As filed with the Securities and Exchange Commission
on November , 1995
Registration No. 33-63251
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
AMENDMENT NO. 1 TO
FORM S-4
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 of Industrial Identification No.)
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 securities being registered on this Form are being offered
in connection with the formation of a holding company and there
is compliance with General Instruction G, check the following
box. /_/
<PAGE>
------------------------------
CALCULATION OF REGISTRATION FEE
Title of each Amount to Proposed Proposed
class of be maximum maximum Amount of
securities registered offering aggregate registration
to be price offering fee(2)
registered per price(1)
share(1)
Common stock,
par value $23.3125 $17,484,375 $ 6,030
$.01 per
share . . 750,000
shares
Common stock,
par value $23.25 $29,062,500 $10,022
$.01 per
share . . 1,250,000
shares
Totals . . . . 2,000,000 $46,546,875 $16,052
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 with respect to 750,000 shares and on
October 30, 1995 with respect to 1,250,000 shares as reported on the
New York Stock Exchange Composite Tape.
(2) A registration fee of $6,030 was paid in connection with the filing
of this registration statement initially covering 750,000 shares.
------------------------------
<PAGE>
2,000,000 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
------------------------------
This Prospectus relates to 2,000,000 shares (the "Shares") of the
Common Stock, par value $.01 per share ("Common Stock"), of United States
Filter Corporation (the "Company") which may be offered and issued by the
Company from time to time in connection with the acquisition by the Company
directly, or indirectly through subsidiaries, of various businesses or assets,
or interests therein. The Shares may be issued in mergers or consolidations,
in exchange for shares of capital stock, partnership interests or other
assets representing an interest, direct or indirect, in other companies or
other entities, or in exchange for tangible or intangible assets, including
assets constituting all or substantially all of the assets and businesses of
such entities. Shares may also be reserved for issuance pursuant to, or
offered, issued and sold upon exercise or conversion of, warrants, options,
convertible debt obligations or equity securities or other similar instruments
issued by the Company from time to time in connection with any such acquisition.
In certain instances, the Company may guaranty that some or all of the
aggregate net proceeds from the sale of Shares during a limited period
following their issuance will not be less than the valuation used for purposes
of their issuance, and may make up any shortfall (including any shortfall
attributable to brokers' commissions and selling expenses) by issuing
additional Shares under this Prospectus or in cash.
It is expected that the terms of acquisitions involving the issuance of
Shares will be determined by direct negotiations with the owners or
controlling persons of the businesses or assets to be acquired, and that
the Shares so issued will be valued at prices based on or related to market
prices for the Common Stock on the New York Stock Exchange, Inc. (the
"NYSE") at or about the time the terms of an acquisition are agreed upon or
at or about the time of delivery of such Shares, or based on average market
prices for periods ending at or about such times. No underwriting
discounts or commissions will be paid, although brokers' or finders' fees
may be paid from time to time with respect to specific acquisitions; under
some circumstances, the Company may issue Shares in full or partial payment
of such fees. Any person receiving any such fees may be deemed to be an
underwriter within the meaning of the Securities Act of 1933, as amended
(the "Securities Act").
With the consent of the Company, this Prospectus may also be used by
persons ("Selling Stockholders") who have received or will receive Shares
in connection with acquisitions and who may wish to sell such Shares under
circumstances requiring or making desirable its use. See "Resales of
Shares."
The Shares will, prior to their issuance, be listed on the NYSE
subject to official notice of issuance. The Common Stock is traded under the
symbol "USF". The last reported sale price of the Common Stock on the NYSE on
October 31, 1995 was $23.25 per share.
<PAGE>
------------------------------
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 November 2, 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-4 (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, 1995, August 30, 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 spefically 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 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.
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
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
3
<PAGE>
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 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.
4
<PAGE>
RESALES OF SHARES
With the consent of the Company, this Prospectus may be used by
Selling Stockholders who have received or will receive Shares in connection
with acquisitions and who may wish to sell such Shares under circumstances
requiring or making desirable its use. The Company may consent to the use
of this Prospectus by Selling Stockholders for a limited period of time and
subject to limitations and conditions which may be varied by agreement
between the Company and one or more Selling Stockholders. Agreements with
Selling Stockholders permitting use of this Prospectus may provide that an
offering of Shares be effected in an orderly manner through securities
dealers, acting as broker or dealer, selected by the Company; that Selling
Stockholders enter into custody agreements with one or more banks with
respect to such shares; and that sales be made only by one or more of the
methods described in this Prospectus, as appropriately supplemented or
amended when required. The Company will not receive any of the proceeds
from any sale of Shares offered hereby by a Selling Stockholder.
