<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1996
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)
DELAWARE 3589 33-0266015
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL IDENTIFICATION NO.)
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
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.
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........ 332,036 shares $33.6875 $11,185,462.75 $3,858
</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 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 JULY 8, 1996
PROSPECTUS
JULY , 1996
332,036 SHARES
[LOGO OF U.S. FILTER]
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
-----------
This prospectus provides for the offering of up to an aggregate of 332,036
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, 47,804 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 5, 1996 was $33.75 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 with the Commission (File No.
1-10728) pursuant to the Exchange Act are incorporated herein by reference:
the Company's Annual Report on Form 10-K for the 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 and June 27, 1996; and
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 June 21, 1996 by security holders of
the Company, including (i) up to 2,702,729 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)
2,925,611 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, (iii) 1,813,079 outstanding shares that are currently
registered for sale under the Securities Act pursuant to a shelf registration
statement, (iv) 114,994 outstanding shares that are covered by a shelf
registration statement filed under the Securities Act, and (v) 1,905,074
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 (1,320,000 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
3,242,772 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 332,036 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 10,000
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 June 21, 1996.
Pursuant to the terms of an Indemnity Escrow Agreement dated August 10, 1995
(the "Escrow Agreement"), 47,804 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 June 21, 1996.
<TABLE>
<CAPTION>
TOTAL NUMBER
SELLING STOCKHOLDER OF SHARES ESCROW SHARES
------------------- ------------ -------------
<S> <C> <C>
Florence E. Stockdale............................ 119,199 17,161
James Timothy Stockdale.......................... 50,968 7,338
William E. Stockdale III......................... 50,968 7,338
John Christopher Stockdale....................... 50,968 7,338
Melody S. Williamson............................. 50,968 7,338
Katharine S. Price............................... 8,965 1,291
</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 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 15,000 shares of Common Stock.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The consolidated financial statements of United States Filter Corporation
and its subsidiaries as of March 31, 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>
===============================================================================
===============================================================================
332,036 SHARES
[LOGO OF U.S. FILTER]
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....................... $ 3,858
*Accounting Fees and Expenses....................................... 4,000
*Legal Fees and Expenses............................................ 8,500
*Printing Expenses.................................................. 10,860
*Miscellaneous Expenses............................................. 2,782
-------
Total............................................................. $30,000
=======
</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
------- -----------
<C> <S>
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 Consent of KPMG Peat Marwick LLP
23.03 Consent of Price Waterhouse LLP
23.04 Consent of Ernst & Young LLP
24.01 Powers of Attorney (included on signature page of this registration
statement)
99.01 Indemnity Escrow Agreement dated as of August 10, 1995 among the
registrant, U.S. Filter/Ionpure, Inc., Continental H/2/O Service,
Inc., Florence E. Stockdale, James Timothy Stockdale, William E.
Stockdale III, John Christopher Stockdale, Melody S. Williamson and
Katharine S. Price
99.02 Option and Registration Rights Agreement dated as of August 10, 1995
among the registrant, Florence E. Stockdale, James Timothy Stockdale,
William E. Stockdale III, John Christopher Stockdale, Melody S.
Williamson and Katharine S. Price
</TABLE>
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.
(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.
II-2
<PAGE>
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 July 8, 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
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ Richard J. Heckmann Chairman of the July 8, 1996
- ------------------------------------- Board, President
RICHARD J. HECKMANN and Chief Executive
Officer (Principal
Executive Officer)
and a Director
/s/ Kevin L. Spence Vice President and July 8, 1996
- ------------------------------------- Chief Financial
KEVIN L. SPENCE Officer (Principal
Financial and
Accounting Officer)
/s/ Michael J. Reardon Executive Vice July 8, 1996
- ------------------------------------- President and a
MICHAEL J. REARDON Director
/s/ Tim L. Traff Senior Vice July 8, 1996
- ------------------------------------- President and a
TIM L. TRAFF Director
<PAGE>
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ James E. Clark Director July 8, 1996
- -------------------------------------
JAMES E. CLARK
/s/ John L. Diederich Director July 8, 1996
- -------------------------------------
JOHN L. DIEDERICH
/s/ Robert S. Hillas Director July 8, 1996
- -------------------------------------
ROBERT S. HILLAS
/s/ Arthur B. Laffer Director July 8, 1996
- -------------------------------------
ARTHUR B. LAFFER
/s/ Alfred E. Osborne, Jr. Director July 8, 1996
- -------------------------------------
ALFRED E. OSBORNE, JR.
/s/ J. Danforth Quayle Director July 8, 1996
- -------------------------------------
J. DANFORTH QUAYLE
/s/ C. Howard Wilkins, Jr. Director July 8, 1996
- -------------------------------------
C. HOWARD WILKINS, JR.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
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 Consent of KPMG Peat Marwick LLP
23.03 Consent of Price Waterhouse LLP
23.04 Consent of Ernst & Young LLP
24.01 Powers of Attorney (included on signature page of this
registration statement)
99.01 Indemnity Escrow Agreement dated as of August 10, 1995 among the
registrant, U.S. Filter/Ionpure, Inc., Continental H/2/O
Service, Inc., Florence E. Stockdale, James Timothy Stockdale,
William E. Stockdale III, John Christopher Stockdale, Melody S.
Williamson and Katharine S. Price
99.02 Option and Registration Rights Agreement dated as of August 10,
1995 among the registrant and, Florence E. Stockdale, James
Timothy Stockdale, William E. Stockdale III, John Christopher
Stockdale, Melody S. Williamson and Katharine S. Price
</TABLE>
<PAGE>
EXHIBIT 5.01
July 8, 1996
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary 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 July , 1996 with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, with respect to an aggregate of up to 332,036 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.
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
INDEPENDENT AUDITORS' 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 7, 1996,
relating to the consolidated balance sheets of United States Filter
Corporation as of March 31, 1995 and 1996 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, 1996 and to the reference to
our firm under the heading "Independent Certified Public Accountants" in the
prospectus.
KPMG Peat Marwick LLP
Orange County, California
July 3, 1996
<PAGE>
EXHIBIT 23.03
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of United States
Filter Corporation of our report dated June 13, 1996, relating to the
consolidated financial statements of Davis Water & Waste Industries, Inc.,
which appears in the Current Report on Form 8-K of United States Filter
Corporation dated June 27, 1996. We also consent to the reference to us under
the heading "Independent Certified Public Accountants" in such Prospectus.
Price Waterhouse LLP
Atlanta, Georgia
June 28, 1996
<PAGE>
EXHIBIT 23.04
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Independent
Certified Public Accountants" in the Registration Statement (Form S-3) and
related Prospectus of United States Filter Corporation for the registration of
332,036 shares of its common stock and to the incorporation by reference
therein of our report dated February 8, 1996, except for Notes 4 and 10, as to
which the date is May 10, 1996, with respect to the consolidated financial
statements of Zimpro Environmental, Inc. included in the Current Report on
Form 8-K of United States Filter Corporation dated May 31, 1996, filed with
the Securities and Exchange Commission.
Ernst & Young LLP
Minneapolis, Minnesota
July 3, 1996
<PAGE>
EXHIBIT 99.01
This is an INDEMNITY ESCROW AGREEMENT (this "Agreement") dated as of August
10, 1995, among United States Filter Corporation, a Delaware corporation
("USF"), U.S. Filter/Ionpure, Inc., a Massachusetts corporation
("USF/Ionpure"), Continental H/2/O Service, Inc., an Illinois corporation
d/b/a Interlake Water Systems ("Seller"), and Florence E. Stockdale, James
Timothy Stockdale, William E. Stockdale III, John Christopher Stockdale,
Melody S. Williamson and Katharine S. Price (the "Stockholders"), and Chicago
Title and Trust Company, in its capacity as escrow agent hereunder (the
"Escrow Agent", which term shall also include any successor escrow agent
appointed in accordance with Section 8(b) hereof).
