<PAGE>
As filed with the Securities and Exchange Commission on
November 8, 1995
Registration No. 33-63257
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________
UNITED STATES FILTER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3589 33-0266015
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification No.)
of incorporation or Classification Code
organization) Number)
73-710 FRED WARING DRIVE, SUITE 222
PALM DESERT, CALIFORNIA 92260
(619) 340-0098
(Address, including zip code, and telephone number, including
area code, of
registrant's principal executive offices)
______________________________
DAMIAN C. GEORGINO
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
UNITED STATES FILTER CORPORATION
73-710 FRED WARING DRIVE, SUITE 222
PALM DESERT, CALIFORNIA 92260
(619) 340-0098
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________________
Copy to:
JANICE C. HARTMAN
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222
(412) 355-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after this registration statement becomes
effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. /_/
<PAGE>
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. /X/
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. /_/
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, please check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. /_/
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. /_/
<PAGE>
150,000 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(par value $.01 per share)
_____________________
This Prospectus provides for the offering of up to an
aggregate of 150,000 shares (the "Shares") of the Common Stock,
par value $.01 per share ("Common Stock"), of United States
Filter Corporation (the "Company"). The Shares were acquired by
The First American Financial Corporation (the "Selling
Stockholder"), as the qualified intermediary (pursuant to a
transaction under Section 1031 of the Internal Revenue Code of
1986, as amended) for Cheryl Davis Helm, Trustee of the
Cheryl Davis Helm Trust established October 7, 1987, as amended,
in exchange for conveyance of title to an office building located
in Palm Desert, California to be used as the Company's corporate
headquarters, pursuant to the terms of a Real Estate Purchase
Agreement dated as of September 19, 1995 (the "Purchase Agreement").
The Shares may be offered or sold by or for the account of
the Selling Stockholder from time to time or at one time, at
prices and on terms to be determined at the time of sale, to
purchasers directly or by or through brokers, dealers,
underwriters or agents who may receive compensation in the form
of discounts, commissions or concessions. The Selling
Stockholder and any brokers, dealers, underwriters or agents that
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any discounts, concessions
and commissions received by any such broker, dealer, underwriter
or agent may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company will not receive
any of the proceeds from any sale of the Shares offered hereby.
See "Use of Proceeds", "Selling Stockholder" and "Plan of
Distribution".
<PAGE>
The Common Stock is listed on the New York Stock Exchange
(the "NYSE") and traded under the symbol "USF". The last
reported sale price of the Common Stock on the NYSE on November
7, 1995 was $21-7/8 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 November __, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files periodic reports, proxy
solicitation materials and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, proxy
solicitation materials and other information can be inspected and
copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices
located at Seven World Trade Center, Suite 1300, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Common
Stock is listed on the NYSE. Such reports, proxy solicitation
materials and other information can also be inspected and copied
at the NYSE at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act with respect to the offering made hereby. This
Prospectus does not contain all of the information set forth in
the Registration Statement, certain portions of which are omitted
in accordance with the rules and regulations of the Commission.
Such additional information may be obtained from the Commission's
principal office in Washington, D.C. as set forth above. For
further information, reference is hereby made to the Registration
Statement, including the exhibits filed as a part thereof or
otherwise incorporated herein. Statements made in this
Prospectus as to the contents of any documents referred to are
not necessarily complete, and in each instance reference is made
to such exhibit for a more complete description and each such
statement is modified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission (File No. 1-10728) pursuant to the Exchange Act are
incorporated herein by reference.
1. The Company's Annual Report on Form 10-K for the year
ended March 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995;
3. The Company's Current Reports on Form 8-K dated April
3, 1995 (two such Current Reports), May 3, 1995, May 4,
1995, as amended on Form 8-K/A dated October 6, 1995,
June 12, 1995, June 27, 1995, July 13, 1995, August 11,
<PAGE>
1995, August 30, 1995, September 7, 1995,
September 18, 1995, October 2, 1995, October 5,
1995, November 1, 1995 and November 2, 1995; and
4. Description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, as the
same may be amended.
