<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996
REGISTRATION NO. 333-07759
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
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
(PRIMARY STANDARD (I.R.S. EMPLOYER
INDUSTRIAL IDENTIFICATION NO.)
(STATE OR OTHER CLASSIFICATION CODE
JURISDICTION OF NUMBER)
INCORPORATION OR
ORGANIZATION)
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(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
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(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.
----------------
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) REGISTRATION FEE(2)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value
$.01 per share........ 332,036 shares $33.6875 $11,185,462.75 $3,858
- ---------------------------------------------------------------------------------------------------
Common stock, par value
$.01 per share........ 166,017 shares $ 19.25 $ 3,195,827.25 $1,103
- ---------------------------------------------------------------------------------------------------
Totals................. 498,053 shares $14,381,290.00 $4,961
</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 July 5, 1996 with
respect to 332,036 shares and on July 16, 1996 with respect to 166,017
shares as reported on the New York Stock Exchange Composite Tape.
(2) A registration fee of $3,858 was paid in connection with the filing of
this registration statement initially covering 332,036 shares.
----------------
===============================================================================
<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 JULY 19, 1996
PROSPECTUS
JULY , 1996
498,053 SHARES
[LOGO OF U.S. FILTER CORPORATION]
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
-----------
This prospectus provides for the offering of up to an aggregate of 498,053
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 Selling Stockholders named herein on August 10, 1995 in
consideration of the sale to the Company of substantially all of the assets of
Continental H/2/O Service, Inc. and Evansville Water Corporation d/b/a
Interlake Water Systems ("Interlake") pursuant to the terms of an Asset
Purchase Agreement dated August 10, 1995 (the "Asset Purchase Agreement"). As
of the date of this Prospectus, 71,705 of the shares are held in escrow to
secure the indemnity obligations of the Selling Stockholders and Interlake
under the Asset Purchase Agreement. See "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 on one or more exchanges or
otherwise, at prices and on terms to be determined at the time of sale, to
purchasers directly or by Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ") who may receive compensation in the form of discounts, commissions or
concessions. The Selling Stockholders and DLJ may be deemed to be
"underwriters" within the meaning of the United States Securities Act of 1933,
as amended (the "Securities Act"), and any discounts, concessions and
commissions received by DLJ 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 July 18, 1996 was $21.50 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.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the United
States 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 United States 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 Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
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 Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. Such reports, proxy and information
statements and other information may be found on the Commission's site
address, http://www.sec.gov. 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 (File No. 1-10728) with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
1996; the Company's Current Reports on Form 8-K dated May 31, 1996 (as amended
on Form 8-K/A dated June 28, 1996), June 10, 1996, June 27, 1996 and July 15,
1996 (two such Current Reports) ; and the description of the Common Stock
contained in the Company's Registration Statement on Form 8-A, as the same may
be amended.
All documents and reports subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after 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 subsequently filed document which is or is 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 Vice President, General Counsel and Secretary of United States
Filter Corporation, 40-004 Cook Street, Palm Desert, California 92211
(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 100,000
systems worldwide. 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 more than 125 sales and service facilities, including 21
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 40-004 Cook Street,
Palm Desert, California 92211, 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 40 United States based
and international businesses with strong market positions and substantial
water treatment expertise. The Company's acquisition strategy entails the
potential risks inherent in assessing the value, strengths, weaknesses,
contingent or other liabilities and potential profitability of acquisition
candidates and in integrating the operations of acquired companies. Although
the Company generally has been successful in pursuing these acquisitions,
there can be no assurance that acquisition opportunities will continue to be
available, that the Company will have access to the capital required to
finance potential acquisitions, that the Company will continue to acquire
businesses or that any business acquired will be integrated successfully or
prove profitable.
