<PAGE>
As filed with the Securities and Exchange Commission on October 10, 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)
<TABLE>
<S> <C> <C>
Delaware 3589 33-0266015
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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. [ ]
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
<TABLE>
<CAPTION>
======================================================================================================================
Proposed maximum Proposed maximum
Title of each class of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value
$.01 per share.................. 2,965,829 shares $23.3125 $69,140,889 $23,842
======================================================================================================================
</TABLE>
(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>
+ + + + + + + + + + + + + + + + + + + + + + + + + + +
+ Information contained herein is subject to completion or amendment. A +
+ registration statement relating to these securities has been filed with +
+ the Securities and Exchange Commission. These securities may not be sold +
+ nor may offers to buy be accepted prior to the time the registration +
+ statement becomes effective. This Prospectus shall not constitute an +
+ offer to sell or the solicitation of an offer to buy nor shall there be +
+ any sale of these securities in any State in which such offer, +
+ solicitation or sale would be unlawful prior to registration or +
+ qualification under the securities laws of any such State. +
+ + + + + + + + + + + + + + + + + + + + + + + + + + +
SUBJECT TO COMPLETION, DATED OCTOBER 10, 1995
2,965,829 Shares
United States Filter Corporation
Common Stock
(par value $.01 per share)
---------------------
This Prospectus provides for the offering of up to an aggregate of
2,965,829 shares (the "Shares") of the Common Stock, par value $.01 per share
("Common Stock"), of United States Filter Corporation (the "Company"). Of the
Shares, 465,829 were acquired by certain wholly owned subsidiaries of Laidlaw,
Inc. ("Laidlaw") in privately negotiated transactions with third parties, and
2,500,000 were acquired by such subsidiaries upon exercise on September 18, 1995
of warrants issued by the Company as part of the consideration for the Company's
acquisition of Smogless S.p.A., a subsidiary of Laidlaw, on October 4, 1994.
Laidlaw and its wholly owned subsidiaries holding Shares are hereinafter
referred to together as the "Selling Stockholders".
The Shares may be offered or sold by or for the account of the Selling
Stockholders 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 Stockholders 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 Stockholders" and "Plan of
Distribution".
The Common Stock is listed on the New York Stock Exchange (the "NYSE") and
traded under the symbol "USF". The last reported sale price of the Common Stock
on the NYSE on October 9, 1995 was $22-5/8 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, 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>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information, including the Selected Consolidated Financial Data, appearing
elsewhere in this Prospectus. Except as otherwise specified, all information in
this Prospectus has been adjusted to reflect a 3-for-2 split of the Common Stock
effective December 5, 1994 and a 1-for-75 reverse split of the Common Stock
effective February 25, 1991.
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. See "The Company".
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.
The Selling Stockholders
The 2,965,829 Shares which may be offered pursuant to this Prospectus will
be offered by or for the account of the Selling Stockholders. The Shares
represented approximately 11.6% of the 25,509,909 shares of Common Stock
outstanding on October 3, 1995. The shares outstanding at such date do not
include 1,848,248 shares issuable upon exercise of stock options outstanding at
an average exercise price of $12.22 per share of Common Stock and 693,421
additional shares reserved for issuance upon exercise of options available for
grant under the Company's stock option plans, 1,320,000 shares issuable upon
conversion at the rate of 1.5 shares of Common Stock per share of convertible
preferred stock, 2,926,829 shares issuable upon conversion of convertible
debentures at a conversion price of $20.50 per share of Common Stock, and
5,090,909 shares issuable upon conversion of convertible notes at a conversion
price of $27.50 per share of Common Stock.
3
<PAGE>
RISK FACTORS
Prospective investors should carefully consider the following factors
relating to the business of the Company, together with the other information and
financial data included or incorporated by reference in this Prospectus, before
acquiring the Shares offered hereby.
Acquisition Strategy
In pursuit of its strategic objective of becoming the leading global
single-source provider of water treatment systems and services the Company has,
since 1991, acquired and successfully integrated more than 18 United States
based and international businesses with strong market positions and substantial
water treatment expertise. The Company's acquisition strategy entails the
potential risks inherent in assessing the value, strengths, weaknesses,
contingent or other liabilities and potential profitability of acquisition
candidates and in integrating the operations of acquired companies. Although the
Company generally has been successful in pursuing these acquisitions, there can
be no assurance that acquisition opportunities will continue to be available,
that the Company will have access to the capital required to finance potential
acquisitions, that the Company will continue to acquire businesses or that any
business acquired will be integrated successfully or prove profitable.
The Company has 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 Personnel
The Company's operations are dependent on the continued efforts of senior
management, in particular Richard J. Heckmann, its Chairman, President and Chief
Executive Officer. Should any of the senior managers be unable to continue in
their present roles, the Company's prospects could be adversely affected.
Profitability of Fixed Price Contracts
A significant portion of the Company's revenues are generated under fixed
price contracts. To the extent that original cost estimates are inaccurate,
costs to complete increase, delivery schedules are delayed or progress under a
contract is otherwise impeded, revenue recognition and profitability from a
particular contract may be adversely affected. The Company routinely records
upward or downward adjustments with respect to fixed price contracts due to
changes in estimates of costs to complete such contracts. There can be no
assurance that future downward adjustments will not be material.
Cyclicality of Capital Equipment Sales
The sale of capital equipment within the water treatment industry is
cyclical and influenced by various economic factors including interest rates and
general fluctuations of the business cycle. The Company's revenues from capital
equipment sales were approximately 60% of total revenues for the fiscal year
ended March 31, 1995 and 48% for the three months ended June 30, 1995. While the
Company sells capital equipment to customers in diverse industries and in global
markets, cyclicality of capital equipment sales and instability of general
economic conditions could have an adverse effect on the Company's revenues and
profitability.
4
<PAGE>
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 divisions or subsidiaries
of larger companies which 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.
5
<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 has grown internally and through the strategic acquisition and
successful integration of numerous United States based and international water
treatment companies. The Company's revenues have grown to $272.0 million for the
fiscal year ended March 31, 1995 from $42.6 million for the fiscal year ended
March 31, 1991, representing a compound annual growth rate of 58.9%. The Company
generated $91.5 million in revenues for the three months ended June 30, 1995 as
compared to $55.1 million for the comparable period of the prior fiscal year,
representing a growth rate of 66.2%. International revenues represented
approximately 43.9% of the Company's revenues for the three months ended June
30, 1995. See "Selected Consolidated Financial Data."
Industrial and commercial companies require purified water as a necessary
component of many products and industrial processes. In addition, many companies
and municipalities are finding it increasingly economical to recycle or reuse
their process water and wastewater. As a result, these users require
increasingly sophisticated solutions to their water purification and wastewater
treatment needs. The water treatment industry is highly fragmented, with
numerous regional participants who provide customers with a limited range of
water treatment solutions. The Company, through its wide range of products and
services, breadth of technologies and global network of local sales and service
facilities, differentiates itself from its competitors by being a leading
single-source provider of cost-effective water treatment systems and services.
The Company's customer base includes a broad range of major industrial and
commercial companies, such as Abbott Laboratories, Advanced Micro Devices,
Chevron Corp., Chrysler, Coca-Cola, Eli Lilly, The John Deere Company, The
Kellogg Company, Minnesota Mining and Manufacturing Company, Procter & Gamble,
Southern California Edison and U.S. Steel.
