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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED STATES FILTER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0266015
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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)
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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)
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Copies to:
JANICE C. HARTMAN NICHOLAS P. SAGGESE
KIRKPATRICK & LOCKHART LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1500 OLIVER BUILDING 300 SOUTH GRAND AVENUE, SUITE 3400
PITTSBURGH, PENNSYLVANIA 15222 LOS ANGELES, CALIFORNIA 90071
(412) 355-6500 (213) 687-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable 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. [X] File No. 333-14281
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
REGISTERED REGISTERED(1)(2) PER UNIT(3) PRICE(3) REGISTRATION FEE
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Convertible Subordinated
Notes due 2001......... $69,000,000 100% $69,000,000 $20,910
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Common Stock, par value
$.01 per share......... 1,746,835 shares -- -- --
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(1) Includes $9,000,000 principal amount of Convertible Subordinated Notes due
2001 which may be issued upon exercise of an over-allotment option.
(2) The number of shares of Common Stock indicated is based on an initial
conversion price of $39.50 per share. There are also registered hereunder
such additional indeterminate number of shares of Common Stock, par value
$.01 per share, of United States Filter Corporation as may become issuable
upon conversion of the Convertible Subordinated Notes due 2001 by reason of
adjustments in the conversion rate.
(3) Estimated solely for the purpose of calculating the registration fee.
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EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act of
1933, as amended. The contents of Registration Statement No. 333-14281, as
amended by Amendments No. 1, 2 and 3 thereto, including any prospectuses filed
pursuant thereto in accordance with Rule 424 promulgated under said Securities
Act, and each of the documents incorporated or deemed to be incorporated by
reference therein, are hereby incorporated herein by reference.
The registrant hereby certifies that (i) it has instructed The First
National Bank of Boston to transmit to the Commission's account by wire transfer
of immediately available funds the additional fee specified on the facing sheet
hereof relating to the additional amount of convertible subordinated notes being
registered hereby; (ii) the registrant will not revoke such instructions; and
(iii) the registrant has sufficient funds to cover the amount of such filing
fee. The registrant undertakes to confirm the receipt of such instruction by The
First National Bank of Boston on the business day following the date hereof.
2
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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 the 11th day of
December, 1996.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
____________________________
Richard J. Heckmann
Chairman of the Board,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ Richard J. Heckmann Chairman of the Board, December 11, 1996
- ------------------------------------ President and Chief
Richard J. Heckmann Executive Officer
(Principal Executive
Officer) and a Director
/s/ Kevin L. Spence Vice President and Chief December 11, 1996
- ------------------------------------ Financial Officer
Kevin L. Spence (Principal Financial and
Accounting Officer)
* Executive Vice President and December 11, 1996
- ------------------------------------ a Director
Michael J. Reardon
* Senior Vice President and a December 11, 1996
- ------------------------------------ Director
Tim L. Traff
* Director December 11, 1996
- ------------------------------------
James E. Clark
Director December 11, 1996
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John L. Diederich
* Director December 11, 1996
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Robert S. Hillas
* Director December 11, 1996
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Arthur B. Laffer
* Director December 11, 1996
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Alfred E. Osborne, Jr.
* Director December 11, 1996
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J. Danforth Quayle
* Director December 11, 1996
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C. Howard Wilkins, Jr.
By: /s/ Damian C. Georgino December 11, 1996
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Damian C. Georgino
Attorney-In-Fact
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EXHIBIT INDEX
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EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
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5.1 Opinion of Damian C. Georgino...........................
23.1 Consent of KPMG Peat Marwick LLP and KPMG Audit Plc.....
23.2 Consent of Price Waterhouse LLP.........................
23.3 Consent of Ernst & Young LLP............................
23.4 Consent of Arthur Andersen LLP..........................
23.5 Consent of Damian C. Georgino (included in Exhibit 5.1).
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Exhibit 5.1
December 11, 1996
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of 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 filed
by the Company on December 11, 1996 (the "Registration Statement") with the
United States Securities and Exchange Commission pursuant to the United States
Securities Act of 1933, as amended (the "Act"), with respect to an aggregate of
up to $69,000,000 in Convertible Subordinated Notes due 2001 (the "Notes"),
convertible into shares of common stock of the Company, par value $.01 per
share (the "Common Stock").
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 other 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 issuance of the
Notes and the shares of Common Stock into which the Notes are convertible has
been duly authorized by the Company, and if and when sold by the Company as
contemplated by the Prospectus incorporated by reference in the Registration
Statement and, in the case of the shares of Common Stock, upon conversion in
accordance with the terms of the Notes, each will be validly issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. I also consent to the reference under the
caption "Legal Matters" in the Prospectus incorporated by reference in the
Registration Statement. In giving this consent, I do not thereby admit that I am
included in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.
Yours truly,
/s/ Damian C. Georgino
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
United States Filter Corporation
We consent to the use of our reports included herein and the reference to
our firm under the heading "Independent Certified Public Accountants" in the
Prospectus.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Orange County, California
December 11, 1996
To the Board of Directors and Shareholders
United States Filter Corporation
We consent to the use of our reports included herein and the reference to
our firm under the heading "Independent Certified Public Accountants" in the
Prospectus.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Chicago, Illinois
December 11, 1996
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
To the Board of Directors and Shareholders
United Utilities PLC
We consent to the use of our report dated 16 October 1996 relating to the
aggregated financial statements of the United Utilities PLC Process Division
as of 31 March 1996 and 1995 and for each of the years in the two year period
ended 31 March 1996 and the reference to our firm under the heading
"Independent Certified Public Accountants" in the prospectus to be dated 11
December 1996.
/s/KPMG Audit Plc
KPMG Audit Plc
Chartered Accountants Manchester
Registered Auditors 11 December 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use 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 such Prospectus. We
also consent to the reference to us under the heading "Independent Certified
Public Accountants" in such Prospectus.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Atlanta, Georgia
December 11, 1996
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EXHIBIT 23.3
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
$69,000,000 of convertible subordinated notes 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.
/s/ Ernst & Young LLP
Ernst & Young LLP
Minneapolis, Minnesota
December 11, 1996
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EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 8, 1996
included in United States Filter Corporation's Report on Form 8-K dated
November 6, 1996 and to all references to our Firm included in this
registration statement.
/s/Arthur Andersen LLP
Arthur Andersen LLP
Minneapolis, Minnesota
December 11, 1996