INTERNATIONAL TRANSACTIONS
The Company has made and expects it will continue to make acquisitions and
to obtain contracts in Europe, Asia and Latin America 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
3
<PAGE>
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 49% for the fiscal year ended March 31, 1996. 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 that regard, allegations have been
made by federal and state environmental regulatory authorities of multiple
violations by a wholly owned subsidiary of the Company with respect to
applicable wastewater pretreatment standards at a Connecticut ion exchange
regeneration facility acquired by the Company in October 1995 from Anjou
International Company ("Anjou"). A grand jury investigation is pending which is
believed to relate to the same conditions that were the subject of the
allegations. The Company has rights of indemnification from Anjou which may be
available with respect to these matters. 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 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
4
<PAGE>
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 Common Stock could be adversely affected by the
availability for sale of shares held on July 18, 1996 by security holders of
the Company, including (i) up to 4,054,093 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 5 3/4% Exchangeable Notes due 2000
of Laidlaw (the amount of shares or cash delivered or paid to be dependent
within certain limits upon the value of the Common Stock at maturity), (ii)
4,388,417 shares issuable upon conversion of convertible debentures of the
Company at a conversion price of $13.60 per share of Common Stock and
7,636,364 shares issuable upon conversion of convertible notes of the Company
at a conversion price of $18.33 per share of Common Stock that are currently
registered for sale under the Securities Act pursuant to two shelf
registration statements, (iii) 2,892,110 outstanding shares that are currently
registered for sale under the Securities Act pursuant to two shelf
registration statements, and (iv) 2,857,611 shares which are subject to
agreements pursuant to which the holders have certain rights to request the
Company to register the sale of such holders' 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 (1,980,000 of which shares also may be sold from time to time by the
holders thereof pursuant to Rule 144 under the Securities Act). In addition,
the Company has registered for sale under the Securities Act 4,821,219 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 Stockholders 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.
SELLING STOCKHOLDERS
The Shares which may be offered pursuant to this Prospectus will be offered
by or for the account of the Selling Stockholders as identified in the table
below, all of whom acquired their Shares on August 10, 1995 pursuant to the
Asset Purchase Agreement. The Shares constitute all of the shares of Common
Stock beneficially owned by the Selling Stockholders, other than 15,000 shares
of Common Stock that could be acquired by James Timothy Stockdale upon the
exercise of options granted to him under the Company's 1991 Employee Stock
Option Plan. In the aggregate, the Shares represented approximately 1.1% of
the shares of Common Stock outstanding on July 18, 1996.
Pursuant to the terms of an Indemnity Escrow Agreement dated August 10, 1995
(the "Escrow Agreement"), 71,705 of the Shares (the "Escrow Shares") are held
in escrow as of the date of this Prospectus to secure the indemnity
obligations of the Selling Stockholders and Interlake under the Asset Purchase
Agreement. The Escrow Agreement provides that any Escrow Shares not previously
used or set aside to satisfy claims made under the Escrow Agreement and not
held pending the resolution of disputed claims will be released from the
escrow account on August 10, 1996. The Selling Stockholders are prohibited
from transferring or otherwise disposing of Escrow Shares before they are
released from the escrow account. Subject to the Escrow Agreement, the Selling
Stockholders intend to sell all of the Shares.
5
<PAGE>
The following table sets forth the names of the Selling Stockholders and the
number of Shares owned, including separately the number of Shares subject to
the Escrow Agreement. The Shares held by each Selling Stockholder constitute
less than 1% of the shares of Common Stock outstanding on July 18, 1996.
<TABLE>
<CAPTION>
TOTAL NUMBER
SELLING STOCKHOLDER OF SHARES ESCROW SHARES
------------------- ------------ -------------
<S> <C> <C>
Florence E. Stockdale............................ 178,798 25,741
James Timothy Stockdale.......................... 76,452 11,007
William E. Stockdale III......................... 76,452 11,007
John Christopher Stockdale....................... 76,452 11,007
Melody S. Williamson............................. 76,452 11,007
Katharine S. Price............................... 13,447 1,936
</TABLE>
PLAN OF DISTRIBUTION
Shares offered hereby may be sold from time to time or at one time by or for
the account of the Selling Stockholders on one or more exchanges or otherwise;
directly to purchasers in negotiated transactions; by or through DLJ, in
ordinary brokerage transactions or transactions in which DLJ solicits
purchasers; in block trades in which DLJ will attempt to sell Shares as agent
but may position and resell a portion of the block as principal; in
transactions in which DLJ purchases as principal for resale for its own
account; 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. DLJ may arrange for others to participate in any such
transaction and may receive compensation in the form of discounts, commissions
or concessions from the 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, any discounts, commissions or
concessions and other items constituting compensation from the Selling
Stockholders or otherwise. The Company may agree to indemnify DLJ against
certain civil 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 DLJ may be deemed to be "underwriters" within
the meaning of the Securities Act, in which event any discounts, commissions
or concessions received by DLJ and any profit on the resale of the Shares
purchased by DLJ 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 their 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 state 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 Stockholders.
