Share Disposition
Agreement shall automatically terminate only if Anjou has not sold all of
the USF Shares remaining unsold at the end of the Option Period within 30
Business Days (as defined in the Share Disposition Agreement) after the
expiration of the Option Period;
(ii) Notwithstanding anything to the contrary in Section 5 of the
Registration and Transfer Agreement, dated as of October 1, 1995, between
Anjou and USF (the "Registration Agreement"), (i) USF shall cause the Shelf
Registration Statement to be declared effective on or before the date on
which the Option Period expires, and (ii) if, after the Underwriters
exercise the Option, the number of USF Shares remaining unsold is less than
100,000, USF shall keep the Shelf Registration Statement effective until a
date that is not less than 30 Business Days after the expiration of the
Option Period;
(iii) Anjou understands that the prospectuses under the Shelf
Registration Statement and the Amended Registration Statement will be
combined under Rule 429 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). In light of the foregoing, USF agrees
promptly after the date hereof to contact the staff of the SEC (the
"Staff") in order to determine whether, in the event not all of the USF
Shares are acquired by the Underwriters pursuant to the Option, USF will be
able to reinstate the prospectus included in the Shelf Registration
Statement at the time of its original filing (suitably updated) (the
"Updated Shelf Prospectus") by means of a prospectus supplement without
requiring SEC approval (the "Proposed Action"), and USF shall permit
Anjou's counsel to participate in the final discussion with the Staff. If,
upon receipt of the Staff's answer, Anjou determines that the Staff's
response is favorable, and determines that the Proposed Action can be
conducted at no extra cost or burden to itself, USF shall take all action
necessary in order to enable Anjou to sell any remaining USF Shares
immediately after the expiration of the Option Period pursuant to an
effective Shelf Registration Statement with an Updated Shelf Prospectus at
no extra cost or burden to Anjou including, without limitation, by filing a
supplement with an Updated Shelf Prospectus, if required. If, upon receipt
of the Staff's answer, Anjou determines that the Staff's response is
unfavorable or that the Proposed Action cannot be undertaken at no extra
cost or burden to itself, USF shall take all action necessary in order to
put Anjou in no less favorable a position than it would have been had the
prospectuses under the Shelf Registration Statement and the Amended
Registration Statement not been combined under Rule 429 promulgated under
the Securities Act;
(iv) Notwithstanding anything to the contrary in Section 8 of the
Registration Agreement, all of the rights, responsibilities and obligations
of the parties pursuant to such Section 8 shall apply in full force and
effect with respect to the Amended Registration Statement, as well as the
Shelf Registration Statement;
(v) All of the rights, responsibilities and obligations of the
parties pursuant to the Registration Agreement with respect to the payment
of the Registration Expenses and the Selling Expenses (as each such term is
defined in the Registration Agreement) shall apply in full force and effect
with respect to the Amended Registration Statement, as well as the Shelf
Registration Statement;
(vi) The Share Disposition Agreement is hereby amended as follows:
(A) Section 1.03(a) provides, in part, the following: "...
Section 1.02 shall be effective only if the Seller sells at least 100,000
USF Shares on the NYSE and the resulting sale or sales occur only in
amounts not greater on any given day than 25% ..." To the extent that the
Option is exercised by the Underwriters for less than all of the USF
Shares, then the words "at least 100,000 USF Shares" shall be deemed to
read "the lesser of(i) 10,000 USF Shares or (ii) those USF Shares remaining
unsold at the expiration of the Option Period";
(B) Section 1.03(a) further provides, in part, the following:
"The Purchaser acknowledges and agrees that not all 100,000 USF Shares must
be sold ..." To the extent that the Option is exercised by the
Underwriters for less than all of the USF Shares, the word "100,000" shall
be deemed to read "of either the lesser of (i) 10,000 USF Shares or (ii)
those USF Shares remaining unsold at the expiration of the Option Period";
(C) Section 1.03(b) provides, in part, the following: "... the
Purchaser's obligations under Section 1.02 shall be effective only if the
Seller sells at least 100,000 USF Shares on the NYSE and the resulting sale
or sales occur only in amounts not greater on any given day than 25% ..."
To the extent that the Option is exercised by the Underwriters for less
than all of the USF Shares, then the words "at least 100,000 USF Shares"
shall be deemed to read "the lesser of (i) 10,000 USF Shares or (ii) those
USF Shares remaining unsold at the expiration of the Option Period";
(D) Section 1.03(b) further provides, in part, the following:
"The Purchaser acknowledges and agrees that not all 100,000 USF Shares must
be sold ..." To the extent that the Option is exercised by the
Underwriters for less than all of the USF Shares, the word "100,000" shall
be deemed to read "of either the lesser of (i) 10,000 USF Shares or (ii)
those USF Shares remaining unsold at the expiration of the Option Period";
and
(E) Section 1.03(c) provides, in part, the following: "... then
the Seller must give to the Purchaser prior written notice (the "Seller
Sale Notice") of its intention to sell not less than 100,000 USF Shares
..." To the extent that the Option is exercised by the Underwriters for
less than all of the USF Shares, then the words "not less than 100,000"
shall be deemed to read "the lesser of (i) 10,000 USF Shares or (ii) those
USF Shares remaining unsold at the expiration of the Option Period".
(vii) The Registration Agreement is hereby amended as follows:
(A) Section 2 provides, in part, the following: "... including,
without limitation, the restrictions contained in Section 12 hereof, ..."
Such words are hereby deleted;
(B) Section 12 is hereby deleted in its entirety; and
(C) Section numbers following Section 12 are hereby renumbered
appropriately to account for the deletion of Section 12.
(viii) This letter agreement shall not become effective unless and
until the Underwriting Agreement shall have been executed by the
Underwriters, USF, Anjou and Eastern, and the letter agreement shall be
effective on the date of execution of the Underwriting Agreement.
This letter agreement shall be governed by the laws of the State
of New York.
ANJOU INTERNATIONAL COMPANY
By /s/ C. Farman
_______________________________________
Title: Vice President and CFO
Accepted and Agreed
as of the date first
written above:
UNITED STATES FILTER CORPORATION
By /s/ Damian C. Georgino
__________________________________
Title: Vice President
