As filed with the Securities and Exchange Commission
on February 26, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------------
United States Filter Corporation
(Exact name of registrant as specified in its charter)
DELAWARE 3589
(State or other jurisdiction (Primary Standard Industrial
of incorporation or organization) Classification Code Number)
33-0266015
(I.R.S. Employer
Identification No.)
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(619) 340-0098
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
-------------------
DAMIAN C. GEORGINO
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
UNITED STATES FILTER CORPORATION
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(619) 340-0098
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
-------------------
Copy to:
JANICE C. HARTMAN
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222
(412) 355-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ____
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule
<PAGE>
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. ____
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ____
------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT
EACH CLASS TO BE MAXIMUM MAXIMUM OF
OF REGISTERED OFFERING AGGREGATE REGISTRATION
SECURITIES PRICE PER OFFERING PRICE OFFERING FEE
TO BE SHARE(1) PRICE (1)
REGISTERED
<S> <C> <C> <C> <C>
Common
stock,
par value
$.01
per 104,932
share shares $ 36.375 $ 3,816,901.50 $ 1,157
----------- -------------- ----------
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(1) Estimated solely for the purpose of calculating the registration fee;
computed in accordance with Rule 457(c) on the basis of the average of the high
and low sales prices for the Common Stock on February 25, 1997 as reported on
the New York Stock Exchange Composite Tape.
</TABLE>
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
================================================================================
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
=================+==============================================================
SUBJECT TO COMPLETION DATED FEBRUARY 26, 1997
PROSPECTUS
, 1997
104,932 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
-------------------
This prospectus provides for the offering by the Selling Stockholders named
herein (the "Selling Stockholders") of up to an aggregate of 104,932 shares (the
"Shares") of the Common Stock, par value $.01 per share ("Common Stock"), of
United States Filter Corporation (the "Company") issued in consideration of the
acquisition by the Company of KBS Pure Water Sdn Bhd, a Malaysia corporation,
and KBS Pure Water Pte Limited, a Singapore corporation (collectively, "KBS").
See "Selling Stockholders."
The Shares may be offered or sold by or for the account of the Selling
Stockholders 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, including Donaldson,
Lufkin & Jenrette Securities Corporation ("DLJ"), who may receive compensation
in the form of discounts, commissions or concessions. The Selling Stockholders
and any such brokers or dealers may be deemed to be "underwriters" within the
meaning of the United States Securities Act of 1933, as amended (the "Securities
Act"), and any discounts, concessions and commissions received by any such
brokers and dealers may be deemed to be
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<PAGE>
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 Stockholders" 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 February 25, 1997 was $36.125 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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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy solicitation materials and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy solicitation materials and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's Regional Offices located at Seven World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. Such reports, proxy and information statements and other information
may be found on the Commission's Web site address, http://www.sec.gov. The
Common Stock is listed on the NYSE. Such reports, proxy solicitation materials
and other information can also be inspected and copied at the NYSE at 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the offering
made hereby. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain portions of which are omitted in
accordance with the rules and regulations of the Commission. Such additional
information may be obtained from the Commission's principal office in
Washington, D.C. as set forth above. For further information, reference is
hereby made to the Registration Statement, including the exhibits filed as a
part thereof or otherwise incorporated herein. Statements made in this
Prospectus as to the contents of any documents referred to are not necessarily
complete, and in each instance reference is made to such exhibit for a more
complete description and each such statement is modified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 1- 10728) with
the Commission pursuant to the Exchange Act are incorporated by reference: The
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996;
the Company's Quarterly Reports for the quarters ended June 30, 1996, September
30, 1996 and December 31, 1996; and the Company's Current Reports on Form 8-K
dated May 31, 1996 (as amended on Form 8-K/A dated
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<PAGE>
June 28, 1996), June 10, 1996, June 27, 1996, July 15, 1996 (two such Current
Reports), August 23, 1996, September 6, 1996, October 28, 1996 (as amended on
Form 8-K/A dated December 19, 1996), November 6, 1996, December 2, 1996 and
January 6, 1997; and the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, as the same may be amended.