6
<PAGE>
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 150 shares of the Company's Common Stock and options
granted under the Company's 1991 Employee Stock Option Plan to purchase an
aggregate of 22,500 shares of Common Stock.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The consolidated financial statements of United States Filter Corporation
and its subsidiaries as of March 31, 1995 and 1996 and for each of the three
years in the period ended March 31, 1996 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 consolidated financial statements of Davis Water & Waste Industries,
Inc. incorporated in this Prospectus by reference to the audited historical
financial statements included in United States Filter Corporation's Form 8-K
dated June 27, 1996 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
The consolidated financial statements of Zimpro Environmental, Inc. as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995 incorporated herein by reference, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference elsewhere herein, and are included in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
7
<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
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Risk Factors............................................................... 3
Use of Proceeds............................................................ 5
Selling Stockholders....................................................... 5
Plan of Distribution....................................................... 6
Validity of Common Stock................................................... 7
Independent Certified Public Accountants................................... 7
</TABLE>
===============================================================================
===============================================================================
498,053 SHARES
[LOGO OF U.S. FILTER CORPORATION]
UNITED STATES FILTER
CORPORATION
COMMON STOCK
-----------------
PROSPECTUS
-----------------
, 1996
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Company in connection with the
distribution of the securities being registered, other than underwriting
discounts and commissions, which will be borne by the Selling Stockholders,
are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee....................... $ 4,961
*Accounting Fees and Expenses....................................... 4,000
*Legal Fees and Expenses............................................ 8,500
*Printing Expenses.................................................. 10,860
*Miscellaneous Expenses............................................. 679
-------
Total............................................................. $29,000
=======
</TABLE>
--------
* Estimated
II-1
<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 amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Palm Desert, State of California, on
July 19, 1996.
United States Filter Corporation
/s/ Richard J. Heckmann
By: ____________________________
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 or 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 amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
Chairman of the
/s/ Richard J. Heckmann Board, President July 19, 1996
- ------------------------------------- and Chief Executive
RICHARD J. HECKMANN Officer (Principal
Executive Officer)
and a Director
Vice President and
/s/ Kevin L. Spence Chief Financial July 19, 1996
- ------------------------------------- Officer (Principal
KEVIN L. SPENCE Financial and
Accounting Officer)
Executive Vice
* President and a July 19, 1996
- ------------------------------------- Director
MICHAEL J. REARDON
Senior Vice
* President and a July 19, 1996
- ------------------------------------- Director
TIM L. TRAFF
<PAGE>
SIGNATURE CAPACITY DATE
* Director July 19, 1996
- -------------------------------------
JAMES E. CLARK
* Director July 19, 1996
- -------------------------------------
JOHN L. DIEDERICH
* Director July 19, 1996
- -------------------------------------
ROBERT S. HILLAS
* Director July 19, 1996
- -------------------------------------
ARTHUR B. LAFFER
* Director July 19, 1996
- -------------------------------------
ALFRED E. OSBORNE, JR.
* Director July 19, 1996
- -------------------------------------
J. DANFORTH QUAYLE
* Director July 19, 1996
- -------------------------------------
C. HOWARD WILKINS, JR.
/s/ Damian C. Georgino
* July 19, 1996
- -------------------------------------
DAMIAN C. GEORGINO
*Pursuant to Power of Attorney
