As filed with the Securities and Exchange Commission
on April 3, 1997
Registration No. 333-
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
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
<PAGE>
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. ____
------------------------------
CALCULATION OF REGISTRATION FEE
================---------------------------------------------------------------
TITLE OF EACH AMOUNT PROPOSED PROPOSED MAXIMUM AMOUNT OF
CLASS OF TO BE MAXIMUM AGGREGATE OFFERING REGISTRATION
SECURITIES REGISTERED OFFERING PRICE (1) FEE
TO BE PRICE PER
REGISTERED SHARE(1)
===============================================================================
Common stock,
par value
$.01 per
share 2,291,059
shares $ 30.375 $ 69,590,917.13 $ 21,089
===============================================================================
(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 March 31, 1997 as
reported on the New York Stock Exchange Composite Tape.
------------------------------
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>
===============================================================================
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 APRIL 3, 1997
PROSPECTUS
, 1997
2,291,059 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
-------------------
This prospectus provides for the offering by the Selling Stockholder named
herein (the "Selling Stockholder") of up to an aggregate of 2,291,059 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
the Selling Stockholder named herein on April 1, 1997 pursuant to the terms of a
Stock Purchase Agreement between the Company and Wheelabrator Technologies Inc.
("WTI") dated as of February 20, 1997 (the "Stock Purchase Agreement"). The
Shares were issued in consideration of the acquisition by the Company of the
issued and outstanding membership interests or shares of capital stock of
Wheelabrator EOS Inc., Wheelabrator EOS of Wilmington LLC, Wheelabrator EOS
Canada Inc. and Wheelabrator Mexicana S.A. de C.V. (collectively, "EOS
Subsidiaries"). See "Selling Stockholder."
The Shares may be offered or sold by or for the account of the Selling
Stockholder from time to time on one or more exchanges or otherwise, at prices
and on terms to be determined at the time of sale, to purchasers directly or by
or through
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brokers or dealers, who may receive compensation in the form of discounts,
commissions or concessions. The Selling Stockholder and any such brokers or
dealers 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 any such brokers and dealers
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 Stockholder" and "Plan of
Distribution."
The Common Stock is listed on the New York Stock Exchange (the "NYSE") and
traded under the symbol "USF." The last reported sale price of the Common Stock
on the NYSE on April 2, 1997 was $30.875 per share.
---------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 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 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 Web 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 by reference: The
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996;
the Company's Quarterly Reports for the quarters ended June 30, 1996, September
30, 1996 and December 31, 1996; and the Company's Current Reports on Form 8-K
dated May 31, 1996 (as amended on Form 8-K/A dated
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June 28, 1996), June 10, 1996, June 27, 1996, July 15, 1996 (two such
Current Reports), August 23, 1996, September 6, 1996, October 28, 1996 (as
amended on Form 8-K/A dated December 19, 1996), November 6, 1996, December 2,
1996 and January 6, 1997; and the description of the 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 to each person to whom a copy of this Prospectus
is delivered, upon the written or oral request of such person, without charge, 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).
THE COMPANY
The Company is a leading global provider of industrial and municipal water
and wastewater treatment systems, products and services, with an installed base
of systems that the Company believes is one of the largest worldwide. The
Company offers a single-source solution to industrial and municipal customers
through what the Company believes is the industry's broadest range of
cost-effective systems, products, services and proven technologies. In addition,
the Company has one of the industry's largest networks of sales and service
facilities. The Company capitalizes on its large installed base, extensive
distribution network and manufacturing capabilities to provide customers with
ongoing local service and maintenance. The Company is also a leading provider of
service deionization and outsourced water services, including the operation of
water 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
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<PAGE>
to United States Filter Corporation and its subsidiaries, unless the context
requires otherwise.
RISK FACTORS
Prospective investors should consider carefully 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 securities offered hereby. Information contained or incorporated
by reference in this Prospectus includes "forward-looking statements" which can
be identified by the use of forward-looking terminology such as "believes,"
"contemplates," "expects," "may," "will," "should," "would" or "anticipates" or
the negative thereof or other variations thereon or comparable terminology. No
assurance can be given that the future results covered by the forward-looking
statements will be achieved. The following matters constitute cautionary
statements identifying important factors with respect to such forward-looking
statements, including certain risks and uncertainties, that could cause actual
results to vary materially from the future results covered in such
forward-looking statements. Other factors could also cause actual results to
vary materially from the future results covered in such forward-looking
statements.
ACQUISITION STRATEGY
In pursuit of its strategic objective of becoming the leading global
single-source provider of water and wastewater treatment systems and services,
the Company has, since 1991, acquired and successfully integrated more than 50
United States based and international businesses with strong market positions
and substantial water and wastewater treatment expertise. The Company plans to
continue to pursue acquisitions that complement its technologies, products and
services, broaden its customer base and expand its global distribution network.