All documents and reports subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
shall be deemed to be incorporated by reference herein. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide to each person to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person,
without charge, a copy of any or all of the documents that are incorporated
herein by reference, other than exhibits to such information (unless such
exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Vice President, General Counsel and Secretary,
United States Filter Corporation, 40-004 Cook Street, Palm Desert, California
92211 (telephone (619) 340-0098).
THE COMPANY
The Company is a leading global provider of industrial and municipal
water and wastewater treatment systems, products and services, with an installed
base of systems that the Company believes is one of the largest worldwide. The
Company offers a single-source solution to industrial and municipal customers
through what the Company believes is the industry's broadest range of
cost-effective systems, products, services and proven technologies. In addition,
the Company has one of the industry's largest networks of sales and service
facilities. The Company capitalizes on its large installed base, extensive
distribution network and manufacturing capabilities to provide customers with
ongoing local service and maintenance. The Company is also a leading provider of
service deionization and outsourced water services, including the operation of
water and wastewater treatment systems at customer sites.
The Company's principal executive offices are located at 40- 004 Cook
Street, Palm Desert, California 92211, and its telephone number is (619)
340-0098. References herein to the Company refer
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<PAGE>
to United States Filter Corporation and its subsidiaries, unless the context
requires otherwise.
RISK FACTORS
Prospective investors should consider carefully the following factors
relating to the business of the Company, together with the other information and
financial data included or incorporated by reference in this Prospectus, before
acquiring the securities offered hereby. Information contained or incorporated
by reference in this Prospectus includes "forward-looking statements" which can
be identified by the use of forward-looking terminology such as "believes,"
"contemplates," "expects," "may," "will," "should," "would" or "anticipates" or
the negative thereof or other variations thereon or comparable terminology. No
assurance can be given that the future results covered by the forward-looking
statements will be achieved. The following matters constitute cautionary
statements identifying important factors with respect to such forward-looking
statements, including certain risks and uncertainties, that could cause actual
results to vary materially from the future results covered in such
forward-looking statements. Other factors could also cause actual results to
vary materially from the future results covered in such forward-looking
statements.
ACQUISITION STRATEGY
In pursuit of its strategic objective of becoming the leading global
single-source provider of water and wastewater treatment systems and services,
the Company has, since 1991, acquired and successfully integrated more than 50
United States based and international businesses with strong market positions
and substantial water and wastewater treatment expertise. The Company plans to
continue to pursue acquisitions that complement its technologies, products and
services, broaden its customer base and expand its global distribution network.
The Company's acquisition strategy entails the potential risks inherent in
assessing the value, strengths, weaknesses, contingent or other liabilities and
potential profitability of acquisition candidates and in integrating the
operations of acquired companies. Although the Company generally has been
successful in pursuing these acquisitions, there can be no assurance that
acquisition opportunities will continue to be available, that the Company will
have access to the capital required to finance potential acquisitions, that the
Company will continue to acquire businesses or that any business acquired will
be integrated successfully or prove profitable.
INTERNATIONAL TRANSACTIONS
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<PAGE>
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.
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 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
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<PAGE>
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. 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
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<PAGE>
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.
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
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<PAGE>
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 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 January 15, 1997 by security
holders of the Company, including: (i) up to 3,750,093 shares which may be
delivered by Laidlaw Inc. or its affiliates ("Laidlaw"), at Laidlaw's option in
lieu of cash, at maturity pursuant to the terms of 5-3/4% Exchangeable Notes due
2000 of Laidlaw (the amount of shares or cash delivered or paid to be dependent
within certain limits upon the value of the Common Stock at maturity); (ii)
7,636,363 shares issuable upon conversion of the Company's 6% Convertible
Subordinated Notes due 2005 at a conversion price of $18.33 per share of Common
Stock; (iii) 9,113,924 shares issuable upon conversion of the Company's 4-1/2%
Convertible Subordinated Notes at a conversion price of $39.50 per share of
Common Stock;
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<PAGE>
(iv) 2,785,277 outstanding shares that are currently registered for sale
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
two shelf registration statements; and (v) 2,704,736 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 2,704,736 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 Stockholders will receive all of the net proceeds from any
sale of the Shares offered hereby, and none of such proceeds will be available
for use by the Company or otherwise for the Company's benefit.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of shares of Common Stock by the Selling Stockholders as of February
__, 1997, and as adjusted to reflect the sale of the Shares by the Selling
Stockholders. The respective number of shares indicated as to each Selling
Stockholder constitutes less than one percent of the shares of Common Stock
outstanding as of such date.