Reference is made to the Asset Purchase Agreement dated as of August 10,
1995 (the "Purchase Agreement") by and among USF/Ionpure, Seller and the
Stockholders. Pursuant to the Purchase Agreement, Seller has sold
substantially all of its assets to USF/Ionpure. USF/Ionpure has certain rights
against Seller and the Stockholders under the Purchase Agreement which are
secured by this Escrow Agreement. All capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the Purchase Agreement.
This Agreement is designed to implement the provisions of the Purchase
Agreement pursuant to which USF is depositing with the Escrow Agent 143,410
shares of Common Stock, $.01 par value per share (the "Escrow Shares") issued
pursuant to the Purchase Agreement and $800,000 cash as security for the
indemnification obligations of Seller and the Stockholders pursuant to
Sections 7.02 and 7.03 of the Purchase Agreement, a potential Downward
Adjustment pursuant to Section 1.09 of the Purchase Agreement and the sale of
certain real estate in Hazel Park, Michigan pursuant to Section 1.14 of the
Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and the representations and
warranties and agreements contained herein, the parties hereto agree as
follows:
1. Appointment of Escrow Agent; Escrow Account. The Escrow Agent is hereby
appointed to act as escrow agent hereunder, and the Escrow Agent agrees to act
as such.
2. Escrow Fund and Escrow Account. (a) On the date hereof, in accordance
with Sections 1.08(a) and 1.14 of the Purchase Agreement, USF is delivering to
the Escrow Agent one or more certificates representing the Escrow Shares and
$800,000 cash and the Escrow Agent is accepting such certificates and cash in
escrow for the benefit of the Stockholders and the Buyer Indemnitees pursuant
to the provisions of this Agreement. The Escrow Shares and $800,000 cash
delivered to the Escrow Agent pursuant to this Section 2(a), together with any
dividends or distributions in cash, stock or property or any securities of USF
issued in respect thereof (including, without limitation, any shares issued
pursuant to any stock dividend, stock split, reverse stock split, combination
or reclassification thereof and any proceeds payable upon a repurchase by USF
of the Escrow Shares pursuant to the terms of that certain Option and
Registration Rights Agreement dated the date hereof among the parties hereto
(the "Option Agreement")) shall become part of, and are hereinafter referred
to collectively as, the "Escrow Fund".
(a) The Escrow Agent shall establish a segregated account (the "Escrow
Account") at its office located at its address set forth in Section 10(a)
in which to hold the Escrow Fund. The registered address for the holders of
the Escrow Shares held in the Escrow Fund shall be the address of the
Escrow Agent.
(b) The Escrow Agent shall invest any cash in the Escrow Fund in direct
obligations of, or obligations guaranteed by, the United States of America,
or in money market funds that are invested solely in the foregoing. All
interest and other income earned on the Escrow Fund, after payment of
expenses incurred or taxes incurred in connection therewith shall be deemed
to be a part of the Indemnity Escrow Fund for any and all purposes
hereunder.
3. Rights to the Escrow Fund. The Escrow Fund shall be for the exclusive
benefit of the Stockholders and the Buyer Indemnitees and their respective
successors and assigns, as provided herein and in the Purchase Agreement, and
no other person or entity shall have any right, title or interest therein.
<PAGE>
4. Distribution of the Escrow Fund. The Escrow Agent shall continue to hold
the Escrow Fund in its possession until authorized hereunder to distribute the
Escrow Fund. The Escrow Agent shall distribute the Escrow Fund as follows:
(a) In the event (I) any USF Indemnitee asserts a right of indemnity
against the Stockholders under the Purchase Agreement, (II) USF/Ionpure
makes a claim for a Downward Adjustment under the Purchase Agreement or
(III) USF/Ionpure makes a claim under Section 1.14 of the Purchase
Agreement, such person (the "Claiming Person") shall execute and deliver to
the Escrow Agent (with a copy being sent simultaneously to the
Stockholders) a written notice to such effect (a "Notice of Claim"; and the
right or claim asserted in a Notice of Claim being hereinafter referred to
as a "Claim") instructing the Escrow Agent to deliver that portion of the
Escrow Fund the Fair Market Value (as defined in Section 5) of which shall
equal the amount of the Claim (or, if the amount of the Claim shall be
greater than the Fair Market Value of the Escrow Fund, the balance of the
Escrow Fund) to such Claiming Person and the following shall apply:
(i) a Notice of Claim delivered to the Escrow Agent pursuant to this
Section 4(a) shall set forth the nature of such Claim (to the extent
known), and the amount thereof (or if not ascertainable, a reasonable
maximum amount thereof); and
(ii) if within 30 days after receipt of any Notice of Claim by the
Stockholders, the Stockholders fail to notify the Escrow Agent that the
Claim, or the amount thereof, is disputed, the Escrow Agent shall,
within 5 days after the expiration of such 30-day period, deliver to
the Claiming Person that portion of the Escrow Fund the Fair Market
Value of which shall equal the amount of the Claim as set forth in such
Notice of Claim (or, if the amount of the Claim shall be greater than
the Fair Market Value of the entire Escrow Fund as of such date, the
balance of the Escrow Fund) (the date of any such delivery being
referred to herein as a "Release Date"). If the Stockholders do so
notify the Escrow Agent of such dispute (a copy of such notice being
simultaneously sent to the Claiming Person), the Escrow Agent shall not
deliver such amount to such Claiming Person (or to the Stockholders
pursuant to Section 4(b) hereof) until 5 days after such dispute has
been settled as provided in Section 9 hereof and notice of such
settlement and of the amount, if any, to be paid in respect of the
disputed Claim has been delivered to the Escrow Agent and the
Stockholders (the date of receipt of any such notice being referred to
herein as a "Settlement Notice Date"; and a Release Date or a
Settlement Notice Date being referred to herein as a "Determination
Date"), and
(iii) the aggregate amount of any claim may be rounded at the
discretion of the Escrow Agent to the nearest $100.
(b) Anything contained herein to the contrary notwithstanding, if the
Escrow Agent is authorized, at any time pursuant to Section 4(a) hereof, to
deliver all of any portion of the Escrow Fund to USF/Ionpure with respect
to a Claim or Claims, then such delivery shall be made regardless of the
Escrow Agent's prior or subsequent receipt of any Notice of Claim or Notice
of Dispute with respect to any other Claim or Claims.
(c) Subject to Section 4(a) hereof, the Escrow Agent shall deliver to the
Stockholders, pro rata in accordance with the percentages identified next
to the signature lines hereto of each Stockholder ("Pro Rata Basis"), upon
written notice to the Escrow Agent by the Stockholders and USF/Ionpure,
that number of Escrow Shares that would leave as a balance in the Escrow
Fund immediately after such distribution cash, investments and Escrow
Shares (valued at Fair Market Value) that collectively aggregate to
$1,800,000 (the "Remaining Escrow Fund"); provided, however, that if
USF/Ionpure shall have purchased the Detroit Real Estate from Seller prior
to such time, the Remaining Escrow Fund shall be $1,000,000 and not
$1,800,000.
(d) Subject to Section 4(a) hereof, the Escrow Agent shall deliver to the
Seller, upon written notice to the Escrow Agent by the Stockholders and
USF/Ionpure, an amount of cash which Seller and USF/Ionpure shall specify
in said notice to the Escrow Agent and which USF/Ionpure and Seller shall
agree shall be equal to the Detroit Real Estate Purchase Price.