All reports and other documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering made by this Prospectus shall be
deemed to be incorporated by reference herein. Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated
by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or
oral request of such person, a copy of any or all of the
documents that are incorporated herein by reference, other than
exhibits to such information (unless such exhibits are
specifically incorporated by reference into such documents).
Requests should be directed to the General Counsel of the Company
at 73-710 Fred Waring Drive, Suite 222, Palm Desert, California
92260 (telephone (619) 340-0098).
2
<PAGE>
THE COMPANY
The Company is a leading global provider of industrial and
commercial water treatment systems and services, with an
installed base of more than 90,000 systems in the United States,
Europe, Latin America and the Far East. The Company offers a
single-source solution to its industrial, commercial and
municipal customers through what the Company believes to be the
industry's broadest range of cost-effective water treatment
systems, services and proven technologies. The Company
capitalizes on its substantial installed base to sell additional
systems and utilizes its global network of 124 sales and service
facilities, including 12 manufacturing plants, to provide
customers with ongoing service and maintenance. In addition, the
Company is a leading international provider of service
deionization ("SDI") and outsourced water services, including
operation of water purification and wastewater treatment systems
at customer sites.
The Company's principal executive offices are located at 73-
710 Fred Waring Drive, Suite 222, Palm Desert, California 92260,
and its telephone number is (619) 340-0098. References herein to
the Company refer to United States Filter Corporation and its
subsidiaries, unless the context requires otherwise.
RISK FACTORS
Prospective investors should carefully consider the
following factors relating to the business of the Company,
together with the other information and financial data included
or incorporated by reference in this Prospectus, before acquiring
the Shares offered hereby.
ACQUISITION STRATEGY
In pursuit of its strategic objective of becoming the
leading global single-source provider of water treatment systems
and services the Company has, since 1991, acquired and
successfully integrated more than 18 United States based and
international businesses with strong market positions and
substantial water treatment expertise. The Company's acquisition
strategy entails the potential risks inherent in assessing the
value, strengths, weaknesses, contingent or other liabilities and
potential profitability of acquisition candidates and in
integrating the operations of acquired companies. Although the
Company generally has been successful in pursuing these
acquisitions, there can be no assurance that acquisition
opportunities will continue to be available, that the Company
will have access to the capital required to finance potential
acquisitions, that the Company will continue to acquire
businesses or that any business acquired will be integrated
successfully or prove profitable. The Company has no current
plans regarding any material acquisitions.
<PAGE>
INTERNATIONAL TRANSACTIONS
The Company has made and expects it will continue to make
acquisitions and to obtain contracts in Europe, Latin America,
the Far East and other areas outside the United States. While
these activities may provide important opportunities for the
Company to offer its products and services internationally, they
also entail the risks associated with conducting business
internationally, including the risk of currency fluctuations,
slower payment of invoices and possible social, political
and economic instability.
RELIANCE ON KEY PERSONNEL
The Company's operations are dependent on the continued
efforts of senior management, in particular Richard J. Heckmann,
its Chairman, Chief Executive Officer and President. Should any
of the senior managers be unable to continue in their present
roles, the Company's prospects could be adversely affected.
PROFITABILITY OF FIXED PRICE CONTRACTS
A significant portion of the Company's revenues are
generated under fixed price contracts. To the extent that
original cost estimates are inaccurate, costs to complete
increase, delivery schedules are delayed or progress under a
contract is otherwise impeded, revenue recognition and
profitability from a particular contract may be adversely
affected. The Company routinely records upward or downward
adjustments with respect to fixed price contracts due to changes
in estimates of costs to complete such contracts. There can be
no assurance that future downward adjustments will not be
material.
