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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) September 6,
1996
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 or other jurisdiction (Commission (IRS Employer
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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Page 1 of 9 pages.
Exhibit Index Appears on Page 4.
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ITEM 5. OTHER EVENTS.
On September 6, 1996, the Registrant entered into an
Agreement and Plan of Merger with CGW Southeast Partners I, L.P.,
Harry K. Hornish, Jr., Mickey Jordan, Mechel L. Slaughter, USG
Holding Corporation ("USG") and U.S. Filter/USG Acquisition Corp.
("Sub") providing for the merger of Sub into USG, pursuant to
which USG would become a wholly owned subsidiary of the
Registrant, on the principal terms described in the Press Release
attached hereto as Exhibit 99.1.
On September 10, 1996, the Registrant entered into a
Stock Purchase Agreement with Edmunson International, Inc. and
WaterPro Supplies Corporation ("WaterPro") providing for the
purchase by the Registrant of all of the outstanding capital
stock of WaterPro on the principal terms described in the Press
Release attached hereto as Exhibit 99.2.
On September 14, 1996, the Registrant entered into a
Purchase and Sale Agreement with Wheelabrator Technologies Inc.
("Wheelabrator") providing for the purchase by the Registrant of
certain assets, and the assumption of certain liabilities, of
Wheelabrator on the principal terms described in the Press
Release attached hereto as Exhibit 99.3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated September 6, 1996, issued
by the Registrant
99.2 Press Release dated September 11, 1996,
issued by the Registrant
99.3 Joint Press Release dated September 16, 1996,
issued by the Registrant and Wheelabrator
Technologies Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
UNITED STATES FILTER CORPORATION
By: /s/ Damian C. Georgino
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Damian C. Georgino
Vice President, General
Counsel and Secretary
Date: September 16, 1996
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EXHIBIT INDEX
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The following Exhibits to this Report are filed herewith:
Exhibit
No. Description
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99.1 Press Release dated September 6, 1996,
issued by the Registrant
99.2 Press Release dated September 11, 1996,
issued by the Registrant
99.3 Joint Press Release dated September 16,
1996, issued by the Registrant and
Wheelabrator Technologies Inc.
EXHIBIT 99.1
UNITED STATES FILTER CORPORATION
AGREES TO ACQUIRE
THE UTILITY SUPPLY GROUP, INC.
PALM DESERT, CALIFORNIA, September 6, 1996 - United States Filter
Corporation (NYSE:USF) announced today that it has signed a
definitive agreement to acquire The Utility Supply Group, Inc.
("USG") of Waco, Texas from CGW Southeast Partners, an affiliate
of Cravey, Greene & Wahlen Inc. of Atlanta. USG is a leading
provider of water and wastewater related products and services to
industrial and municipal customers through 30 offices stretching
from Florida to California.
The Company said that USG's revenues for the year ended December
31, 1995 were approximately $157 million. The purchase price for
USG was approximately $22 million in U.S. Filter common stock and
the assumption of approximately $24 million in USG debt. The
Company believes the transaction will be additive to its earnings
this fiscal year.
"We have believed for some time that the water infrastructure of
this country, particularly in the high growth areas of the United
States, is constantly in need of repair and expansion, and that's
what this distribution system is all about," said Richard J.
Heckmann, Chairman and CEO of U.S. Filter. "We will continue to
combine our equipment and technology expertise with the
distribution experience of USG and recently-acquired Davis Water
to provide the users of water around this country with a one-stop
shop," he said.
With annualized revenues of over $900 million, U.S. Filter is a
leading global provider of industrial and commercial water and
wastewater treatment systems and services. With corporate
offices in Palm Desert, California, U.S. Filter services its
customers and substantial installed base of systems through its
worldwide network of 170 sales and service facilities, including
22 manufacturing plants and 39 regeneration facilities. The
Company's technologies are driven by over 500 active
international patents. In addition, U.S. Filter is the leading
international provider of service deionization and outsourced
water services, including the operation of water purification and
wastewater treatment systems at customer sites.
