<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996
REGISTRATION NO. 333-07757
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMEN T NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
UNITED STATES FILTER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3589 33-0266015
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
INCORPORATION OR CODE NUMBER)
ORGANIZATION)
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(619) 340-0098
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
DAMIAN C. GEORGINO
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
UNITED STATES FILTER CORPORATION
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(619) 340-0098
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
Copy to:
JANICE C. HARTMAN
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222
(412) 355-6500
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after this registration statement becomes effective.
----------------
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(2)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value .....
$.01 per share.............. 114,994 shares $33.6875 $3,873,860.375 $1,336
- ----------------------------------------------------------------------------------------
Common stock, par value .....
$.01 per share.............. 57,497 shares $19.25 $1,106,817.25 $ 382
- ----------------------------------------------------------------------------------------
Totals..................... 172,491 shares $4,980,677.625 $1,718
</TABLE>
===============================================================================
(1) Estimated solely for the purpose of calculating the registration fee;
computed in accordance with Rule 457(c) on the basis of the average of the
high and low sales prices for the Common Stock on July 5, 1996 with
respect to 114,994 shares and on July 16, 1996 with respect to 57,497
shares as reported on the New York Stock Exchange Composite Tape.
(2) A registration fee of $1,336 was paid in connection with the filing of
this registration statement initially covering 114,994 shares.
===============================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JULY 19, 1996
PROSPECTUS
JULY , 1996
172,491 SHARES
[LOGO OF U.S. FILTER CORPORATION]
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
-----------
This prospectus provides for the offering of up to an aggregate of 172,491
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 John Hancock Capital Growth Fund II Limited Partnership and John
Hancock Capital Growth Fund III Limited Partnership (the "Selling
Stockholders") on May 31, 1996, pursuant to the terms of an Agreement and Plan
of Merger dated April 15, 1996 (the "Purchase Agreement"). The Shares were
issued as partial consideration for the repayment of debt owed by the Company's
newly acquired subsidiary, Zimpro Environmental, Inc. ("Zimpro"), to the
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 the New York Stock Exchange
(the "NYSE") 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 NYSE and traded under the symbol "USF." The
last reported sale price of the Common Stock on the NYSE on July 18, 1996 was
$21.50 per share.
-----------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR CERTAIN CONSIDERATIONS RELEVANT TO
AN INVESTMENT IN THE COMMON STOCK.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy solicitation materials and
other information with the United States Securities and Exchange Commission
(the "Commission"). Such reports, proxy solicitation materials and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices located at
Seven World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such materials can be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. Such reports, proxy and information
statements and other information may be found on the Commission's site address,
http://www.sec.gov. The Common Stock is listed on the NYSE. Such reports, proxy
solicitation materials and other information can also be inspected and copied
at the NYSE at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form S-
3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the offering
made hereby. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain portions of which are omitted in
accordance with the rules and regulations of the Commission. Such additional
information may be obtained from the Commission's principal office in
Washington, D.C. as set forth above. For further information, reference is
hereby made to the Registration Statement, including the exhibits filed as a
part thereof or otherwise incorporated herein. Statements made in this
Prospectus as to the contents of any documents referred to are not necessarily
complete, and in each instance reference is made to such exhibit for a more
complete description and each such statement is modified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 1-10728) with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
The Company's Annual Report on Form 10-K for the fiscal year ended March 31,
1996; the Company's Current Reports on Form 8-K dated May 31, 1996 (as amended
on Form 8-K/A dated June 28, 1996), June 10, 1996, June 27, 1996 and July 15,
1996 (two such Current Reports); and the description of the Company's 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 so 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 adversely affected. The Company routinely records
upward or downward adjustments with respect to fixed price
3
<PAGE>
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 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
4
<PAGE>
competitive. There can be no assurance that the Company will be able to achieve
the technological advances that may be necessary for it to remain competitive
or that certain of its products will not become obsolete. In addition, the
Company is subject to the risks generally associated with new product
introductions and applications, including lack of market acceptance, delays in
development or failure of products to operate properly.
SHARES ELIGIBLE FOR FUTURE SALE
The market price of the Common Stock could be adversely affected by the
availability for sale of shares held on July 18, 1996 by security holders of
the Company, including (i) up to 4,054,093 shares which may be delivered by
Laidlaw Inc. or its affiliates ("Laidlaw"), at Laidlaw's option in lieu of
cash, at maturity pursuant to the terms of 5 3/4% Exchangeable Notes due 2000
of Laidlaw (the amount of shares or cash delivered or paid to be dependent
within certain limits upon the value of the Common Stock at maturity), (ii)
4,388,417 shares issuable upon conversion of convertible debentures of the
Company at a conversion price of $13.60 per share of Common Stock and 7,636,364
shares issuable upon conversion of convertible notes of the Company at a
conversion price of $18.33 per share of Common Stock that are currently
registered for sale under the Securities Act pursuant to two shelf registration
statements, (iii) 3,217,672 outstanding shares that are currently registered
for sale under the Securities Act pursuant to two shelf registration
statements, and (iv) 2,857,611 shares which are subject to agreements pursuant
to which the holders have certain rights to request the Company to register the
sale of such holders' Common Stock under the Securities Act and, subject to
certain conditions, to include certain percentages of such shares in other
registration statements filed by the Company (1,980,000 of which shares also
may be sold from time to time by the holder thereof pursuant to Rule 144 under
the Securities Act). In addition, the Company has registered for sale under the
Securities Act 4,821,219 shares which may be issuable by the Company from time
to time in connection with acquisitions of businesses or assets from third
parties.