<TABLE>
<CAPTION>
Shares
Shares Maximum Beneficially
Selling Beneficially Shares to Owned
Stockholders Owned be Sold As Adjusted
- ----------- ----- ------- -----------
<S> <C> <C> <C>
Phang Yew Kit 3,667 3,667 -
Khoo Kah Leong 406 406 -
Agimix SDN BHD 9,373 9,373 -
KBS Holdings 79,263 79,263 -
Pte Limited
Tan Cho Hiang 4,074 4,074 -
Gerald Bernard
Sharp 8,149 8,149 -
- --------------
</TABLE>
Other than their equity holdings in KBS, the Selling Stockholders do
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, except that each of the individuals named in the foregoing table was
an employee of KBS prior to the acquisition and currently has a
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<PAGE>
contract of employment with KBS expiring February 6, 1999 including Khoo Kah
Leong, as Managing Director.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time or at one time
by or for the account of the Selling Stockholders on one or more exchanges or
otherwise; directly to purchasers in negotiated transactions; by or through
brokers or dealers, which may include 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. 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 Selling Stockholders 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 Stockholders 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 Stockholders with a copy of these rules.
The Company also has advised the Selling Stockholders 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 Stockholders
will sell any or all of
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<PAGE>
the Shares. The Selling Stockholders may transfer, devise or gift such
Shares by other means not described herein.
The Company will pay all of the expenses, including, but not limited
to, fees and expenses of compliance with state securities or "blue sky" laws,
incident to the registration of the Shares, other than commissions and other
selling expenses and any stock transfer taxes.
VALIDITY OF COMMON STOCK
The validity of the Shares of Common Stock offered hereby will be
passed upon for the Company by Damian C. Georgino, Vice President, General
Counsel and Secretary of the Company.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The consolidated financial statements of United States Filter
Corporation and its subsidiaries as of March 31, 1995 and 1996 and for each of
the three years in the period ended March 31, 1996, except for the consolidated
financial statements of Davis Water & Waste Industries, Inc. and its
subsidiaries as of April 30, 1996 and 1995 and for each of the three years in
the period ended April 30, 1996, have been audited by KPMG Peat Marwick LLP,
independent certified public accountants, as stated in their report incorporated
by reference herein. The consolidated financial statements of Davis Water &
Waste Industries, Inc. and its subsidiaries, which have been consolidated with
those of the Company, have been audited by Price Waterhouse LLP as stated in
their report incorporated herein by reference. Such financial statements of the
Company and its consolidated subsidiaries are incorporated by reference herein
in reliance upon the report of such firms given on the authority of said firms
as experts in accounting and auditing.