3
<PAGE>
CYCLICALITY OF CAPITAL EQUIPMENT SALES
The sale of capital equipment within the water treatment
industry is cyclical and influenced by various economic factors
including interest rates and general fluctuations of the business
cycle. The Company's revenues from capital equipment sales were
approximately 60% of total revenues for the fiscal year ended
March 31, 1995 and 48% for the three months ended June 30, 1995.
While the Company sells capital equipment to customers in diverse
industries and in global markets, cyclicality of capital
equipment sales and instability of general economic conditions
could have an adverse effect on the Company's revenues and
profitability.
POTENTIAL ENVIRONMENTAL RISKS
The Company's business and products may be significantly
influenced by the constantly changing body of environmental laws
and regulations, which require that certain environmental
standards be met and impose liability for the failure to comply
with such standards. While the Company endeavors at each of its
facilities to assure compliance with environmental laws and
regulations, there can be no assurance that the Company's
operations or activities, or historical operations by others at
the Company's locations, will not result in civil or criminal
enforcement actions or private actions that could have a
materially adverse effect on the Company. In particular, the
Company's activities as owner and operator of a hazardous waste
treatment and recovery facility are subject to stringent laws and
regulations and compliance reviews. Failure of this facility to
comply with those regulations could result in substantial fines
and the suspension or revocation of the facility's hazardous
waste permit. In addition, to some extent, the liabilities and
risks imposed by such environmental laws on the Company's
customers may adversely impact demand for certain of the
Company's products or services or impose greater liabilities and
risks on the Company, which could also have an adverse effect on
the Company's competitive or financial position.
COMPETITION
The water purification and wastewater treatment industry is
fragmented and highly competitive. The Company competes with
many United States based and international companies in its
global markets. The principal methods of competition in the
markets in which the Company competes are technology, service,
price, product specifications, customized design, product
knowledge and reputation, ability to obtain sufficient
performance bonds, timely delivery, the relative ease of system
operation and maintenance, and the prompt availability of
replacement parts. In the municipal contract bid process,
pricing and ability to meet bid specifications are the primary
considerations. While no competitor is considered dominant,
<PAGE>
there are competitors that are larger and have significantly
greater resources than the Company, which, among other things,
could be a competitive disadvantage to the Company in securing
certain projects.
TECHNOLOGICAL AND REGULATORY CHANGE
The water purification and wastewater treatment business is
characterized by changing technology, competitively imposed
process standards and regulatory requirements, each of which
influences the demand for the Company's products and services.
Changes in regulatory or industrial requirements may render
certain of the Company's purification and treatment products and
processes obsolete. Acceptance of new products may also be
affected by the adoption of new government regulations requiring
stricter standards. The Company's ability to anticipate changes
in technology and regulatory standards and to successfully
develop and introduce new and enhanced products on a timely basis
will be a significant factor in the Company's ability to grow and
to remain competitive. There can be no assurance that the
Company will be able to achieve the technological advances that
may be necessary for it to remain competitive or that certain of
its products will not become obsolete. In addition, the Company
is subject to the risks generally associated with new product
introductions and applications, including lack of market
acceptance, delays in development or failure of products to
operate properly.