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
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acquisitions and expects to obtain contracts in markets 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, nationalization 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, the Company's Chairman of the
Board, President and Chief Executive Officer. There are no employment agreements
between the Company and the members of its senior management, except Thierry
Reyners, the Company's Executive Vice President--European Group. Should any of
the senior managers be unable or choose not 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 AND SEASONALITY
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. A significant portion of the
Company's revenues are derived from capital equipment sales. 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.
The sale of water and wastewater distribution equipment and supplies is
also cyclical and influenced by various economic factors including interest
rates, land development and housing construction industry cycles. Sales of such
equipment and
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supplies are also subject to seasonal fluctuation in northern climates. The sale
of water and wastewater distribution equipment and supplies is a significant
component of the Company's business. Cyclicality and seasonality of water and
wastewater distribution equipment and supplies sales 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. The Company is also subject to inherent risks
associated with environmental conditions at facilities owned, and the state of
compliance with environmental laws, by businesses acquired by the Company. 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 cleanup obligations, civil or criminal enforcement
actions or private actions that could have a material adverse effect on the
Company. In that regard federal and state environmental regulatory authorities
have commenced civil enforcement actions related to alleged multiple violations
of applicable wastewater pretreatment standards by a wholly owned subsidiary of
the Company 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 civil actions. The Company has certain rights of
indemnification from Anjou which may be available with respect to these matters.
In addition, the Company's activities as owner and operator of certain hazardous
waste treatment and recovery facilities are subject to stringent laws and
regulations and compliance reviews. Failure of these facilities to comply with
those regulations could result in substantial fines and the suspension or
revocation of the facility's hazardous waste permit. In other matters, the
Company has been notified by the United States Environmental Protection Agency
that it is a potentially responsible party under the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA") at certain sites to which
the Company or its predecessors allegedly sent waste in the past. It is possible
that the Company could receive other such notices under CERCLA or analogous
state laws in the future. The Company does not believe that its liability, if
any, relating to such matters will be material. However, there can be no
assurance that such matters will not be material. 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
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on the Company's competitive or financial position.
COMPETITION
The water 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, prompt
availability of local service capability, 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 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 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 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 develop successfully 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.
MUNICIPAL AND WASTEWATER MARKET
A significant percentage of the Company's revenues derived from municipal
customers. While municipalities represent an important market in the water and
wastewater treatment industry, contractor selection processes and funding for
projects in the municipal sector entail certain additional risks not typically
encountered with industrial customers. Competition for selection
7
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of a municipal contractor typically occurs through a formal bidding process
which can require the commitment of significant resources and greater lead times
than industrial projects. In addition, demand in the municipal market is
dependent upon the availability of funding at the local level, which may be the
subject of increasing pressure as local governments are expected to bear a
greater share of the cost of public services.
A company recently acquired by the Company, Zimpro Environmental, Inc.
("Zimpro"), is party to certain agreements (entered into in 1990 at the time
Zimpro was acquired from unrelated third parties by the entities from which it
was later acquired by the Company), pursuant to which Zimpro agreed, among other
things, to pay the original sellers a royalty of 3.0% of its annual consolidated
net sales of certain products in excess of $35.0 million through October 25,
2000. Under certain interpretations of such agreements, with which the Company
disagrees, Zimpro could be liable for such royalties with respect to the net
sales attributable to products, systems and services of certain defined
wastewater treatment businesses acquired by Zimpro or the Company or the
Company's other subsidiaries after May 31, 1996. The defined businesses include,
among others, manufacturing machinery and equipment, and engineering,
installation, operation and maintenance services related thereto, for the
treatment and disposal of waste liquids, toxic waste and sludge. One of the
prior sellers has revealed in a letter to the Company an interpretation contrary
to that of the Company. The Company believes that it would have meritorious
defenses to any claim based upon any such interpretation and would vigorously
pursue the elimination of any threat to expand what it believes to be its
obligations pursuant to such agreements.
SHARES ELIGIBLE FOR FUTURE SALE
The market price of the Common Stock could be adversely affected by the
availability for public sale of shares held on April 1, 1997 by security holders
of the Company, including: (i) up to 3,750,093 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) 7,636,363
shares issuable upon conversion of the Company's 6% Convertible Subordinated
Notes due 2005 at a conversion price of $18.33 per share of Common Stock; (iii)
9,113,924 shares issuable upon conversion of the Company's 4-1/2% Convertible
Subordinated Notes at a conversion price of $39.50 per share of Common Stock;
(iv) 2,744,918 outstanding shares that are currently registered for sale under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to two
shelf registration statements; and (v) 2,780,522 shares which are subject to
agreements pursuant to which the holders have certain rights to request the
Company to register
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the sale of such holders' Common Stock under the Securities Act and/or, 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 or filed
registration statements under the Securities Act with respect to 6,446,090
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 Stockholder 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 STOCKHOLDER
The Shares which may be offered pursuant to this Prospectus will be
offered by or for the account of Resco Holdings Inc., a Delaware corporation
(the "Selling Stockholder"), a wholly owned subsidiary of WTI, which acquired an
aggregate of 2,291,059 shares of Common Stock on April 1, 1997 pursuant to the
Stock Purchase Agreement. All of the Shares are being offered hereby. The
aggregate number of shares of Common Stock beneficially owned by the Selling
Stockholder prior to the offering described in this Prospectus constitutes
approximately 3.0% of the shares of Common Stock outstanding on April 1, 1997.