2
<PAGE>
(e) Subject to Section 4(a) hereof, on the date one year after the date
of this Agreement, the Escrow Agent shall distribute to the Stockholders,
on a Pro Rata Basis, the entire balance, if any, of the Escrow Fund that is
in excess of the aggregate amounts specified in all Notices of Claim which,
prior to such date, have not been paid to USF/Ionpure or otherwise
discharged pursuant to this Section 4. Any portion of the Escrow Fund which
shall continue to be held by the Escrow Agent pursuant to the preceding
sentence shall be so held until such time as all disputed Claims hereunder
have been settled and notice of such settlement or settlements setting
forth the amounts to be paid to USF/Ionpure, on the one hand, and the
Stockholders, on the other hand, have been delivered to the Escrow Agent.
If a portion of the Escrow Fund is to be delivered to the Stockholders as
provided in this Section 4(e), the Escrow Agent shall disburse such portion
of the Escrow Fund to the Stockholders on a Pro Rata Basis.
5. Valuation. or all purposes of this Agreement, the "Fair Market Value" of
any property (other than cash and Escrow Shares) contained in the Escrow Fund
as of any date shall be the fair market value of such property as of such date
as determined jointly by the Board of Directors of USF/Ionpure and the
Stockholders in the good faith exercise of their reasonable business judgment,
and the "Fair Market Value" per share of each Escrow Share shall be $20.91875
(which is the USF Common Share Value).
6. Stockholder Rights. Anything contained herein to the contrary
notwithstanding, the record holders of Escrow Shares held in the Escrow
Account shall at all times retain and have the full and absolute right to
exercise, all rights and indicia of ownership, including, without limitation,
voting and consensual rights, other than the right to receive dividends and
other distributions in respect of, and the right to transfer or otherwise
dispose of, such shares while such shares remain subject to the Escrow
Agreement and the Option Agreement. The Stockholders and USF/Ionpure may
exercise their respective rights under the Option Agreement with respect to
Escrow Shares held hereunder and, so long as this Agreement has not been
terminated, the Escrow Agent shall deliver certificates for such Escrow Shares
for repurchase by USF under the Option Agreement, upon written instructions
thereof to the Escrow Agent from USF/Ionpure and the Stockholders, and certain
proceeds as a result of such purchase (as described in the Option Agreement)
shall be delivered to the Escrow Agent and shall become part of the Escrow
Fund. If any such Escrow Shares are transferred to USF/Ionpure pursuant to
Section 4 hereof in satisfaction of a Claim or Claims, all rights and indicia
of ownership shall thereupon reside with USF/Ionpure or any subsequent holders
thereof.
7. Termination. This Agreement may be terminated at any time by and upon the
receipt by the Escrow Agent of 10 days' prior written notice of termination
executed by USF/Ionpure and the Stockholders directing the distribution of all
property then held by the Escrow Agent under and pursuant to this Agreement.
This Agreement shall automatically terminate if and when all amounts in the
Escrow Account (including all the securities in which any funds contained in
the Escrow Account shall have been invested) shall have been distributed by
the Escrow Agent in accordance with the terms of this Agreement.
8. Rights and Duties of the Escrow Agent.
(a) The Escrow Agent shall have and may exercise such powers hereunder as
are specifically delegated to the Escrow Agent by the terms hereof, together
with such powers as are reasonably incidental thereto, including the power to
hire attorneys to represent the Escrow Agent with respect to matters arising
from this Agreement and the power to file actions as it deems necessary in a
court of appropriate jurisdiction. The Escrow Agent shall have no implied
duties or any obligation to take any action hereunder except for any action
specifically provided by this Agreement to be taken by the Escrow Agent. The
Escrow Agent shall not be required to deliver the Escrow Account or any part
thereof or take any action with respect to any matters that might arise in
connection therewith, other than to receive, hold, and make delivery of the
Escrow Account as herein provided or by reason of an order of a court of
competent jurisdiction from which no appeal may timely be taken. The Escrow
Agent shall not be liable to any party hereto for any action taken or omitted
to be taken hereunder or in connection herewith except for its own gross
negligence or willful misconduct. The Escrow Agent shall be fully justified in
failing or refusing to take any action under this Agreement unless it shall
first be indemnified to its reasonable satisfaction against any and all
liability and expense which may be incurred by it by reason of taking or
3
<PAGE>
continuing to take any such action. The Escrow Agent may execute any of its
duties hereunder by or through employees, agents and attorneys-in-fact.
(b) The Escrow Agent shall have the right to resign after first having given
USF/Ionpure and the Stockholders notice in writing of its intent to resign at
least thirty (30) days in advance. At the expiration of such thirty (30) days,
the Escrow Agent shall deliver the remaining Escrow Account to a successor
Escrow Agent designated in writing by USF/Ionpure and the Stockholders (which
shall be a national banking institution). If the USF/Ionpure and the
Stockholders fail to designate a successor to the Escrow Agent within such
thirty (30) day period, the Escrow Agent shall institute a bill on
interpleader as contemplated by Section 8(e)(ii) hereof.
(c) If any property subject hereto is at any time attached, garnished or
levied upon, under any court order, or in case the payment, assignment,
transfer, conveyance or delivery of any such property shall be stayed or
enjoined by any court order, or in case any order, judgment or decree shall be
made or entered by any court of competent jurisdiction from which no appeal
may timely be taken affecting such property, or any part thereof, then in any
of such events, the Escrow Agent is authorized, in its sole discretion, to
rely upon and comply with any such order, writ, judgment or decree, which it
is advised by legal counsel of its own choosing is binding upon it, and if it
complies with any such order, writ, judgment, award or decree, it shall not be
liable to any of the parties hereto or to any other person, firm, or
corporation by reason of such compliance, even though such order, writ,
judgment, award or decree may be subsequently reversed, modified, annulled,
set aside or vacated.
(d) The Escrow Agent shall be entitled to rely upon the accuracy of, act in
reliance upon the contents of and assume the genuineness of any notice which
is given to the Escrow Agent pursuant to this Agreement and believed by it to
be genuine and correct and to have been signed or sent by the proper person,
without the necessity of the Escrow Agent verifying the truth or accuracy
thereof. The Escrow Agent shall not be obligated to investigate or in any way
determine whether any party to the Purchase Agreement is entitled to
indemnification under the Purchase Agreement or the proper amount of any such
indemnification.
(e) Should any controversy arise between or among the Buyer Indemnitees and
the Stockholders, or any other person, firm or entity, with respect to this
Agreement, the Escrow Account, or any part thereof, or the right of any party
or other person to receive the Escrow Account, or should the USF/Ionpure and
the Stockholders fail to designate another Escrow Agent as provided in Section
8(b) hereof, or if the Escrow Agent should be in doubt as to what action to
take, the Escrow Agent shall have the right (but not the obligation) to (i)
withhold delivery of the Escrow Account until the controversy is resolved
pursuant to the Purchase Agreement, or, (ii) institute a bill of interpleader
in any court of competent jurisdiction to determine the rights of the parties
hereto (the right of the Escrow Agent to institute such bill of interpleader
shall not, however, be deemed to modify the manner in which the Escrow Agent
is entitled to make disbursements of the Escrow Account as hereinabove set
forth other than to tender the Escrow Account into the registry of such court,
nor shall it change the obligations of the Buyer Indemnitees and the
Stockholders to settle disputes through arbitration as provided in the
Purchase Agreement).