SHARES ELIGIBLE FOR FUTURE SALE
The market price of the Company's Common Stock could
be adversely affected by the availability for sale of shares
held on November 1, 1995 by current securities holders of the
Company, including (i) up to 2,965,829 shares which may be
delivered by Laidlaw Inc. or its affiliates ("Laidlaw"), at
Laidlaw's option in lieu of cash, at maturity pursuant to the
terms of Exchangeable Notes due 2000 of Laidlaw (the
"Exchangeable Notes") (the amount of shares or cash delivered
or paid to be dependent within certain limits upon the value of
the Company's Common Stock at maturity), which Exchangeable
Notes are being offered to the public by Laidlaw, (ii)
3,041,092 shares which are being offered to the public by a
subsidiary of Eastern Enterprises (the "Eastern Shares")
concurrently with, but not as a condition to the offering of
the Exchangeable Notes, (iii) 2,926,829 shares issuable upon
conversion of convertible debentures of the Company at a
conversion price of $20.50 per share of Common Stock and
5,090,909 shares issuable upon conversion of convertible notes
of the Company at a conversion price of $27.50 per share of
Common Stock that are currently registered for sale under the
Securities Act pursuant to two shelf registration statements,
(iv) 2,203,729 outstanding shares that are covered by three
shelf registration statements filed under the Securities Act,
including 371,229 shares owned by Anjou International Company
which are subject to an over-allotment option granted to the
underwriters of the Eastern Shares, (v) 1,320,000 shares
issuable upon conversion of shares of preferred stock of the
Company, which are subject to an agreement pursuant to which
the holder has certain rights to request the Company to
register the sale of such holder's Common Stock under the
Securities Act and, subject to certain conditions, to include
certain percentages of such shares in other registration
statements filed by the Company ("Registration Rights"), and
(vi) 334,626 outstanding shares subject to Registration
Rights. In addition, the Company has registered for sale under
the Securities Act 2,000,000 shares which may be issuable by the
Company from time to time in connection with acquisitions of
businesses or assets from third parties.
USE OF PROCEEDS
The Selling Stockholder will receive all of the net proceeds
from any sale of the Shares offered hereby, and none of such
proceeds will be available for use by the Company or otherwise
for the Company's benefit.
4
<PAGE>
SELLING STOCKHOLDER
The 150,000 Shares which may be offered pursuant to this
Prospectus will be offered by or for the account of the Selling
Stockholder, which acquired the Shares pursuant to the Purchase
Agreement in exchange for conveyance of title to an office building
located in Palm Desert, California to be used as the Company's
corporate headquarters. The Shares constitute all of the shares of
Common Stock beneficially owned by the Selling Stockholder and
represented less than 1% of the shares of Common Stock
outstanding on October 3, 1995.
PLAN OF DISTRIBUTION
The Selling Stockholder has informed the Company that it
wishes to sell the Shares on an immediate basis, and the Company
and the Selling Stockholder have agreed that the Company will
arrange with one or more securities dealers for an orderly
disposition of the Shares within 20 days of the date of their
issuance ("the Closing Date"). However, there is no assurance
that the Selling Stockholder will sell any or all of the Shares.
The Company and the Selling Stockholder have entered into a
Share Disposition Agreement dated September 19, 1995 (the "Share
Disposition Agreement"). Under the Share Disposition Agreement,
the Company has guaranteed, subject to certain conditions
hereinafter described (the "Guarantee"), that the aggregate gross
proceeds (prior to deduction for brokers' commissions and fees)
from the sale of all of the Shares in bona fide third party
transactions during the six-month period following the Closing
Date will not be less than US$3.25 million (the "Guaranteed
Value"). The Guarantee is secured by a letter of credit in favor
of the Selling Stockholder in the amount of US$1 million. In the
event that the closing price per share of the Common Stock for 10
consecutive trading days during the aforesaid six-month period is
more than 10% above the closing price per share on the Closing
Date, and the Selling Stockholder has elected not to sell some or
any of the Shares at such time, the Guarantee will automatically
terminate.
The Share Disposition Agreement further provides that the
Guarantee will be effective as to Shares sold on the NYSE only
when sold as part of the execution of a sell order covering not
less than 50,000 Shares and in amounts on any given day not
greater than 25% of the average daily trading volume for the
Common Stock during the four calendar weeks immediately prior to
the sale ("Volume Limit"). In addition, as to Shares sold on the
NYSE through Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"), the Volume Limit will be adjusted for any stock split,
stock dividend, combination or similar recapitalization, and may
be increased on any day when, in DLJ's judgment, additional
<PAGE>
Shares may be sold without disrupting the market for the Common
Stock.
