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As filed with the Securities and Exchange Commission
on January 6, 1997
Registration No. 333-18889
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________
United States Filter Corporation
(Exact name of registrant as specified in its charter)
DELAWARE 3589
(State or other jurisdiction (Primary Standard Industrial
of incorporation or organization) Classification Code Number)
33-0266015
(I.R.S. Employer
Identification No.)
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(619) 340-0098
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
___________________
DAMIAN C. GEORGINO
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
UNITED STATES FILTER CORPORATION
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(619) 340-0098
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
___________________
Copy to:
JANICE C. HARTMAN
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222
(412) 355-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after this registration statement becomes
effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. ____
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If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. X
___
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. ____
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, please check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. ____
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. ____
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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Information contained herein in 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 JANUARY 6, 1997
PROSPECTUS
, 1997
2,043,773 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
___________________
This prospectus provides for the offering of up to an
aggregate of 2,043,773 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 October 28, 1996 pursuant
to the terms of a Stock Purchase Agreement dated as of September
10, 1996 (the "Stock Purchase Agreement"). The Shares were
issued in repayment of debt owed by the Company's newly acquired
subsidiary, WaterPro Supplies Corporation ("WaterPro"), to the
Selling Stockholder. See "Selling Stockholder."
The Shares may be offered or sold by or for the account of
the Selling Stockholder from time to time or at one 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 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
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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 January 3,
1997 was $31.25 per share.
_____________________
SEE "RISK FACTORS" BEGINNING ON PAGE 5 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 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 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 and
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September 30, 1996; and 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, 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 and December 2, 1996; 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.
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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 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 45 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.
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INTERNATIONAL TRANSACTIONS
The Company has made and expects it will continue to make
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. In particular, the purchase price for the pending
acquisition by the company of the businesses of the Process
Equipment Division ("PED") of United Utilities Plc is
Pound/Sterling 125.5 million, comprised of approximately
Pound/Sterling 100.5 million in cash and Pound/Sterling 25.0
million in shares of Common Stock. The Company has entered into
a forward contact pursuant to which it is obligated to purchase
100.0 million British pounds sterling for approximately $159.3
million at any time between December 16, 1996 and February 14,
1997, for the purpose of hedging the cash portion of the price of
its acquisition of PED. With respect to the remaining
Pound/Sterling 0.5 million cash portion of the consideration and
the Pound/Sterling 25.0 million in shares of Common Stock, to the
extent the value of the United States dollar declines relative to
pounds sterling prior to the closing of the acquisition, the cost
to the Company of acquiring PED would increase. In addition, if
the acquisition of PED is not consummated, or the acquisition is
consummated after February 14, 1997, the Company would be at risk
with respect to the Pound/Sterling 100.0 million it purchased
pursuant to such forward contract to the extent that the value of
the British pound sterling decreases relative to the value of
other currencies.
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 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
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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
supplies are also subject to seasonal fluctuation in northern
climates. As a result of recent acquisitions, 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.
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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
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.
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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
Completion of certain recent and pending acquisitions will
increase significantly the 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 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
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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
November 10, 1996 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)
2,908,171 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) 6,191,145 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/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 under the Securities Act 4,457,068 shares
which may be issuable by the Company from time to time in
connection with acquisitions of businesses 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
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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 Edmundson International,
Inc., a California corporation (the "Selling Stockholder"), which
acquired an aggregate of 2,971,119 shares of Common Stock
(including Shares offered hereby) on October 28, 1996 pursuant to
the Stock Purchase Agreement. The aggregate number of shares of
Common Stock beneficially owned by the Selling Stockholder prior
to the offering described in this Prospectus constituted 4.26%,
and the aggregate number of shares of Common Stock that would be
owned by it if all of the Shares are disposed of constitute
1.33%, respectively, of the outstanding Common Stock.
Pursuant to the Stock Purchase Agreement, the Company
acquired all of the outstanding voting securities of WaterPro.
Prior to such acquisition, the Selling Stockholder was a
significant shareholder and creditor of WaterPro and had certain
contractual and other rights with respect to its share and debt
holdings in WaterPro. 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.
PLAN OF DISTRIBUTION
Shares offered hereby may be sold from time to time or at
one 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, which
may include Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"), 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, which
may include DLJ, 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, which may include DLJ,
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. The proceeds to the Selling
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Stockholder from any sale of Shares will be net 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, 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,
which may include DLJ, against certain civil liabilities,
including liabilities under the Securities Act. The Company and
the Selling Stockholder are obligated to indemnify each other
against certain civil liabilities arising under the Securities
Act.
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.
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.
Pursuant to an agreement entered into in conjunction with
the acquisition of WaterPro, the Selling Stockholder has the
right, exercisable during the 90-day period commencing on
December 27, 1996, to require the Company to purchase all or any
portion of the shares of Common Stock (including the Shares)
acquired by the Selling Stockholder pursuant to the Stock
Purchase Agreement at a purchase price equal to $33.125 per
share.
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 selling commissions or discounts and stock transfer
taxes attributable to the sale of the Shares and any out-of-
pocket expenses of the Selling Stockholder incurred in connection
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with the registration of the Shares, including without
limitation, fees and disbursements of counsel for the Selling
Stockholder and marketing expenses.
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.
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 and upon 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
firm as experts in accounting and auditing.