(f) If the Escrow Account created by this Agreement shall constitute a trust
taxable pursuant to Subchapter J of the Internal Revenue Code of 1986, as
amended, and applicable state law, then in January of each year during the
term of this Agreement, and at any other time as reasonably directed by
USF/Ionpure, the Escrow Agent shall direct KPMG Peat Marwick or such other
accounting firm as is mutually acceptable to the USF/Ionpure Indemnitees and
the Stockholders, to prepare and file all required income tax returns for the
Escrow Account. The Escrow Agent is authorized to provide such accountants
with any records related to the Escrow Account necessary to prepare such
returns. The Escrow Agent shall not be responsible for any acts, omissions,
verifications or calculations conducted or performed by such accounting firm
in the course of its preparing and filing such income tax returns, and it is
further understood that the accounting firm will be employed by the
USF/Ionpure Indemnitees and the Stockholders, on behalf of the Escrow Account
and not individually, and is not an agent of the Escrow Account.
(g) USF/Ionpure and the Stockholders shall split equally the $2,500 fee per
annum of the Escrow Agent as compensation for the ordinary administrative
services to be rendered hereunder. The Escrow Agent shall invoice
4
<PAGE>
such fee. To the extent such fee is not paid within 60 days from the date set
forth on said invoice, the Escrow Agent shall be authorized to deduct such fee
from the Escrow Fund. USF/Ionpure, on the one hand, and the Stockholders,
jointly and severally on the other hand, shall each pay 50% of all other
reasonable fees and expenses of the Escrow Agent, including reasonable
attorneys' fees and expenses, if any, which it may incur in connection with
the performance of its duties under this Agreement.
9. Disputes. If any dispute should arise with respect to the payment or
ownership or right of possession of the Escrow Fund, or the duties of the
Escrow Agent hereunder, the Escrow Agent is authorized and directed to retain
in its possession, without liability to anyone, all or any part of the Escrow
Fund until such dispute shall have been settled either by mutual agreement of
USF/Ionpure and the Stockholders (evidenced by appropriate instructions in
writing to the Escrow Agent signed by USF/Ionpure and the Stockholders) or by
the final order, decree or judgment of a court of competent jurisdiction in
the United States of America (the time for appeal having expired with no
appeal having been taken) in a proceeding to which USF/Ionpure and the
Stockholders are parties, but the Escrow Agent shall be under no duty
whatsoever to institute or defend any such proceedings. In the event of any
dispute between or among any of the parties to this Agreement, or between or
among them or any of them and any other person, resulting in adverse claims or
demand being made upon the Escrow Fund, or in the event that the Escrow Agent,
in good faith, is in doubt as to what action it should take hereunder, the
Escrow Agent may, at its option, file a suit in interpleader in a court of
competent jurisdiction, or refuse to comply with any claims or demands on it,
or refuse to take any other action hereunder, so long as such dispute shall
continue or such doubt shall exist. The Escrow Agent shall be entitled to
continue so to refrain from acting until (a) the rights of all parties have
been fully and finally adjudicated by the final order, decree or judgment of a
court of competent jurisdiction in the United States of America (the time for
appeal having expired with no appeal having been taken) or (b) all differences
shall have been adjusted and all doubt resolved by agreement among all of the
interested persons, and in each case the Escrow Agent shall have been notified
thereof in a writing signed by all such persons.
10. Stockholders' Committee.
(a) Creation. The Stockholders do hereby, for themselves and their personal
representatives and other successors, constitute and appoint a committee of
three persons initially to consist of Florence E. Stockdale, James Timothy
Stockdale and John Christopher Stockdale as their agents and attorneys-in-fact
(the "Stockholders' Committee") to take all action required or permitted under
this Agreement, including the execution and delivery of this Agreement on
behalf of the Stockholders, the giving and receiving of all notices and
consents and the execution and delivery of all documents, including any
amendments of any non-material term or provision of this Agreement, the
execution and delivery of any agreements and releases in connection with the
settlement of any dispute or claim under this Agreement or to satisfy any
expense obligations of the Stockholders under this Agreement. The vote of a
majority of the Stockholders' Committee shall be required to take any action
on behalf of the Stockholders pursuant to the authority granted to them under
this Section.
(b) Continuance; Certain Rules. In the event of the death, physical or
mental incapacity or resignation of any of the members of any of the
Stockholders' Committee or a vacancy thereon for any other reason, the
remaining members of the Stockholders' Committee shall promptly appoint a
substitute or substitutes and shall advise Buyer thereof. As between the
Stockholders' Committee and the Stockholders, the members of the Stockholders'
Committee shall not be liable for, and shall be indemnified by the
Stockholders or provided with insurance against, any good faith error of
judgment on their part or any other act done or omitted by them in good faith
in connection with their duties as members of such Committee, except for gross
negligence or willful misconduct. The Stockholders' Committee may consult with
professional advisors of its choice. All expenses incurred by the members of
the Stockholders' Committee in performing their duties (including fees and
expenses of professional advisors) and any indemnification to be provided to
the Stockholders' Committee shall be jointly and severally borne by the
Stockholders.
(c) Buyer Reliance. USF/Ionpure, USF and the Escrow Agent shall be entitled
to rely exclusively upon any communications given to or by the Stockholders'
Committee on behalf of all Stockholders, and shall not be
5
<PAGE>
liable for any action taken or not taken in reliance upon the Stockholders'
Committee. USF/Ionpure, USF and the Escrow Agent shall be entitled to
disregard any notices or communications given or made by the Stockholders
unless given or made through the Stockholders' Committee.
11. Miscellaneous.
(a) Notices. All notices, claims, certificates, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if personally delivered or if sent by telecopier, nationally-
recognized overnight courier or by registered or certified mail, return
receipt requested and postage prepaid, addressed as follows:
(i) if to USF, USF/Ionpure or any Buyer Indemnitees, to:
United States Filter Corporation
73-710 Fred Waring Drive
Suite 222
Palm Desert, CA 92260
Attn: Chief Executive Officer
Telecopy: 619/341-9368
with a copy to:
Donald L. Bergmann, Esq.
Vice President, General Counsel and Secretary
United States Filter Corporation
110 Washington Avenue
North Haven, CT 06473
Telecopy: 203/234-0171
(ii) if to the Stockholders or the Stockholders' Committee, to:
Mr. James Timothy Stockdale
2660 South 17th Avenue
Broadview, IL 60153
Facsimile No.: 708-345-8006
with a copy to:
Howard N. Gilbert, Esq.
Holleb & Coff
55 East Monroe Street
Chicago, IL 60603-5896
Telecopy: 312-807-3900
(iii) if to the Escrow Agent, to:
Chicago Title and Trust Company
171 North Clark Street
Chicago, IL 60601
Attention: Naomi Weitzel
or to such other address as the party to whom notice is to be given may have
furnished to the other parties hereto in writing in accordance herewith. Any
such notice or communication shall be deemed to have been received (a) in the
case of personal delivery or delivery by telecopier, on the date of such
delivery, (b) in the case of nationally-recognized overnight courier, on the
next business day after the date when sent and (c) in the case of mailing, on
the third business day following that on which the piece of mail containing
such communication is posted.
6
<PAGE>
(b) Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but
one agreement.
(c) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois applicable to agreements
made and to be wholly performed within such state.
(d) Parties in Interest. This agreement shall be binding upon, inure to the
benefit of, and be enforceable by, the parties hereto and their respective
successors and assigns. Anything contained herein to the contrary
notwithstanding, this Agreement shall not be assigned by any party hereto
without the consent of the other parties hereto.
(e) Amendments. This Agreement may be amended only by a written instrument
duly executed by the parties hereto.
(f) Headings. The section and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
7
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
be executed and delivered on the date first above written.
UNITED STATES FILTER CORPORATION
/s/ John S. Swartley
By: _________________________________
Name: John S. Swartley
Title: Senior Vice President
CONTINENTAL H\\2\\O SERVICE, INC.,
D/B/A
INTERLAKE WATER SYSTEMS
/s/ James Timothy Stockdale
By: _________________________________
Title: President
U.S. FILTER/IONPURE, INC.
