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Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
UNITED STATES FILTER CORPORATION
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(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
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(Address of principal executive offices) (Zip Code)
1991 EMPLOYEE STOCK OPTION PLAN
1991 DIRECTORS STOCK OPTION PLAN
-------------------------------
(Full title of the plan)
Damian C. Georgino, Esq.
Vice President, General Counsel & Secretary
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
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(Name and address of agent for service)
(619) 340-0098
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Title of offering maximum
securities Amount to price aggregate Amount of
to be be per offering registration
registered registered share(1) price fee
Common Stock, 1,125,000 $33.1875 $37,335,938 $11,314
par value shares
$.01 per
share
1991 Employee
Stock Option 750,000
Plan shares
1991
Directors 375,000
Stock Option shares
Plan
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). The fee is calculated
on the basis of the average of the high and low prices for the
Common Stock of United States Filter Corporation on November 7,
1996 as reported on the New York Stock Exchange Composite Tape.
The earlier Registration Statements on Form S-8 filed by
United States Filter Corporation (the "Registrant") with the
Securities and Exchange Commission (the "Commission") on July 8,
1992 (File No. 33-49382), December 31, 1992 (File No. 33-56744),
December 23, 1993 (File No. 33-73542), August 4, 1994 (File No.
33-82424), February 22, 1995 (File No. 33-89662) and October 10,
1995 (File Nos. 33-63285 and 33-63287), pertaining to the
Registrant's 1991 Employee Stock Option Plan and 1991 Directors
Stock Option Plan, are hereby incorporated by reference. This
incorporation is made pursuant to General Instruction E of Form
S-8 regarding the registration of additional securities of the
same class as other securities for which there has been filed a
Registration Statement on Form S-8 relating to the same employee
benefit plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
Exhibit No. Description
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4.1 Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3 to the
Registrant's Annual Report on Form 10-K, dated
June 28, 1996, for the year ended March 31, 1996
(File No. 1-10728)).
5.1 Opinion of Damian C. Georgino, Esq., regarding the
legality of the securities registered hereunder.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Damian C. Georgino, Esq. (included in
the Opinion filed as Exhibit 5.1).
II - 1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 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 this 12th day of November, 1996.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
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Richard J. Heckmann
Chairman of the Board,
Chief Executive Officer
and President
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of United States Filter Corporation hereby
constitutes and appoints Richard J. Heckmann and Damian C.
Georgino, and each of them, his true and lawful attorneys-in-fact
and agents, for him and in his name, place and stead, in any and
all capacities, to sign one or more amendments to this
Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including post-effective amendments and other
related documents, and to file the same with the Securities and
Exchange Commission under said Act, hereby granting power and
authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully as
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 may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement and the foregoing Power
of Attorney have been signed by the following persons in the
capacities and on the date(s) indicated:
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Signature Capacity Date
/s/ Richard J. Heckmann Chairman of the November 12,
-------------------------- Board, Chief 1996
Richard J. Heckmann Executive Officer
and President
/s/ Kevin L. Spence Vice President and November 12,
-------------------------- Chief Financial 1996
Kevin L. Spence Officer (Principal
Accounting Officer)
/s/ Michael J. Reardon Executive Vice November 12,
-------------------------- President and a 1996
Michael J. Reardon Director
/s/ Tim L. Traff Senior Vice November 12,
-------------------------- President and a 1996
Tim L. Traff Director
/s/ James E. Clark Director November 12,
-------------------------- 1996
James E. Clark
/s/ John L. Diederich Director November 12,
-------------------------- 1996
John L. Diederich
/s/ Robert S. Hillas Director November 12,
-------------------------- 1996
Robert S. Hillas
/s/ Arthur B. Laffer Director November 12,
-------------------------- 1996
Arthur B. Laffer
/s/ Alfred E. Osborne, Jr. Director November 12,
-------------------------- 1996
Alfred E. Osborne, Jr.
/s/ J. Danforth Quayle Director November 12,
-------------------------- 1996
J. Danforth Quayle
/s/ C. Howard Wilkins, Jr. Director November 12,
-------------------------- 1996
C. Howard Wilkins, Jr.
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EXHIBIT INDEX
Exhibit Sequential Page
No. Description Number
4.1 Restated Certificate of
Incorporation, as amended
(incorporated by reference to
Exhibit 3 to the Registrant's
Annual Report on Form 10-K, dated
June 28, 1996, for the year ended
March 31, 1996 (File No. 1-
10728)).
5.1 Opinion of Damian C. Georgino,
Esq., regarding the legality of
the securities registered
hereunder.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Damian C. Georgino,
Esq. (included in the Opinion
filed as Exhibit 5.1).
Exhibit 5.1
November 13, 1996
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am general counsel of United States Filter Corporation
(the "Company") and I have acted as counsel for the Company in
connection with the preparation of the Form S-8 Registration
Statement to be filed by the Company with the Securities and
Exchange Commission for the registration under the Securities Act
of 1933, as amended, of an additional 1,125,000 shares of the
Company's common stock, par value $.01 per share (the "Shares"),
which are to be offered from time to time to certain officers,
employees and directors of the Company pursuant to the terms of
the Company's 1991 Employee Stock Option Plan, as amended, and
1991 Directors Stock Option Plan, as amended (together, the
"Plans"), and which may be sold by such officers, employees and
directors from time to time hereafter.
I have examined the originals, certified copies or copies
otherwise identified to my satisfaction as being true copies of
the Plans and such other documents as I have deemed necessary or
appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that the Shares
have been duly and validly authorized and reserved for issuance
and, when issued upon exercise of options granted under the Plans
and pursuant to the terms of the Plans, will be legally and
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Damian C. Georgino, Esq.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
of United States Filter Corporation:
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of United States Filter Corporation of our
report dated June 7, 1996, except as to the acquisitions of Davis
Water & Waste Industries, Inc. and Zimpro Environmental Inc.,
which are as of August 23, 1996 and May 31, 1996, respectively,
the common stock split which is as of July 15, 1996, and note 20
which is as of October 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, which report
appears in the Current Report on Form 8-K of United States Filter
Corporation dated November 8, 1996.
KPMG Peat Marwick LLP
Orange County, California
November 8, 1996
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INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
of United States Filter Corporation:
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of United States Filter Corporation of our
report dated October 15, 1996, relating to the combined balance
sheets of the Systems and Manufacturing Group of Wheelabrator
Water Technologies Inc. as of December 31, 1994 and 1995 and the
related combined statements of income and cash flows for each of
the years in the three-year period ended December 31, 1995, which
report appears in the Current Report on Form 8-K of United States
Filter Corporation dated November 8, 1996.
KPMG Peat Marwick LLP
Chicago, Illinois
November 8, 1996
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CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
To the Board of Directors and Shareholders
United Utilities PLC
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of United States Filter Corporation 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, which report appears in the Current
Report on Form 8-K of United States Filter Corporation dated
November 8, 1996.
KPMG Audit Plc
Manchester, England
8 November 1996
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 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 November 8, 1996.
Price Waterhouse LLP
Atlanta, Georgia
November 8, 1996
Exhibit 23.3
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, relating to the balance sheet of
WaterPro Supplies Corporation as of December 31, 1995 and the
related statements of operations, stockholders' investment and
cash flows for the period from April 7, 1995 to December 31,
1995, included in the United States Filter Corporation's Form 8-K
dated November 8, 1996, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
November 6, 1996