Shares may be sold by Selling Stockholders hereunder on one or more
exchanges or otherwise; 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 a 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. 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.
Selling Stockholders and any brokers, dealers, underwriters or agents
that participate with a 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 may agree to indemnify Selling Stockholders and/or any
such brokers, dealers, underwriters or agents against certain civil
liabilities, including liabilities under the Securities Act, and to
reimburse them for certain expenses in connection with the offering and
sale of Shares.
Selling Stockholders may also offer shares of Common Stock issued in
past and future acquisitions by means of prospectuses under other available
registration statements or pursuant to exemptions from the registration
requirements of the Securities Act, including sales which meet the
requirements of Rule 144, Rule 144A or Rule 145(d) under the Securities
Act.
DESCRIPTION OF CAPITAL STOCK
General. As of October 3, 1995, the Company was authorized to
issue 75,000,000 shares of Common Stock, par value $.01 per share, of which
25,509,909 shares were issued and outstanding, and 3,000,000 shares of
preferred stock, par value $.10 per share, of which 880,000 shares have
been designated Series A Voting Cumulative Convertible Preferred Stock
("Series A Preferred Stock"), all of which were issued and outstanding, and
of which 64,815 have been designated Series B Voting Convertible Preferred
Stock, of which none were issued and outstanding. Of the unissued shares
of Common Stock, 1,320,000 shares were reserved for issuance upon
conversion of the Series A Preferred Stock, 2,926,829 shares were reserved
for issuance upon conversion of the Company's 5% Convertible Subordinated
Debentures due 2000, 5,090,909 shares were reserved for issuance upon
conversion of the Company's 6% Convertible Subordinated Notes due 2005, an
aggregate of 2,214,669 shares were
5
<PAGE>
reserved for issuance pursuant to the Company's 1991 Employee Stock Option
Plan, and 327,000 shares were reserved for issuance pursuant to the
Company's 1991 Directors Stock Option Plan.
Common Stock. The holders of Common Stock are entitled to one vote
for each share held of record by them on all matters to be voted on by
stockholders. There is no cumulative voting with respect to the election
of directors; thus, the holders of shares having more than 50% of the
Company's voting power (including both common and voting preferred shares)
voting for the election of directors can elect all of the directors. The
holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of funds legally available therefor,
subject to the prior rights of preferred stockholders. In the event of
liquidation, dissolution or winding up of the Company's affairs, the
holders of Common Stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities
and after provision has been made for each class of stock, including any
preferred stock, that has preference over the Common Stock. Except as
described below under "Stock Purchase Rights", holders of shares of Common
Stock, as such, have no conversion, preemptive or other subscription
rights, and there are no redemption or sinking fund provisions applicable
to the Common Stock. All of the outstanding shares of Common Stock are,
and the Shares when issued will be, validly issued, fully paid and
nonassessable.
The Company currently intends to retain earnings to provide funds for
the operation and expansion of its business and accordingly does not
anticipate paying cash dividends on the Common Stock in the foreseeable
future. Any payment of cash dividends on the Common Stock in the future
will depend upon the Company's financial condition, earnings, capital
requirements and such other factors as the Board of Directors deems
relevant. Dividends on the Common Stock are subject to the prior payment
of dividends on the Series A Preferred Stock. In addition, under the
Company's credit agreement with The First National Bank of Boston and First
Interstate Bank of California, no dividends may be paid on the Common Stock
without the consent of those banks.
Preferred Stock. Shares of preferred stock may be issued without
stockholder approval. The Board of Directors is authorized to issue such
shares in one or more series and to fix the rights, preferences,
privileges, qualifications, limitations and restrictions thereof, including
dividend rights and rates, conversion rights, voting rights, terms of
redemption, redemption prices, liquidation preferences and the number of
shares constituting any series or the designation of such series, without
any vote or action by the stockholders. The Company has no current plans
for the issuance of any additional shares of preferred stock. Any
preferred stock to be issued could rank prior to the Common Stock with
respect to dividend rights and rights of liquidation. The Board of
Directors, without stockholder approval, may issue preferred stock with
voting and conversion rights that could adversely affect the voting power
of holders of Common Stock or create impediments to persons seeking to gain
control of the Company.