The Company has developed a strategy designed to achieve earnings growth
and expand its operations to become the leading global single-source provider of
water treatment systems and services. The Company's strategy is as follows:
. Provide single-source water treatment solutions to industrial,
commercial and municipal customers
. Offer the broadest range of proven, state-of-the-art treatment
technologies
. Expand the Company's higher-margin service-based revenues,
particularly through build, own and operate contracts
. Pursue acquisitions that provide strategic fit and contribute to
the Company's growth
. Achieve cost savings, synergies and economies of scale in the
Company's operations
Acquisitions and Joint Venture
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. These
6
<PAGE>
acquisitions have enabled the Company to enter into additional geographic areas
and industries and to expand its installed base, service network and range of
products and technologies. In addition, the Company's acquisitions have
generally provided cost savings through rationalization of operations and
economies of scale, including increased asset utilization and enhanced
purchasing power.
Since the end of its most recent fiscal year, as described briefly in the
following paragraphs, the Company acquired Polymetrics, Inc. on October 1, 1995
for $50 million in cash and approximately $8 million of the Company's Common
Stock, subject to adjustment; Interlake Water Systems on August 11, 1995 for $20
million in cash and $7 million of the Company's Common Stock, subject to
adjustment; formed Treated Water Outsourcing, a Nalco/U.S. Filter Joint Venture
with Nalco Chemical Company on June 9, 1995; acquired Arrowhead Industrial
Water, Inc. on May 4, 1995 for $80 million in cash, subject to adjustment; and
acquired The Permutit Group (as defined) on April 3, 1995 for approximately $9
million in cash.
Polymetrics, Inc. Polymetrics, Inc. ("Polymetrics") is a leader in the
design, manufacture, installation and service of water treatment systems for the
electronics, pharmaceutical, laboratory, power generation and cogeneration
industries. During its fiscal year ended December 31, 1994, Polymetrics
generated revenues of approximately $40.7 million, an 18.3% increase over the
approximately $34.4 million Polymetrics generated during its prior fiscal year.
Approximately 57% of Polymetrics' revenues were derived from services during its
fiscal year ended December 31, 1994. Polymetrics has seven sales and service
offices, which service approximately 4,000 customers. Polymetrics' locations in
California, Colorado, Oregon and Washington will increase the Company's presence
in the western United States. Polymetrics is also expected to enhance the
Company's customer base in the electronics industry and to complement the
Company's service business, including SDI.
Interlake Water Systems. Interlake Water Systems ("Interlake") is a leading
provider of water treatment services, including SDI, in Illinois and Michigan.
In addition, Interlake sells and services a broad range of standard and custom-
engineered water treatment systems and is the largest distributor of the
Company's Continental product line in the United States. Interlake generated
approximately $21.6 million of revenues during its fiscal year ended December
31, 1994, a 24% increase over the approximately $17.4 million of revenues
generated during its prior fiscal year. Approximately 69% of Interlake's
revenues were derived from services during its fiscal year ended December 31,
1994. Through its 12 sales and service offices and more than 3,200 customers,
Interlake will increase the Company's presence in the midwestern United States.
In particular, Interlake is expected to enhance the Company's customer base in
the automotive and pharmaceutical industries, while Interlake's SDI business is
expected to complement the Company's service business.
Treated Water Outsourcing, a Nalco/U.S. Filter Joint Venture. In
conjunction with its acquisition of Arrowhead Industrial Water, Inc.,
the Company has formed Treated Water Outsourcing, a Nalco/U.S. Filter Joint
Venture ("TWO"), to focus on the outsourcing of industrial and commercial
customers' water treatment needs. TWO, which is 50% owned by Nalco Chemical
Company ("Nalco") and 50% owned by the Company, was formed to finance, build,
own and operate water treatment systems at customer sites under long-term
contracts. Nalco, a leader in water chemistry, will supply the chemicals
necessary for TWO's water treatment systems, while the Company will supply the
capital equipment, design and service functions to meet TWO's customers' needs.
TWO will have access to Nalco's extensive sales force and customer base. Nalco
and the Company will provide advisory and administrative services in order to
assist TWO in bid and contract preparation and marketing. The Company believes
that the formation of TWO will enhance the Company's position as one of the
leading providers of outsourced water services in the world.
U.S. Filter/Arrowhead, Inc. Through its nine offices, U.S.
Filter/Arrowhead, Inc., formerly Arrowhead Industrial Water, Inc.
("Arrowhead"), is a leading supplier of owned and operated on-site industrial
water treatment systems, as well as a leading provider of mobile water treatment
services in North America. Arrowhead enhances the Company's ability to provide
customers with outsourced water purification systems and services, for which the
Company believes there is growing demand. In addition, Arrowhead enhances the
Company's technological and service capabilities, expands its service branch
network, increases its customer base and provides
7
<PAGE>
certain synergies, including the use of the Company's engineering and
manufacturing capabilities to design and build Arrowhead water treatment
equipment.
The Permutit Group. Through its ten offices, The Permutit Group, comprising
The Permutit Company Limited and The Permutit Company Pty Ltd., has a strong
position in the United Kingdom ("U.K."), Australian and New Zealand markets in
ion exchange and membrane technology. The Permutit Group also offers a range of
products, including pre-engineered water treatment systems for the
pharmaceutical, laboratory and chemical markets and other commercial customers.
The Company believes that The Permutit Group's comprehensive service and SDI
network complements the Company's already strong presence in western Europe and
enhances its presence in the Far East.
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.
PRICE RANGE OF COMMON STOCK
The Common Stock of the Company has been listed under the symbol "USF" on
the New York Stock Exchange since September 1, 1993 and was listed on the
American Stock Exchange from April 8, 1991 through August 31, 1993. The
following table sets forth for the quarters indicated the high and low composite
sales prices as reported by the American Stock Exchange and New York Stock
Exchange, as applicable.
<TABLE>
<CAPTION>
High Low
------ ------
<S> <C> <C>
Fiscal Year Ended March 31, 1994
1st Quarter............................. $16.83 $11.17
2nd Quarter............................. 16.50 11.92
3rd Quarter............................. 19.08 14.33
4th Quarter............................. 15.67 12.25
Fiscal Year Ended March 31, 1995
1st Quarter............................. $14.50 $12.17
2nd Quarter............................. 14.67 12.25
3rd Quarter............................. 15.08 13.33
4th Quarter............................. 16.87 15.00
Fiscal Year ended March 31, 1996
1st Quarter............................. $19.63 $14.87
2nd Quarter............................. 22.87 18.75
3rd Quarter (through October 9, 1995).. 23.25 22.63
</TABLE>
On October 9, 1995, the last reported sales price for the Common Stock
on the New York Stock Exchange was $22-5/8 per share.
DIVIDEND POLICY
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.
8
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company at June 30, 1995. The As Adjusted column gives effect to: (i) the
acquisitions of Polymetrics for approximately $58 million and Interlake for
approximately $27 million; (ii) the sale of the Company's 6% Convertible
Subordinated Notes due 2005 and the application of the net proceeds therefrom,
including the repurchase of all of the Company's outstanding Series B
Convertible Preferred Stock; and (iii) the exercise of certain warrants to
purchase Common Stock and the related delivery of $45 million of Subordinated
Notes due 2001. This table should be read in conjunction with and is qualified
by reference to the Company's Consolidated Financial Statements and related
Notes thereto incorporated by reference herein.