/s/ John S. Swartley
By: _________________________________
Title: Vice President
STOCKHOLDERS:
/s/ Florence E. Stockdale
_____________________________________
Florence E. Stockdale (35.90%)
/s/ James Timothy Stockdale
_____________________________________
James Timothy Stockdale (15.35%)
/s/ William E. Stockdale III
_____________________________________
William E. Stockdale III (15.35%)
/s/ John Christopher Stockdale
_____________________________________
John Christopher Stockdale (15.35%)
/s/ Melody S. Williamson
_____________________________________
Melody S. Williamson (15.35%)
/s/ Katharine S. Price
_____________________________________
Katharine S. Price (2.70%)
Accepted and Agreed to
as of the Date First Written
Above:
ESCROW AGENT:
CHICAGO TITLE AND TRUST COMPANY
/s/ Naomi Weitzel
By: _________________________________
Name: Naomi Weitzel
Title: Assistant Vice President
8
<PAGE>
EXHIBIT 99.02
================================================================================
OPTION AND REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
UNITED STATES FILTER CORPORATION,
FLORENCE E. STOCKDALE, JAMES TIMOTHY STOCKDALE,
WILLIAM E. STOCKDALE III, JOHN CHRISTOPHER STOCKDALE,
MELODY S. WILLIAMSON AND KATHARINE S. PRICE
DATED AS OF
AUGUST 10, 1995
================================================================================
<PAGE>
OPTION AND REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
UNITED STATES FILTER CORPORATION,
FLORENCE E. STOCKDALE, JAMES TIMOTHY STOCKDALE,
WILLIAM E. STOCKDALE III, JOHN CHRISTOPHER STOCKDALE,
MELODY S. WILLIAMSON AND KATHARINE S. PRICE
DATED AS OF
AUGUST 10, 1995
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
1. Certain Definitions............................................................. 3
2. Restrictions on Transferability................................................. 3
3. Restrictive Legends............................................................. 4
4. Notice of Proposed Transfers.................................................... 4
5. Demand Registration............................................................. 5
6. Underwriting.................................................................... 5
7. Company Registration............................................................ 6
8. Expenses of Registration........................................................ 6
9. Indemnification................................................................. 7
10. Obligations of the Company...................................................... 8
11. Information by Holder........................................................... 9
12. Securities Law Compliance....................................................... 9
13. Standoff Agreement.............................................................. 9
14. Rule 144 Requirements........................................................... 9
15. Put Right and Call Offer........................................................ 10
16. Investment Representation....................................................... 11
17. Amendment....................................................................... 11
18. Notices......................................................................... 11
19. Transferability................................................................. 12
20. Governing Law................................................................... 12
21. Severability.................................................................... 12
22. Counterparts.................................................................... 12
</TABLE>
2
<PAGE>
OPTION AND REGISTRATION RIGHTS AGREEMENT
This Option and Registration Rights Agreement ("Agreement") is entered into
as of August 10, 1995 by and among United States Filter Corporation, a
Delaware corporation (the "Company"), Florence E. Stockdale, James Timothy
Stockdale, William E. Stockdale III, John Christopher Stockdale, Melody S.
Williamson and Katharine S. Price with reference to the shares of Common
Stock, $.01 par value (the "Common Stock"), of the Company.
1. Certain Definitions. As used in this Agreement, the following terms shall
have the following respective meanings:
"Commission" means the U.S. Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"Common Shares" means the 334,626 shares of Common Stock issued pursuant
to the Asset Purchase Agreement dated as of August 10, 1995 among U.S.
Filter/Ionpure, Inc., a Massachusetts corporation, the Purchasers and
Continental H\\2\\O Services, Inc., an Illinois corporation, as that number
shall be adjusted for adjustments to the purchase price pursuant thereto
and for stock splits, stock dividends, combinations, mergers or similar
recapitalizations on or after the date hereof (the "Purchase Agreement").
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Holder" means (i) the Purchasers, and (ii) any permitted assignee or
transferee of one or more of the Purchasers.
"Purchasers" means Florence E. Stockdale, James Timothy Stockdale,
William E. Stockdale III, John Christopher Stockdale, Melody S. Williamson
and Katharine S. Price.
"Registrable Securities" means the Common Shares; provided, however, that
Common Shares shall be treated as Registrable Securities only if and so
long as they have not been (i) sold in a public distribution or a public
securities transaction, or (ii) sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer restrictions and
restrictive legends with respect thereto are removed upon the consummation
of such sale.
"Register", "Registered" and "Registration" refer to a registration
effected by preparing and filing a registration statement pursuant to the
Securities Act, and the declaration or ordering of the effectiveness of
such registration statement by the Commission.
"Registration Expenses" means all expenses incurred by the Company in
complying with Sections 5, 7 and 10 hereof, including, without limitation,
all registration, qualification and filing fees, printing expenses, escrow
fees, fees and disbursements of counsel for the Company, blue sky fees and
expenses, and the expense of any special audits incident to or required by
any such registration (but excluding the compensation of regular employees
of the Company which shall be paid in any event by the Company).
"Restricted Securities" shall mean the Common Shares of the Company
required to bear the legend set forth in paragraph (a) of Section 3 hereof.
"Rule 144" shall mean Rule 144 promulgated by the Commission under the
Securities Act, as in effect at the time, or any successor rule or
regulation.
"Securities Act" shall mean the U.S. Securities Act of 1933, as amended,
or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities
registered by the Holders and all fees and disbursements of counsel for the
Holders.
2. Restrictions on Transferability. The Common Shares may be sold, assigned,
transferred or pledged only in accordance with the conditions specified in
this Agreement. Each Holder will cause any proposed
3
<PAGE>
purchaser, assignee, transferee or pledgee of Common Shares which would also
be deemed a Holder to agree to take and hold such Common Shares subject to the
provisions of this Agreement, including, without limitation, the restrictions
contained in Sections 12 and 13 hereof, as if they applied by their terms to
all Holders in their individual capacities, and shall furnish the Company with
copies of all transfer, assignment or pledge documents.
3. Restrictive Legends.
(a) Each certificate or instrument representing Common Shares or any
securities issued in respect of the Common Shares upon any stock split, stock
dividend, recapitalization, merger or similar event, shall (unless otherwise
permitted by the provisions of Section 4 below) bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
PLEDGED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN
OPINION OF COUNSEL (WHO MAY BE COUNSEL FOR THE COMPANY) REASONABLY
ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT AND ANY OTHER
APPLICABLE SECURITIES LAWS.
(b) Each certificate or instrument representing Common Shares shall also
bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS OF AN AGREEMENT BETWEEN CERTAIN STOCKHOLDERS AND THE
CORPORATION WHICH INCLUDES RESTRICTIONS ON CERTAIN SALES OF THE SECURITIES
AND AN OPTION TO PURCHASE THE SECURITIES BY THE COMPANY. COPIES OF THE
AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF UNITED
STATES FILTER CORPORATION.
(c) Each Holder consents to the Company's making a notation on its records
and giving instructions to any transfer agent of the Common Shares in order to
implement the restrictions on transfer established in this Agreement. The
legend placed on any certificate pursuant to Section 3(a) and any notations or
instructions with respect to the Common Shares represented by such certificate
will be promptly removed, and the Company will promptly issue a certificate
without such legend to the Holder of such Common Shares (i) if such Common
Shares are registered under the Securities Act in connection with a sale of
such Common Shares and a prospectus meeting the requirements of Section 10 of
the Securities Act is available, (ii) if the Holder thereof satisfies the
requirements of Rule 144(k), or (iii) if the Holder provides the Company with
an unqualified written opinion of legal counsel for the Holder of the Common
Shares, both such counsel and such opinion being reasonably satisfactory to
the Company, to the effect that a sale, transfer or assignment of the Common
Shares, may be made without registration under the Securities Act.