The aggregated financial statements of the United Utilities
PLc Process Equipment Division as of 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
13
<PAGE>
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.
14
<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 2,043,773 SHARES
OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT UNITED STATES FILTER CORPORATION
RELATES OR AN OFFER TO SELL
OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES COMMON STOCK
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.
_____________ ________________
TABLE OF CONTENTS
PROSPECTUS
PAGE
________________
Available Information . . . 3
Incorporation of Certain
Documents by Reference . 3
The Company . . . . . . . . 4
Risk Factors . . . . . . . 5
Use of Proceeds . . . . . 10
Selling Stockholder . . . 11
Plan of Distribution . . 11
Validity of Common Stock 13
Independent Certified Public
Accountants . . . . . . . 13 ___________, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed as part of
this registration statement:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5.01 Opinion of Damian C. Georgino as to the
legality of the securities being registered
(previously filed)
23.01 Consent of Damian C. Georgino (included in
Exhibit 5.01)
23.02 Consents of KPMG Peat Marwick LLP (one
previously filed) 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
24.01 Powers of Attorney (included on original
signature page of this registration statement)
99.01 Stock Purchase Agreement dated as of September
10, 1996 among United States Filter
Corporation, Edmundson International, Inc.,
Hajoca Corporation, Christopher M. Pappo and
Richard J. Klau (incorporated by reference to
Exhibit 2.3 to the Company's Registration
Statement on Form S-3, Registration No. 333-
14277)
99.02 Option, Transfer and Registration Agreement
dated as of October 28, 1996 among United
States Filter Corporation, Edmundson
International, Inc., Hajoca Corporation,
Christopher M. Pappo and Richard J. Klau
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Palm Desert, State of California, on January 6, 1997.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
---------------------------------
Richard J. Heckmann
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this amendment has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- -----
/s/ Richard J. Heckmann Chairman of the January 6, 1997
-------------------------- Board, President
Richard J. Heckmann and Chief
Executive
Officer
(Principal
Executive
Officer) and a
Director
/s/ Kevin L. Spence Vice President January 6, 1997
-------------------------- and Chief
Kevin L. Spence Financial
Officer
(Principal
Financial and
Accounting
Officer)
* Executive Vice
-------------------------- President and a
Michael J. Reardon Director
Senior Vice
-------------------------- President and a
Tim L. Traff Director
* Director
--------------------------
James E. Clark
<PAGE>
Signature Capacity Date
--------- -------- -----
Director
--------------------------
John L. Diederich
* Director
--------------------------
Robert S. Hillas
* Director
--------------------------
Arthur B. Laffer
Director
--------------------------
Alfred E. Osborne, Jr.
* Director
--------------------------
J. Danforth Quayle
* Director
--------------------------
C. Howard Wilkins, Jr.
*By:/s/ Damian C. Georgino January 6, 1997
----------------------
Damian C. Georgino
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ---------------
5.01 Opinion of Damian C. Georgino as to
the legality of the securities being
registered (previously filed)
23.01 Consent of Damian C. Georgino
(included in Exhibit 5.01)
23.02 Consents of KPMG Peat Marwick LLP
(one previously filed) 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
24.01 Powers of Attorney (included on
original signature page of this
registration statement)
99.01 Stock Purchase Agreement dated as of
September 10, 1996 among United
States Filter Corporation, Edmundson
International, Inc., Hajoca
Corporation, Christopher M. Pappo
and Richard J. Klau (incorporated by
reference to Exhibit 2.3 to the
Company's Registration Statement on
Form S-3, Registration No. 333-
14277)
99.02 Option, Transfer and Registration
Agreement dated as of October 28,
1996 among United States Filter
Corporation, Edmundson
International, Inc., Hajoca
Corporation, Christopher M. Pappo
and Richard J. Klau
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 reports 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
December 27, 1996
<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 31
December 1996.
/s/ KPMG Audit Plc
KPMG Audit Plc
Chartered Accountants Manchester
Registered Auditors 31 December 1996
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.