<TABLE>
<CAPTION>
As of June 30, 1995
-----------------------
Actual As Adjusted
--------- ------------
<S> <C> <C>
(in thousands)
Notes payable and current portion of long-term debt(1)......... $ 32,064 $ 1,950
======== ========
Long-term debt, excluding current portion...................... $ 9,165 $ 9,165
Subordinated Notes due 2001.................................... 45,000 ---
6% Convertible Subordinated Notes due 2005..................... --- 140,000
5% Convertible Subordinated Debentures due 2000................ 60,000 60,000
-------- --------
Total long-term debt, excluding current portion...... 114,165 209,165
Shareholders' equity:
Preferred Stock, par value $.10 per share; 3,000,000
shares authorized:
Series A Voting Cumulative Convertible Preferred
Stock, $25 liquidation preference; 880,000 shares
authorized and outstanding.............................. 22,071 22,071
Series B Voting Convertible Preferred Stock,
$27 liquidation preference; 250,000 shares
authorized and 139,518 shares outstanding; none
outstanding As Adjusted................................. 2,641 ---
Common Stock, par value $.01 per share; 75,000,000 shares
authorized; 22,221,739 issued and outstanding; 25,427,650
As Adjusted(2)............................................. 222 254
Additional paid-in capital..................................... 230,591 289,491
Currency translation adjustment................................ 947 947
Accumulated deficit............................................ (14,854) (14,854)
-------- --------
Total shareholders' equity........................... 241,618 297,909
-------- --------
Total capitalization................................. $355,783 $507,074
======== ========
</TABLE>
9
<PAGE>
__________________
(1) Includes $30,114,000 of notes payable and $1,950,000 of current portion
of long-term debt.
(2) The 22,221,739 issued and outstanding shares do not include 1,320,000
shares of Common Stock issuable upon conversion of Series A Voting
Cumulative Convertible Preferred Stock, 2,926,829 shares issuable upon
conversion of the 5% Convertible Subordinated Debentures due 2000, 5,090,909
shares issuable upon conversion of the 6% Subordinated Notes due 2005 and
1,897,849 shares issuable upon exercise of stock options either outstanding
or available for future grant under the Company's stock option plans. The
25,427,650 issued and outstanding shares, As Adjusted, includes 705,911
shares issued in connection with the Polymetrics and Interlake acquisitions
and the 2,500,000 shares issued upon exercise of the warrants issued with
the $45 million principal amount of Subordinated Notes due 2001.
10
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data as of and for the years ended
March 31, 1993, 1994 and 1995 are derived from the consolidated financial
statements of United States Filter Corporation and subsidiaries, which are
incorporated by reference in this Prospectus. The selected consolidated
financial data as of and for the years ended March 31, 1991 and 1992 are derived
from the individual audited consolidated financial statements of United States
Filter Corporation and subsidiaries and Liquipure Technologies, Inc. and
subsidiaries ("Liquipure"), which are not included or incorporated by reference
herein. The financial data as of and for the three months ended June 30, 1994
and 1995 are derived from unaudited consolidated financial statements, which, in
the opinion of the Company, reflect all adjustments (consisting principally of
normal, recurring accruals) necessary for the fair statement of the financial
position and results of operations for the periods presented and are not
necessarily indicative of the results for any other interim period or for the
full fiscal year. Historical consolidated financial data for the fiscal years
ended March 31, 1991 through March 31, 1994 and the three months ended June 30,
1994 have been restated to reflect the acquisition in July 1994 of Liquipure,
which acquisition has been accounted for as a pooling of interests. The data
presented below is qualified in its entirety by and should be read in
conjunction with the Company's Consolidated Financial Statements and Notes
thereto incorporated by reference herein and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
herein.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
FISCAL YEAR ENDED MARCH 31,(1) JUNE 30,(1)
---------------------------------------------- ------------------
1991 1992(2) 1993(3) 1994(4) 1995(5) 1994 1995(6)
------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
(in thousands, except per share data)
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Revenues................ $42,624 $62,840 $128,376 $180,421 $272,032 $ 55,063 $ 91,539
Cost of sales........... 29,780 48,259 93,896 132,811 193,432 39,842 63,665
------- ------- -------- -------- -------- -------- --------
Gross profit............ 12,844 14,581 34,480 47,610 78,600 15,221 27,874
Selling, general and
administrative
expenses............... 14,692 20,871 33,832 52,484 64,015 13,243 21,626
------- ------- -------- -------- -------- -------- --------
Operating income (loss). (1,848) (6,290) 648 (4,874) 14,585 1,978 6,248
Interest expense........ (763) (1,016) (1,327) (2,077) (5,384) (900) (2,435)
Other income (expense).. 287 770 639 1,174 1,787 526 726
Provision (benefit) for
income taxes........... 595 51 298 (3,236) 2,657 497 1,180
------- ------- -------- -------- -------- -------- --------
Income (loss) before
extraordinary items.... (2,919) (6,587) (338) (2,541) 8,331 1,107 3,359
Extraordinary items(7).. 411 -- 405 -- -- -- --
------- ------- -------- -------- -------- -------- --------
Net income (loss)(7).... $(2,508) $(6,587) $ 67 $ (2,541) $ 8,331 $ 1,107 $ 3,359
======= ======= ======== ======== ======== ======== ========
Weighted average number
of common shares
outstanding(8)......... 5,593 7,846 10,095 12,453 15,026 14,554 20,002
PER COMMON SHARE
DATA:(8)(9)
Income (loss) before
extraordinary items.... $ (0.52) $ (0.88) $ (0.16) $ (0.26) $ 0.51 $ 0.06 $ 0.16
Extraordinary items(7).. 0.07 -- 0.04 -- -- -- --
------- ------- -------- -------- -------- -------- --------
Net income (loss)....... $ (0.45) $ (0.88) $ (0.12) $ (0.26) $ 0.51 $ 0.06 $ 0.16
======= ======= ======== ======== ======== ======== ========
CONSOLIDATED BALANCE SHEET DATA
(END OF PERIOD):
Working capital......... $ 4,845 $11,455 $ 23,471 $ 66,018 $ 57,670 $ 60,987 $ 70,530
Total assets............ 26,168 89,501 121,178 253,185 378,728 250,475 512,773
Long-term debt,
including current
portion................ 7,773 10,002 5,012 4,913 10,825 4,915 11,115
Convertible subordinated
debt................... -- -- -- 60,000 105,000 60,000 105,000
Shareholders' equity.... 8,339 41,219 79,631 125,610 137,144 127,920 241,618
</TABLE>
11
<PAGE>
The historical consolidated financial data for the fiscal years ended March
31, 1991 through March 31, 1994 and for the three months ended June 30, 1994 has
been restated to include the accounts and operations of Liquipure, which was
merged with the Company in July 1994 and accounted for as a pooling of
interests. Separate results of operations of the combined entities for the years
ended March 31, 1991, 1992, 1993, 1994 and 1995 and the three months ended June
30, 1994 and 1995 are presented below.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
FISCAL YEAR ENDED MARCH 31,(1) JUNE 30,(1)
---------------------------------------------- ----------------
1991 1992(2) 1993(3) 1994(4) 1995(5) 1994 1995(6)
------- ------- -------- -------- -------- ------- -------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES:
Company (as previously
reported).............. $23,249 $41,238 $101,397 $147,870 $272,032 $47,857 $91,539
Liquipure............... 19,375 21,602 26,979 32,551 -- 7,206 --
------- ------- -------- -------- -------- ------- -------
Combined................ $42,624 $62,840 $128,376 $180,421 $272,032 $55,063 $91,539
======= ======= ======== ======== ======== ======= =======
GROSS PROFIT:
Company (as previously
reported).............. $ 7,213 $ 8,692 $ 27,166 $ 39,046 $ 78,600 $13,086 $27,874
Liquipure............... 5,631 5,889 7,314 8,564 -- 2,135 --
------- ------- -------- -------- -------- ------- -------
Combined................ $12,844 $14,581 $ 34,480 $ 47,610 $ 78,600 $15,221 $27,874
======= ======= ======== ======== ======== ======= =======
OPERATING INCOME (LOSS):
Company (as previously
reported).............. $ 1,416 $(4,165) $ 4,708 $ 2,089 $ 14,585 $ 2,179 $ 6,248
Liquipure............... (3,264) (2,125) (4,060) (6,963) -- (201) --
------- ------- -------- -------- -------- ------- -------
Combined................ $(1,848) $(6,290) $ 648 $ (4,874) $ 14,585 $ 1,978 $ 6,248
======= ======= ======== ======== ======== ======= =======
NET INCOME (LOSS):
Company (as previously
reported)(7)........... $ 899 $(3,964) $ 4,402 $ 4,986 $ 8,331 $ 1,414 $ 3,359
Liquipure............... (3,407) (2,623) (4,335) (7,527) -- (307) --
------- ------- -------- -------- -------- ------- -------
Combined................ $(2,508) $(6,587) $ 67 $ (2,541) $ 8,331 $ 1,107 $ 3,359
======= ======= ======== ======== ======== ======= =======
NET INCOME (LOSS) PER
COMMON SHARE:(7)(8)(9)
As previously reported.. $ 0.24 $ (0.71) $ 0.38 $ 0.41 $ 0.51 $ 0.10 $ 0.16
======= ======= ======== ======== ======== ======= =======
As restated............. $ (0.45) $ (0.88) $ (0.12) $ (0.26) $ 0.51 $ 0.06 $ 0.16
======= ======= ======== ======== ======== ======= =======
</TABLE>
- --------
(1) The historical consolidated financial data for the fiscal years ended
March 31, 1991 through March 31, 1994 and for the three months ended June
30, 1994 has been restated to include the accounts and operations of
Liquipure, which was merged with the Company in July 1994 and accounted
for as a pooling of interests.