4. Notice of Proposed Transfers. The Holder of each certificate representing
Restricted Securities by acceptance thereof agrees to comply in all respects
with the provisions of this Section 4. Prior to any proposed sale, assignment,
transfer or pledge of any Restricted Securities, unless there is in effect a
registration statement under the Securities Act covering the proposed
transfer, the Holder thereof shall give written notice to the Company of such
Holder's intention to effect such transfer, sale, assignment or pledge. Each
such notice shall describe the manner and circumstances of the proposed
transfer, sale, assignment or pledge in sufficient detail, and shall be
accompanied at such Holder's expense by either (i) such unqualified written
opinion of legal counsel reasonably satisfactory to the Company, certificates
and other information as the Company may reasonably require to confirm that
the transfer complies with the restrictions provided for in the legend
contemplated by Section 3(a) or (ii) a "no action" letter from the Commission
to the effect that the transfer of such securities without registration will
not result in a recommendation by the staff of the Commission that action be
taken with respect thereto, whereupon the Holder of such Restricted Securities
shall be entitled to transfer such Restricted Securities in accordance with
the terms of its notice to the Company. The Company will not require such a
legal opinion or "no action" letter in any transaction which complies with
Rule 144. Each certificate evidencing the
4
<PAGE>
Restricted Securities transferred as above provided shall bear, except if such
transfer is made pursuant to Rule 144, the appropriate restrictive legend set
forth in Section 3(a) above, except that such certificate shall not bear such
restrictive legend if in the opinion of counsel for such Holder and the
Company such legend is not required in order to establish compliance with any
provisions of the Securities Act.
5. Demand Registration. If the Company shall receive from one or more
Purchasers a written request that the Company effect any registration with
respect to at least 200,000 shares of Registrable Securities, the Company
will:
(a) promptly give written notice of the proposed registration to all other
Holders; and
(b) file a registration statement (on Form S-3 or successor form) with the
Commission within 120 days after the initiating Purchaser's request and use
its best efforts to effect such registration (including, without limitation,
the execution of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities
Act) as would permit or facilitate the sale and distribution of such
Registrable Securities as are specified in such request, together with all
Registrable Securities of any Holder or Holders joining in such request as are
specified in a written request received by the Company within 30 days after
receipt of such written notice from the Company;
Provided, however, that the Company shall not be obligated to take any
action to effect any such registration, qualification or compliance pursuant
to this Section 5:
(i) In any particular jurisdiction in which the Company would be required
to execute a general consent to service of process in effecting such
registration, qualification or compliance unless the Company is already
subject to service in such jurisdiction and except as may be required by
the Securities Act;
(ii) If, at such time as a request for registration pursuant to this
Section 5 is pending, the Company has already effected one such
registration pursuant to this Section 5, and such registration has been
declared or ordered effective;
(iii) During the period starting with the date 60 days prior to the
filing of, and ending on a date three months following the effective date
of, a registration statement (other than with respect to a registration
statement relating to a Rule 145 transaction, an offering solely to
employees or any other registration which is not appropriate for the
registration of Registrable Securities); or
(iv) In the circumstances set forth in Section 10(b).
6. Underwriting. The right of any Holder to registration pursuant to Section
5 shall be conditioned upon such Holder's participation in any underwriting
arrangements required by the Holders pursuant to this Section 6. If the
initiating Purchaser proposes to distribute such Purchaser's Registrable
Securities pursuant to Section 5 hereof by means of an underwritten public
offering, the Company (together with all Holders proposing to distribute their
securities through such underwriting) shall enter into an underwriting
agreement in customary form satisfactory to the Company and the participating
Holders with the managing underwriter selected for such underwriting by the
participating Holders (which managing underwriter shall be reasonably
acceptable to the Company). Notwithstanding any other provision of Section 5,
if the managing underwriter advises the participating Holders in writing that
marketing factors require a limitation of the number of shares to be
underwritten, then the number of shares of Registrable Securities that may be
included in the registration and underwriting shall be allocated among all
participating Holders thereof in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities held by such Holders at the time
of filing the registration statement; provided, however, that the Holders
shall not be required to limit the Registrable Securities to be included
unless and until the Company, if applicable, and all of the registrable shares
of all other security holders of the Company with piggyback registration
rights have been excluded from such registration. No Registrable Securities
excluded from the underwriting by reason of the underwriter's marketing
limitation shall be included in such registration.
5
<PAGE>
If any participating Holder of Registrable Securities disapproves of the
terms of the underwriting, such person may elect to withdraw therefrom by
written notice to the Company, the managing underwriter and the participating
Holders. If by the withdrawal of such Registrable Securities a greater number
of Registrable Securities held by other Holders may be included in such
registration (up to the maximum of any limitation imposed by the
underwriters), then the Company shall offer to all Holders who have included
Registrable Securities in the registration the right to include additional
Registrable Securities in the same proportion used in determining the
underwriter limitation in this Section 6.
7. Company Registration.
(a) Notice of Registration. Subject to Section 10(b) hereof, if, at any
time or from time to time, the Company shall determine to register any of its
Common Stock, either for its own account or the account of a security holder
or holders exercising their respective demand registration rights, other than
a registration relating solely to employee benefit plans or a registration
relating solely to a Securities Act Rule 145 transaction, the Company will (i)
promptly give to each Holder written notice thereof, and (ii) include in such
registration (and any related qualification under blue sky laws or other
compliance), and (subject to this Section 7) in any underwriting involved
therein, all the Registrable Securities specified in a written request or
requests made by any Holder within 30 days after its receipt of such written
notice from the Company; provided, however, that in no event shall the Holders
have the right, unless the Company or the security Holders exercising their
demand registration rights, if applicable, otherwise agree, to include in such
registration Registrable Securities amounting to more than 10% of the total
number (or total value, according to the respective offering prices) of all
securities to be included in such registration.
(b) Underwriting. If the registration of which the Company gives notice is
for a registered public offering involving an underwriting, the Company shall
so advise the Holders as a part of the written notice given pursuant to
Section 7(a)(i). In such event the right of any Holder to registration
pursuant to this Section 7 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting to the extent provided herein. All Holders proposing to
distribute all or a portion of their securities through such underwriting
shall (together with the Company and the other holders distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting by
the Company (or by the Holders who have demanded such registration).
Notwithstanding any other provision of this Section 7, if the managing
underwriter determines that marketing factors require a limitation of the
number of shares to be underwritten, the managing underwriter may limit the
Registrable Securities to be included in such registration. The Company shall
so advise all Holders and the other holders distributing their securities
through such underwriting pursuant to piggyback registration rights similar to
this Section 7, and the number of shares of Registrable Securities and other
securities that may be included in the registration and underwriting by such
Holders and such other holders shall be reduced by the number of shares
determined by the managing underwriter not to be included in such
registration, such cutback to be allocated among all Holders and other holders
in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by such Holders and other securities held by such
other holders. If any Holder or other holder disapproves of the terms of any
such underwriting, he may elect to withdraw therefrom by written notice to the
Company and the managing underwriter.
(c) Right to Terminate Registration. The Company shall have the right to
terminate or withdraw any registration initiated by it under this Section 7
prior to the effectiveness of such registration whether or not any Holder has
elected to include securities in such registration.
