<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 1, 1995
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United States Filter Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-10728 33-0266015
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
73-710 Fred Waring Drive, Suite 222, Palm Desert, California 92260
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (619) 340-0098
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Item 5. Other Events.
On November 1, 1995 United States Filter Corporation issued the press
release attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
Press release dated November 1, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED STATES FILTER CORPORATION
By: /s/ Damian C. Georgino
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Damian C. Georgino
Vice President
Date: November 2, 1995
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EXHIBIT INDEX
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Sequentially
Numbered
Exhibit Description Page
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99.1 Press release dated 3
November 1, 1995
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EXHIBIT 99.1
NEWS RELEASE
73-710 FRED WARING DRIVE
PALM DESERT, CA 92260
(619) 340-0098
FOR FURTHER INFORMATION
CONTACT: DORRIE B. OSBORNE
(619) 340-0098
UNITED STATES FILTER CORPORATION
REPORTS RECORD SECOND QUARTER RESULTS
PALM DESERT, CALIFORNIA, November 1, 1995 - United States Filter Corporation
(NYSE:USF) today reported record revenues of $108,308,000 for the quarter ended
September 30, 1995 versus $67,201,000 for the quarter ended September 30, 1994,
representing a 61% increase. The Company also reported net income of $4,509,000
for the quarter versus $1,908,000 for the same period last year, representing a
136% increase, with earnings per share for the quarter of $.19 versus $.12 last
year, a 58% increase. The weighted average number of shares outstanding
increased to 22,952,000 from 14,818,000 for the same period last year.
The Company said that its gross margin improved to 30.9% from 28.7% in the year
ago second quarter and operating income as a percentage of revenues improved to
7.86% from 4.91%. The Company's product mix was evenly divided between capital
equipment and service & parts with its backlog increasing to $158,148,000 from
$112,381,000 in the year ago period.
The Company also reported record revenues of $199,847,000 for the six months
ended September 30, 1995 versus $122,264,000 for the same period last year. Net
income for the first half of fiscal 1996 grew to $7,868,000 from $3,015,000 and
earnings per share for the first half of this fiscal year are $.35 versus $.18
last year. The weighted average number of shares outstanding for the first half
were 21,477,000 versus 14,721,000 a year ago.
"Virtually all segments of our business continued to improve both year over year
and quarter over quarter," stated Richard J. Heckmann, Chairman and CEO of
U.S. Filter. "The activity level in Treated Water Outsourcing, a Nalco/U.S.
Filter Joint Venture, was also significant." The Company also said that second
quarter results included only two months of revenues and earnings from its
recently acquired Interlake division and no financial results from Polymetrics,
Inc. which was acquired on October 2, 1995.
Separately, U.S. Filter confirmed Eastern Enterprises' intention to sell,
subject to price and market conditions, its 3,041,092 shares of U.S. Filter
common stock in a public offering. Eastern Enterprises received those shares in
1993 in connection with the sale of the Ionpure division to U.S. Filter.
Additionally, U.S. Filter also confirmed Laidlaw Inc.'s intention to issue in a
public offering, subject to price and market conditions, notes exchangeable into
approximately 2,965,000 shares of common stock of the Company currently held by
subsidiaries of Laidlaw Inc. Laidlaw Inc. acquired these shares in 1994 in
connection with the sale of Smogless S.p.A. to U.S. Filter. U.S. Filter will
file this week with the Securities and Exchange Commission ("SEC") an amendment
updating the shelf registration statement relating to the shares held by
Eastern, and Laidlaw expects to file with the SEC a registration statement by
Friday for the exchangeable notes. The two public offerings will be completed
simultaneously as soon as possible. U.S. Filter will not receive any proceeds
from the offerings as there will be no primary shares issued.
"We believe the distribution of the Eastern and Laidlaw positions will complete
the Ionpure and Smogless transactions in which we issued stock in return for
businesses that fit our strategic objectives. There has been uncertainty over
the timing of the distribution of these positions which now should be put to
rest," said Mr. Heckmann of U.S. Filter. "Both Eastern and Laidlaw have been
solid and supportive shareholders. We know that holdings in U.S. Filter stock
are not strategic to their businesses and we concur that the distribution of the
securities at this time is in the best interest not only of their shareholders
but also of ours," he said.
U.S. Filter is a leading global provider of industrial and commercial water and
wastewater treatment systems and services. With corporate offices in Palm
Desert, California, U.S. Filter services its customers and substantial
installed base of systems through its worldwide network of 124 sales and service
facilities, including 12 manufacturing plants. In addition, U.S. Filter is a
leading international provider of service deionization and outsourced water
services, including the operation of water purification and wastewater treatment
systems at customer sites.
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UNITED STATES FILTER CORPORATION
CONSOLIDATED INCOME STATEMENTS
SEPTEMBER 30, 1995
(UNAUDITED)
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<CAPTION>
Three Months Six Months
Ended Ended
September 30, September 30,
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1995 1994 1995 1994
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<S> <C> <C> <C> <C>
Revenues $108,308,000 67,201,000 199,847,000 122,264,000
Cost of sales 74,802,000 47,916,000 138,467,000 87,758,000
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Gross profit 33,506,000 19,285,000 61,380,000 34,506,000
Selling, general and administrative expenses 24,994,000 15,986,000 46,620,000 29,229,000
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Operating income 8,512,000 3,299,000 14,760,000 5,277,000
Other income (expense):
Interest expense (3,034,000) (1,216,000) (5,469,000) (2,116,000)
Other 616,000 586,000 1,342,000 1,112,000
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(2,418,000) (630,000) (4,127,000) (1,004,000)
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Income before taxes 6,094,000 2,669,000 10,633,000 4,273,000
Income taxes 1,585,000 761,000 2,765,000 1,258,000
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Net income $ 4,509,000 1,908,000 7,868,000 3,015,000
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Net income per common share 0.19 0.12 0.35 0.18
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Weighted average number of shares outstanding 22,952,000 14,818,000 21,477,000 14,721,000
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