As filed with the Securities and Exchange Commission on
October 6, 1995
Registration No. 33-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
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 Standard (I.R.S. Employer
jurisdiction Industrial Identification No.)
of incorporation or Classification Code
organization) 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.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. /_/
<PAGE>
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. /_/
______________________________
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered registered share (1) price (1) fee
Common stock,
par value
$.01 per share 150,000 $23.3125 $3,496,875 $1,206
shares
(1) Estimated solely for the purpose of calculating the
registration fee; computed in accordance with Rule 457(c) on
the basis of the average of the high and low sales prices
for the Common Stock on October 4, 1995 as reported on
the New York Stock Exchange Composite Tape.
______________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
=================================================================
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 6, 1995
150,000 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(par value $.01 per share)
_____________________
This Prospectus provides for the offering of up to an
aggregate of 150,000 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
The First American Financial Corporation (the "Selling
Stockholder"), as the qualified intermediary (pursuant to a
transaction under Section 1031 of the Internal Revenue Code of
1986, as amended) for Cheryl Davis Helm, Trustee of the
Cheryl Davis Helm Trust established October 7, 1987, as amended,
in exchange for conveyance of title to an office building located
in Palm Desert, California to be used as the Company's corporate
headquarters, pursuant to the terms of a Real Estate Purchase
Agreement dated as of September 19, 1995 (the "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".
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 SEEL
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.
<PAGE>
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 October
5, 1995 was $23-1/8 per share.
_____________________
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.
_____________________
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 _____________________, 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.
1. The Company's Annual Report on Form 10-K for the year
ended March 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995;
3. 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,
<PAGE>
1995, September 7, 1995, September 18, 1995, October 2,
1995 and October 5, 1995; and
4. 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).
2
<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.
<PAGE>
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 internationally, they
also entail the risks associated with conducting business
internationally, including the risk of currency fluctuations and
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.
3
<PAGE>
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 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,
<PAGE>
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.
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.
4
<PAGE>
SELLING STOCKHOLDER
The 150,000 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 ______________, 1995
(the "Closing Date") pursuant to the Purchase Agreement in
exchange for conveyance of title to an office building located in
Palm Desert, California to be used as the Company's corporate
headquarters. The Shares constitute all of the shares of Common
Stock beneficially owned by the Selling Stockholder and
represented less than 1% of the shares of Common Stock
outstanding on October 3, 1995.
PLAN OF DISTRIBUTION
The Selling Stockholder has informed the Company that it
wishes to sell the Shares on an immediate basis, and the Company
and the Selling Stockholder have agreed that the Company will
arrange with one or more securities dealers for an orderly
disposition of the Shares within 20 days of the Closing Date.
However, there is no assurance that the Selling Stockholder will
sell any or all of the Shares.
The Company and the Selling Stockholder have entered into a
Share Disposition Agreement dated September 19, 1995 (the "Share
Disposition Agreement"). Under the Share Disposition Agreement,
the Company has guaranteed, subject to certain conditions
hereinafter described (the "Guarantee"), that the aggregate gross
proceeds (prior to deduction for brokers' commissions and fees)
from the sale of all of the Shares in bona fide third party
transactions during the six-month period following the Closing
Date will not be less than US$3.25 million (the "Guaranteed
Value"). The Guarantee is secured by a letter of credit in favor
of the Selling Stockholder in the amount of US$1 million. In the
event that the closing price per share of the Common Stock for 10
consecutive trading days during the aforesaid six-month period is
more than 10% above the closing price per share on the Closing
Date, and the Selling Stockholder has elected not to sell some or
any of the Shares at such time, the Guarantee will automatically
terminate.
The Share Disposition Agreement further provides that the
Guarantee will be effective as to Shares sold on the NYSE only
when sold as part of the execution of a sell order covering not
less than 50,000 Shares and in amounts on any given day not
greater than 25% of the average daily trading volume for the
Common Stock during the four calendar weeks immediately prior to
the sale ("Volume Limit"). In addition, as to Shares sold on the
NYSE through Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"), the Volume Limit will be adjusted for any stock split,
stock dividend, combination or similar recapitalization, and may
be increased on any day when, in DLJ's judgment, additional
<PAGE>
Shares may be sold without disrupting the market for the Common
Stock.