8. Expenses of Registration. All Registration Expenses incurred in
connection with any registration pursuant to Sections 5 or 7 shall be borne by
the Company, provided, however, that the Company shall not be required to pay
the Registration Expenses of any registration proceeding begun pursuant to
Section 5, the request of which has been subsequently withdrawn by the
Holders, in which event the Holders of Registrable Securities to have been
registered shall bear all such Registration Expenses pro rata on the basis of
the number of Registrable Securities to have been registered. Unless otherwise
stated, all other Selling Expenses relating to
6
<PAGE>
securities registered on behalf of the Holders shall be borne by the Holders
of the Registrable Securities pro rata on the basis of the number of shares so
registered.
9. Indemnification.
(a) The Company will indemnify each Holder, each of its officers, directors,
partners, employees and agents and each person controlling such Holder within
the meaning of Section 15 of the Securities Act, with respect to which
registration, qualification or compliance has been effected pursuant to this
Agreement, against all expenses, claims, losses, damages or liabilities (or
actions in respect thereof), including any of the foregoing incurred in
settlement of any litigation, commenced or threatened, arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any registration statement, prospectus, offering circular or
other document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading, or any violation by the
Company of any rule or regulation promulgated under the Securities Act or any
other federal, state or common law rule or regulation applicable to the
Company in connection with any such registration, qualification or compliance,
and the Company will reimburse each such Holder, each of its officers,
directors, employees and agents and each person controlling such Holder for
any legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability
or action, provided that the Company will not be liable in any such case to
the extent that any such claim, loss, damage, liability or expense arises out
of or is based on any untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with written information
furnished to the Company by such Holder or controlling person.
(b) Each Holder will, if Registrable Securities held by such Holder are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers, each underwriter, if any, of the Company's securities covered by
such a registration statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, and each
other such Holder, each of its officers and directors and each person
controlling such Holder within the meaning of Section 15 of the Securities
Act, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Company, such Holders, such directors, officers, persons,
underwriters or control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by such Holder.
(c) Each party entitled to indemnification under this Section 9 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such
claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement unless the failure
to give such notice is materially prejudicial to an Indemnifying Party's
ability to defend such action. No Indemnifying Party, in the defense of any
such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnified Party of a release from all liability in
respect to such claim or litigation.
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<PAGE>
(d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which any Holder of
Registrable Securities exercising rights under this Agreement, or any
controlling person of any such Holder, makes a claim for indemnification
pursuant to this Section 9 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 9 provides for indemnification in such case, then, the
Company and such Holder will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from
others) in such proportion so that such Holder is responsible for the portion
represented by the percentage that the public offering price of its
Registrable Securities offered by the registration statement bears to the
public offering price of all securities offered by such registration
statement; and the Company is responsible for the remaining portion; provided,
however, that, in any such case, (A) no such Holder will be required to
contribute any amount in excess of the public offering price of all such
Registrable Securities offered by it pursuant to such registration statement;
and (B) no person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
10. Obligations of the Company.
(a) Whenever required under this Agreement to effect the registration of any
Registrable Securities, the Company shall, as expeditiously as reasonably
possible:
(i) Prepare and file with the Commission a registration statement with
respect to such Registrable Securities and use its diligent best efforts to
cause such registration statement to become effective, and, upon the
request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for up to
120 days.
(ii) Prepare and file with the Commission such amendments and supplements
to such registration statement as may be necessary (A) to update and keep
such registration statement effective as provided in Section 10(a)(i)
above, (B) to comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration statement
and (C) to reflect a modification in the manner of distribution of the
Registrable Securities and, to the extent that such distribution is
modified to employ an underwriter, to amend the registration statement in
the manner required by such underwriter. Notwithstanding anything else to
the contrary contained herein, the Company shall not be required to
disclose in any prospectus prepared pursuant to Section 5 or 7 hereof any
confidential information concerning pending events, transactions or
conditions not otherwise required to be disclosed by applicable securities
laws.
(iii) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of
the Securities Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by
them.
(iv) Use its best efforts to register and qualify the securities covered
by such registration statement under such other securities or blue sky laws
of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or
as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions unless it
is already subject to such jurisdiction.
(v) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.
(vi) Notify each Holder of Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein
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<PAGE>
or necessary to make the statements therein not misleading in the light of
the circumstances under which the prospectus is used.
(b) The Company shall not be obligated to effect a registration under
Section 5 or include any Holder in a registration as provided in Section 7 if,
within 90 days after an initiating Purchaser's request under Section 5 or at
any time prior to the filing of a registration statement as contemplated in
Section 7, the Company shall have delivered to the initiating Purchaser making
the written request under Section 5 or to the Holders making requests under
Section 7, as the case may be, a written opinion, reasonably satisfactory to
such initiating Purchaser or to the Holders of a majority of the Registrable
Securities requested to be included in a registration pursuant to Section 7,
of Kirkpatrick & Lockhart, LLP or other legal counsel reasonably satisfactory
to such respective persons, to the effect that the Registrable Securities
which are the subject of the request under Section 5 or which would otherwise
be included in the registration as contemplated by Section 7 may be sold
without registration and without compliance with paragraphs (c), (e), (f) or
(h) of Rule 144.
11. Information by Holder. The Holder or Holders of Registrable Securities
included in any registration shall furnish to the Company such information
regarding such Holder or Holders, the Registrable Securities held by them and
the distribution proposed by such Holder or Holders as the Company may request
in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.
12. Securities Law Compliance.
(a) The Holder or Holders of Registrable Securities included in any
registration pursuant to this Agreement covenant that they will comply with
the Securities Act and with the Exchange Act with respect to any such
registration, recognizing that under certain circumstances set forth in
Section 10(a)(vi) hereof, the Company may notify such Holder or Holders that
the registration statement is not then current.
(b) The Holders agree that, immediately upon receipt of a notification as
referred to in subparagraph (a) of this Section 12, they will refrain from
selling Registrable Securities under a registration statement filed pursuant
to Sections 5 or 7 of this Agreement until (i) subsequently notified by the
Company that the registration is current or (ii) receipt of a favorable
opinion of counsel as hereinbelow provided. The Company agrees that it will
consult with the Holders following the giving of any such notification, and
that in the event the Holders are of the view that their securities could be
sold in compliance with the Securities Act and the Exchange Act without
disclosure of the nonpublic information which is the subject of the
notification, the parties hereto agree to be bound by an opinion of
Kirkpatrick & Lockhart, LLP or other counsel reasonably satisfactory both to a
majority of the Holders and to the Company as to whether such sales can be
made without violation of the Securities Act or the Exchange Act.
13. Standoff Agreement. Each Holder agrees in connection with any
registration of the Company's securities that, upon request of the
underwriters managing any underwritten offering of the Company's securities,
not to sell, make any short sale of, loan, grant any option for the purchase
of, or otherwise dispose of any Registrable Securities (other than those
included in such registration), except in a private sale or transfer, without
the prior written consent of the Company or such underwriters, as the case may
be, for such period of time (not to exceed 180 days) from the effective date
of such registration as may be requested by the Company or such managing
underwriters.
14. Rule 144 Requirements. The Company agrees to:
(a) comply with the requirements of Rule 144(c) with respect to current
public information about the Company;
(b) use its best efforts to file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act
and the Exchange Act; and
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<PAGE>
(c) furnish to any Holder of Registrable Securities upon request (i) a
written statement by the Company as to its compliance with the requirements of
Rule 144(c), and the reporting requirements of the Securities Act and the
Exchange Act, (ii) a copy of the most recent annual or quarterly report of the
Company, and (iii) such other reports and documents of the Company as such
Holder may reasonably request to avail itself of any similar rule or
regulation of the Commission allowing itself to sell any such securities
without registration.