The combined financial statements of the Systems and Manufacturing
Group of Wheelabrator Technologies Inc. as of December 31, 1994 and 1995 and for
each of the years in the three year period ended December 31, 1995 have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, which report is
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The aggregated financial statements of the United Utilities Plc Process
Equipment Division as of March 31, 1996 and 1995 and for each of the years in
the two-year period ended March 31, 1996, have been incorporated by reference
herein in reliance upon the report of KPMG Audit Plc, independent chartered
accountants, which report is incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
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<PAGE>
The consolidated financial statements of Davis Water & Waste
Industries, Inc. incorporated in this Prospectus by reference to the audited
historical financial statements included in United States Filter Corporation's
Form 8-K dated June 27, 1996 have been so incorporated in reliance on the report
of Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
The consolidated financial statements of Zimpro Environmental, Inc. as
of December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995 incorporated herein by reference, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference elsewhere herein, and are included in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
The audited financial statements of WaterPro Supplies Corporation as of
December 31, 1995 and for the period from April 7, 1995 to December 31, 1995
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent public accountants as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
- 13 -
<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 104,932 SHARES
DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY UNITED STATES FILTER CORPORATION
SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT
RELATES OR AN OFFER TO SELL COMMON STOCK
OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES
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 Stockholders.........10
Plan of Distribution.........11
Validity of Common Stock.....12 ___________, 1997
Independent Certified Public
Accountants..................12
===================================== =======================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid [by the Company] in connection with the
distribution of the securities being registered are as follows:
Securities and Exchange Commission
Filing Fee....................................$ 1,157
Accounting Fees and Expenses..................$ 5,000
Legal Fees and Expenses.......................$ 2,000
Miscellaneous Expenses........................$ 843
Total.........................$ 9,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation and the By-laws of the Company provide
for the indemnification of directors and officers to the fullest extent
permitted by the General Corporation Law of the State of Delaware, the state of
incorporation of the Company.
Section 145 of the General Corporation Law of the State of Delaware
authorizes indemnification when a person is made a party or is threatened to be
made a party to any proceeding by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation or is or was serving
as a director, officer, employee or agent of another enterprise, at the request
of the corporation, and if such person acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. With respect to any criminal proceeding, such
person must have had no reasonable cause to believe that his or her conduct was
unlawful. If it is determined that the conduct of such person meets these
standards, he or she may be indemnified for expenses incurred (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such proceeding.
If such a proceeding is brought by or in the right of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
II - 1
<PAGE>
any matter as to which such person is adjudged to be liable to the corporation;
however, a court may, even in such case, allow such indemnification to such
person for such expenses as the court deems proper.
Where such person is successful in any such proceeding, he or she is
entitled to be indemnified against expenses actually and reasonably incurred by
him or her. In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
The Company maintains an errors and omissions liability policy for the
benefit of its officers and directors, which may cover certain liabilities of
such individuals to the Company.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed as part of
this registration statement:
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.01 Opinion of Damian C. Georgino as to the
legality of the securities being registered
23.01 Consent of Damian C. Georgino (included in
Exhibit 5.01)
23.02 Consents of KPMG Peat Marwick LLP and KPMG
Audit Plc
23.03 Consent of Price Waterhouse LLP
23.04 Consent of Ernst & Young LLP
23.05 Consent of Arthur Andersen LLP
24.01 Powers of Attorney (included on page
of this registration statement)
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
II - 2
<PAGE>
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
II - 3
<PAGE>
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II - 4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palm Desert, State of California, on February 25,
1997.
UNITED STATES FILTER CORPORATION
By /s/ Richard J. Heckmann
---------------------------------
Richard J. Heckmann
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kevin L. Spence and Damian C. Georgino,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in or about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<PAGE>
Signature Capacity Date
--------- -------- -----
/s/ Richard J. Heckmann Chairman of the February 25, 1997
- ----------------------- Board, President
Richard J. Heckmann and Chief
Executive
Officer
(Principal
Executive
Officer) and a
Director
/s/ Kevin L. Spence Vice President February 25, 1997
- ---------------------- and Chief
Kevin L. Spence Financial
Officer
(Principal
Financial and
Accounting
Officer)
/s/ Michael J. Reardon Executive Vice February 25, 1997
- ---------------------- President and a
Michael J. Reardon Director
/s/ Tim L. Traff Senior Vice February 25, 1997
- ----------------------- President and a
Tim L. Traff Director
/s/James E. Clark Director February 25, 1997
- -----------------------
James E. Clark
/s/ John L. Diederich Director February 25, 1997
- -----------------------
John L. Diederich
/s/ Robert S. Hillas Director February 25, 1997
- -----------------------
Robert S. Hillas
/s/ Arthur B. Laffer Director February 25, 1997
- -----------------------
Arthur B. Laffer
/s/ Alfred E. Osborne, Jr. Director February 25, 1997
- -------------------------
Alfred E. Osborne, Jr.
