<PAGE>
As filed with the Securities and Exchange Commission
on December 13, 1996
Registration No. 333-17745
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
AMENDMENT 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
(State or other jurisdiction (Primary Standard Industrial
of incorporation or organization) Classification Code Number)
33-0266015
(I.R.S. Employer
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)
___________________
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.
<PAGE>
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. ____
______________________________
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>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed as part of
this amendment:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Palm Desert, State of California, on December 13, 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,
this amendment 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 December 13, 1996
-------------------------- Board, President
Richard J. Heckmann and Chief
Executive
Officer
(Principal
Executive
Officer) and a
Director
/s/ Kevin L. Spence Vice President December 13, 1996
-------------------------- and Chief
Kevin L. Spence Financial
Officer
(Principal
Financial and
Accounting
Officer)
* Executive Vice December 13, 1996
-------------------------- President and a
Michael J. Reardon Director
* Senior Vice December 13, 1996
-------------------------- President and a
Tim L. Traff Director
<PAGE>
Signature Capacity Date
--------- -------- -----
* Director December 13, 1996
--------------------------
James E. Clark
Director
--------------------------
John L. Diederich
Director
--------------------------
Robert S. Hillas
Director
--------------------------
Arthur B. Laffer
* Director December 13, 1996
--------------------------
Alfred E. Osborne, Jr.
Director
--------------------------
J. Danforth Quayle
* Director December 13, 1996
--------------------------
C. Howard Wilkins, Jr.
/s/ Damian C. Georgino December 13, 1996
--------------------------
Damian C. Georgino
*Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ---------------
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)
<PAGE>
Exhibit 5.01
December 12, 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 December ,
1996, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, with respect to an aggregate
of up to 80,412 shares (the "Selling Stockholder's 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.
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 Stockholder's Shares have been validity 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