In the event that the Selling Stockholder wishes to sell
Shares other than on the NYSE at less than the Guaranteed Value,
the Guarantee will be effective only if the Selling Stockholder
complies with certain procedures set forth in the Share
Disposition Agreement, which require the giving of notice to the
Company and the sale of the identified Shares to a substitute
purchaser (which may be the Company) at a price higher than that
specified in such notice.
The Guarantee is not applicable to sales of Shares to any
affiliate of the Selling Stockholder, any disposition of Shares
for consideration other than cash or a promissory note or to any
transaction in violation of the Securities Act (unless such
violation is the result of actions by the Company).
Shares offered hereby may be sold from time to time by or
for the account of the Selling Stockholder directly to
purchasers in negotiated transactions; by or through
brokers or dealers 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 Selling Stockholders and/or the purchasers of Shares. The
proceeds to the Selling Stockholder from any sale of Shares will
be net of any such compensation, except as described below, and
of any
5
<PAGE>
expenses to be borne by the 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 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.
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. The Company has
agreed to reimburse the Selling Stockholder for the first $0.05
per Share of any underwriting discounts or selling fees or
commissions, for any such amounts exceeding $0.10 per Share and
in any event for all such amounts after the Selling Stockholder
has incurred discounts or paid fees or commissions of $7,500 in
the aggregate.
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
<PAGE>
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 financial statements of Arrowhead Industrial Water, Inc.
as of December 31, 1993 and 1994 and for each of the two years in
the period ended December 31, 1994 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 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 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.
6
<PAGE>
=================================== ===========================
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 relied upon as having been 150,000 SHARES
authorized. This Prospectus does
not constitute an offer to sell or
the solicitation of an offer to buy UNITED STATES FILTER
any securities other than the CORPORATION
securities to which it relates or
an offer to sell or the
solicitation of an offer to buy Common Stock
such securities in any
circumstances in which such offer
or solicitation is 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.
PROSPECTUS
_____________
________________
TABLE OF CONTENTS
Page
____
Available Information . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . 2
The Company . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . 4 ___________, 1995
Selling Stockholder . . . . . . . 5
Plan of Distribution . . . . . . 5
Validity of Common Stock . . . . 6
Independent Certified Public
Accountants . . . . . . . . . . 6
=================================== ===========================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Company in
connection with the distribution of the securities being
registered, other than underwriting discounts and commissions,
which will be borne in part by the Selling Stockholder as set
forth in the Prospectus included in this Registration Statement,
are as follows:
Securities and Exchange Commission Filing Fee $ 1,206
*Accounting Fees and Expenses 2,000
*Legal Fees and Expenses 5,000
*Printing Expenses 500
*Miscellaneous Expenses 1,294
-------
$ 10,000
-----------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation and the By-laws of the
Company provide for the indemnification of directors and officers
to the fullest extent permitted by the General Corporation Law of
the State of Delaware, the state of incorporation of the Company.
Section 145 of the General Corporation Law of the State of
Delaware authorizes indemnification when a person is made a party
or is threatened to be made a party to any proceeding by reason
of the fact that such person is or was a director, officer,
employee or agent of the corporation or is or was serving as a
director, officer, employee or agent of another enterprise, at
the request of the corporation, and if such person acted in good
faith and in a manner reasonably believed by him or her to be in,
or not opposed to, the best interests of the corporation. With
respect to any criminal proceeding, such person must have had no
reasonable cause to believe that his or her conduct was unlawful.
If it is determined that the conduct of such person meets these
standards, he or she may be indemnified for expenses incurred
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such proceeding.
If such a proceeding is brought by or in the right of the
corporation (i.e., a derivative suit), such person may be
indemnified against expenses actually and reasonably incurred if
he or she acted in good faith and in a manner reasonably believed
by him or her to be in, or not opposed to, the best interests of
the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to
the corporation; however, a court may, even in such case, allow
such indemnification to such person for such expenses as the
court deems proper.
Where such person is successful in any such proceeding, he
or she is entitled to be indemnified against expenses actually
and reasonably incurred by him or her. In all other cases,
indemnification is made by the corporation upon determination by
it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
The Company maintains an errors and omissions liability
policy for the benefit of its officers and directors, which may
cover certain liabilities of such individuals to the Company.