Pursuant to the Stock Purchase Agreement, the Company acquired from the
Selling Stockholder and certain affiliates of the Selling Stockholder all of the
issued and outstanding membership interests or shares of capital stock of the
EOS Subsidiaries. In addition, on December 2, 1996, pursuant to an Amended and
Restated Purchase and Sale Agreement between WTI and the Company dated as of
September 14, 1996 (the "WSMG Agreement"), the Company acquired certain
businesses and assets comprising WTI's Water Systems and Manufacturing Group
("WSMG") from the Selling Stockholder and certain other affiliates of WTI. The
WSMG Agreement provided for certain rights of indemnification and certain other
ongoing rights and obligations between the Company and WTI. In addition, the
Company and WTI or its affiliates entered into certain agreements on an
arms-length basis providing for ongoing commercial relationships in connection
with the acquisition of WSMG. Other than as described herein, the Selling
Stockholder does not have, and within the past three years did not have, any
position, office or other material relationship with the Company or any of its
predecessors or affiliates.
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PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by or for the
account of the Selling Stockholder 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 a broker or
dealer, which may include DLJ, solicits purchasers; in block trades in which
brokers or dealers 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; 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.
Brokers or dealers may arrange for others to participate in any such transaction
and may receive compensation in the form of discounts, commissions or
concessions payable by the Company and/or the purchasers of Shares. 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 from the Selling Stockholder or otherwise. The Company
may agree to indemnify participating brokers or dealers against certain civil
liabilities, including liabilities under the Securities Act.
WTI has agreed that the Selling Stockholder will not sell any of the
Shares until the earlier of the date the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 1997 is filed with the Commission and June
30, 1997. WTI has also agreed that the Selling Stockholder will not dispose of
the Shares by means of placing a single sell order for 75% or more of the Shares
as a block at a price at or below the prevailing market price on the NYSE.
The Selling Stockholder and any such brokers or dealers may be deemed to
be "underwriters" within the meaning of the Securities Act, in which event any
discounts, commissions or concessions received by such brokers or dealers and
any profit on the resale of the Shares purchased by such brokers or dealers may
be deemed to be underwriting commissions or discounts under the Securities Act.
The Company has informed the Selling Stockholder 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 Stockholder with a copy of these rules. The
Company also has advised the Selling Stockholder of the requirement for delivery
of a prospectus in connection with any sale of the Shares.
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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 Stockholder
will sell any or all of the Shares. The Selling Stockholder may transfer, devise
or gift such Shares by other means not described herein.
The Company will pay all of the expenses, including, but not limited to,
fees and expenses of compliance with state securities or "blue sky" laws,
incident to the registration of the Shares, other than commissions and other
selling expenses and any stock transfer taxes.
VALIDITY OF COMMON STOCK
The validity of the Shares of Common Stock offered hereby 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 37,500 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, except for the consolidated financial
statements of Davis Water & Waste Industries, Inc. and its subsidiaries as of
April 30, 1996 and 1995 and for each of the three years in the period ended
April 30, 1996, have been audited by KPMG Peat Marwick LLP, independent
certified public accountants, as stated in their report incorporated by
reference herein. The consolidated financial statements of Davis Water & Waste
Industries, Inc. and its subsidiaries, which have been consolidated with those
of the Company, have been audited by Price Waterhouse LLP as stated in their
report incorporated herein by reference. Such financial statements of the
Company and its consolidated subsidiaries are incorporated by reference herein
in reliance upon the report of such firms given on the authority of said firms
as experts in accounting and auditing.
The combined financial statements of the Systems and Manufacturing Group
of Wheelabrator Technologies Inc. as of December 31, 1994 and 1995 and for each
of the years in the three year period ended December 31, 1995 have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, which report is
incorporated by reference herein, and upon the authority of said
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firm as experts in accounting and auditing.
The aggregated financial statements of the United Utilities Plc Process
Equipment Division as of March 31, 1996 and 1995 and for each of the years in
the two-year period ended March 31, 1996, have been incorporated by reference
herein in reliance upon the report of KPMG Audit Plc, independent chartered
accountants, which report is incorporated by reference herein, 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.