(2) The fiscal year ended March 31, 1992 includes eight months of results of
Lancy Waste Management Systems (now U.S. Filter, Inc., Warrendale, PA),
acquired July 31, 1991, and three months of results of Alcoa Separations
Technology, Inc. ("ASTI"), acquired from Aluminum Company of America
("Alcoa") January 6, 1992. Each of these acquisitions was accounted for as
a purchase. Losses from ASTI (which had operated at a loss in each of the
prior three years) since its acquisition and the effect of the acquisition
on the Company's existing operations contributed significantly to the
Company's loss for the fiscal year ended March 31, 1992. As a result of
such losses incurred by ASTI and certain purchase accounting adjustments,
and pursuant to the terms of the ASTI acquisition agreement, an
acquisition note payable to Alcoa was reduced by $5,000,000. Such
reduction in the note was treated as a purchase price adjustment and as
such did not affect the Company's results of operations.
(3) The fiscal year ended March 31, 1993 includes twelve months of results of
Societe des Ceramiques Techniques S.A. ("SCT"), acquired April 1, 1992,
and three months of results of The Permutit Company, Inc., a United States
company acquired January 5, 1993. Both acquisitions were accounted for as
purchases.
(4) The fiscal year ended March 31, 1994 includes four months of results of
Ionpure Technologies Corporation and IP Holding Company ("Ionpure"),
acquired December 1, 1993 and accounted for as a purchase. Selling,
general and
12
<PAGE>
administrative expenses for the year ended March 31, 1994 reflect four
months of integration of Ionpure and certain charges totalling $2,359,000
related to the rationalization of certain wastewater operations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Twelve Months Ended March 31, 1994 Compared with Twelve Months
Ended March 31, 1993."
(5) The fiscal year ended March 31, 1995 includes the results of Smogless,
Crouzat, Sation, Seral and Ceraflo from the dates of their respective
acquisitions, accounted for as purchases and includes three months of
results of Liquipure prior to its merger into the Company, and nine months
of results of Liquipure after the merger. In addition, the net income
(loss) per common share for the fiscal year ended March 31, 1995 reflects
the issuance of 1,852,221 shares of Common Stock in conjunction with the
Liquipure merger.
(6) The three months ended June 30, 1995 includes two months of results of
Arrowhead, which was acquired on May 4, 1995, and three months of results
of The Permutit Group, which was acquired April 3, 1995.
(7) Includes extraordinary items of $411,000 for the fiscal year ended March
31, 1991, attributable to utilization of net operating loss carryforwards,
and an extraordinary gain of $405,000 for the fiscal year ended March 31,
1993 resulting from forgiveness of debt in connection with the buyout of a
capital lease obligation.
(8) Reflects a 3-for-2 split of the Common Stock effective December 5, 1994.
(9) Amounts are after (i) dividends on the Company's Series A Voting Cumulative
Convertible Preferred Stock ("Series A Preferred Stock") of $165,000 for
the fiscal year ended March 31, 1992, $660,000 for the fiscal year ended
March 31, 1993, $701,000 for the fiscal year ended March 31, 1994, $715,000
for the fiscal year ended March 31, 1995 and $179,000 for the three months
ended June 30, 1994 and 1995 and (ii) accretion on the Series A Preferred
Stock, a noncash accounting adjustment required by Securities and Exchange
Commission Staff Accounting Bulletin No. 68 ("SAB 68"), in the amounts of
$154,000 for the fiscal year ended March 31, 1992 and $617,000 for the
fiscal year ended March 31, 1993. As of April 1, 1993, the Company and the
holder of the Series A Preferred Stock agreed to a fixed dividend of
$715,000 per year on the Series A Preferred Stock, thus eliminating the
increasing rate and, therefore, the accretion of dividends pursuant to SAB
68.
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Selected
Consolidated Financial Data included elsewhere in this Prospectus.
General
The Company's objective is to achieve earnings growth and expand its
operations to become the leading global single-source provider of water
treatment systems and services. Accordingly, 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. Due to the magnitude of these acquisitions and the
Company's integration of the acquired operations with its existing businesses,
results of operations for prior periods are not necessarily comparable to or
indicative of results of operations for current or future periods.
Results of Operations
In July 1994, the Company merged with Liquipure in a transaction accounted
for as a pooling of interests. Accordingly, the historical consolidated
financial data for all periods presented has been restated to include the
accounts and operations of Liquipure.
The following table sets forth for the periods indicated certain items in
the Selected Consolidated Financial Data and the percentages of total revenues
such items represent.
<TABLE>
<CAPTION>
Three Months
Fiscal Year Ended Ended
March 31, June 30,
---------------------- --------------
1993 1994 1995 1994 1995
------ ------ ------ ------ ------
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues...................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of Sales................................. 73.1 73.6 71.1 72.4 69.5
Gross profit.................................. 26.9 26.4 28.9 27.6 30.5
Selling, general and administrative expenses.. 26.4 29.1 23.5 24.1 23.6
Operating income (loss)....................... 0.5 (2.7) 5.4 3.5 6.9
Interest expense.............................. 1.0 1.2 2.0 1.6 3.7
Income (loss) before extraordinary items...... (0.3) (1.4) 3.1 2.0 3.7
Net income (loss)............................. 0.1 (1.4) 3.1 2.0 3.7
</TABLE>
A percentage breakdown of the Company's revenues, as restated, by product
category for the periods indicated:
<TABLE>
<CAPTION>
Three
Months
Fiscal Year Ended March 31, Ended
------------------------------ June 30,
1992 1993 1994 1995 1995
------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C>
(unaudited)
Revenues by product category:
Capital equipment......................... 83% 58% 63% 60% 48%
Services and operations................... 4 7 19 19 27
Replacement parts, consumables and other.. 13 35 18 21 25
</TABLE>
14
<PAGE>
Three Months Ended June 30, 1995 Compared with Three Months Ended June 30, 1994
Revenues. Revenues for the three months ended June 30, 1995 were
$91,539,000, an increase of $36,476,000 from $55,063,000 for the comparable
period of the prior fiscal year. This increase was due primarily to acquisitions
completed by the Company after the first quarter ended June 30, 1994. Excluding
the effect of these acquisitions, Company revenues increased approximately
$8,900,000 or 16% from the corresponding period of the prior fiscal year.