Price Waterhouse LLP
Atlanta, Georgia
December 31, 1996
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 2,043,773 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
Ernst & Young LLP
Minneapolis, Minnesota
December 30, 1996
Exhibit 23.05
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 8, 1996 included in United States Filter
Corporation's Report on Form 8-K dated November 6, 1996 and to
all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Minneapolis, Minnesota
December 31, 1996
Exhibit 99.02
Option, Transfer and Registration Agreement
among
United States Filter Corporation,
Edmundson International, Inc.,
Hajoca Corporation,
Christopher M. Pappo
and
Richard J. Klau
dated as of
October 28, 1996
<PAGE>
Option, Transfer and Registration Agreement
among
United States Filter Corporation,
Edmundson International, Inc.,
Hajoca Corporation,
Christopher M. Pappo
and
Richard J. Klau
dated as of
October 28, 1996
TABLE OF CONTENTS
PAGE
1. Certain Definitions . . . . . . . . . . . . . . . . 1
2. Restrictions on Transferability . . . . . . . . . . 2
3. Restrictive Legends . . . . . . . . . . . . . . . . 2
4. Notice of Proposed Transfers . . . . . . . . . . . . 3
5. Initial Registration of Debt Repayment Shares . . . 4
6. Demand Registration . . . . . . . . . . . . . . . . 4
7. Plan of Distribution . . . . . . . . . . . . . . . . 6
8. Company Registration . . . . . . . . . . . . . . . . 6
9. Expenses of Registration . . . . . . . . . . . . . . 7
10. Indemnification . . . . . . . . . . . . . . . . . . 7
11. Obligations of the Company . . . . . . . . . . . . . 9
12. Securities Law Compliance . . . . . . . . . . . . . 10
13. Standoff Agreement . . . . . . . . . . . . . . . . 11
14. Rule 144 Requirements . . . . . . . . . . . . . . . 11
15. Put Right and Call Offer . . . . . . . . . . . . . 11
16. Amendment . . . . . . . . . . . . . . . . . . . . . 13
17. Investment Representation. . . . . . . . . . . . . . 13
18. Notices, etc.. . . . . . . . . . . . . . . . . . . . 13
19. Entire Agreement; Severability . . . . . . . . . . . 14
20. Governing Law . . . . . . . . . . . . . . . . . . . 14
21. Counterparts . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
OPTION, TRANSFER AND REGISTRATION AGREEMENT
This Option, Transfer and Registration Agreement
("Agreement") is entered into as of October 28, 1996 among United
States Filter Corporation, a Delaware corporation (the
"Company"), Edmundson International, Inc., a California
corporation ("Edmundson"), Hajoca Corporation, a Maine
corporation ("Hajoca"), Christopher M. Pappo ("Pappo") and
Richard J. Klau ("Klau"), with reference to certain shares of
Common Stock, $.01 par value (the "Common Stock") of the Company.
1. Certain Definitions. As used in this Agreement, the
following terms shall have the following respective meanings:
"Commission" shall mean the United States Securities
and Exchange Commission or any other federal agency at the
time administering the Securities Act.
"Debt Repayment Shares" shall mean Registrable Shares
issued in repayment of the Insider Company Debt as defined
in the Stock Purchase Agreement.
"Equity Shares" shall mean Registrable Shares other
than the Debt Repayment Shares.
"Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder, all as the same
shall be in effect at the time and any successor thereto.
"Holders" shall mean Edmundson, Hajoca, Pappo and Klau.
"Restricted Shares" shall mean the shares of the
Company required to bear the legend set forth in paragraph
(a) of Section 3 hereof.
"Registrable Shares" shall mean the Shares; provided,
however, that Shares shall be treated as Registrable Shares
only if and so long as they have not been (i) sold in a
public distribution or a public securities transaction, or
(ii) sold in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act as a
result of which all transfer restrictions and restrictive
legends with respect thereto are removed upon the
consummation of such sale.
The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities
<PAGE>
Act, and the declaration or ordering of the effectiveness of
such registration statement.
"Registration Expenses" shall mean all registration,
qualification and filing fees, fees and disbursements of
counsel for the Company, accounting fees incident to any
such registration, state securities or blue sky fees and
expenses, printing expenses, transfer agent and registrar
fees, reasonable fees and expenses of any special experts
retained by the Company in connection with any such
registration, and any listing fees.
"Rule 144" shall mean Rule 144 promulgated under the
Securities Act, as such Rule shall be in effect at the time,
and any successor thereto.
"Securities Act" shall mean the United States
Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder, all as the same
shall be in effect at the time.
"Selling and Distribution Expenses" shall mean all
underwriting discounts, selling commissions and stock
transfer taxes attributable to the sale of Shares by the
Holders and any out-of-pocket expenses of the Holders
incurred in connection with the registration of Shares,
including, without limitation, fees and disbursements of
counsel for the Holders if such counsel is not also counsel
for the Company and marketing expenses.
"Shares" shall mean the 3,201,507 shares of Common
Stock issued to or for the benefit of the Holders on the
date hereof and any shares of Common Stock issued in respect
thereof in connection with stock splits, stock dividends or
distributions, or combinations or similar recapitalizations,
on or after the date hereof.
"Stock Purchase Agreement" shall mean the Stock
Purchase Agreement dated as of September 10, 1996, as
amended October 28, 1996, by and among the parties hereto
and WaterPro Supplies Corporation.
2. Restrictions on Transferability. The Shares may be
sold, assigned, transferred or pledged only in accordance with
the conditions specified in this Agreement, which conditions are
intended to ensure compliance with the provisions of the
Securities Act.
3. Restrictive Legends.
- 2 -
<PAGE>
(a) Each certificate representing Shares shall (unless
otherwise permitted by subsection (c) of this Section 3 or
Section 4) be stamped with the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY
BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.
(b) Each certificate representing Shares shall also be
stamped with the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT
BETWEEN CERTAIN STOCKHOLDERS AND THE CORPORATION WHICH
INCLUDES RESTRICTIONS ON CERTAIN SALES OF THE
SECURITIES. COPIES OF THE AGREEMENT MAY BE OBTAINED
UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.