Series A Preferred Stock. Each share of Series A Preferred Stock is
currently convertible into 1.5 shares of Common Stock subject to certain
events, and votes together with the Common Stock on an "as converted"
basis, except with respect to certain actions for which the Series A
Preferred Stock is entitled to vote as a class. The Series A Preferred
Stock automatically converts into Common Stock if the closing price of the
Common Stock is at least 150% of an amount equal to $25.00 divided by the
number of shares into which each share is convertible at that time. A
cumulative dividend is payable on the Series A Preferred Stock at the rate
of $.812 per share annually, subject to adjustment under certain
circumstances. The Series A Preferred Stock has a preference in
liquidation over holders of Common Stock of $25.00 per share plus accrued
dividends. The Company, at its option, may redeem shares of Series A
Preferred Stock, subject to certain conditions, at a price of $30.00 per
share (and, under certain circumstances, at a price of $25.00 per share)
plus accrued dividends. Reacquired or redeemed shares are required to be
retired and cancelled.
Stock Purchase Rights. Eastern Associated Securities Corporation
(collectively with its affiliates, including Eastern Enterprises,
"Eastern"), which currently holds 3,041,092 shares of Common Stock, Laidlaw
Inc. and its affiliates ("Laidlaw"), which currently hold 2,965,829 shares
of Common Stock, and Aluminum Company of America, which currently holds
880,000 shares of Series A Preferred Stock, have certain rights to purchase
voting securities of the Company in order to maintain their respective
percentage voting interests. Except in connection with mergers or other
acquisitions or in the ordinary course under an employee stock option or
stock bonus plan,
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<PAGE>
in the event the Company proposes to sell or issue shares of voting
securities, each of these holders has the right to purchase, on the same
terms as the proposed sale or issuance, that number of shares or rights as
will maintain such holder's percentage interest in the voting securities of
the Company, assuming the conversion of all convertible securities and the
exercise of all options and warrants then outstanding. In addition, these
holders have other purchase rights with respect to sales or issuances of
securities by the Company at prices below 85% of current market price at
the time of sale or issuance or the prevailing customary price for such
securities or their equivalent.
Certain Voting Arrangements. Pursuant to the agreements whereby
the Company acquired Ionpure Technologies Corporation and IP Holding
Company ("Ionpure") from Eastern Enterprises in 1993, the Company agreed,
so long as Eastern owns at least 5% of the Company's voting securities, to
nominate J. Atwood Ives (or his successor at Eastern) for election to the
Board and, so long as Eastern owns at least 10% of the Company's voting
securities, Eastern has the right to designate a second member of the
Board. The Company also agreed that Mr. Ives (or his successor) will be a
member of the Audit Committee of the Board and that, upon request and with
the consent of the Board, Mr. Ives will also be appointed to the
Compensation Committee or any other committee of the Board, other than the
Nominating Committee. Pursuant to the agreements whereby the Company
acquired Smogless S.p.A. ("Smogless") in September 1994, the Company
agreed, so long as Laidlaw owns at least 5% of the Company's voting
securities, to nominate a person designated by Laidlaw for election to the
Board. In addition, Eastern and Laidlaw agreed to vote all shares owned by
them for the Board's nominees for election to the Board, and on all other
matters in the same proportion as the votes cast by other holders of voting
securities, other than those that relate to any business combination or
similar transaction involving the Company or any amendment to the Company's
Certificate of Incorporation or Bylaws.
Eastern and Laidlaw have also agreed not to (i) solicit proxies
in opposition to a recommendation of the Board, (ii) join a group for the
purpose of acquiring, voting or disposing of voting securities of the
Company or (iii) solicit stockholders for the approval of one or more
stockholder proposals.
Eastern and Laidlaw have each separately agreed not to acquire voting
securities of the Company during the six-year period following the date of
the Ionpure acquisition in the case of Eastern or the Smogless acquisition
in the case of Laidlaw if, after the acquisition, its percentage share of
the Company's voting power would exceed 22.2% in the case of Eastern or 40%
in the case of Laidlaw on the date of consummation of the Ionpure or the
Smogless acquisition, as the case may be, except under certain circumstances,
including if any person makes (a) an offer to acquire voting securities of the
Company that would result in such person owning 20% or more of the voting power
of the Company or (b) a formal proposal for a business combination involving
control of the Company, which proposal is either (i) not withdrawn or
terminated or rejected by the Board within 30 days after such proposal is
made, or (ii) accepted by the Board.
Certain Charter and Bylaw Provisions. The Company's Certificate
of Incorporation (the "Certificate") places certain restrictions on the voting
rights of a "Related Person," defined therein as any person who directly or
indirectly owns 5% or more of the outstanding voting stock of the Company. The
founders and the original directors of the Company are excluded from the
definition of "Related Persons," as are seven named individuals including
Richard J. Heckmann, the Chairman of the Board, President and Chief Executive
Officer of the Company. These voting restrictions apply in two situations.
First, the vote of a director who is also a Related Person is not counted in
the vote of the Board of Directors to call a meeting of stockholders where
that meeting will consider a proposal made by the Related Person director.