<PAGE>
Director
- ----------------------
J. Danforth Quayle
C. Howard Wilkins, Jr. Director February 25, 1997
- ----------------------
C. Howard Wilkins, Jr.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION SEQUENTIAL PAGE
NUMBER ----------- NUMBER
------- ---------------
5.01 Opinion of Damian C. Georgino as to
the legality of the securities being
registered
23.01 Consent of Damian C. Georgino
(included in Exhibit 5.01)
23.02 Consents of KPMG Peat Marwick LLP
and KPMG Audit Plc
23.03 Consent of Price Waterhouse LLP
23.04 Consent of Ernst & Young LLP
23.05 Consent of Arthur Andersen LLP
24.01 Powers of Attorney (included on
signature page of this registration
statement)
Exhibit 5.01
February 26, 1997
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary to United States
Filter Corporation, a Delaware corporation (the "Company"), and have acted as
counsel to the Company in connection with the Registration Statement on Form S-3
(the "Registration Statement"), filed by the Company on February 26, 1997, with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, with respect to an aggregate of up to 104,932 shares (the "Selling
Stockholders' Shares") of the Company's Common Stock, par value $.01 per share,
that may be offered or sold from time to time by the selling stockholders
identified in the Registration Statement.
I am familiar with the Registration Statement and have reviewed the
Company's Certificate of Incorporation and By-laws, each as amended and
restated. I have also examined such other public and corporate documents,
certificates, instruments and corporate records, and such questions of law, as I
have deemed necessary for purposes of expressing an opinion on the matters
hereinafter set forth. In all examinations of documents, instruments and other
papers, I have assumed the genuineness of all signatures on original and
certified documents and the conformity to original and certified documents of
all copies submitted to me as conformed, photostatic or other copies.
On the basis of the foregoing, I am of the opinion that the Selling
Stockholders' Shares have been validly issued and are fully paid and
non-assessable.
I consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement and to the use of my name in the Prospectus forming a
part thereof under the caption "Validity of Common Stock".
Yours truly,
/s/ Damian C. Georgino
-----------------------
Exhibit 23.02
1 of 3
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to the use of our report incorporated by reference herein
and the reference to our firm under the heading "Independent Certified Public
Accountants" in the Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Orange County, California
February 26, 1997
<PAGE>
Exhibit 23.02
2 of 3
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to the use of our report incorporated by reference herein
and the reference to our firm under the heading "Independent Certified Public
Accountants" in the Prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Chicago, Illinois
February 26, 1997
<PAGE>
Exhibit 23.02
3 of 3
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
To the Board of Directors and Shareholders
United Utilities PLC
We consent to the use of our report dated 16 October 1996 relating to the
aggregated financial statements of the United Utilities PLC Process Division as
of 31 March 1996 and 1995 and for each of the years in the two year period ended
31 March 1996 and the reference to our firm under the heading "Independent
Certified Public Accountants" in the prospectus to be dated 26 February 1997.
/s/ KPMG Audit Plc
KPMG Audit Plc
Chartered Account Manchester
Registered Auditors 26 February 1997
Exhibit 23.03
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of United States
Filter Corporation of our report dated June 13, 1996 relating to the
consolidated financial statements of Davis Water & Waste Industries, Inc., which
appears in the Current Report on Form 8-K of United States Filter Corporation
dated June 27, 1996. We also consent to the reference to us under the heading
"Independent Certified Public Accountants" in such Prospectus.
Price Waterhouse LLP
Atlanta, Georgia
February 25, 1997
Exhibit 23.04
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Independent
Certified Public Accountants" in the Registration Statement (Form S-3) and
related Prospectus of United States Filter Corporation for the registration of
104,932 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
February 24, 1997
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
February 26, 1997