Revenues from capital equipment sales for the three months ended June 30, 1995
represented 48% of total revenues, while revenues from services and operations
represented 27%, and revenues from replacement parts and consumables represented
25%.
Gross Profit. Gross profit increased 83.1% to $27,874,000 for the three
months ended June 30, 1995 from $15,221,000 for the comparable period of the
prior fiscal year. Total gross profit as a percentage of revenue ("gross
margin") increased to 30.5% for the three months ended June 30, 1995, compared
to 27.6% for the comparable period of the prior fiscal year. The increase in
gross margin through June 30, 1995 was due primarily to the shift in revenue mix
to recurring and higher-margin service-based revenues and, to a lesser extent,
to increased economies of scale in manufacturing operations.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $21,626,000 for the three months ended June
30, 1995 from $13,243,000 for the comparable period of the prior fiscal year.
This increase was primarily due to the addition of sales and administrative
personnel accompanying the Company's recent acquisitions. As a percentage of
revenues, selling, general and administrative expenses decreased to 23.6% during
the three months ended June 30, 1995, as compared to 24.1% for the comparable
period of the prior fiscal year. The decrease in the percentage of selling,
general and administrative expenses to revenues for the three months ended June
30, 1995 was due primarily to the benefits derived from economies of scale
resulting from growth in revenues, the continued implementation of cost controls
and elimination of certain redundancies.
Interest Expense. Interest expense increased to $2,435,000 for the three
months ended June 30, 1995 from $900,000 for the comparable period of the prior
fiscal year. Interest expense for the three months ended June 30, 1995 consists
primarily of interest on the Company's 5% Convertible Subordinated Debentures
due 2000 and Subordinated Notes due 2001, which bear interest at 6.5% per annum
through September 30, 1995 and 4.5% thereafter, and increased borrowings under
the Company's bank line of credit to finance its revenue expansion and recent
acquisitions. At June 30, 1995, the Company had cash and short-term investments
of $11,009,000.
Income Taxes. Income tax expense increased to $1,180,000 for the three
months ended June 30, 1995 from $497,000 for the comparable period of the prior
fiscal year. This increase was attributable to increased net income. The
Company's effective tax rate for the three months ended June 30, 1995 was 26%.
As of March 31, 1995, the Company had net operating loss carryforwards in France
of approximately $20,351,000 and in other European countries of approximately
$6,400,000 for which no financial statement benefit has been recognized. In
addition, the Company had net operating loss carryforwards generated from
Liquipure of approximately $13,500,000 for which no financial statement benefit
has been recognized. Future recognition of these carryforwards will be reflected
if the above operations generate sufficient earnings before the expiration
periods of the loss carryforwards. In addition, the benefit of the French loss
carryforwards must be shared equally between the Company and Alcoa until March
31, 1997, pursuant to an agreement between the Company and Alcoa related to the
Company's acquisition of SCT in 1992.
Net Income. Net income increased to $3,359,000 for the three months ended
June 30, 1995 from $1,107,000 for the comparable period of the prior fiscal
year. Net income per common share increased to $0.16 per share (based upon
20,002,000 weighted average common shares outstanding) for the three months
ended June 30, 1995 from $0.06 per common share (based upon 14,554,000 weighted
average common shares outstanding) for the comparable period of the prior fiscal
year, after deducting $179,000 for dividends on the Company's preferred shares
for each of the three-month periods ended June 30, 1995 and 1994.
15
<PAGE>
Twelve Months Ended March 31, 1995 ("fiscal 1995") Compared with Twelve
Months Ended March 31, 1994 ("fiscal 1994")
Revenues. Revenues for fiscal 1995 were $272,032,000, an increase of
$91,611,000 from $180,421,000 for fiscal 1994. Approximately 84% of this
increase was due to acquisitions completed by the Company in fiscal 1994 and
1995. Company revenues increased by approximately $15,000,000 (or 16%) excluding
the effect of these acquisitions. Fiscal 1995 revenues for capital equipment
were 60%, while revenues for services and operations totaled 19%, and
replacement parts and consumables totaled 21%. In accordance with the Company's
emphasis on increasing its service and operations revenue as well as replacement
parts and consumables revenue, sales by product category during fiscal 1995 for
these recent acquisitions were 25.8% for services and operations and 30.3% for
replacement parts and consumables.
Gross Profit. Gross profit increased 65.1% to $78,600,000 for fiscal 1995
from $47,610,000 for fiscal 1994. Total gross profit as a percentage of revenue
("gross margin") increased to 28.9% for fiscal 1995, compared to 26.4% for
fiscal 1994. This increase in gross margin for fiscal 1995 as compared to fiscal
1994 was due primarily to the Company's emphasis on and expansion of its higher
gross margin service operations and consumables business during the most recent
period.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $64,015,000 for fiscal 1995 from
$52,484,000 for fiscal 1994. Selling, general and administrative expenses as a
percentage of revenues decreased to 23.5% during fiscal 1995, compared to 29.1%
for fiscal 1994. The decrease in the percentage of selling, general and
administrative expenses of revenues for fiscal 1995 as compared to fiscal 1994
was due primarily to the Company's emphasis on cost reductions and
administrative efficiencies gained through economies of scale. In addition,
fiscal 1994 selling, general and administrative expenses include $3,738,000 of
charges related to the writeoff of certain intangibles in the Company's
Continental Penfield subsidiary.
Interest Expense. Interest expense increased to $5,384,000 for fiscal 1995
from $2,077,000 for fiscal 1994. Interest expense for fiscal 1995 consists
primarily of interest on the Company's 5% Convertible Subordinated Debentures
due 2000 and Subordinated Notes due 2001, which bear interest at 6.5% per annum
through September 30, 1995 and 4.5% thereafter, and borrowings under the
Company's bank line of credit.
Income Taxes. Income tax expense increased to $2,657,000 for fiscal 1995
from a benefit of $3,236,000 for fiscal 1994. This increase was attributable to
increased profits and the Company's partial recognition during fiscal 1994 of
the future income tax benefit related to federal net operating loss
carryforwards. As of March 31, 1995, the Company had net operating loss
carryforwards in France of approximately $20,351,000 and in other European
countries of approximately $6,400,000 for which no financial statement benefit
has been recognized. In addition, the Company had net operating loss
carryforwards generated from Liquipure of approximately $13,500,000 for which no
financial statement benefit has been recognized. Future recognition of these
carryforwards will be reflected if the above operations generate sufficient
earnings before the expiration periods of the loss carryforwards. In addition,
the benefit of the French loss carryforwards must be shared equally between the
Company and Alcoa until March 31, 1997.
Net Income. Net income increased to $8,331,000 for fiscal 1995 from a net
loss of $2,541,000 in fiscal 1994. Net income per common share increased to $.51
per share (with 15,026,000 weighted average common shares outstanding) for
fiscal 1995 from a net loss of $.26 per common share (with 12,453,000 weighted
average common shares outstanding) for fiscal 1994, after deducting $.06 and
$.05 per common share for dividends on the Company's preferred shares in fiscal
1994 and 1995, respectively.