The audited financial statements of WaterPro Supplies Corporation as of
December 31, 1995 and for the period from April 7, 1995 to December 31, 1995
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent public accountants as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
12
<PAGE>
=============================== ========================================
NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS 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 2,291,059 SHARES
OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO UNITED STATES FILTER CORPORATION
SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN
ANY CIRCUMSTANCES IN WHICH SUCH COMMON STOCK
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.
-------------
TABLE OF CONTENTS
PAGE
----------------
Available Information..........2
Incorporation of Certain
Documents by Reference.........2 PROSPECTUS
The Company....................3
Risk Factors...................4 ------------------
Use of Proceeds................9
Selling Stockholder............9
Plan of Distribution..........10
Validity of Common Stock......11
Independent Certified
Public Accountants............11 ___________, 1997
================================ ========================================
<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 are as follows:
Securities and Exchange Commission
Filing Fee...............................$ 21,089
Accounting Fees and Expenses.............$ 5,000
Legal Fees and Expenses..................$ 5,000
Miscellaneous Expenses...................$ 1,911
Total..................$ 33,000
ITEM 15. 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
II - 1
<PAGE>
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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed as part of this
registration statement:
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 Consents of KPMG Peat Marwick LLP and KPMG Audit Plc
23.03 Consent of Price Waterhouse LLP
23.04 Consent of Ernst & Young LLP
23.05 Consent of Arthur Andersen LLP (to be filed by amendment)
24.01 Powers of Attorney (included on signature page of this
registration statement)
ITEM 17. 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:
11 - 2
<PAGE>
(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
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 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
II - 3
<PAGE>
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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 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.
II - 4
<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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palm Desert, State of California, on April 2, 1997.
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, including post-effective amendments, 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
--------- -------- -----
Chairman of the April 2, 1997
/s/ Richard J. Heckmann Board, President
- ---------------------------------- and Chief Executive
Richard J. Heckmann Officer (Principal
Executive Officer)
and a Director
<PAGE>
Signature Capacity Date
--------- -------- -----
Vice President and April 2, 1997
/s/ Kevin L. Spence Chief Financial
- ---------------------------------- Officer (Principal
Kevin L. Spence Financial and
Accounting Officer)
Executive Vice April 2, 1997
/s/ Michael J. Reardon President and a
- ---------------------------------- Director
Michael J. Reardon
Senior Vice President April 2, 1997
/s/ Tim L. Traff and a Director
- ----------------------------------
Tim L. Traff
Director April 2, 1997
/s/ James E. Clark
- ----------------------------------
James E. Clark
Director
- ----------------------------------
John L. Diederich
Director
- ----------------------------------
Robert S. Hillas
Director April 2, 1997
/s/ Arthur B. Laffer
- ----------------------------------
Arthur B. Laffer
Director
- ----------------------------------
Alfred E. Osborne, Jr.
Director April 2, 1997
/s/ J. Danforth Quayle
- ----------------------------------
J. Danforth Quayle
Director
- ----------------------------------
C. Howard Wilkins, Jr.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION SEQUENTIAL PAGE
NUMBER ----------- 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)
23.02 Consents of KPMG Peat Marwick LLP and KPMG
Audit Plc
23.03 Consent of Price Waterhouse LLP
23.04 Consent of Ernst & Young LLP
23.05 Consent of Arthur Andersen LLP (to be
filed by amendment)
24.01 Powers of Attorney (included on signature
page of this registration statement)
Exhibit 5.01
April 3, 1997
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 April 3, 1997, with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, with respect to an aggregate of up to 2,291,059 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 stockholder
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 validly 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
Exhibit 23.02
1 of 3
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to the use of our report incorporated by reference herein and
the reference to our firm under the heading "Independent Certified Public
Accountants" in the Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Orange County, California
April 3, 1997
<PAGE>
Exhibit 23.02
2 of 3
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to the use of our report incorporated by reference herein and
the reference to our firm under the heading "Independent Certified Public
Accountants" in the Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Chicago, Illinois
April 3, 1997
<PAGE>
Exhibit 23.02
3 of 3
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
To the Board of Directors and Shareholders
United Utilities PLC
We consent to the use of our report dated 16 October 1996 relating to the
aggregated financial statements of the United Utilities PLC Process Division as
of 31 March 1996 and 1995 and for each of the years in the two year period ended
31 March 1996 and the reference to our firm under the heading "Independent
Certified Public Accountants" in the prospectus to be dated 3 April 1997.
/s/ KPMG Audit Plc
KPMG Audit Plc
Chartered Accountants Manchester
Registered Auditors 3 April 1997
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-3 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.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Atlanta, Georgia
April 3, 1997
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-3) and
related Prospectus of United States Filter Corporation for the registration of
2,291,059 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.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
April 3, 1997
