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As filed with the Securities and Exchange Commission on July 8,
1996
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-4
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 Industrial Identification No.)
of incorporation or Classification Code
organization) Number)
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.
If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there
is compliance with General Instruction G, check the following
box.
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-------------------------
CALCULATION OF REGISTRATION FEE
TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT TO MAXIMUM MAXIMUM
SECURITIES BE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED PRICE PER OFFERING REGISTRA-
REGISTERED (1) SHARE (2) PRICE (2) TION FEE
------------- ---------- --------- --------- ---------
Common stock,
par value
$.01 per
share . . . 2,500,000 $33.6875 $84,218,750 $29,041
shares
(1) The shares of Common Stock offered by the prospectus
included in this registration statement also include the
remaining 742,772 shares registered under Registration
Statement No. 33-63251 effective November 27, 1995 and
included in such prospectus under Rule 429.
(2) Estimated solely for the purpose of calculating the
registration fee with respect to the 2,500,000 shares of
Common Stock registered hereby; 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. A fee of
$6,030 was paid in connection with the filing of
Registration Statement No. 33-63251 (covering 750,000
shares), and an additional registration fee of $10,022 was
paid in connection with Pre-Effective Amendment No. 1 to
Registration Statement No. 33-63251 (covering an additional
1,125,000 shares).
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.
=================================================================
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SUBJECT TO COMPLETION, DATED JULY 8, 1996
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.
PROSPECTUS
July , 1996
3,242,772 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
________________________
This Prospectus relates to 3,242,772 shares (the "Shares")
of the Common Stock, par value $.01 per share ("Common Stock"),
of United States Filter Corporation (the "Company") which may be
offered and issued by the Company from time to time in connection
with the acquisition by the Company directly, or indirectly
through subsidiaries, of various businesses or assets, or
interests therein. The Shares may be issued in mergers or
consolidations, in exchange for shares of capital stock,
partnership interests or other assets representing an interest,
direct or indirect, in other companies or other entities, or in
exchange for tangible or intangible assets, including assets
constituting all or substantially all of the assets and
businesses of such entities. Shares may also be reserved for
issuance pursuant to, or offered, issued and sold upon exercise
or conversion of, warrants, options, convertible debt obligations
or equity securities or other similar instruments issued by the
Company from time to time in connection with any such
acquisition. In certain instances, the Company may guaranty that
some or all of the aggregate net proceeds from the sale of Shares
during a limited period following their issuance will not be less
than the valuation used for purposes of their issuance, and may
make up any shortfall (including any shortfall attributable to
brokers' commissions and selling expenses) by issuing additional
Shares under this Prospectus or in cash.
It is expected that the terms of acquisitions involving the
issuance of Shares will be determined by direct negotiations with
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the owners or controlling persons of the businesses or assets to
be acquired, and that the Shares so issued will be valued at
prices based on or related to market prices for the Common Stock
on the New York Stock Exchange, Inc. (the "NYSE") at or about the
time the terms of an acquisition are agreed upon or at or about
the time of delivery of such Shares, or based on average market
prices for periods ending at or about such times. No
underwriting discounts or commissions will be paid, although
brokers' or finders' fees may be paid from time to time with
respect to specific acquisitions; under some circumstances, the
Company may issue Shares in full or partial payment of such fees.
Any person receiving any such fees may be deemed to be an
underwriter within the meaning of the Securities Act of 1933, as
amended (the "Securities Act").
With the consent of the Company, this Prospectus may also be
used by persons ("Selling Stockholders") who have received or
will receive Shares in connection with acquisitions and who may
wish to sell such Shares under circumstances requiring or making
desirable its use. See "Resales of Shares."
The Shares will, prior to their issuance, be listed on the
NYSE subject to official notice of issuance. The Common Stock is
traded under the symbol "USF". The last reported sale price of
the Common Stock on the NYSE on July 5, 1996 was $33.75 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.
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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 registration
statements on Form S-4 (herein, together with all amendments and
exhibits, referred to as the "Registration Statements") 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 Statements, 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 Statements, 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 with the Commission by the
Company (File No. 1-10728) pursuant to the Exchange Act are
incorporated 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 and June 27, 1996; and
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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, United States Filter Corporation, 40-004 Cook
Street, Palm Desert, California 92211 (telephone (619) 340-0098).
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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.