16
<PAGE>
Twelve Months Ended March 31, 1994 ("fiscal 1994") Compared with Twelve
Months Ended March 31, 1993 ("fiscal 1993")
Revenues. Revenues for fiscal 1994 were $180,421,000, an increase of
$52,045,000 from $128,376,000 for fiscal 1993. Approximately $25,000,000 of this
increase during fiscal 1994 was the result of the Company's acquisition of
Ionpure in December 1993. Company revenues increased by approximately
$12,000,000 (or 13%), excluding the effect of acquisitions completed by the
Company in fiscal 1993 and 1994. The acquisition of Ionpure was accounted for as
a purchase, and therefore its results were included in the operations of the
Company for four months of fiscal 1994. Additionally, a significant portion of
the remaining increase in revenues over the prior year relates to strength in
the Company's high-purity water business.
Gross Profit. Gross profit increased 38.1% to $47,610,000 for fiscal 1994
from $34,480,000 for fiscal 1993. Gross margin remained substantially constant
during fiscal 1994 compared to fiscal 1993, decreasing to 26.4% in fiscal 1994
compared to 26.9% in the prior year.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $52,484,000 for fiscal 1994, an increase of
$18,652,000 from $33,832,000 for fiscal 1993. Selling, general and
administrative expenses as a percentage of revenues increased to 29.1% during
fiscal 1994 compared to 26.4% for fiscal 1993. Approximately $9,300,000 of this
increase reflects the addition of Ionpure's operations during fiscal 1994 and a
full year's operations of Permutit. Included in selling, general and
administrative expenses during fiscal 1994 were $3,738,000 of charges related to
the writeoff of the remaining net book value of certain intangibles in the
Company's Continental Penfield subsidiary, which management determined had no
future economic value. Additionally, included in selling, general and
administrative expenses during fiscal 1994 were $2,359,000 of charges related to
the Company's closure in February 1994 of its leased facility in Marlboro, New
Jersey, which was integrated into the wastewater operations facility owned by
the Company in Warrendale, Pennsylvania. The closure charges related primarily
to the accrual of lease and maintenance costs of the closed facility over the
remaining lease period, costs to transport certain equipment transferred to
other Company locations and the writeoff of leasehold improvements and equipment
that have no future economic value. The remaining increase is due primarily to
the increase in business activity in fiscal 1994 from the prior year.
Interest Expense. Interest expense increased to $2,077,000 for fiscal 1994
from $1,327,000 in fiscal 1993. This increase was attributable entirely to the
Company's issuance in October 1993 of $60,000,000 of 5% Convertible Subordinated
Debentures due 2000. The debentures bear interest at the annual rate of 5%.
Income Taxes. Income tax expense decreased $3,534,000 in fiscal 1994 from
fiscal 1993 as a result of an income tax benefit recorded in fiscal 1994 of
$3,236,000. Because of the Company's recent earnings history and anticipated
future earnings and in accordance with the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," the Company
recognized the future income tax benefit related to federal net operating loss
carryforwards. At March 31, 1994 the Company had available approximately
$21,000,000 of net operating loss carryforwards reported by SCT for French tax
purposes. The French tax net operating loss carryforwards may be used only to
offset future income generated by SCT, and until March 31, 1997, the benefit, if
any, of such carryforwards is to be shared equally between the Company and
Alcoa.
Net Income. The Company recorded a net loss of $2,541,000 for fiscal 1994
as compared to net income of $67,000 for fiscal 1993. Net loss per common share
increased to $.26 per share (with 12,453,000 weighted average common shares
outstanding) for fiscal 1994 from $.12 per share (with 10,095,000 weighted
average common shares outstanding) for fiscal 1993.
Liquidity and Capital Resources
The Company's principal sources of funds are cash and other working
capital, cash flow generated from operations and borrowings under the Company's
bank line of credit. In addition, on May 3, 1995, the Company
17
<PAGE>
realized net proceeds of $98,118,000 before offering expenses from the sale of
6,900,000 shares of Common Stock. At June 30, 1995 the Company had working
capital of $70,530,000, including cash and short-term investments of
$11,009,000. The Company's long-term debt at June 30, 1995 included $60,000,000
of 5% Convertible Subordinated Debentures due 2000, $45,000,000 of Subordinated
Notes due 2001 bearing interest at 6.5% per annum through September 30, 1995 and
4.5% thereafter, and notes payable totaling $11,115,000 and bearing interest at
rates ranging from 2.0% to 9.21%.
As of June 30, 1995, the Company had an available bank line of credit of
$45,000,000, of which there were outstanding borrowings of $30,114,000 and
outstanding letters of credit of $8,676,000. This line of credit was increased
to $50,000,000 on July 21, 1995. On August 10, 1995, the Company obtained a
$30,000,000 demand loan, $20,000,000 of which was used to finance the
acquisition of Interlake.
On September 18, 1995, the Company realized net proceeds of $136,325,000
before offering expenses from the sale of $140,000,000 principal amount of 6%
Convertible Subordinated Notes due 2005.
Net cash used in operating activities totaled $17,052,000 for the three
months ended June 30, 1995, which resulted primarily from an increase in
accounts receivable of $7,744,000, an increase in inventory of $4,286,000 and an
increase in costs and estimated earnings on uncompleted contracts of $10,968,000
during the period. Additionally, the Company reduced its accounts payable and
accrued liabilities by $3,930,000 during this same period.
As of March 31, 1995, the Company had net operating loss carryforwards
generated from SCT of approximately $20,351,000 for which no financial statement
benefit has been recognized. Approximately $4,044,000 of the net operating loss
carryforwards will expire in the fiscal years 1995 to 2000, while the remainder
have an indefinite carryforward period. The Company also has net operating loss
carryforwards in other European countries of approximately $6,400,000 for which
no financial statement benefit has been recognized. No benefit has been given to
these net operating loss carryforwards because of the limited carryforward
periods or the uncertain business conditions relating to the operations giving
rise to such carryforwards. Additionally, as of March 31, 1995, the Company had
net operating loss carryforwards generated from Liquipure of approximately
$13,500,000 for which no financial statement benefit had been recognized. These
net operating carryforwards will expire in the years 2004 to 2008. These net
operating loss carryforwards can be used only against future taxable income of
Liquipure and, accordingly, no benefit has been given to these net operating
loss carryforwards due to the uncertain business conditions relating to the
operations of Liquipure. Future recognition of these net operating loss
carryforwards will occur if the operations of SCT and Liquipure generate
sufficient earnings before the expiration of the respective net operating loss
carryforwards. In addition, in the case of SCT, until March 31, 1997, the
benefit, if any, of such carryforwards is to be shared equally between the
Company and Alcoa.
The Company also has available at March 31, 1995 other net operating loss
carryforwards for Federal income tax purposes of approximately $16,062,000,
which expire in 2002 and 2010.
The Company believes its current cash position, cash flow from operations
and available borrowings under the Company's line of credit will be adequate to
meet its anticipated cash needs for working capital, revenue growth, scheduled
debt repayment and capital investment objectives for the next 12 months.
18
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial data presents
pro forma combined balance sheet data at June 30, 1995, giving effect to the
acquisitions of Polymetrics and Interlake as if they had been consummated on
that date. Also presented is pro forma combined statement of operations
data for the fiscal year ended March 31, 1995 and the three months ended June
30, 1995, after giving effect to the acquisitions of Polymetrics, Interlake and
Arrowhead, which acquisitions were consummated on October 1, 1995, August 10,
1995 and May 1, 1995, respectively, as if they had been consummated as of the
beginning of the respective periods presented. The Company's fiscal year ends on
March 31 and Polymetrics', Interlake's and Arrowhead's fiscal years end on
December 31. Pro forma data for the year ended March 31, 1995 combines the
results of the Company for the year ended March 31, 1995 with the results of
Polymetrics, Interlake and Arrowhead for the year ended December 31, 1994, and
the pro forma data for the three months ended June 30, 1995 combines the results
of each of the Company, Polymetrics and Interlake for such three-month period
and includes the one-month period ended April 30, 1995 of Arrowhead, which
results are not included in the Company's historical results for such period.