Second, any amendments to the Certificate that relate to specified Articles
therein (those dealing with corporate governance, limitation of director
liability or amendments to the Certificate), in addition to being approved
by the Board of Directors and a majority of the Company's outstanding
voting stock, must also be approved by either (i) a majority of directors
who are not Related Persons, or (ii) the holders of at least 80% of the
Company's outstanding voting stock, provided that if the change was
proposed by or on behalf of a Related Person, then approval by the holders
of a majority of the outstanding voting stock not held by Related Persons
is also required. In addition, any amendment to the Company's Bylaws must
be approved by one of the methods specified in clauses (i) and (ii) in the
preceding sentence.
The Certificate and the Company's Bylaws provide that the Board of
Directors shall fix the number of directors and that the Board shall be
divided into three classes, each consisting of one-third of the total
number of directors (or as nearly as may be possible). Stockholders may
not take action by written consent. Meetings of
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stockholders may be called only by the Board of Directors (or by a majority
of its members). Stockholder proposals, including director nominations,
may be considered at a meeting only if written notice of that proposal is
delivered to the Company from 30 to 60 days in advance of the meeting, or
within ten days after notice of the meeting is first given to stockholders.
Delaware Anti-Takeover Law. Section 203 of the Delaware General
Corporation Law ("Section 203") provides, in general, that a stockholder
acquiring more than 15% of the outstanding voting shares of a corporation
subject to the statute (an "Interested Stockholder"), but less than 85% of
such shares, may not engage in certain "Business Combinations" with the
corporation for a period of three years subsequent to the date on which the
stockholder became an Interested Stockholder unless (i) prior to such date
the corporation's board of directors has approved either the Business
Combination or the transaction in which the stockholder became an
Interested Stockholder or (ii) the Business Combination is approved by the
corporation's board of directors and authorized by a vote of at least
two-thirds of the outstanding voting stock of the corporation not owned by
the Interested Stockholder.
Section 203 defines the term "Business Combination" to encompass a
wide variety of transactions with or caused by an Interested Stockholder in
which the Interested Stockholder receives or could receive a benefit on
other than a pro rata basis with other stockholders, including mergers,
certain asset sales, certain issuances of additional shares to the
Interested Stockholder, transactions with the corporation that increase the
proportionate interest of the Interested Stockholder or transactions in
which the Interested Stockholder receives certain other benefits.
These provisions could have the effect of delaying, deferring or
preventing a change of control of the Company. The Company's stockholders,
by adopting an amendment to the Certificate or Bylaws of the Company, may
elect not to be governed by Section 203, effective twelve months after
adoption. Neither the Certificate nor the Bylaws of the Company currently
excludes the Company from the restrictions imposed by Section 203.
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 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.
8
<PAGE>
No person has been authorized
to give any information or to make
any representations other than
those contained in this Prospectus, 2,000,000 Shares
and, if given or made, such
information or representations must
not be relied upon as having been UNITED STATES FILTER CORPORATION
authorized. This Prospectus does
not constitute an offer to sell or
the solicitation of an offer to buy Common Stock
any securities other than the
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 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 November 2, 1995
Resales of Shares . . . . . . . . 5
Description of Capital Stock . . 5
Validity of Common Stock . . . . 8
Independent Certified Public
Accountants . . . . . . . . . . . 8
<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 October 31, 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
--------- -------- ----
/s/ Richard J. Heckmann Chairman of the October 31, 1995
- ------------------------- Board, President
Richard J. Heckmann and Chief Executive
Officer (Principal
Executive Officer)
and a Director
/s/ Kevin L. Spence Vice President and October 31, 1995
- ------------------------- Chief Financial
Kevin L. Spence Officer (Principal
Financial and
Accounting Officer)
* Executive Vice October 31, 1995
- ------------------------- President and a
Michael J. Reardon Director
* Senior Vice October 31, 1995
- ------------------------- President and a
Tim L. Traff Director
* Director October 31, 1995
- -------------------------
James R. Bullock
* Director October 31, 1995
- -------------------------
James E. Clark<PAGE>
Signature Capacity Date
--------- -------- ----
* Director October 31, 1995
- -------------------------
John L. Diederich
Director October 31, 1995
*
- -------------------------
J. Atwood Ives
* Director October 31, 1995
- -------------------------
Arthur B. Laffer
* Director October 31, 1995
- -------------------------
Alfred E. Osborne
* Director October 31, 1995
- -------------------------
C. Howard Wilkins, Jr.
*By: /s/ Damian C. Georgino
-----------------------
Damian C. Georgino
Attorney-In-Fact