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from any sale
of the Shares offered hereby, and none of such proceeds will be available for
use by the Company or otherwise for the Company's benefit.
SELLING STOCKHOLDERS
The Shares which may be offered from time to time pursuant to this Prospectus
include 13,002 Shares offered for the account of John Hancock Capital Growth
Fund II Limited Partnership ("Fund II") and 159,489 Shares offered for the
account of John Hancock Capital Growth Fund III Limited Partnership ("Fund
III"). Funds II and III acquired an aggregate of 39,470 and 484,065 Shares
(including the Shares offered hereby), respectively, on May 31, 1996 under the
terms of the Purchase Agreement. The aggregate number of Shares owned by each
of Funds II and III prior to the offering described in this Prospectus and the
aggregate number of Shares that would be owned by each of them if all the
shares offered hereby were disposed of constitute less than 1% of the
outstanding Common Stock as of July 18, 1996.
Pursuant to the Purchase Agreement, the Company acquired by merger all of the
outstanding voting securities of Zimpro. Prior to such merger, the Selling
Stockholders were significant shareholders and creditors of Zimpro and had
certain contractual and other rights with respect to their share and debt
holdings in Zimpro. Other than as described herein, neither of the Selling
Stockholders has, or within the past three years has had, any position, office
or other material relationship with the Company or any of its predecessors or
affiliates.
5
<PAGE>
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 the NYSE; 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. The Shares will not be sold pursuant to an underwritten offering.
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. The Company will bear the cost of
any such compensation. The proceeds to the Selling Stockholders from any sale
of Shares will be net 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. 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 registration, qualification and filing fees, fees
and disbursements of counsel for the Company, accounting fees incident to this
Prospectus, "blue sky fees" and expenses, printing and marketing expenses,
fees and disbursements of counsel to the Selling Stockholders up to a maximum
of $5,000 and all selling commissions payable to DLJ in connection with any
sale of the Shares.
VALIDITY OF COMMON STOCK
The validity of the Shares will be passed upon for the Company by Damian C.
Georgino, Vice President, General Counsel and Secretary of the Company. Mr.
Georgino presently holds 150 shares of the Company's Common Stock and options
granted under the Company's 1991 Employee Stock Option Plan to purchase an
aggregate of 22,500 shares of Common Stock.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The consolidated financial statements of United States Filter Corporation
and its subsidiaries as of March 31, 1995 and 1996 and for each of the three
years in the period ended March 31, 1996 have been incorporated herein by
reference in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, which report is incorporated herein by
reference, and upon the authority of said firm as experts in accounting and
auditing.
6
<PAGE>
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 REPRE-
SENTATIONS 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 INFOR-
MATION 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................................................... 6
Independent Certified Public Accountants................................... 6
</TABLE>
===============================================================================
===============================================================================
172,491 SHARES
[LOGO OF U.S. FILTER CORPORATION]
UNITED STATES FILTER
CORPORATION
COMMON STOCK
-----------------
PROSPECTUS
-----------------
, 1996
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Company in connection with the
distribution of the securities being registered, other than underwriting
discounts and commissions, which will be borne by the Selling Stockholders,
are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee..................... $ 1,718
*Accounting Fees and Expenses..................................... 4,000
*Legal Fees and Expenses.......................................... 5,000
*Printing Expenses................................................ 9,895
*Miscellaneous Expenses........................................... 387
-------
Total........................................................... $21,000
</TABLE>
- --------
* Estimated
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Palm Desert, State of California, on
July 19, 1996.
United States Filter Corporation
/s/ Richard J. Heckmann
By: ____________________________
Richard J. Heckmann
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kevin L. Spence and Damian C. Georgino, and
each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in or about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
Chairman of the
/s/ Richard J. Heckmann Board, President and July 19, 1996
- ------------------------------------- Chief Executive
RICHARD J. HECKMANN Officer (Principal
Executive Officer)
and a Director
Vice President and
/s/ Kevin L. Spence Chief Financial July 19, 1996
- ------------------------------------- Officer (Principal
KEVIN L. SPENCE Financial and
Accounting Officer)
Executive Vice
* President and a July 19, 1996
- ------------------------------------- Director
MICHAEL J. REARDON
<PAGE>
SIGNATURE CAPACITY DATE
Senior Vice
* President and a July 19, 1996
- ------------------------------------ Director
TIM L. TRAFF
Director
* July 19, 1996
- ------------------------------------
JAMES E. CLARK
Director
* July 19, 1996
- ------------------------------------
JOHN L. DIEDERICH
Director
* July 19, 1996
- ------------------------------------
ROBERT S. HILLAS
Director
* July 19, 1996
- ------------------------------------
ARTHUR B. LAFFER
Director
* July 19, 1996
- ------------------------------------
ALFRED E. OSBORNE, JR.
Director
* July 19, 1996
- ------------------------------------
J. DANFORTH QUAYLE
* Director July 19, 1996
- ------------------------------------
C. HOWARD WILKINS, JR.
/s/ Damian C. Georgino July 19, 1996
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DAMIAN C. GEORGINO
*Pursuant to Power of Attorney