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed as part of
this registration statement:
Exhibit
Number Description
5.01 Opinion of Damian C. Georgino as to the legality of the
securities being registered
23.01 Consent of Damian C. Georgino (included in Exhibit 5.01)
23.02 Consents of KPMG Peat Marwick LLP
24.01 Powers of Attorney (included on signature page of this
registration statement)
99.01 Share Disposition Agreement dated as of September 19, 1995
between the registrant and Cheryl Davis Helm, Trustee of
The Cheryl Davis Helm Trust
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
<PAGE>
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Palm Desert, State of California, on October 6,
1995.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
_________________________
Richard J. Heckmann
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Kevin L. Spence
and Damian C. Georgino, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documentation in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Capacity Date
_________ ________ ____
Chairman of the October 6, 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 and October 6, 1995
_________________________ Chief Financial
Kevin L. Spence Officer (Principal
Financial and
Accounting Officer)
October 6, 1995
/s/Michael J. Reardon Executive Vice
_________________________ President and a
Michael J. Reardon Director
Senior Vice October 6, 1995
/s/Tim L. Traff President and a
_________________________ Director
Tim L. Traff
/s/James R. Bullock Director October 6, 1995
_________________________
James R. Bullock
/s/James E. Clark Director October 6, 1995
_________________________
James E. Clark
/s/John L. Diederich Director October 6, 1995
_________________________
John L. Diederich
/s/J. Atwood Ives Director October 6, 1995
_________________________
J. Atwood Ives
/s/Arthur B. Laffer Director October 6, 1995
_________________________
Arthur B. Laffer
/s/Alfred E. Osborne Director October 6, 1995
_________________________
Alfred E. Osborne
/s/C. Howard Wilkins, Jr. Director October 6, 1995
_________________________
C. Howard Wilkins, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit Sequential Page
Number Description Number
5.01 Opinion of Damian C. Georgino as
to the legality of the securities
being registered
23.01 Consent of Damian C. Georgino
(included in Exhibit 5.01)
23.02 Consents of KPMG Peat Marwick LLP
24.01 Powers of Attorney (included on
signature page of this
registration statement)
99.01 Share Disposition Agreement dated
as of September 19, 1995 between
the registrant and Cheryl Davis
Helm, Trustee of The Cheryl Davis
Helm Trust
Exhibit 5.01
October 6, 1995
United States Filter Corporation
73-710 Fred Waring Drive, Suite 222
Palm Desert, California 92260
Ladies and Gentlemen:
I am Vice President, Secretary and General Counsel to
United States Filter Corporation, a Delaware corporation (the
"Company"), and have acted as counsel to the Company in
connection with the Registration Statement on Form S-3 (the
"Registration Statement"), filed by the Company on October 6,
1995 with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, with respect to an aggregate
of up to 150,000 shares (the "Selling Stockholder's Shares") of
the Company's Common Stock, par value $.01 per share, issuable
pursuant to the Purchase Agreement, as defined in the Registration
Statement, that may be offered or sold from time to time by the
selling stockholder identified in the Registration Statement (the
"Selling Stockholder").
I am familiar with the Registration Statement and have
reviewed the Company's Certificate of Incorporation and By-laws,
each as amended and restated. I have also examined such other
public and corporate documents, certificates, instruments and
corporate records, and such questions of law, as I have deemed
necessary for purposes of expressing an opinion on the matters
hereinafter set forth. In all examinations of documents,
instruments and other papers, I have assumed the genuineness of
all signatures on original and certified documents and the
conformity to original and certified documents of all copies
submitted to me as conformed, photostatic or other copies.
On the basis of the foregoing, I am of the opinion that
the Selling Stockholder's Shares, when issued in accordance with
the Purchase Agreement, will be validly issued, fully paid and
non-assessable.
I consent to the filing of this opinion as Exhibit 5.01
to the Registration Statement and to the use of my name in the
Prospectus forming a part thereof under the caption "Validity of
Common Stock."
Yours truly,
/s/ Damian C. Georgino
Exhibit 23.02
ACCOUNTANTS' CONSENT
---------------------
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to incorporation by reference in the Registration
Statement 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
October 6, 1995
<PAGE>
ACCOUNTANTS' CONSENT
--------------------
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to incorporation by reference in the Registration
Statement 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
October 6, 1995
<PAGE>
ACCOUNTANTS' CONSENT
--------------------
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to incorporation by reference in the Registration
Statement 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
October 6, 1995
Exhibit 99.01
SHARE DISPOSITION AGREEMENT
This SHARE DISPOSITION AGREEMENT (this "Agreement") made and
entered into this 19th day of September, 1995, to be effective as
of the Close of Escrow by and CHERYL DAVIS HELM, TRUSTEE OF THE
CHERYL DAVIS HELM TRUST, established October 7, 1987, as amended
(the "Seller"), or Seller's nominee (as provided in Section 12 of
the Purchase Agreement) and UNITED STATES FILTER CORPORATION, a
Delaware corporation (the "Purchaser").
