Filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933
Registration No. 333-07763
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 16, 1996)
January 8, 1997
UNITED STATES FILTER CORPORATION
This Supplement is a part of the Prospectus dated August 16,
1996 relating to 5,780,079 shares of Common Stock, par value $.01
per share (the "Common Stock"), of United States Filter
Corporation (the "Company"), issuable in connection with the
acquisition by the Company directly, or through subsidiaries, of
various businesses or assets, or interests therein. Defined
terms contained in this Supplement have the meanings assigned to
them in the Prospectus.
SELLING STOCKHOLDER
On January 6, 1997, the Company acquired the businesses of
the Process Equipment Division ("PED") of United Utilities Plc
(the "Selling Stockholder"). PED is a leading manufacturer and
distributor of a broad range of water and wastewater treatment
equipment sold primarily to the municipal market. For the fiscal
year ended March 31, 1996, PED generated approximately $267.4
million of revenues, of which approximately 60% were attributable
to sales in North America, with the remainder generated
principally in Europe, Latin America and the Pacific Rim.
The consideration for the acquisition of PED was
approximately $160 million in cash and 1,320,312 shares of Common
Stock (the "Shares"), subject to possible post-closing
adjustment. The Selling Stockholder intends to sell all of the
Shares received by it, constituting approximately 1.9% of the
shares of Common Stock outstanding on January 2, 1997, pursuant
to this Prospectus and the Registration Statement of which it is
a part.
The Company has consented to use of the Prospectus by the
Selling Stockholder. The Selling Stockholder has agreed that any
sales of Shares occurring prior to February 15, 1997 will be made
only through Donaldson, Lufkin & Jenrette Securities Corporation;
that Shares sold prior to such date will not be disposed of in
any manner which is disruptive of the market for the Common
Stock; and that Shares sold on or after such date will be sold
only in agency sales or ordinary brokerage transactions on the
New York Stock Exchange.
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The Company has agreed with respect to any Shares sold on or
prior to February 20, 1997, that it will pay to the Selling
Stockholder in cash the aggregate amount by which the net
proceeds per Share are less than pounds sterling 18.9349 plus
interest at a rate per annum of LIBOR plus 1%, and the Selling
Stockholder has agreed to pay to the Company in cash the
aggregate amount by which the net proceeds per Share sold on or
prior to February 20, 1997 exceed pounds sterling 18.9349 plus
interest at a rate per annum of LIBOR plus 1%. The net proceeds
are to be determined after deduction for any agency fees and/or
brokerage commissions paid or discount suffered by the Selling
Stockholder.
The Company and the Selling Stockholder are obligated to
indemnify each other against certain civil liabilities arising
under the Securities Act.
RISK FACTORS
The text appearing under the caption "Risk Factors Shares
Eligible for Future Sale" in the Prospectus is supplemented by
substituting the following therefor in its entirety:
SHARES ELIGIBLE FOR FUTURE SALE
The market price of the Common Stock could be adversely
affected by the availability for public sale of shares held on
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 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.