In the event that the Selling Stockholder wishes to sell
Shares other than on the NYSE at less than the Guaranteed Value,
the Guarantee will be effective only if the Selling Stockholder
complies with certain procedures set forth in the Share
Disposition Agreement, which require the giving of notice to the
Company and the sale of the identified Shares to a substitute
purchaser (which may be the Company) at a price higher than that
specified in such notice.
The Guarantee is not applicable to sales of Shares to any
affiliate of the Selling Stockholder, any disposition of Shares
for consideration other than cash or a promissory note or to any
transaction in violation of the Securities Act (unless such
violation is the result of actions by the Company).
Shares offered hereby may be sold from time to time by or
for the account of the Selling Stockholder directly to
purchasers in negotiated transactions; by or through
brokers or dealers in ordinary brokerage transactions or
transactions in which the broker solicits purchasers; in block
trades in which the broker or dealer will attempt to sell Shares
as agent but may position and resell a portion of the block as
principal; in transactions in which a broker or dealer purchases
as principal for resale for its own account; through underwriters
or agents; or in any combination of the foregoing methods.
Shares may be sold at a fixed offering price, which may be
changed, at the prevailing market price at the time of sale, at
prices related to such prevailing market price or at negotiated
prices. Any brokers, dealers, underwriters or agents may arrange
for others to participate in any such transaction and may receive
compensation in the form of discounts, commissions or concessions
from Selling Stockholders and/or the purchasers of Shares. The
proceeds to the Selling Stockholder from any sale of Shares will
be net of any such compensation, except as described below, and
of any
5
<PAGE>
expenses to be borne by the Selling Stockholder. If required at
the time that a particular offer of Shares is made, a supplement
to this Prospectus will be delivered that describes any material
arrangements for the distribution of Shares and the terms of the
offering, including, without limitation, the names of any
underwriters, brokers, dealers or agents and any discounts,
commissions or concessions and other items constituting
compensation from the Selling Stockholder or otherwise. The
Company may agree to indemnify any such brokers, dealers,
underwriters, or agents against certain civil liabilities,
including liabilities under the Securities Act.
The Selling Stockholder and any brokers, dealers,
underwriters or agents that participate with the Selling
Stockholder in the distribution of Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, in which
event any discounts, commissions or concessions received by any
such brokers, dealers, underwriters or agents and any profit on
the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
The Company has informed the Selling Stockholder that the
provisions of Rules 10b-6 and 10b-7 under the Exchange Act may
apply to its sales of Shares and has furnished the Selling
Stockholder with a copy of these rules. The Company also has
advised the Selling Stockholder of the requirement for delivery
of a prospectus in connection with any sale of the Shares.
The Company will pay all of the expenses, including, but not
limited to, fees and expenses of compliance with states
securities or "blue sky" laws, incident to the registration of
the Shares, other than certain underwriting discounts and selling
commissions and fees and expenses, if any, of counsel or other
advisors retained by the Selling Stockholder. The Company has
agreed to reimburse the Selling Stockholder for the first $0.05
per Share of any underwriting discounts or selling fees or
commissions, for any such amounts exceeding $0.10 per Share and
in any event for all such amounts after the Selling Stockholder
has incurred discounts or paid fees or commissions of $7,500 in
the aggregate.
VALIDITY OF COMMON STOCK
The validity of the Shares will be passed upon for the
Company by Damian C. Georgino, Vice President, General Counsel
and Secretary of the Company. Mr. Georgino presently holds 100
shares of the Company's Common Stock and options granted under
the Company's 1991 Employee Stock Option Plan to purchase an
aggregate of 10,000 shares of Common Stock.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The consolidated financial statements of United States
Filter Corporation and its subsidiaries as of March 31, 1994 and
1995 and for each of the three years in the period ended March
<PAGE>
31, 1995 have been incorporated herein by reference in reliance
upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, which report is incorporated herein by
reference, and upon the authority of said firm as experts in
accounting and auditing.