WITNESSETH:
WHEREAS, the Purchaser and the Seller entered into a Real
Estate Purchase Agreement dated as of September 19th, 1995 (the
"Purchase Agreement"), pursuant to which the Purchaser has agreed
to purchase from the Seller the Property, as defined in the
Purchase Agreement, in consideration for (a) US$50,000 in cash,
and (b) delivery to Seller on the Closing of the number of shares
of the Purchaser's Common Stock, par value $.01 per share
("Purchaser Shares") provided in Section 1.1(b) of the Purchase
Agreement.
WHEREAS, the Purchaser has agreed to file with the U.S.
Securities and Exchange Commission a registration statement (the
"Registration Statement") with respect to the Purchaser Shares on
the Interim Closing, as defined in Section 1.2(b) of the Purchase
Agreement.
WHEREAS, the parties desire to enter into this Agreement in
order to grant to the Seller certain rights with respect to the
Purchaser Shares, as set forth in Section 1.2(d) and (f) of the
Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements and covenants hereinafter set forth, the
Purchaser and the Seller hereby agree as follows:
SECTION 1.01. Definitions. As used in this Agreement, the
following capitalized terms shall have the following meanings:
"Affiliate" means a person or entity controlling, controlled
by or under common control with the Seller.
"Business Day" means any day that is not a Saturday, a
Sunday or other day on which banks are required or authorized by
law to be closed in the City of New York.
"Close of Escrow" shall be the date defined in Section 10.2
of the Purchase Agreement.
"Exchange Act" means the U.S. Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder, as in
effect from time to time.
"Guaranteed Value" means an aggregate of US$3.25 million in
gross proceeds (prior to deduction for broker fees and
commissions) from the disposition or sale by Seller of the
Purchaser Shares.
"Registration Effective Date" means the date that the
registration statement to be filed with the SEC under the
Purchase Agreement becomes effective or the Close of Escrow, if
later.
"SEC" means the U.S. Securities and Exchange Commission.
"Securities Act" means the U.S. Securities Act of 1933, as
amended, and the rules and regulations thereunder, as in effect
from time to time.
<PAGE>
"Stock Event" means any stock split, stock dividend,
combination or similar recapitalization of the Purchaser Shares
after the date hereof.
"Termination Date" means the date six (6) months after the
Close of Escrow.
"Purchaser Shares" means the number of shares of Purchaser
Common Stock delivered by the Purchaser to the Seller on the
Close of Escrow (and any additional securities issued with
respect to the Purchaser Shares by reason of any Stock Event) as
provided in Section 1.2(b) of the Purchase Agreement.
Unless the context otherwise requires: (i) "or" is not
exclusive; and (ii) words in the singular include the plural and
words in the plural include the singular.
SECTION 1.02. Guaranteed Value for Shares Sold. (a)
Purchaser hereby agrees that Seller will receive the Guaranteed
Value from the disposition or sale by Seller of the Purchaser
Shares. In the event that the aggregate gross proceeds (prior to
deduction from the gross proceeds of any brokerage fees and
commission) from the sale by the Seller of Purchaser Shares
effected after the close of Escrow and prior to the Termination
Date is less than the Guaranteed Value for such Purchaser Shares,
then the Purchaser shall, within three (3) Business Days
thereafter from receipt of Seller's written Notice of Deficiency,
pay to the Seller in immediately available funds a sum equal to
the amount of such deficiency.
(b) At any time between the Close of Escrow and prior
to the Termination Date, if (i) the closing price for Purchaser
Shares for ten (10) consecutive trading days (the "Specified
Trading Period") is more than 10% per share above the price per
share of such Purchaser Shares as of the date of the Close of
Escrow and delivery to Seller or Seller's nominee of the
Purchaser Shares and (ii) the Seller could have but has
voluntarily elected not to sell the Purchaser Shares still owned
by it as of this period, then the Purchaser's obligations under
Section 1.02(a) shall automatically terminate.
(c) The Notice of Deficiency shall be a writing from
Seller or Seller's nominee to Purchaser and shall contain the
following information: the gross selling price for all sales of
the Purchaser Shares and the trading date(s), information as to
the broker commissions or fees due by either the Purchaser or the
Seller pursuant to the terms of the Purchase Agreement, and a
calculation of the deficiency. Such information shall be
certified by the Seller, or Seller's nominee, to be accurate and
complete.