(c) Each Holder consents to the Company's making a
notation on its records and giving instructions to any transfer
agent of the Company in order to implement the restrictions on
transfer established in this Agreement. The legend placed on any
certificate pursuant to Section 3(a) and any notations or
instructions with respect to the Restricted Shares represented by
such certificate will be promptly removed, and the Company will
promptly issue a certificate without such legend to the Holder of
such Restricted Shares (i) if such Restricted Shares are
registered under the Securities Act (but only in connection with
the actual sale of such securities) and a prospectus meeting the
requirements of Section 10 of the Securities Act is available or
(ii) if the Holder thereof satisfies the requirements of Rule
144(k) and, where reasonably determined necessary by the Company,
provides the Company with an opinion of counsel for the Holder of
the Shares, both such counsel and such opinion being reasonably
satisfactory to the Company, to the effect that (A) the Holder
meets the requirements of Rule 144(k) or (B) a public sale,
transfer or assignment of the Shares may be made without
registration.
4. Notice of Proposed Transfers. The holder of each
certificate representing Restricted Shares by acceptance thereof
agrees to comply in all respects with the provisions of this
Section 4. Prior to any proposed sale, assignment, transfer or
- 3 -
<PAGE>
pledge of any Restricted Shares, unless there is in effect a
registration statement under the Securities Act covering the
proposed transfer, the Holder thereof shall notify the Company in
writing of such Holder's intention to effect such sale,
assignment, transfer or pledge and the intended manner and
circumstances thereof in reasonable detail. If requested by the
Company, any such notice shall be accompanied at such Holder's
expense by a written opinion of legal counsel who is, and whose
legal opinion shall be, reasonably satisfactory to the Company,
addressed to the Company, to the effect that the proposed
transfer of Restricted Shares may be effected without
registration under the Securities Act, and by such certificates
and other information as the Company may reasonably require to
confirm such opinion, whereupon the Holder of such Restricted
Shares shall be entitled to transfer such Restricted Shares in
the manner contemplated by such opinion. Each certificate
evidencing the Restricted Shares transferred as above provided
shall bear, except if such transfer is made pursuant to Rule 144,
the appropriate restrictive legend set forth in Section 3(a)
above, except that such certificate shall not bear such
restrictive legend if in the opinion of counsel for such Holder
and the Company such legend is not required in order to establish
compliance with any provisions of the Securities Act. So long as
such restrictive legend shall be required to remain on any such
certificates, the transfer of the Restricted Shares represented
thereby shall be conditioned upon the transferee thereof becoming
a party hereto (except that such transferee shall have no rights
under Sections 5, 6 or 8 hereof unless the transferee is a
Holder).
5. Initial Registration of Debt Repayment Shares. The
Company shall file a shelf registration statement on Form S-3 (or
successor form) covering the Debt Repayment Shares under the
Securities Act as expeditiously as reasonably possible following
the date of this Agreement, shall use its best efforts to cause
such registration statement to become effective, and shall keep
such registration statement effective until the earlier of (i)
the distribution by Edmundson of all of the Debt Repayment Shares
or (ii) the day after all of the following shall have been true
on each of 60 days (which need not be consecutive): (a) the
registration statement shall have been effective and (b) the
prospectus included in the registration statement shall have been
current for purposes of the methods of distribution of the Debt
Repayment Shares set forth in the registration statement.
Notwithstanding the foregoing, the Company shall not be required
to file a registration statement covering the Debt Repayment
Shares or to cause such a registration statement to become
effective at any time when the Holders would be required to
- 4 -
<PAGE>
refrain from selling Registrable Shares pursuant to Section 12(b)
hereof.
6. Demand Registration. In case the Company shall receive
a written request from Edmundson that the Company effect a
registration with respect to the Equity Shares, the Company will:
(a) promptly give written notice of the proposed
registration to all other Holders of Equity
Shares; and
(b) file a shelf registration statement (on Form S-3
or successor form) with the Commission within 120
days after Edmundson's request and use its best
efforts to effect such registration as would
permit or facilitate the sale and distribution of
all Equity Shares; and
Provided further, however, that the Company
shall not be obligated to effect any such
registration pursuant to this Section 6:
(A) Unless Edmundson's request is made under
one of the following circumstances:
(I) such request is received by the Company
during the period commencing six months
after the date hereof and ending twelve
months after the date hereof (the "First
Window") and the Company has not
previously effected a registration
pursuant to a request received during
the First Window; or
(II) such request is received by the Company
during the period commencing twelve
months after the date hereof and ending
twenty-four months after the date hereof
(the "Second Window"), the Company has
not previously effected a registration
pursuant to a request received during
the Second Window and the holding period
for the Equity Shares as may be then
specified in Rule 144 has not expired;
provided, however, the Holders may make
an aggregate of two registration
requests during the Second Window if:
(x) a registration requested during the
First Window was not effected by reason
- 5 -
<PAGE>
of subsection (B) or (C) below, and (y)
in the case where the First Window
registration request was not effected by
reason of subsection (B) below, the
registration statement referred to
therein did not include all Equity
Shares which were requested to be so
included or Equity Shares were not
entitled to be so included;
(B) During any period of time (not exceeding
60 days) when the Company is
contemplating the filing of a
registration statement or a private
placement with respect to a public
offering or private placement of its
securities and is advised in writing by
its investment banking firm that such
public offering or private placement
would in its opinion be adversely
affected by the requested registration,
and during a period ending 60 days
following the completion of any such
offering; and
(C) At any time when the Holders would be
required to refrain from selling Registrable
Shares pursuant to Section 12(b) hereof.