The Company's historical results for the three months ended June 30, 1995
include the results of Arrowhead from the date of its acquisition by the
Company.
The pro forma data is based on the historical combined statements of the
Company, Polymetrics, Interlake, and Arrowhead giving effect to the acquisitions
under the purchase method of accounting. Under the purchase method of
accounting, assets acquired and liabilities assumed will be recorded at their
estimated fair value at the date of acquisition. The pro forma adjustments
reflected in the following unaudited pro forma combined financial data are
estimates and may differ from the actual adjustments when they become known.
The following unaudited pro forma combined financial data also gives effect
to the sale by the Company of $140 million in principal amount of 6% Convertible
Subordinated Notes due 2005, the repurchase by the Company of 139,518 shares of
Series B Convertible Preferred Stock for $4.7 million and the delivery of $45
million of Subordinated Notes due 2001 in connection with the exercise of
certain warrants to purchase 2,500,000 shares of Common Stock on
September 18, 1995. The pro forma combined balance sheet data at June 30, 1995
gives effect to the sale of the convertible subordinated notes, the repurchase
of Series B Convertible Preferred Stock and the exercise of certain warrants to
purchase Common Stock as if the transactions had been consummated on that date.
The pro forma combined statement of operations data for the fiscal year ended
March 31, 1995 and the three months ended June 30, 1995 give effect to these
transactions as of the beginning of the respective periods presented.
The following unaudited pro forma combined financial data does not reflect
certain cost savings that management believes may be realized following the
acquisitions. These savings are expected to be realized primarily through
rationalization of operations and implementation of strict cost controls and
standardized operating procedures. Additionally, the Company believes the
acquisitions will enable it to continue to achieve economies of scale, such as
enhanced purchasing power and increased asset utilization. No assurances can be
made as to the amount of cost savings, if any, that actually will be realized.
The pro forma data is provided for comparative purposes only. It does not
purport to be indicative of the results that actually would have occurred if the
acquisitions of Polymetrics, Interlake and Arrowhead had been consummated on the
dates indicated or that may be obtained in the future. The pro forma combined
financial data should be read in conjunction with the audited financial
statements of Polymetrics, Interlake and Arrowhead and the notes thereto
incorporated herein by reference and the audited consolidated financial
statements of the Company and the notes thereto also incorporated by reference
herein.
<TABLE>
<CAPTION>
For the Year For the Three
Ended Months Ended
March 31, June 30,
1995 1995
------------ -------------
(in thousands, except per share data)
<S> <C> <C>
Pro Forma Combined Statement of Operations Data:
Revenues $378,291 $115,736
Gross profit 113,863 34,335
Operating income 14,108 7,274
Interest expense 11,400 2,850
Net income $ 4,393 $ 4,061
======== ========
Net income per common share $ 0.20 $ 0.17
======== ========
<CAPTION>
June 30,
1995
------------
<S> <C>
Pro Forma Combined Balance Sheet Data:
Working capital $144,184
Total assets 647,533
Long-term debt, including current portion 11,115
Convertible subordinated debt 200,000
Shareholders' equity 297,909
</TABLE>
19
<PAGE>
SELLING STOCKHOLDERS
The 2,965,829 Shares which may be offered pursuant to this Prospectus will
be offered by or for the account of the Selling Stockholders. Of the Shares,
181,109 were beneficially owned by Laidlaw Investments (Barbados) Ltd.
("Investments") and 2,784,720 were beneficially owned by First Transportation
Indemnity Ltd. ("Transportation"), wholly owned subsidiaries of Laidlaw, at
October 3, 1995, representing 0.7% and 10.9%, respectively, of the shares of
Common Stock outstanding on such date. The Shares constitute all of the shares
of Common Stock beneficially owned by the Selling Stockholders.
The Company, Investments, Laidlaw International Investments (Luxembourg)
S.A. (a subsidiary of Laidlaw which then held Shares that were later transferred
to Transportation), Laidlaw, Marfit, S.p.A. (a former shareholder of Smogless
S.p.A., "Marfit"), and Ing. Gilberto Cominetta (a former shareholder of Smogless
S.p.A., "Cominetta") are parties to a Transfer, Registration and Other Rights
Agreement dated as of August 31, 1994 (the "Stockholder Agreement"). Under the
Stockholder Agreement, the Selling Stockholders, Marfit, Cominetta and any other
affiliates of Laidlaw (together the "Holders"), provided the Holders
collectively hold at least 375,000 shares of Common Stock acquired upon exercise
of the warrants issued by the Company in connection with the acquisition of
Smogless S.p.A. (the "Holder Shares"), and any transferee to which the Holders
have transferred at least 277,777 Holder Shares, will hold their Holder Shares
subject to the provisions of the Stockholder Agreement.
In the event the Company proposes to sell or issue any shares of its voting
capital stock, or rights to acquire voting stock (collectively, "Securities"),
the Stockholder Agreement provides that the Selling Stockholders and any
affiliates of Laidlaw who are Holders will each have the right to purchase, on
the same terms as those of the proposed sale, that number of shares or other
securities as will enable each of them to retain its percentage share of the
Company's voting power, assuming conversion of all securities convertible into
Common Stock. Such rights are not applicable in the case of Securities issuable
in the ordinary course under any employee or director stock benefit plan or in
connection with a merger or other acquisition.
Further under the Stockholder Agreement, if the Company proposes to sell or
issue Securities at a price less than the lower of (i) 15% below the current
market price or (ii) the prevailing customary and reasonable price for such
securities or for substantially equivalent securities, the Selling Stockholders
or any affiliates of Laidlaw who are Holders will have the right to purchase on
the same terms as the proposed sale or issuance such number of the offered
Securities as they shall specify. Such rights are subordinate to similar rights
of Alcoa with respect to the 880,000 shares of Series A Preferred Stock held by
that company.
Under the Stockholder Agreement, so long as the Selling Stockholders or
affiliates of Laidlaw who are Holders own securities representing at least 5% of
the total voting power of the Company, the Board of Directors of the Company is
required from time to time to nominate for election to the Board of Directors a
designee of Laidlaw, subject to the consent of a majority of the "Continuing
Directors" of the Company as defined in the Stockholder Agreement, which consent
will not be unreasonably withheld. Mr. James R. Bullock currently serves as the
designee of Laidlaw on the Company's Board of Directors for a term expiring in
1998.
For the period ending on the earlier of August 31, 2000 or six months after
any breach by the Company of any of its obligations with respect to Laidlaw's
representation on the Company's Board of Directors (the "Standstill Period"),
unless a majority of the Continuing Directors otherwise consent, the Selling
Stockholders and their affiliates have agreed under the Stockholder Agreement
that neither they nor their affiliates will acquire any voting securities of the
Company, if immediately after the acquisition, their aggregate percentage share
of the Company's voting power, assuming conversion of all shares of capital
stock convertible into Common Stock, would exceed 40%. Notwithstanding the
foregoing, the Selling Stockholders and their affiliates may acquire voting
securities of the Company without regard to amount if any person or group, other
than the Company or any of its affiliates or employee benefit plans or Laidlaw
or its affiliates, makes (x) a tender or exchange offer or other bona fide offer
to acquire voting securities of the Company which would result in such person or
group beneficially owning 20% or more of the voting power of the Company, or (y)
a formal proposal or offer for a merger, consolidation or other business
combination directly or indirectly involving control of the Company, or to
acquire
20
<PAGE>
directly or indirectly all or substantially all of the assets of the Company (a
"Business Combination Proposal") which business Combination Proposal is either
(A) not withdrawn or terminated or rejected by the Board of Directors of the
Company within 30 days after such Business Combination Proposal is made or (B)
accepted by the Board of Directors of the Company. This prohibition with respect
to acquisition of voting securities again becomes applicable upon withdrawal,
termination or rejection of such an offer or proposal, except to the extent
Laidlaw or its affiliates is legally obligated to complete an acquisition of
voting securities.