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INTERNATIONAL TRANSACTIONS
The Company has made and expects it will continue to make
acquisitions and to obtain contracts in Europe, Asia, 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 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
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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 U.S. Filter'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 larger and 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
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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 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 June 21,
1996 by security holders of the Company, including (i) up to
2,702,729 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) 2,925,611 shares issuable upon
conversion of convertible debentures of the Company at a
conversion price of $20.50 per share of Common Stock and
5,090,909 shares issuable upon conversion of convertible notes of
the Company at a conversion price of $27.50 per share of Common
Stock that are currently registered for sale under the Securities
Act pursuant to two shelf registration statements, (iii)
1,813,079 outstanding shares that are currently registered for
sale under the Securities Act pursuant to a shelf registration
statement, (iv) 447,030 outstanding shares that are covered by a
shelf registration statements filed under the Securities Act, and
(v) 1,905,074 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 (1,320,000 of which shares also
may be sold from time to time by the holder thereof pursuant to
Rule 144 under the Securities Act).
7
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RESALES OF SHARES
With the consent of the Company, this Prospectus may be used
by Selling Stockholders who have received or will receive Shares
in connection with acquisitions and who may wish to sell such
Shares under circumstances requiring or making desirable its use.
The Company may consent to the use of this Prospectus by Selling
Stockholders for a limited period of time and subject to
limitations and conditions which may be varied by agreement
between the Company and one or more Selling Stockholders.
Agreements with Selling Stockholders permitting use of this
Prospectus may provide that an offering of Shares be effected in
an orderly manner through securities dealers, acting as broker or
dealer, selected by the Company; that Selling Stockholders enter
into custody agreements with one or more banks with respect to
such shares; and that sales be made only by one or more of the
methods described in this Prospectus, as appropriately
supplemented or amended when required. The Company will not
receive any of the proceeds from any sale of Shares offered
hereby by a Selling Stockholder.
Shares may be sold by Selling Stockholders hereunder on one
or more exchanges or otherwise; directly to purchasers in
negotiated transactions; by or through brokers or dealers in
ordinary brokerage transactions or transactions in which the
broker solicits purchasers; in block trades in which the broker
or dealer will attempt to sell Shares as agent but may position
and resell a portion of the block as principal; in transactions
in which a broker or dealer purchases as principal for resale for
its own account; through underwriters or agents; or in any
combination of the foregoing methods. 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. Any brokers,
dealers, underwriters or agents may arrange for others to
participate in any such transaction and may receive compensation
in the form of discounts, commissions or concessions from Selling
Stockholders and/or the purchasers of Shares. The proceeds to a
Selling Stockholder from any sale of Shares will be net of any
such compensation and of any expenses to be borne by the Selling
Stockholder. 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, the names of any underwriters, brokers, dealers or
agents and any discounts, commissions or concessions and other
items constituting compensation from the Selling Stockholder.
Selling Stockholders and any brokers, dealers, underwriters
or agents that participate with a Selling Stockholder in the
distribution of Shares may be deemed to be "underwriters" within
the meaning of the Securities Act, in which event any discounts,
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commissions or concessions received by any such brokers, dealers,
underwriters or agents and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
The Company may agree to indemnify Selling Stockholders
and/or any such brokers, dealers, underwriters or agents against
certain civil liabilities, including liabilities under the
Securities Act, and to reimburse them for certain expenses in
connection with the offering and sale of Shares.
Selling Stockholders may also offer shares of Common Stock
issued in past and future acquisitions by means of prospectuses
under other available registration statements or pursuant to
exemptions from the registration requirements of the Securities
Act, including sales which meet the requirements of Rule 144,
Rule 144A or Rule 145(d) under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
General. As of June 21, 1996, the Company was authorized to
issue 75,000,000 shares of Common Stock, par value $.01 per
share, of which 29,139,429 shares were issued and outstanding,
and 3,000,000 shares of preferred stock, par value $.10 per
share, of which none were issued and outstanding. Of the
unissued shares of the Company Common Stock, 2,925,611 shares
were reserved for issuance upon conversion of the Company's 5%
Convertible Subordinated Debentures due 2000, 5,090,909 shares
were reserved for issuance upon conversion of the Company's 6%
Convertible Subordinated Notes due 2005 and an aggregate of
2,194,067 shares were reserved for issuance upon exercise of
outstanding options under the Company's stock option plans for
employees and directors.