#####
EXHIBIT 99.2
UNITED STATES FILTER CORPORATION
TO ACQUIRE THE WATERPRO SUPPLIES CORPORATION
PALM DESERT, CALIFORNIA, September 11, 1996 - United States
Filter Corporation (NYSE:USF) announced today that it has signed
a definitive agreement to acquire the WaterPro Supplies
Corporation (WaterPro) for approximately $95 million in USF
common stock.
WaterPro is the largest national distributor of water and
wastewater related products and services for municipal water and
sewer authorities and underground contractors. WaterPro has 435
employees located in 43 locations in 18 states, primarily in the
Midwest, Mountain and Mid-Atlantic sections of the United States.
WaterPro had revenues of approximately $300 million in 1995, up
from $223 million in 1994 and $190 million in 1993. The Company
believes the transaction will be additive to its earnings this
fiscal year.
"With the addition of WaterPro to our recently announced USG
(Utility Supply Group) transaction and our Davis Water Division,
U.S. Filter is now the clear leader in the water infrastructure
distribution business," said Richard J. Heckmann, Chairman and
CEO of U.S. Filter. The distribution business adds almost 100
additional locations through which USF can sell and service its
growing array of products and services. As we continue to add
new technology and service capabilities, our expanding
distribution network will give us broadly expanded access to
customers in the municipal and industrial markets," he said.
With annualized revenues of over $900 million dollars, U.S.
Filter is a leading provider of industrial and municipal water
and wastewater treatment systems, products and services. With
corporate offices in Palm Desert, California, U.S. Filter
services its customers and substantial installed base of systems
through its worldwide network of 170 sales and service
facilities, including 22 manufacturing plants and 39 regeneration
facilities. The Company's technologies are driven by over 500
active international patents. In addition, U.S. Filter is the
leading international provider of service deionization and
outsourced water services, including the operation of water
purification and wastewater treatment systems at customer sites.
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EXHIBIT 99.3
UNITED STATES FILTER CORPORATION AND WHEELABRATOR
TECHNOLOGIES ANNOUNCE TWO MAJOR WATER TRANSACTIONS
- U.S. Filter to Acquire Wheelabrator's Water Process and
Manufacturing Units for $385 Million in Cash
- Companies to Form Leading North American Company to
Pursue Market Opportunities in Municipal and Industrial
Water and Wastewater Treatment Operations,
Privatization and Outsourcing
PALM DESERT, CALIFORNIA and OAKBROOK, ILLINOIS, September 16,
1996 - United States Filter Corporation (NYSE:USF) and
Wheelabrator Technologies Inc. (NYSE:WTI) today jointly announced
two transactions under which U.S. Filter will expand its water
technologies leadership by acquiring all of Wheelabrator's
industrial water process and manufacturing units, and the two
companies will create a joint venture company establishing North
America's leading private water and wastewater treatment services
organization serving both municipal and industrial markets.
Under a definitive agreement signed over the weekend, U.S. Filter
will acquire Wheelabrator's industrial water process and
manufacturing businesses for $385 million in cash. Revenues for
the businesses to be acquired are expected to be approximately
$465 million for 1996. U.S. Filter believes the transaction will
be additive to earnings this fiscal year.
These units provide a broad range of water and wastewater
engineering, technology and systems. They include:
Wheelabrator's HPD, CPC Engineering, Johnson Screens, Wiesemann,
Memtek, Westates Carbon, The Wheelabrator Corporation and Custom
Engineered Systems businesses located in the United States as
well as Rossmark, The Netherlands, Darchet Engineering,
Singapore, Sun Chi, Taiwan, and additional subsidiaries in
England, Ireland, France, Spain, Japan and Australia. In
addition, several minority ownerships are also included.
Separately, U.S. Filter and Wheelabrator have reached an
agreement in principle to establish a new, equally-owned company
to develop, finance, own and operate water and wastewater
treatment infrastructure in North America. The joint venture,
which will have approximately $100 million in annual revenue at
its inception, will operate more than 200 municipal and
industrial water and wastewater treatment projects, making it
North America's leading such enterprise.
The agreement calls for Wheelabrator, a majority-owned subsidiary
of WMX Technologies, Inc. (NYSE:WMX), to contribute its EOS
contract operations group, which manages water, wastewater and
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groundwater treatment facilities, and its municipal and
industrial water and wastewater treatment facilities development
groups, which develop opportunities for long-term, on-site water
system services through privatization and outsourcing. U.S.