Also during the Standstill Period pursuant to the Stockholder Agreement,
the Selling Stockholders and their affiliates will take any required action to
vote all Holder Shares owned by them (i) for the Board of Directors' nominees
for election to the Board of Directors of the Company (provided that they may in
any event vote for their designees) and (ii) unless a majority of the Continuing
Directors otherwise consent, on all other matters in the same proportion as the
votes cast by other holders of voting securities, other than those that relate
to (x) any merger, consolidation or other business combination involving the
Company, any sale, lease, transfer or other disposition of all or substantially
all the assets of the Company, any recapitalization or similar transaction
involving the Company or any dissolution or complete or partial liquidation of
the Company or (y) the approval of any amendment to the Company's Certificate of
Incorporation or By-laws requiring stockholder approval.
The Stockholder Agreement further provides that during the Standstill
Period, neither the Selling Stockholders nor any of their affiliates will (i)
solicit proxies or become a "participant" in a "solicitation" in opposition to a
recommendation of the Board of Directors of the Company, (ii) join a
partnership, limited partnership syndicate or other group or otherwise act in
concert with any other person for the purpose of acquiring, holding, voting or
disposing of voting securities of the Company, or (iii) initiate, propose or
otherwise solicit stockholders for the approval of one or more stockholder
proposals.
Under the Stockholder Agreement, the Selling Stockholders and their
affiliates may not transfer the Holder Shares, without the consent of a majority
of the Continuing Directors, in one or more private offerings to any person or
group who would immediately thereafter, to the knowledge of the transferor or
its affiliates after reasonable inquiry, own or have the right to acquire
securities representing more than 5% of the total voting power of the Company,
other than a subsidiary or other affiliate of Laidlaw.
The Stockholder Agreement terminates at such time as the Holders hold less
than 375,000 Holder Shares in the aggregate, subject to adjustment for stock
splits, stock dividends, combinations or similar recapitalizations.
PLAN OF DISTRIBUTION
Shares offered hereby may be sold from time to time by or for the account
of the Selling Stockholders or their pledgees, donees or transferees or other
successors in interest, 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. Under the terms of the Stockholder Agreement, the Selling
Stockholders have agreed to use their best efforts to ensure a broad
distribution of the Shares in connection with any public distribution thereof.
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 Stockholders from any sale of Shares will be net of any
such compensation, and of any expenses to be borne by the Selling Stockholders.
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 Stockholders or otherwise. The Company may agree to indemnify
any such brokers, dealers, underwriters, or agents against certain civil
21
<PAGE>
liabilities, including liabilities under the Securities Act. The Company
and the Selling Stockholders are obligated to indemnify each other against
certain civil liabilities arising under the Securities Act.
The Selling Stockholders and any brokers, dealers, underwriters or agents
that participate with the Selling Stockholders 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 Stockholders 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 Stockholders with a copy of these rules. The
Company also has advised the Selling Stockholders of the requirement for
delivery of a prospectus in connection with any sale of the Shares.
Any Shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that the Selling
Stockholders will sell any or all of the Shares. The Selling Stockholders may
transfer, devise or gift such Shares by other means not described herein.
The Company will pay all of the expenses, including, but not limited to,
fees and expenses of compliance with states securities or "blue sky" laws,
incident to the registration of the Shares, other than underwriting discounts
and selling commissions and fees and expenses, if any, of counsel or other
advisors retained by the Selling Stockholders.
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 H\\2\\O 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.
22
<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
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy 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.
_____________
TABLE OF CONTENTS
Page
----
Available Information.................................................. 2
Incorporation of Certain Documents by Reference........................ 2
Prospectus Summary..................................................... 3
Risk Factors........................................................... 4
The Company............................................................ 6
Use of Proceeds........................................................ 8
Price Range of Common Stock............................................ 8
Dividend Policy........................................................ 8
Capitalization......................................................... 9
Selected Consolidated Financial Data................................... 11
Management's Discussion and Analysis of
Financial Condition and Results of Operations....................... 14
Unaudited Pro Forma Combined Financial Information..................... 19
Selling Stockholders................................................... 20
Plan of Distribution................................................... 21
Validity of Common Stock............................................... 22
Independent Certified Public Accountants............................... 22
===============================================================================
===============================================================================
2,965,829 Shares
UNITED STATES FILTER CORPORATION
Common Stock
--------------------------------
PROSPECTUS
--------------------------------
, 1995
-----------
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses, other than underwriting discounts and commissions,
to be paid in connection with the distribution of the securities being
registered, all of which will be paid by the Company, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Filing Fee............... $23,842
*Accounting Fees and Expenses............................... 3,000
*Legal Fees and Expenses.................................... 10,000
*Printing Expenses.......................................... 2,500
*Miscellaneous Expenses..................................... 2,658
-------
Total $42,000
</TABLE>
_______________________
*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.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The following exhibits are filed as part of this
registration statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------------------------------------------------------------
<S> <C>
4.01 Transfer, Registration and Other Rights Agreement dated as of
August 31, 1994 among United States Filter Corporation, Laidlaw
International Investments (Luxembourg) S.A., Laidlaw Investments
(Barbados) Ltd., Marfit, S.p.A., Laidlaw, Inc. and Ing. Gilberto
Cominetta*
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)
</TABLE>
- -----------
*Previously filed as Exhibit 2.5 to the Company's Current Report on Form
8-K dated October 4, 1994.
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.
II-2
<PAGE>
(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 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-3
<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.
<TABLE>
<CAPTION>
Signature Capacity Date
- ------------------------- ---------------------------------- ----------------
<S> <C> <C>
/s/ Richard J. Heckmann Chairman of the Board, President October 6, 1995
- ------------------------- and Chief Executive Officer
Richard J. Heckmann (Principal Executive Officer) and
a Director
/s/ Kevin L. Spence Vice President and Chief October 6, 1995
- ------------------------- Financial Officer (Principal
Kevin L. Spence Financial and Accounting Officer)
/s/ Michael J. Reardon Executive Vice President and a October 6, 1995
- ------------------------- Director
Michael J. Reardon
/s/ Tim L. Traff Senior Vice President and a October 6, 1995
- ------------------------- 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
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Capacity Date
- ------------------------- ---------------------------------- ----------------
<S> <C> <C>
/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.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Sequential Page
Number Number
- ------- --------------------------------------------------------------- ----------------
<C> <S> <C>
4.01 Transfer, Registration and Other Rights Agreement between
dated as of August 31, 1994 among United States Filter
Corporation, Laidlaw International Investments (Luxembourg)
S.A., Laidlaw Investments (Barbados) Ltd., Marfit, S.p.A.,
Ladlaw, Inc. and Ing. Gilberto Cominetta*
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)
</TABLE>
- ------------
*Previously filed as Exhibit 2.5 to the Company's Current Report on Form
8-K dated October 4, 1994.
<PAGE>
Exhibit 5.01
October 10, 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 10, 1995 with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, with respect to an aggregate of up to 2,965,829 shares (the "Selling
Stockholders' Shares") of the Company's Common Stock, par value $.01 per share,
that may be offered or sold from time to time by the selling stockholders
identified in the Registration Statement (the "Selling Stockholders").
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
Stockholders' Shares have been validly issued and are fully paid and
non-assessable.
<PAGE>
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
<PAGE>
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 10, 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 10, 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 10, 1995