Common Stock. The holders of Common Stock are entitled to
one vote for each share held of record by them on all matters to
be voted on by stockholders. There is no cumulative voting with
respect to the election of directors; thus, the holders of shares
having more than 50% of the Company's voting power (including
both common and voting preferred shares) voting for the election
of directors can elect all of the directors. The holders of
Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of funds legally available
therefor, subject to the prior rights of preferred stockholders.
In the event of liquidation, dissolution or winding up of the
Company's affairs, the holders of Common Stock are entitled to
share ratably in all assets remaining available for distribution
to them after payment of liabilities and after provision has been
made for each class of stock, including any preferred stock, that
has preference over the Common Stock. Except as described below
under "Stock Purchase Rights", holders of shares of Common Stock,
as such, have no conversion, preemptive or other subscription
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rights, and there are no redemption or sinking fund provisions
applicable to the Common Stock. All of the outstanding shares of
Common Stock are, and the Shares when issued will be, validly
issued, fully paid and nonassessable.
The Company currently intends to retain earnings to provide
funds for the operation and expansion of its business and
accordingly does not anticipate paying cash dividends on the
Common Stock in the foreseeable future. Any payment of cash
dividends on the Common Stock in the future will depend upon the
Company's financial condition, earnings, capital requirements and
such other factors as the Board of Directors deems relevant. In
addition, under the Company's credit agreement with The First
National Bank of Boston and First Interstate Bank of California,
no dividends may be paid on the Common Stock without the consent
of those banks.
Preferred Stock. Shares of preferred stock may be issued
without stockholder approval. The Board of Directors is
authorized to issue such shares in one or more series and to fix
the rights, preferences, privileges, qualifications, limitations
and restrictions thereof, including dividend rights and rates,
conversion rights, voting rights, terms of redemption, redemption
prices, liquidation preferences and the number of shares
constituting any series or the designation of such series,
without any vote or action by the stockholders. The Company has
no current plans for the issuance of any shares of preferred
stock. Any preferred stock to be issued could rank prior to the
Common Stock with respect to dividend rights and rights of
liquidation. The Board of Directors, without stockholder
approval, may issue preferred stock with voting and conversion
rights that could adversely affect the voting power of holders of
Common Stock or create impediments to persons seeking to gain
control of the Company.
Stock Purchase Rights. Laidlaw, which, as of June 21, 1996,
held 2,702,729 shares of Common Stock, has certain rights to
purchase voting securities of the Company in order to maintain
its percentage voting interest. Except in connection with
mergers or other acquisitions or in the ordinary course under an
employee stock option or stock bonus plan, in the event the
Company proposes to sell or issue shares of voting securities,
Laidlaw has the right to purchase, on the same terms as the
proposed sale or issuance, that number of shares or rights as
will maintain its percentage interest in the voting securities of
the Company, assuming the conversion of all convertible
securities and the exercise of all options and warrants then
outstanding. In addition, Laidlaw has other purchase rights with
respect to sales or issuances of securities by the Company at
prices below 85% of current market price at the time of sale or
issuance or the prevailing customary price for such securities or
their equivalent.
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Certain Voting Arrangements Pursuant to the agreements
whereby the Company acquired Smogless S.p.A. in September 1994,
Laidlaw has agreed to vote all shares owned by it for the
nominees of the Company's Board for election to the Board, and on
all other matters in the same proportion as the votes cast by
other holders of voting securities, other than those that relate
to any business combination or similar transaction involving the
Company or any amendment to the Company's Certificate of
Incorporation or Bylaws.
Certain Charter and Bylaw Provisions. The Company's
Certificate of Incorporation (the "Certificate") places certain
restrictions on the voting rights of a "Related Person," defined
therein as any person who directly or indirectly owns 5% or more
of the outstanding voting stock of the Company. The founders and
the original directors of the Company are excluded from the
definition of "Related Persons," as are seven named individuals
including Richard J. Heckmann, the Chairman of the Board,
President and Chief Executive Officer of the Company. These
voting restrictions apply in two situations. First, the vote of
a director who is also a Related Person is not counted in the
vote of the Board of Directors to call a meeting of stockholders
where that meeting will consider a proposal made by the Related
Person director. Second, any amendments to the Certificate that
relate to specified Articles therein (those dealing with
corporate governance, limitation of director liability or
amendments to the Certificate), in addition to being approved by
the Board of Directors and a majority of the Company's
outstanding voting stock, must also be approved by either (i) a
majority of directors who are not Related Persons, or (ii) the
holders of at least 80% of the Company's outstanding voting
stock, provided that if the change was proposed by or on behalf
of a Related Person, then approval by the holders of a majority
of the outstanding voting stock not held by Related Persons is
also required. In addition, any amendment to the Company's
Bylaws must be approved by one of the methods specified in
clauses (i) and (ii) in the preceding sentence.