7. Plan of Distribution.
(a) The distribution of Registrable Shares pursuant to
a registration under Section 5 or 6 shall be effected, whether
from time to time or at one time, only (i) by or through such
investment banking firm or firms as may be designated by the
Company in connection with the filing of the applicable
registration statement, acting in such capacity (as broker,
dealer, principal or otherwise), and receiving such compensation,
as may be agreed by Edmundson and such investment banking firm or
firms, or (ii) in private transactions as to which the Company
shall have been given at least two business days' prior written
notice describing the terms of the proposed transaction(s),
unless the Company shall have identified prior to the expiration
of such two-day period a substitute purchaser for all of the
Registrable Shares identified in such notice on terms at least as
favorable to the Holders as the terms specified in such notice,
in which event such Registrable Shares shall be sold to such
substitute purchaser (which may be the Company).
- 6 -
<PAGE>
(b) The Company shall give the Holder or Holders of
Registrable Shares to be included in any registration statement
at least ten (10) days written notice prior to the filing of a
registration statement pursuant to Section 5 or 6. Such Holder
or Holders shall advise the Company in writing within five (5)
days of receipt of such notice of the terms of its compensation
arrangements with the designated investment banking firm or
firms, the capacity in which such firm or firms will act, the
distribution proposed by such Holder or Holders, and such
information regarding such Holder or Holders and the shares of
Common Stock held by them as the Company may request in writing
and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.
(c) The Holders shall not be entitled to effect a
distribution under Section 5 or 6 by means of an underwritten
offering, except as provided in Section 8 or otherwise provided
herein.
(d) The Holders shall be entitled to exclude from any
registration effected pursuant to Section 5 or 6 any shares of
Common Stock held by others having rights to include shares in
registrations effected by the Company if the investment banking
firm or firms designated under subsection (a) hereof determines
that marketing factors require a limitation of the number of
shares to be included in such registration.
(e) The Company hereby represents and warrants that it
has no agreement, undertaking or other arrangement granting to
any third party the right (whether demand, piggyback or
otherwise) to require the Company to register any class of shares
of its capital stock, outstanding as of the date of this
Agreement, except as disclosed on Schedule 7(e).
8. Company Registration.
(a) Notice of Registration. If, at any time or from
time to time, the Company shall determine to register any of its
Common Stock, either for its own account or the account of a
security holder or holders exercising their respective demand
registration rights, for distribution pursuant to an underwritten
offering, the Company will (i) promptly give to each Holder
written notice thereof, and (ii) include in such registration
(and any related qualification under blue sky laws or other
compliance), subject to Section 8(b), all the Registrable Shares
specified in a written request or requests made by any Holder
within 30 days after its receipt of such written notice from the
Company.
- 7 -
<PAGE>
(b) Underwriting. The right of any Holder to
registration pursuant to this Section 8 shall be conditioned upon
such Holder's participation in such underwriting and the
inclusion of Registrable Shares in the underwriting to the extent
provided herein. All Holders proposing to distribute all or a
portion of their Registrable Shares through such underwriting
shall (together with the Company and the other holders
distributing shares of Common Stock through such underwriting),
if required by the managing underwriter of such offering, enter
into an underwriting agreement in customary form with the
managing underwriter selected for such underwriting by the
Company (or by the holders who have demanded such registration),
and shall provide to the Company upon written request such
information referenced in Section 7(b) hereof as may be specified
in such request. Notwithstanding any other provision of this
Section 8, if the managing underwriter in its sole discretion
determines that marketing factors require a limitation of the
number of shares to be underwritten, the managing underwriter may
limit the Registrable Shares to be included in such registration.
The Company shall so advise all Holders and the other holders
distributing their securities through such underwriting pursuant
to piggyback registration rights similar to this Section 8, and
the number of Registrable Shares and other securities that may be
included in the registration and underwriting by such Holders and
such other holders shall be reduced by the number of shares
determined by the managing underwriter not to be included in such
registration, such cutback to be allocated among all Holders and
such other holders in proportion, as nearly as practicable, to
the respective amounts of Registrable Shares held by such Holders
and such other securities by such other holders. If any Holder
disapproves of the terms of any such underwriting, it may elect
to withdraw therefrom by written notice to the Company and the
managing underwriter.
(c) Right to Terminate Registration. The Company
shall have the right to terminate or withdraw any registration
under this Section 8 prior to the effectiveness of such
registration whether or not any Holder has elected to include
securities in such registration.
9. Expenses of Registration. All Registration Expenses
incurred in connection with any registration pursuant to Sections
5, 6 or 8 shall be borne by the Company. All Selling and
Distribution Expenses attributable to the Registrable Shares
registered on behalf of the Holders shall be borne by the Holders
of the Registrable Shares included in such registration pro rata
on the basis of the number of Registrable Shares so registered,
except that Selling and Distribution Expenses relating to Debt
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Repayment Shares (other than any stock transfer taxes) shall be
borne by the Company.