Filter will contribute certain assets through which it builds,
owns and operates high-purity industrial water and wastewater
treatment facilities.
"Together these transactions will make U.S. Filter the preeminent
company in the water and wastewater technologies marketplace,"
said Richard J. Heckmann, Chairman and Chief Executive Officer of
U.S. Filter. "The joint venture with Wheelabrator will create an
enterprise of unmatched capability and technical resources - one
singularly positioned to pursue the huge opportunity available in
the privatization of municipal waterworks and the outsourcing of
industrial process water and wastewater treatment facilities.
The fit with our recently announced waterworks distribution
networks will make U.S. Filter the only provider of equipment,
parts, services and operations nationwide. Our annualized
revenues will now approach $2 billion.
"These transactions continue to expand U.S. Filter as the leading
one-stop shop for water services and technology. This
relationship will extend our reach and resources, and provide our
customers with access to a wider range of services and technology
offerings, financial strength, demonstrated credibility and an
ability to manage major projects better than any competitor in
the water business. The U.S. Filter-Wheelabrator joint venture
is a tremendous fit that will enable us to build a strategic
platform that we believe is unmatched in the water services
marketplace," Mr. Heckmann added.
Phillip B. Rooney, Chief Executive Officer of WMX and
Wheelabrator said, "Most important, our joint venture with U.S.
Filter will allow Wheelabrator to concentrate its existing focus
on municipal public-private partnerships and industrial
outsourcing customers. The joint venture allows us to partner
with an industry leader whose technology, equipment and network
of more than 300 offices will broaden our reach and level of
service to an expanded base of customers. Aligned with U.S.
Filter, we will be able to grow our water project business more
broadly and rapidly than we could have with our existing
organization and resources."
Mr. Rooney noted that the $385 million in cash generated by the
asset sale would be used by Wheelabrator for strategic core
business investment, debt reduction and share repurchases. He
said the transaction would be accretive to Wheelabrator.
"The new company will have the support of WMX Technologies and
access to WMX's client base, with particular emphasis on plant
operations requirements of our customers," Mr. Rooney said.
Additionally, he said he anticipates the new joint venture
company would develop an affiliation with WMX's Waste Management
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International plc subsidiary to provide it with marketing,
technical and operational support for projects developed
overseas.
John Goody, currently Chief Executive Officer of Wheelabrator
Water Technologies, will become CEO of the joint venture, which
will be based in Oak Brook, Ill. Michael J. Reardon, in addition
to serving in his current role of Executive Vice President of
U.S. Filter, will serve as the new joint venture's President and
Chief Operating Officer.
Both transactions are expected to be completed in the fourth
quarter. The sale is subject to the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
"In the United States, more than 30 cities with $3 billion of
water and wastewater treatment assets are seriously considering
privatization of wastewater treatment facilities," Mr. Rooney
said. "If privatized, these facilities would generate annual
revenue of $1 billion a year and an $18 billion backlog.
Additionally, more than $30 billion of assets are estimated as
privatizable in some form," he said.
The industrial outsourcing market for process and high-purity
water and wastewater in the U.S. is estimated to grow at a rate
of 30 percent a year, building toward $15 billion by the year
2005, according to Mr. Rooney.
U.S. Filter is a leading global provider of industrial and
commercial water and wastewater treatment systems and services.
With corporate offices in Palm Desert, Cal., U.S. Filter services
its customers and substantial installed base of systems through
its worldwide network of 170 sales and service facilities,
including 22 manufacturing plants and 35 regeneration facilities.
The Company's technologies are driven by approximately 1,000
active international patents and patent filings.
Wheelabrator Technologies Inc. is a diversified global
environmental technologies company, providing municipalities and
industry with clean energy and clean water. The company is a
pioneer in the privatization of municipal infrastructure and
develops water, wastewater, composting, biosolids, trash-to-
energy and independent power solutions for communities and
industries worldwide. Wheelabrator is a majority-owned
subsidiary of WMX Technologies, Inc., the world's leading
environmental services company.
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