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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) MAY 31, 1996
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United States Filter Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-10728 33-0266015
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(State of other juris- (Commission (IRS Employer
diction of incorporation File Number) Identification No.)
40-004 Cook Street, Palm Desert, California 92211
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(Address of principal executive offices) zip code
Registrant's telephone number, including area code (619) 340-0098
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Report of Independent Auditors;
Consolidated Balance Sheet as of December 31, 1995 and 1994;
Consolidated Statements of Operations for the years ended December
31, 1995, 1994 and 1993;
Consolidated Statement of Stockholders' Equity (Deficit) for the
years ended December 31, 1995, 1994 and 1993;
Consolidated Statement of Cash Flows for the years ended December 31,
1995, 1994 and 1993; and
Notes to Consolidated Financial Statements.
(B) PRO FORMA FINANCIAL INFORMATION:
Pro Forma combined balance sheet, statements of operations and notes
thereto.
(C) EXHIBITS
1.0 Agreement and Plan of Merger, dated as of April 15, 1996, among
United States Filter Corporation, U.S. Filter/Zimpro Acquisition
Corp., Landegger Environmental Holdings, Inc., John Hancock
Capital Growth Fund II Limited Partnership, John Hancock Capital
Growth Fund III Limited Partnership, Carl C. Landegger, Trustee
and Black Clawson Company (Previously Filed)
23.0 Consent of Independent Accountants
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED STATES FILTER CORPORATION
By: /s/ Kevin L. Spence
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Kevin L. Spence
Vice President
Date: June 28, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<C> <S>
23.0 Consent of Independent Accountants
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EXHIBIT 23.0
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-4 No. 33-63251) and related Prospectus of United States Filter Corporation for
the registration of 2,000,000 shares of its common stock 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
June 11, 1996
