Filed pursuant to Rule
424(b)(3)
Registration No. 333-23881
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 2, 1997)
April 30, 1997
UNITED STATES FILTER CORPORATION
This Supplement is a part of the Prospectus dated April 2, 1997 relating
to 6,446,090 shares of Common Stock, par value $.01 per share (the "Common
Stock"), of United States Filter Corporation (the "Company"), issuable in
connection with the acquisition by the Company directly, or through
subsidiaries, of various businesses or assets, or interests therein. Defined
terms contained in this Supplement have the meanings assigned to them in the
Prospectus.
SELLING STOCKHOLDER
On April 30, 1997, the Company acquired Chester Engineers, Inc.
("Chester") from Duquesne Enterprises, Inc. (the "Selling Stockholder"), a
wholly-owned subsidiary of DQE Inc. ("DQE"). Chester designs and engineers
wastewater treatment systems, principally for the municipal market. For the year
ended December 31, 1996, Chester generated approximately $47 million of
revenues.
The consideration for the acquisition of Chester was 1,411,382 shares of
Common Stock of the Company (the "Shares") and $400,000 in cash. The Selling
Stockholder intends to sell all of the Shares received by it, constituting
approximately 1.8% of the shares of Common Stock outstanding on April 15, 1997,
pursuant to this Prospectus and the Registration Statement of which it is a
part.
The Company has consented to use of the Prospectus by the Selling
Stockholder. The Selling Stockholder has agreed that any sales of Shares will be
made only through Donaldson, Lufkin & Jenrette Securities Corporation, or such
other investment banking firm as may be reasonably satisfactory to the Selling
Stockholder and that the Shares will not be disposed of in any manner which is
materially disruptive to the market for the Common Stock.
RISK FACTORS
The text appearing under the caption "Risk Factors--Shares Eligible for
Future Sale" in the Prospectus is supplemented by substituting the following
therefor in its entirety:
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 30, 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
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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) 5,035,977 outstanding
shares that are currently registered for sale under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to three 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 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 4,454,115 shares which may be issuable by the Company from time
to time in connection with acquisitions of businesses from third parties.