(d) In the event that the Purchaser shall not pay the
deficiency set forth in the Notice of Deficiency within the three
(3) Business Days specified in subsection (a) above, then the
Seller shall be entitled to pursue the remedies contained in
1.04 hereof.
SECTION 1.03. Disposition Procedures. Notwithstanding the
foregoing:
(a) If the Seller desires to sell any Purchaser Shares
on the NYSE using any broker other than Donaldson, Lufkin &
Jenrette ("DLJ"), then the Purchaser's obligations under Section
1.02 shall be effective only if the Seller sells at least 50,000
Purchaser Shares on the NYSE and the resulting sale or sales
occur only in amounts not greater on any given day than 25% of
the average daily trading volume for Purchaser Common Stock
during the four calendar weeks immediately prior to such sale or
sales. The Purchaser acknowledges and agrees that not all 50,000
Purchaser Shares must be sold on the same trading day in order to
comply with this clause (a), but rather such Purchaser Shares may
be sold over any number of trading days so long as all such
Purchaser Shares were placed in the hands of a broker at the same
time for orderly sale on the NYSE.
(b) If the Seller desires to sell any Purchaser Shares
on the NYSE using DLJ, then the Purchaser's obligations under
Section 1.02 shall be effective only if the Seller sells at least
$50,000 Purchaser Shares on the NYSE and the resulting sale or
sales occur only in amounts not greater on any given day than 25%
of the average daily trading volume for Purchaser Common Stock
during the subject to adjustment for any Stock Event four
calendar weeks immediately prior to such sale or sales; provided,
however, that if DLJ believes that a greater number of Purchaser
Shares may be sold on any given day without adversely affecting
the price of or
<PAGE>
otherwise disrupting the market for Purchase Common Stock, then
such greater number may be sold. The Purchaser acknowledges and
agrees that not all 50,000 Purchaser Shares must be sold on the
same trading day in order to comply with this clause (b), but
rather such Purchaser Shares may be sold over any number of
trading days so long as all such Purchaser Shares were placed in
the hands of DLJ at the same time for orderly sale on the NYSE.
(c) If the Seller desires to sell any of the Purchaser
Shares not on the NYSE at a price below the Guaranteed Value,
then the Seller must give to the Purchaser prior written notice
(the "Seller Sale Notice") of its intention to sell not less than
50,000 Purchaser Shares at a price and to the person or persons
specified in the Seller Sale Notice. If the Purchaser provides
to the Seller written notice (the "Purchaser Response Notice")
within one business day after receipt by the Purchaser of the
Seller Sale Notice identifying a proposed substitute purchaser or
purchasers (collectively, a "Substitute Purchaser") for all
Purchaser Shares proposed to be sold by the Seller in the Seller
Sale Notice at or above the price specified in the Seller Sale
Notice, then the Seller shall sell all such Purchaser Shares to
either such Substitute Purchaser or the Purchaser at or above the
price specified in the Seller Sale Notice prior to the fifth
(5th) Business Day after receipt by the Seller of the Purchaser
Response Notice. If neither such Substitute Purchaser nor the
Purchaser purchases such Purchaser Shares prior to such fifth
(5th) Business Day at or above the price specified in the Seller
Sales Notice, then the Seller may sell all such Purchaser shares
to the person or persons named in and at or above the price
specified in the Seller Sale Notice prior to the tenth (10th)
Business Day after receipt by the Seller of the Purchase Response
Notice. If the Seller does not sell all such Purchaser Shares to
such person or persons at or above such price prior to such tenth
(10th) Business Day, then prior to any sale by the Seller of such
Purchaser Shares (other than sales governed by clauses (a) or (b)
of this Section 1.03), a new Seller Sale Notice must first be
delivered to the Purchaser and the provisions of this clause (c)
must again be complied with in full. If the Seller sells such
Purchaser Shares to such Substitute Purchaser, the Purchaser or
to the person or persons named in and at the price specified in
the Seller Sales Notice, then the Purchaser's obligations under
Section 1.02 shall apply to such transaction or transactions.
(d) The Purchaser shall have no obligation under
Section 1.02 with respect to any sale of Purchaser Shares (i) to
any Affiliate of the Seller, (ii) in connection with any
transaction involving any consideration other than payment of
cash for the Purchaser Shares or a promissory note or notes
requiring payment of cash, (iii) in connection with any
transaction in violation of clauses (a), (b) or (c) of this
Section 1.03, or (iv) in connection with any transaction that is
in violation of the Securities Act, provided such violation is
not the result of actions by Purchaser.
