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As filed with the Securities and Exchange Commission
on January 9, 1997
Registration No. 333-18889
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
AMENDMENT NO. 2 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 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 JANUARY 9, 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 8,
1997 was $30.75 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 Forms 8-K/A dated December 19, 1996 and
December 20, 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.
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
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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.
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
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("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.
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
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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
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
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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
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.
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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. 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.
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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.
The Company has agreed that it will pay to the Selling
Stockholder the aggregate amount by which (i) the net proceeds
per share of Common Stock (including the Shares) acquired by the
Selling Stockholder pursuant to the Stock Purchase Agreement
received from the sale of such shares prior to the close of
business on January 27, 1997 are less than $33.125, and (ii) the
net proceeds per share of Common Stock (including the Shares)
acquired by the Selling Stockholder pursuant to the Stock
Purchase Agreement received from the sale of such shares from
January 28, 1997 through February 26, 1997 are less than $33.125
plus interest at the then current prime or bank reference rate of
Bank of America from January 28, 1997 through the date of
payment. In addition, the Company has agreed that it will
purchase from the Selling Stockholder any such shares which are
unsold at the close of business on February 26, 1997 at $33.125
per share plus interest for the period and at the rate described
above.
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.
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
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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.
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
13
<PAGE>
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 . . . 10
Plan of Distribution . . 11
Validity of Common Stock 12
Independent Certified Public
Accountants . . . . . . . 12 ___________, 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 and KPMG
Audit Plc (previously filed)
23.03 Consent of Price Waterhouse LLP (previously
filed)
23.04 Consent of Ernst & Young LLP (previously
filed)
23.05 Consent of Arthur Andersen LLP (previously
filed)
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
(previously filed)
99.03 Form of Letter Agreement among United States
Filter Corporation and Edmundson
International, Inc., for itself and as
attorney-in-fact for Hajoca Corporation,
Christopher M. Pappo and Richard J. Klau
II-1
<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 9, 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 9, 1997
-------------------------- Board, President
Richard J. Heckmann and Chief
Executive
Officer
(Principal
Executive
Officer) and a
Director
/s/ Kevin L. Spence Vice President January 9, 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 9, 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
and KPMG Audit Plc (previously
filed)
23.03 Consent of Price Waterhouse LLP
(previously filed)
23.04 Consent of Ernst & Young LLP
(previously filed)
23.05 Consent of Arthur Andersen LLP
(previously filed)
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 (previously
filed)
<PAGE>
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ---------------
99.03 Form of Letter Agreement among
United States Filter Corporation and
Edmundson International, Inc., for
itself and as attorney-in-fact for
Hajoca Corporation, Christopher M.
Pappo and Richard J. Klau
Exhibit 99.03
EDMUNDSON INTERNATIONAL, INC.
1516 Pontius Avenue
Los Angeles, California 90025-3306
TELEPHONE (310) 477-2418
FACSIMILE (310) 473-1745
January __, 1997
United States Filter Corporation
40-004 Cook Street
Palm Desert, CA 92211
Attn: Chief Executive Officer
RE: 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 (the "Agreement")
__________________________________________________
Gentlepersons:
This is to confirm the exercise on December 27, 1996, of the Put
Right to sell 3,201,507 shares of common stock of United States
Filter Corporation to you at a price of $33.125 per share
pursuant to the provisions of Section 15 of the Agreement, which
you hereby acknowledge. Terms defined in the Agreement shall
have the same meaning in this letter agreement.
In accordance with discussions which we have had since
December 27th, we have agreed to modify the Agreement, as
follows:
1. Two registration statements covering the 3,201,507
shares have been filed by you with the Securities and Exchange
Commission and will be effective when declared so by the SEC.
The Shares will be sold for the separate accounts of each Holder
through Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"). Arrangements have been made by the Holders to establish
accounts with DLJ. The Holders will have no expense in
connection with the sales of the shares through DLJ, and you
agree that all Registration Expenses and Selling and Distribution
Expenses shall be borne by the Company.
2. The shortfall, if any, between the excess of the
Average Specified Price of $33.125 per share over the net
proceeds per share received from DLJ from the sale of the Shares
by each Holder prior to the close of business on January 27,
<PAGE>
United States Filter Corporation
January __, 1997
Page 2
1997, multiplied by the number of Shares sold by such Holder
prior to said date, shall be paid by the Company to each Holder
in immediate funds by wire transfer on January 28, 1997.
3. If the full 3,201,507 Shares are not sold through DLJ
prior to the close of business on January 27, 1997, the unsold
balance shall continue to be sold by DLJ through the close of
business on February 26, 1997, at which time the Company will
purchase all unsold Shares for the Average Specified Price of
$33.125 per share and remit to each Holder on February 27, 1997,
in immediate funds by wire transfer, (a) the purchase price for
said unsold Shares, (b) the shortfall, if any, between the excess
of the Average Specified Price of $33.125 per share over the
average net proceeds per share received from DLJ from the sale of
the Shares by such Holder between January 27, 1997 and
February 26, 1997, multiplied by the number of Shares sold by
such Holder during said period, and (c) interest on the aggregate
amount payable pursuant to clauses (a) and (b) above, as well as
on any other amounts owed to the Holders hereunder, at the then
current Prime or Bank Reference Rate of Bank of America for the
period commencing on January 28, 1997, and ending on the date of
payment.
4. The parties agree that the last sentence of
Section 15(c) of the Agreement is hereby deleted. Sections 1 and
10 through 20 of the Agreement, to the extent not inconsistent
with or superseded hereby, shall apply with equal force to the
arrangements covered by this letter agreement.
If the foregoing accurately reflects our understanding, kindly
execute this letter agreement in the place provided below, return
a copy to the undersigned and the Holders will implement the sale
of the Shares through DLJ.
Very truly yours,
Edmundson International, Inc., AGREED in accordance with
attorney-in-fact for each Holder the foregoing this ______
day of January, 1997.
United States Filter
Corporation
By: By:
_______________________________ ______________________
Bernard E. Lyons Richard J. Heckmann
Vice President Chairman