10. Indemnification.
(a) The Company will indemnify each Holder, each of
its officers, directors, partners, employees and agents and each
person controlling such Holder within the meaning of Section 15
of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this
Agreement, against all expenses, claims, losses, damages or
liabilities (or actions in respect thereof), including any of the
foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any
such registration, qualification or compliance, or any omission
(or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein,
in the light of the circumstances in which they were made, not
misleading, or any violation by the Company of any rule or
regulation promulgated under the Securities Act or any other
federal, state or common law rule or regulation applicable to the
Company in connection with any such registration, qualification
or compliance, and the Company will reimburse each such Holder,
each of its officers, directors, employees and agents and each
person controlling such Holder for any legal and any other
expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such
case to the extent that any such claim, loss, damage, liability
or expense arises out of or is based on any untrue statement or
omission or alleged untrue statement or omission made in reliance
upon and in conformity with any written information furnished to
the Company pursuant to an instrument duly executed by such
Holder or controlling person and stated to be specifically for
use therein.
(b) Each Holder will, if Registrable Shares held by
such Holder are included in the securities as to which such
registration, qualification or compliance is being effected,
indemnify the Company, each of its directors and officers, each
underwriter, if any, of the Company's securities covered by such
a registration statement, each person who controls the Company or
such underwriter within the meaning of Section 15 of the
Securities Act, and each other such Holder, each of its officers
and directors and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, against all claims,
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losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse
the Company, such Holders, such directors, officers, persons,
underwriters or control persons for any legal or any other
expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in
each case to the extent, but only if and to the extent, that such
untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon
and in conformity with any written information furnished to the
Company pursuant to an instrument duly executed by such Holder
and stated to be specifically for use therein.
(c) Each party entitled to indemnification under this
Section 10 (the "Indemnified Party") shall give written notice to
the party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and
shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified
Party (whose approval shall not unreasonably be withheld), and
the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this
Agreement unless, but only to the extent that, the failure to
give such notice is actually prejudicial to an Indemnifying
Party's ability to defend such action. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with
the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.
(d) In order to provide for just and equitable
contribution to joint liability under the Securities Act in any
case in which any Holder of Registrable Shares exercising rights
under this Agreement, or any controlling person of any such
Holder, makes a claim for indemnification pursuant to this
Section 10 but it is judicially determined (by the entry of a
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<PAGE>
final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right
of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that this Section 10 provides for
indemnification in such case, then, the Company and such Holder
will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from
others) in such proportion as shall be finally determined and
decided by a panel of three arbitrators, one selected by
Edmundson, one selected by the Company and the third selected by
the arbitrators selected by Edmundson and the Company; provided,
however, that, in any such case, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
11. Obligations of the Company. Whenever required under
this Agreement to use its best efforts to effect the registration
of any Registrable Shares, the Company shall, as expeditiously as
reasonably possible:
(a) Prepare and file with the Commission a
registration statement with respect to such Registrable Shares,
and use its best efforts to cause such registration statement to
become effective and to keep such registration statement
effective (i) for the period provided in Section 5 in the case of
a registration effected under that section and (ii) for up to 90
days in the case of a registration effected under Section 6.
(b) Prepare and file with the Commission such
amendments and supplements to such registration statement as may
be necessary (i) to update and keep such registration statement
effective as provided in Section 11(a) above, (ii) to comply with
the provisions of the Securities Act with respect to the
disposition of all Registrable Shares covered by such
registration statement and (iii) to reflect a modification in the
manner of distribution of the Registrable Shares.
Notwithstanding anything else to the contrary contained herein,
the Company shall not be required to disclose in any amendment or
supplement to a registration statement or otherwise (x) any
confidential information concerning any matter which is the
subject of a notice given under Section 11(f) as to which the
Company has a bona fide interest in withholding disclosure, or
(y) historical financial statements or pro forma financial
information required by Regulation S-X of the Commission in
connection with a business acquisition or disposition prior to
the date when such information would otherwise be required to be
filed with the Commission (including extensions pursuant to Item
7(a)(4) of Form 8-K), except as provided in Section 11(f) hereof.
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<PAGE>
(c) Furnish to the Holders whose Registrable Shares
have been included in a registration statement such numbers of
copies of the registration statement and all amendments thereto,
any prospectus included in such registration statement, including
any preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of
Registrable Shares owned by them.
(d) Use its best efforts to register and qualify the
Registrable Shares covered by such registration statement under
such other securities or blue sky laws of such jurisdictions as
shall be reasonably requested by the Holders whose Registrable
Shares have been included in such registration statement,
provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or
to execute and file a general consent to service of process in
any such states or jurisdictions.
(e) In the event of any underwritten public offering
contemplated by Section 8, enter into and perform its obligations
under an underwriting agreement, in usual and customary form,
with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and
perform its obligations under such an agreement.
(f) Notify each Holder of Registrable Shares covered
by a registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the
light of the circumstances under which the prospectus is used,
and, except for periods not to exceed 180 days in each instance
where the Company has a bona fide interest in withholding
disclosure or the time period for filing with the Commission
information referred to in Section 11(b)(y) has not expired,
promptly prepare and furnish to such Holders a supplement or
amendment to such prospectus, or otherwise update such prospectus
through the filing of a Current Report on Form 8-K or otherwise,
so that such prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading.
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<PAGE>
12. Securities Law Compliance.
(a) The Holder or Holders of Registrable Shares
included in any registration pursuant to this Agreement covenant
that they will comply with the Securities Act and with the
Exchange Act with respect to any such registration, recognizing
that the Company may notify such Holder or Holders in accordance
with Section 11(f) that the registration statement is not then
current.