The Certificate and the Company's Bylaws provide that the
Board of Directors shall fix the number of directors and that the
Board shall be divided into three classes, each consisting of
one-third of the total number of directors (or as nearly as may
be possible). Stockholders may not take action by written
consent. Meetings of stockholders may be called only by the
Board of Directors (or by a majority of its members).
Stockholder proposals, including director nominations, may be
considered at a meeting only if written notice of that proposal
is delivered to the Company from 30 to 60 days in advance of the
meeting, or within ten days after notice of the meeting is first
given to stockholders.
11
<PAGE>
Delaware Anti-Takeover Law. Section 203 of the Delaware
General Corporation Law ("Section 203") provides, in general,
that a stockholder acquiring more than 15% of the outstanding
voting shares of a corporation subject to the statute (an
"Interested Stockholder"), but less than 85% of such shares, may
not engage in certain "Business Combinations" with the
corporation for a period of three years subsequent to the date on
which the stockholder became an Interested Stockholder unless (i)
prior to such date the corporation's board of directors has
approved either the Business Combination or the transaction in
which the stockholder became an Interested Stockholder or (ii)
the Business Combination is approved by the corporation's board
of directors and authorized by a vote of at least two-thirds of
the outstanding voting stock of the corporation not owned by the
Interested Stockholder.
Section 203 defines the term "Business Combination" to
encompass a wide variety of transactions with or caused by an
Interested Stockholder in which the Interested Stockholder
receives or could receive a benefit on other than a pro rata
basis with other stockholders, including mergers, certain asset
sales, certain issuances of additional shares to the Interested
Stockholder, transactions with the corporation that increase the
proportionate interest of the Interested Stockholder or
transactions in which the Interested Stockholder receives certain
other benefits.
These provisions could have the effect of delaying,
deferring or preventing a change of control of the Company. The
Company's stockholders, by adopting an amendment to the
Certificate or Bylaws of the Company, may elect not to be
governed by Section 203, effective twelve months after adoption.
Neither the Certificate nor the Bylaws of the Company currently
excludes the Company from the restrictions imposed by Section
203.
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 100
shares of the Company's Common Stock and options granted under
the Company's 1991 Employee Stock Option Plan to purchase an
aggregate of 15,000 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
12
<PAGE>
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.
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.
13
<PAGE>
========================================= =======================
NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND, IF 3,242,772 SHARES
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED. THIS UNITED STATES FILTER
PROSPECTUS DOES NOT CONSTITUTE AN OFFER CORPORATION
TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR AN COMMON STOCK
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 INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
________________
___________________
PROSPECTUS
TABLE OF CONTENTS
_________________
Page
----
Available Information . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . 4
Resales of Shares . . . . . . . . . . 8
Description of Capital Stock . . . . 9
Validity of Common Stock . . . . . . 12
Independent Certified Public
Accountants . . . . . . . . . . . . 12
___________, 1996
========================================= =======================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation and the By-laws of the
Company provide for the indemnification of directors and officers
to the fullest extent permitted by the General Corporation Law of
the State of Delaware, the state of incorporation of the Company.
Section 145 of the General Corporation Law of the State of
Delaware authorizes indemnification when a person is made a party
or is threatened to be made a party to any proceeding by reason
of the fact that such person is or was a director, officer,
employee or agent of the corporation or is or was serving as a
director, officer, employee or agent of another enterprise, at
the request of the corporation, and if such person acted in good
faith and in a manner reasonably believed by him or her to be in,
or not opposed to, the best interests of the corporation. With
respect to any criminal proceeding, such person must have had no
reasonable cause to believe that his or her conduct was unlawful.
If it is determined that the conduct of such person meets these
standards, he or she may be indemnified for expenses incurred
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such proceeding.
If such a proceeding is brought by or in the right of the
corporation (i.e., a derivative suit), such person may be
indemnified against expenses actually and reasonably incurred if
he or she acted in good faith and in a manner reasonably believed
by him or her to be in, or not opposed to, the best interests of
the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to
the corporation; however, a court may, even in such case, allow
such indemnification to such person for such expenses as the
court deems proper.