The financial statements of Arrowhead Industrial Water, Inc.
as of December 31, 1993 and 1994 and for each of the two years in
the period ended December 31, 1994 have been incorporated herein
by reference in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, which report is
incorporated herein by reference, and upon the authority of said
firm as experts in accounting and auditing.
The financial statements of Continental H2O Services, Inc.
and Evansville Water Corporation d/b/a Interlake Water Systems as
of December 31, 1994 and for the year then ended have been
incorporated herein by reference in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants,
which report is incorporated herein by reference, and upon the
authority of said firm as experts in accounting and auditing.
The financial statements of Polymetrics, Inc. and
subsidiaries as of December 31, 1994 and for the year then ended
have been incorporated herein by reference in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public
accountants, which report is incorporated herein by reference,
and upon the authority of said firm as experts in accounting and
auditing.
6
<PAGE>
=================================== ===========================
No person has been authorized
to give any information or to make
any representations other than
those contained in this Prospectus,
and, if given or made, such
information or representations must
not be relied upon as having been 150,000 SHARES
authorized. This Prospectus does
not constitute an offer to sell or
the solicitation of an offer to buy UNITED STATES FILTER
any securities other than the CORPORATION
securities to which it relates or
an offer to sell or the
solicitation of an offer to buy Common Stock
such securities in any
circumstances in which such offer
or solicitation is unlawful.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create any
implication that there has been no
change in the affairs of the
Company since the date hereof or
that the information contained
________________
herein is correct as of any time
subsequent to its date.
PROSPECTUS
_____________
________________
TABLE OF CONTENTS
Page
____
Available Information . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . 2
The Company . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . 4 November __, 1995
Selling Stockholder . . . . . . . 5
Plan of Distribution . . . . . . 5
Validity of Common Stock . . . . 6
Independent Certified Public
Accountants . . . . . . . . . . 6
=================================== ===========================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed as part of
this registration statement:
Exhibit
Number Description
5.01 Opinion of Damian C. Georgino as to the legality of the
securities being registered (previously filed)
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 (previously filed)
99.01 Share Disposition Agreement dated as of September 19, 1995
between the registrant and Cheryl Davis Helm, Trustee of
The Cheryl Davis Helm Trust (previously filed)
II-1 <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Palm Desert, State of California, on November
7, 1995.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
_________________________
Richard J. Heckmann
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this amendment has been signed by the following persons in
the capacities and on the dates indicated.
Signature Capacity Date
_________ ________ ____
Chairman of the November 7, 1995
/s/Richard J. Heckmann Board, President
_________________________ and Chief Executive
Richard J. Heckmann Officer (Principal
Executive Officer)
and a Director
/s/Kevin L. Spence Vice President November 7, 1995
_________________________ and Chief Financial
Kevin L. Spence Officer (Principal
Financial and
Accounting Officer)
* Executive Vice November 7, 1995
_________________________ President and a
Michael J. Reardon Director
Senior Vice November 7, 1995
* President and a
_________________________ Director
Tim L. Traff
* Director November 7, 1995
_________________________
James R. Bullock
* Director November 7, 1995
_________________________
James E. Clark
* Director November 7, 1995
_________________________
John L. Diederich
* Director November 7, 1995
_________________________
J. Atwood Ives
* Director November 7, 1995
_________________________
Arthur B. Laffer
* Director November 7, 1995
_________________________
Alfred E. Osborne
* Director November 7, 1995
_________________________
C. Howard Wilkins, Jr.
*By: /s/ Damian C. Georgino November 7, 1995
_________________________
Damian C. Georgino
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Sequential Page
Number Description Number
5.01 Opinion of Damian C. Georgino as
to the legality of the securities
being registered (previously filed)
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 (previously filed)
99.01 Share Disposition Agreement dated
as of September 19, 1995 between
the registrant and Cheryl Davis
Helm, Trustee of The Cheryl Davis
Helm Trust (previously filed)
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
November 8, 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
November 8, 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
November 8, 1995
