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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 23, 1996
United States Filter Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-10728 33-0266015
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40-004 Cook Street, Palm Desert, California 92211
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 619-340-0098
Page 1 of 6 pages.
Exhibit Index Appears on Page 5.
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Item 2. Acquisition or Disposition of Assets.
On August 23, 1996, USF/DWW Acquisition Corporation, a
Delaware Corporation ("Sub") and a wholly-owned subsidiary of
United States Filter Corporation, a Delaware corporation (the
"Company") merged (the "Merger") with and into Davis Water &
Waste Industries, Inc., a Georgia corporation ("DWW"), pursuant
to the Agreement and Plan of Merger dated as of June 10, 1996, as
amended as of July 10, 1996, among the Company, Sub and DWW (the
"Merger Agreement"). DWW was the surviving corporation in the
Merger, becoming a wholly-owned subsidiary of the Company. The
Company intends to continue the historic business of DWW. The
Merger was accounted for as a pooling-of-interests.
Pursuant to the Merger Agreement, each shareholder of
common stock of DWW ("DWW Common Stock") received the right to
exchange each share of DWW Common Stock for 1.3995 shares of
common stock of the Company (the "Merger Consideration"). The
Merger Consideration was determined by arms' length negotiations
between representatives of DWW and the Company. In lieu of
fractional shares, each shareholder of DWW Common Stock was
entitled to receive a pro-rated cash payment, based on the price
of one share of common stock of the Company as of August 23,
1996.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The following financial statements are
incorporated herein by reference to Item 2 of the
Company's Current Report on Form 8-K dated as of June
27, 1996:
Index to Davis Water & Waste Industries, Inc.
Consolidated Financial Statements;
Report of Independent Accountants;
Management's Responsibility for Financial
Statements;
Consolidated Statement of Operations for the Years
ended April 30, 1996, 1995 and 1994;
Consolidated Balance Sheet as of April 30, 1996
and 1995;
Consolidated Statement of Stockholders' Equity for
the years ended April 30, 1996, 1995 and 1994;
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Consolidated Statement of Cash Flows for the years
ended April 30, 1996, 1995 and 1994; and
Notes to Consolidated Financial Statements.
(b) Pro Forma Financial Information.
The following pro forma financial information is
incorporated herein by reference to Item 2 of the
Company's Current Report on Form 8-K dated as of June
27, 1996:
Unaudited Pro Forma Combined Consolidated Balance
Sheet as of March 31, 1996;
Unaudited Pro Forma Combined Consolidated
Statements of Operations for the years ended March
31, 1996, 1995 and 1994; and
Notes to Pro Forma Combined Consolidated Financial
Information.
Pro forma financial information as of June 30,
1996 and for the quarter then ended is not filed
herewith in accordance with Item 7(a)(4). The Company
will either file such pro forma financial information
as an amendment to this Form 8-K on or before November
8, 1996 or will file its Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996 on or prior to
such date which will reflect the acquisition accounted
for as a pooling of interests.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated
as of June 10, 1996, incorporated
by reference to the Company's
Current Report on Form 8-K dated as
of June 10, 1996
2.2 Amendment to Agreement and Plan of
Merger dated as of July 10, 1996,
incorporated by reference to the
Company's Registration Statement on
Form S-4 (No. 333-08223)
99.1 Press Release dated August 23, 1996
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
United States Filter Corporation
Date: September 9, 1996 By: /s/ Damian C. Georgino
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Damian C. Georgino
Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of
Merger dated as of
June 10, 1996*
2.2 Amendment to Agreement
and Plan of Merger
dated as of July 10,
1996**
99.1 Press Release dated
August 23, 1996
* Incorporated by reference to the Company's
Current Report on Form 8-K dated as of June
10, 1996
** Incorporated by reference to the Company's
Registration Statement on Form S-4 (No.
333-08223)
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Exhibit 99.1
UNITED STATES FILTER CORPORATION
ANNOUNCES COMPLETION OF THE ACQUISITION OF
DAVIS WATER & WASTE INDUSTRIES, INC.
PALM DESERT, CALIFORNIA, August 23, 1996, -- United States
Filter Corporation (NYSE: USF) announced today that it has
completed the acquisition of Davis Water & Waste Industries, Inc.
(NYSE: DWW). Davis shareholders will receive 1.3995 shares of
U.S. Filter common stock for each share of Davis common stock.
The exchange ratio reflects an adjustment for a three-for-two
U.S. Filter stock split effected on July 15, 1996.
Davis manufactures and markets products relating to the
distribution of water and the treatment of water and wastewater.
Davis also designs, engineers, manufactures, sells and installs
water and wastewater treating and pumping equipment, and
distributes certain process materials used to treat water and
wastewater to comply with applicable health and water quality
standards. Davis' products are sold from 32 distribution and
sales facilities located principally in the southeastern,
southwestern and western areas of the United States.
With annualized revenues of over $600 million, U.S. Filter
is a leading global provider of industrial and commercial water
and wastewater treatment systems and services. With corporate
offices in Palm Desert, California, U.S. Filter services its
customers and substantial installed base of systems through its
worldwide network of 124 sales and service facilities, including
19 manufacturing plants and 35 regeneration facilities. The
Company's technologies are driven by over 500 active
international patents. In addition, U.S. Filter is the leading
international provider of service deionization and outsourced
water services, including the operation of water purification and
wastewater treatment systems at customer sites.