(b) The Holders agree that, immediately upon receipt
of a notification pursuant to Section 11(f), they will refrain
from selling Registrable Shares under a registration statement
filed pursuant to Section 5 or 6 of this Agreement until (i)
subsequently notified by the Company that the registration is
current as a result of actions taken by the Company pursuant to
Section 11(f) or otherwise or (ii) receipt of a favorable opinion
of counsel as hereinbelow provided. The Company agrees that it
will consult with Edmundson or, at Edmundson's request, counsel
for Edmundson, following the giving of any such notification, and
that in the event Edmundson (or its counsel) is of the view that
the Registrable Shares could be sold in compliance with the
Securities Act and the Exchange Act without disclosure of the
nonpublic information which is the subject of the notification,
the parties hereto agree to be bound by an opinion of Kirkpatrick
& Lockhart LLP or other counsel reasonably satisfactory both to
Edmundson and the Company as to whether such sales can be made
without violation of the Securities Act or the Exchange Act.
13. Standoff Agreement. The Holders agree in connection
with any registration of the Company's securities, upon request
of the underwriters managing any underwritten offering of the
Company's securities, not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any
Equity Shares (other than those included in such registration),
without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to
exceed 120 days) from the effective date of such registration as
may be requested by the Company or such managing underwriters.
14. Rule 144 Requirements. The Company agrees to:
(a) use its best efforts to file with the Commission
in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act;
(b) furnish to any Holder of Registrable Securities
upon request (i) a written statement by the Company as to its
compliance with the requirements of Rule 144(c), and the
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<PAGE>
reporting requirements of the Securities Act and the Exchange
Act, (ii) a copy of the most recent annual or quarterly report of
the Company, and (iii) such other reports and documents of the
Company as such Holder may reasonably request to avail itself of
any similar rule or regulation of the Commission allowing itself
to sell any such securities without registration; and
(c) cooperate with any Holder in such manner as such
Holder may reasonably request so as to enable sales made in
compliance with the requirements of Rule 144 to be made in
compliance with the requirements of any transfer agent, registrar
or the broker through whom any sales are to be executed.
15. Put Right and Call Offer.
(a) Subject to Section 15(b) below, each Holder shall
have the right to sell (a "Put Right") during the Put Right
Exercise Period (as defined below), and upon exercise of that
right the Company shall purchase, all or any portion of the
Shares then owned by such Holder at a purchase price per Equity
Share equal to 100% of the Average Specified Price (as defined
below) during the Put Right Exercise Period, and at a purchase
price per Debt Repayment Share equal to 100% of the Average
Specified Price during the first 90 days of the Put Exercise
Period. If the Put Right is not duly exercised during the Put
Right Exercise Period, it shall expire at the end of the Put
Right Exercise Period. A Put Right may be exercised only once by
each Holder.
(b) The Company may offer to purchase from each Holder
or from all of the Holders (a "Call Offer") during the Call Offer
Period (as defined below) all or any portion of the Shares then
owned by such Holders at a purchase price equal to 110% of the
Average Specified Price (as defined below). The Holders may, at
their option, accept such Call Offer upon written notice
delivered to the Company within twenty business days after notice
of the Call Offer is given to the Holders. If any Holder does
not duly accept the Call Offer in accordance with the terms of
the Call Offer and this Agreement, or if any such Holder accepts
the Call Offer but subsequently does not sell to the Company the
Shares agreed to be sold by such Holder to the Company within the
period provided for in this Section 15, then both the Call Offer
and all rights of the Holders under Section 15(a) with respect to
the Shares subject to such Call Offer shall then immediately
expire and be of no further force and effect.
(c) The "Average Specified Price" for each Share
subject to a Put Right or a Call Offer shall be $33.125, which is
equal the average of the closing prices of the Common Stock as
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reported by the New York Stock Exchange for each of the twenty-
five trading days ending on the sixth to the last trading day
preceding the date of this Agreement. The "Put Right Exercise
Period" and the "Call Offer Period" shall each be the 90-day
period commencing on the 60th day after the date of this
Agreement. A Put Right may be exercised and a Call Offer may be
made only by written notice to the Company or the Holders, as the
case may be, and such notice shall contain the number of Shares
to be purchased and the identity of the Holder selling such
Shares. The purchase price payable upon purchase and sale of the
Shares subject to a Put Right or Call Offer hereunder shall be
paid in cash on the Closing Date (as defined below). In the
event that such payment is not made on the Closing Date, the
Holder of such Shares shall be entitled to receive a lump sum
payment equal to 5% of the purchase price thereof.
(d) In the event of an exercise of a Put Right or the
making of a Call Offer, the parties to such transaction shall
mutually determine a closing date (a "Closing Date") which shall
not be more than 30 days, subject to any applicable waiting
period under the U.S. Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, after the date the Put Right is
exercised or Call Offer is made and accepted by one or more
Holders, as the case may be, or if any such day is not a business
day, then the first business day thereafter. Such closing
("Closing") shall be held at 11:00 a.m., local time, at the
principal executive office of the Company, or at such other time
or place as the parties may agree. On the Closing Date of a
purchase of Shares pursuant to this Section, the Holders shall
deliver to the Company certificates, with stock powers duly
endorsed in blank, representing the Shares to be purchased. In
addition, if the person selling the Shares is the personal
representative of a deceased Holder, the personal representative
shall also deliver to the Company (i) copies of letters
testamentary or letters of administration evidencing his
appointment and qualification, (ii) a certificate issued by the
Internal Revenue Service pursuant to Section 6325 of the United
States Internal Revenue Code of 1986, as amended (the "Code"),
discharging the Shares being sold from liens imposed by the Code
(or, if it is not possible to obtain such certificate by the
Closing Date, the sale of such Shares may be consummated and the
proceeds placed in escrow pending receipt thereof), and (iii) an
estate tax waiver issued by the state of the decedent's domicile.