Where such person is successful in any such proceeding, he
or she is entitled to be indemnified against expenses actually
and reasonably incurred by him or her. In all other cases,
indemnification is made by the corporation upon determination by
it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
The Company maintains an errors and omissions liability
policy for the benefit of its officers and directors, which may
cover certain liabilities of such individuals to the Company.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed as part of
this registration statement:
<PAGE>
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)
23.02 Consent of KPMG Peat Marwick LLP
23.03 Consent of Price Waterhouse LLP
23.04 Consent of Ernst & Young LLP
24.01 Powers of Attorney (included on signature page
of this registration statement)
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
<PAGE>
such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(5) That prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part
of this registration statement, by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration
form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other Items of the applicable form.
(6) That every prospectus (i) that is filed pursuant to
paragraph (5) immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is used
in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(7) To respond to requests for information that is
incorporated by reference into the prospectus pursuant to Items
4, 10(b), 11, or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the
effective date of the registration statement through the date of
responding to the request.
(8) To supply by means of a post-effective amendment all
required information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
<PAGE>
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant 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
July 8, 1996.
UNITED STATES FILTER
CORPORATION
By: /s/ Richard J. Heckmann
------------------------
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 registration statement 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 July 8, 1996
----------------------- Board, President
Richard J. Heckmann and Chief
Executive Officer
(Principal
Executive Officer)
and a Director
<PAGE>
Signature Capacity Date
__________ ________ _____
/s/ Kevin L. Spence Vice President and July 8, 1996
--------------------- Chief Financial
Kevin L. Spence Officer (Principal
Financial and
Accounting
Officer)
Executive Vice July 8, 1996
/s/ Michael J. Reardon President and a
----------------------- Director
Michael J. Reardon
Senior Vice July 8, 1996
/s/ Tim L. Traff President and a
------------------ Director
Tim L. Traff
/s/ James E. Clark
Director July 8, 1996
-------------------
James E. Clark
/s/ John L. Diederich Director July 8, 1996
---------------------
John L. Diederich
Director July 8, 1996
/s/ Robert S. Hillas
---------------------
Robert S. Hillas
Director July 8, 1996
/s/ Arthur B. Laffer
--------------------
Arthur B. Laffer
Director July 8, 1996
/s/ Alfred E. Osborne, Jr.
--------------------------
Alfred E. Osborne, Jr.
Director July 8, 1996
/s/ J. Danforth Quayle
-----------------------
J. Danforth Quayle
<PAGE>
Signature Capacity Date
__________ ________ _____
Director July 8, 1996
/s/ C. Howard Wilkins, Jr.
--------------------------
C. Howard Wilkins, Jr.
<PAGE>
EXHIBIT INDEX
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)
23.02 Consent of KPMG Peat Marwick LLP
23.03 Consent of Price Waterhouse LLP
23.04 Consent of Ernst & Young LLP
24.01 Powers of Attorney (included on
signature page of this
registration statement)
<PAGE>
Exhibit 5.01
July 8, 1996
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Ladies and Gentlemen:
I am Vice President, Secretary and General Counsel 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-4 (the
"Registration Statement"), filed by the Company on July __, 1996
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, with respect to an aggregate
of up to 2,500,000 shares (the "Shares") of the Company's Common
Stock, par value $.01 per share, that may be offered or sold from
time to time by the Company in connection with the acquisition by
the Company directly, or indirectly through subsidiaries, of
various businesses or assets, or interests therein.
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 Shares, when issued as contemplated in the Registration
Statement, will be validly issued, 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
<PAGE>
Exhibit 23.02
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to incorporation by reference in the Registration
Statement on Form S-4 of United States Filter Corporation of our
report dated June 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 and to the reference of
our firm under the heading "Independent Certified Public
Accountants" in the prospectus.
KPMG Peat Marwick LLP
Orange County, California
July 3, 1996
<PAGE>
Exhibit 23.03
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-4 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 June 27, 1996. We also consent to the reference to us
under the heading "Independent Certified Public Accountants" in
such Prospectus.
PRICE WATERHOUSE LLP
Atlanta, Georgia
June 28, 1996
<PAGE>
Exhibit 23.04
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-4) and related Prospectus of United States
Filter Corporation for the registration of 2,500,000 shares of
its common stock 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.
Ernst & Young LLP
Minneapolis, Minnesota
July 3, 1996