15. Put Right and Call Offer.
(a) Subject to Section 15(b) below, each Purchaser shall have the right to
sell (a "Put Right") during the Put Right Exercise Period (as defined below),
and upon exercise of that right the Company shall purchase, all or any portion
of the Common Shares then owned by such Purchaser at a purchase price per
share equal to 100% of the Average Specified Price during the Put Right
Exercise Period (as defined below). If the Put Right is not duly exercised
during the Put Right Exercise Period, it shall expire at the end of the Put
Right Exercise Period. A Put Right may be exercised only once by each
Purchaser.
(b) The Company may offer to purchase from each Purchaser or from all of the
Purchasers (a "Call Offer") during the Call Offer Period all or any portion of
the Common Shares then owned by such Purchasers at a purchase price equal to
110% of the Average Specified Price (as defined below). The Purchasers may, at
their option, accept such Call Offer upon written notice delivered to the
Company within twenty business days after notice of the Call Offer is given to
the Purchasers. If any Purchaser does not duly accept the Call Offer in
accordance with the terms of the Call Offer and this Agreement, or if any such
Purchaser accepts the Call Offer but subsequently does not sell to the Company
the Common Shares agreed to be sold by such Purchaser to the Company within
the period provided for in this Section 15, then both the Call Offer and all
rights of the Purchasers under Section 15(a) with respect to the shares
subject to such Call Offer shall then immediately expire and be of no further
force and effect.
(c) The "Average Specified Price" for each Common Share subject to a Put
Right or a Call Offer shall be $20.91875, which is equal the average of the
closing price for a Common Share as reported by the New York Stock Exchange
for each of the twenty trading days ending on the fifth to the last trading
day preceding the date of this Agreement. The "Put Right Exercise Period"
shall be the 30-day period commencing on the first anniversary date of this
Agreement. The "Call Offer Period" shall be the one-year period commencing on
the date of this Agreement. A Put Right may be exercised and a Call Offer may
be made only by written notice to the Company or the Purchasers, as the case
may be, and such notice shall contain the number of Common Shares to be
purchased and the identity of the Purchaser selling such Common Shares. The
purchase price payable upon purchase and sale of the Common Shares subject to
a Put Right or Call Offer hereunder shall be paid in cash on the Closing Date
(as defined below).
(d) In the event that a Put Right is exercised or a Call Offer is made with
reference to Common Shares that are held in escrow pursuant to that certain
Indemnity Escrow Agreement dated the date hereof among the Company, the
Purchasers, Chicago Title and Trust Company (or successor trustee; "Escrow
Agent"), and Continental H\\2\\O Service, Inc., an Illinois corporation (the
"Indemnity Escrow Agreement"), then all proceeds payable upon the purchase and
sale of the Common Shares subject to such Put Right or Call Offer shall be
delivered to the Escrow Agent to be held in Trust under the terms of the
Indemnity Escrow Agreement; provided, however, that if a Call Offer is made
with reference to Common Shares in Trust under the Indemnity Escrow Agreement,
then only so much of the proceeds thereof that equals 100% of the Average
Specified Price for such shares shall be delivered to the Escrow Agent to be
held in Trust under the terms of the Indemnity Escrow Agreement and the
remaining net proceeds thereof shall be distributed to the Purchasers on a Pro
Rata Basis (as defined in the Purchase Agreement).
(e) In the event of an exercise of a Put Right or the making of a Call
Offer, the parties to such transaction shall mutually determine a closing date
(a "Closing Date") which shall not be more than 30 days, subject to any
applicable regulatory waiting periods, after the date the Put Right is
exercised or Call Offer is made, as the case may be, or if any such day is not
a business day, then the first business day thereafter. Such closing
("Closing")
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<PAGE>
shall be held at 11:00 a.m., local time, at the principal executive office of
the Company, or at such other time or place as the parties may agree. On the
Closing Date of a purchase of Common Shares pursuant to this Section, the
Purchasers shall deliver to the Company certificates, with stock powers duly
endorsed in blank, representing the Common Shares to be purchased. In
addition, if the person selling the Shares is the personal representative of a
deceased Purchaser, the personal representative shall also deliver to the
Company (i) copies of letters testamentary or letters of administration
evidencing his appointment and qualification, (ii) a certificate issued by the
Internal Revenue Service pursuant to Section 6325 of the Internal Revenue Code
of 1986, as amended (the "Code"), discharging the Common Shares being sold
from liens imposed by the Code (or, if it is not possible to obtain such
certificate by the Closing Date, the sale of such Common Shares may be
consummated and the proceeds placed in escrow pending receipt thereof), and
(iii) an estate tax waiver issued by the state of the decedent's domicile.
16. Investment Representation. Each Purchaser represents and warrants to the
Company that he or she is acquiring the Common Shares for investment only and
not with a view to or in connection with any resale or distribution of the
Common Shares, and hereby affirms that he or she has no present intention of
making any sale, assignment, pledge, gift, transfer or other disposition of
the Common Shares or any interest therein. Each Purchaser represents and
warrants to the Company that, either (i) his or her current personal net
worth, including that of his or her spouse, exceeds $1,000,000, or (ii) (A)
his or her total individual income, in each of calendar year 1993 and 1994
exceeded $200,000 or total joint income with his or her spouse in each of
those years exceeded $300,000, and (B) he or she reasonably expects that his
or her total individual income for calendar year 1995 will exceed $200,000 or
that his or her total joint income with his or her spouse for calendar year
1995 will exceed $300,000.
17. Amendment. Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of
the Company and the Holders of a majority of the Registrable Securities then
outstanding and held by Holders. Any amendment or waiver effected in
accordance with this Section shall be binding upon each Holder of any
Registrable Securities then outstanding, each future Holder of all such
Registrable Securities, and the Company.
18. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand, courier service, United States mail or by facsimile,
addressed as follows:
(i) if to the Corporation, to:
United States Filter Corporation
73-710 Fred Waring Drive
Suite 222
Palm Desert, CA 92260, U.S.A.
Attn: Chief Executive Officer
Telecopy: 619-341-9368
with a copy to:
Donald L. Bergmann, Esq.
Vice President and General Counsel
United States Filter Corporation
110 Washington Avenue
North Haven, CT 06473
Telecopy: 203-234-0171
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<PAGE>
(ii) if to Purchasers, to:
Mr. James Timothy Stockdale
2660 South 17th Avenue
Broadview, IL 60153
Telecopy: 708-345-8006
or to such other address of a party of which such party has given notice to
the other parties pursuant to this Section.
19. Transferability. Notwithstanding any provision contained in this
Agreement to the contrary, it is acknowledged and agreed by the Purchasers
that their respective rights and benefits under Section 15 are rights and
benefits personal to the Purchasers and may not be assigned or transferred to
or held for the benefit of any other person, other than by will and by
operation of intestate distribution law, including the laws of descent and
distribution.
20. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws (other than those with respect to choice of law) of
the State of Delaware. Each of the parties hereto agrees that all claims in
any action or proceeding arising out of or related to this Agreement may be
heard and determined in any Delaware state court or federal court sitting in
the State of Delaware.
21. Severability. The provisions of this Agreement are severable, and in the
event that any one or more provisions are deemed illegal or unenforceable, the
remaining provisions shall remain in full force and effect.
22. Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
UNITED STATES FILTER CORPORATION
By: /s/ John S. Swartley
___________________________________
/s/ Florence E. Stockdale
_____________________________________
Florence E. Stockdale
/s/ James Timothy Stockdale
_____________________________________
James Timothy Stockdale
/s/ William E. Stockdale III
_____________________________________
William E. Stockdale III
/s/ John Christopher Stockdale
_____________________________________
John Christopher Stockdale
/s/ Melody S. Williamson
_____________________________________
Melody S. Williamson
/s/ Katharine S. Price
_____________________________________
Katharine S. Price
13