16. Amendment. Any provision of this Agreement may be
amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only by the written consent of the Company and
Edmundson. Any amendment or waiver effected in accordance with
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<PAGE>
this Section 16 shall be binding upon each Holder of any
Registrable Shares then outstanding, each future holder of any
Shares who is a party to this Agreement, and the Company.
17. Investment Representation. Each Holder hereby confirms
and represents and warrants to the Company that such Holder is
acquiring the Shares for investment only and not with a view to
or in connection with any resale or distribution of the Shares.
18. Notices, etc. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed
to have been duly given if delivered by hand, courier service,
United States mail (return receipt requested) or by facsimile,
addressed as follows:
(a) if to Edmundson and Hajoca, to:
Keith W. Colburn, President
Edmundson International, Inc.
P.O. Box 1287
Northbrook, IL 60065
Telecopy: (847) 498-7893
with a required copy to:
Bernard E. Lyons
Attorney at Law
1516 Pontius Avenue
Los Angeles, CA 90025
Telecopy: (310) 473-1746
(b) if to Pappo, to:
Christopher M. Pappo
6811 Charis Court
Eden Prairie, Minnesota 55346
Telephone: (612) 949-0546
(c) if to Klau, to:
Richard J. Klau
18800 25th Avenue North
Plymouth, Minnesota 55447
Telephone: (612) 475-9150
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<PAGE>
(d) if to the Company, to:
United States Filter Corporation
40-004 Cook Street
Palm Desert, CA 92211
FAX No. (612) 341-9368
Attn: Chief Executive Officer
with a copy to: General Counsel
or to such other address or facsimile number of a party of which
such party has given notice to the other parties pursuant to this
Section.
19. Entire Agreement; Severability. This Agreement and the
Stock Purchase Agreement together with the Schedules and Exhibits
thereto set forth all of the provisions, covenants, agreements,
conditions and undertakings among the parties hereto with respect
to the subject matter hereof. The provisions of this Agreement
are severable, and in the event that any one or more provisions
are deemed illegal or unenforceable, the remaining provisions
shall remain in full force and effect.
20. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws (other than those with
respect to choice of law) of the State of Delaware. Each of the
parties hereto agrees that all claims in any action or proceeding
arising out of or related to this Agreement may be heard and
determined in any Delaware state court or federal court sitting
in the State of Delaware.
21. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
UNITED STATES FILTER CORPORATION
By: /s/ Damian C. Georgino
-------------------------------
Damian C. Georgino
Vice President, General Counsel
and Secretary
EDMUNDSON INTERNATIONAL, INC.
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By: /s/ Bernard E. Lyons
------------------------------
Name:
Title: Vice President
HAJOCA CORPORATION
By: /s/ Bernard E. Lyons
------------------------------
Name:
Title: Vice President
CHRISTOPHER M. PAPPO
/s/ Christopher M. Pappo
--------------------------------
RICHARD J. KLAU
/s/ Richard J. Klau
--------------------------------
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Schedule 7(e)
1. Transfer and Registration Agreement between United States
Filter Corporation and Alcoa Securities Corporation dated as
of December 31, 1991
2. Transfer, Registration and Other Rights Agreement among
United States Filter Corporation, Warburg, Pincus Capital
Company, L.P. and Certain Individual Stockholders of United
States Filter Corporation dated as of July 8, 1994
3. Transfer, Registration and Other Rights Agreement among
United States Filter Corporation, Laidlaw International
Investments (Luxembourg) S.A., Laidlaw Investments
(Barbados) Ltd., Marfit, S.p.A., Laidlaw, Inc. and Ing.
Gilberto Cominetta dated as of August 31, 1994
4. Option and Registration Rights Agreement among United States
Filter Corporation, Florence E. Stockdale, James Timothy
Stockdale, William E. Stockdale III, John Christopher
Stockdale, Melody S. Williamson and Katharine S. Price dated
as of August 10, 1995
5. Transfer and Registration Agreement among United States
Filter Corporation, John Hancock Capital Growth Fund IIB
Limited Partnership, John Hancock Capital Growth Fund III
Limited Partnership, Carl C. Landegger, Trustee and The
Black Clawson Company dated as of May 31, 1996
6. Option, Transfer and Registration Agreement among United
States Filter Corporation, Thomas J. Goulet and M&I Ventures
Corporation dated as of September 30, 1996
7. Transfer and Registration Agreement among United States
Filter Corporation, CGW Southeast Partners I, L.P., Harry K.
Hornish, Jr., Micky Jordan and Mechelle L. Slaughter dated
as of October 25, 1996
8. Option, Transfer and Registration Agreement among United
States Filter Corporation and NI Industries, Inc. dated as
of October 24, 1996
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