SECTION 1.04. Letter of Credit and Remedies.
(a) Purchaser will deliver to Seller or its nominee,
to be effective as of the date of the Close of Escrow, a letter
of credit (the "Letter of Credit") drawn on The First National
Bank of Boston (the "Bank") in the amount of $1,000,000 with
instructions as provided on Exhibit "A" attached hereto, to
secure its payment obligations to Seller under Section 1.02(c) of
this Agreement. Seller agrees to pay all costs and expenses
charged by the Bank for the Letter of Credit. Seller will be
notified by Purchaser of the amount of these costs and expenses,
which are not anticipated to exceed $3,500, prior to issuance of
the Letter of Credit.
(b) Upon non-payment by the Purchaser hereunder, the
Seller or the Seller's nominee shall be entitled to proceed under
the Letter of Credit for the amount of the deficiency set forth
in the Notice of Deficiency up to the maximum amount of
$1,000,000.
(c) In the event the deficiency exceeds the sum of
$1,000,000, Seller or Seller's nominee shall be entitled, without
waiver of its right to proceed under the Letter of Credit, to
immediately commence legal action against Purchaser to secure
payment of the deficiency not satisfied by the letter of credit.
SECTION 1.05. Miscellaneous. (a) Notices. All notices,
requests, claims, demands and other communications hereunder
shall be in writing and shall be given or made (and shall be
deemed to have been duly given or made upon receipt) by delivery
in person, by courier service, by cable, by telecopy, by
telegram, by telex or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at
the following
<PAGE>
addresses (or at such other address for a party as shall be
specified in a notice given in accordance with this Section
1.05):
(i) if to Seller:
The Cheryl Davis Helm Trust
Cheryl Davis Helm, Trustee
c/o Michael Helm
Helm Investments
651 North Belardo Road
Palm Springs, California 92262
Facsimile Number: (619) 325-8041
with copy to:
Ralph E. Balfour, Esquire
Balfour MacDonald Talbot Mijuskovic & Olmsted
611 Anton Boulevard
Suite 720
Costa Mesa, California 92626
Facsimile Number: (714) 546-5008
(ii) if to the Purchaser:
United States Filter Corporation
73-710 Fred Waring Drive
Suite 222
Palm Desert, California 92260
Attention: Chief Executive Officer
and separately to the General Counsel
Telecopier: (619) 341-9368
(b) Successor and Assigns. This Agreement is solely
for the benefit of, and binding upon, the parties and their
respective successors. Nothing herein shall be construed to
provide any rights to any other entity or individual. Neither
this Agreement nor any of the rights or obligations hereunder may
be assigned by any party.
(c) Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
(d) Titles. The titles, captions or headings of the
Sections herein are for convenience of reference only and are not
intended to be a part of or to affect the meaning or
interpretation of this Agreement.
(e) Governing Law. This Agreement shall be construed,
interpreted and the rights of the parties determined in
accordance with the laws of the State of California (without
reference to the choice of law provisions of California law).
(f) Invalidity. In the event that any one or more of
the provisions contained in this Agreement shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect,
then to the maximum extent permitted by law, such invalidity,
illegality or unenforceability shall not affect any other
provision of this Agreement.
(g) Entire Agreement; Modifications and Waivers. This
Agreement constitutes the entire agreement between the parties
pertaining to the subject matter hereof and supersedes
agreements, understandings,
<PAGE>
negotiations and discussions, whether oral or written, of the
parties. No supplement, modification or waiver of this Agreement
shall be binding unless executed in writing by the party to be
bound thereby. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any
other provision hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver unless otherwise expressly
provided.
(h) Attorney Fee Provision. If either party files an
action or brings any proceeding against the other, the prevailing
party shall be entitled to recover reasonable attorneys' fees and
costs. The "prevailing party" shall be the party entitled to
recover the costs of suit, whether or not the suit proceeds to
final judgment.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first
written above.
UNITED STATES FILTER CORPORATION
By: /s/Richard J. Heckmann
______________________
Name: Richard J. Heckmann
Title: Chairman, CEO and President
THE CHERYL DAVIS HELM TRUST
By: /s/ Cheryl Davis Helm
_____________________
Name: Cheryl Davis Helm
Title: Trustee
