SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
MEMTEC LIMITED
----------------
(Name of Issuer)
American Depositary Shares representing
Ordinary Shares, par value AUS$2.50 per share
---------------------------------------------
(Title of Class of Securities)
586265308
--------------
(CUSIP Number)
Damian Georgino
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
(760) 340-0098
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Rodrigo A. Guerra, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
(213) 687-5000
September 17, 1997
-------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box:
( )
CUSIP No. 586265308 13D
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
United States Filter Corporation
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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: (7) SOLE VOTING POWER
: 534,600
:-------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING POWER
OWNED BY EACH REPORTING : -0-
PERSON WITH :-------------------------------
: (9) SOLE DISPOSITIVE POWER
: 534,600
:-------------------------------
:(10) SHARED DISPOSITIVE POWER
: -0-
:-------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,600
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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(14) TYPE OF REPORTING PERSON*
CO
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Schedule 13D")
relates to ordinary shares, par value AUS $2.50 (the "Shares"),
represented by American Depositary Shares ("ADSs"), of Memtec
Limited, a corporation incorporated under the laws of New South
Wales, Australia (the "Company"). The principal executive
offices of the Company are located at Level 7, 5 Elizabeth
Street, Sydney, New South Wales, 2000, Australia.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(d) The name and business address of the person
filing this statement is:
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
United States Filter Corporation (the "Reporting
Person" or "Parent") is a global provider of industrial and
municipal water and wastewater treatment systems, products and
services, with significant operations in Europe, Asia, Latin
America and the Middle East. The Reporting Person is also a
provider of service deionization and outsourced water services,
including the operation of water and wastewater treatment systems
at customer sites. In addition, the Reporting Person sells,
installs and services a wide range of water treatment and water-
related products and services for the residential and consumer
markets.
Information relating to the directors and executive
officers of the Reporting Person is contained in Appendix A
attached hereto and incorporated herein by reference.
(e) and (f) Neither the Reporting Person nor, to the
best knowledge of the Reporting Person, any of the persons listed
in Appendix A has, during the last five years, (i) been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction or
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds required by the Reporting
Person to purchase the 534,600 ADSs acquired by it was
$11,230,992.79 (exclusive of brokerage commissions). The funds
used to purchase such ADSs were obtained from the Reporting
Person's working capital.
ITEM 4. PURPOSE OF TRANSACTION
On September 17, 1997, the Reporting Person announced
that it intends to make an offer to purchase (the "Offer"),
through USFC Acquisition Inc., its wholly owned subsidiary (the
"Purchaser"), all outstanding Shares, including ADSs
(collectively, the "Securities"). The purpose of the Offer is to
acquire control of, and if sufficient Securities are acquired,
ultimately to acquire all outstanding Securities in the Company.
If the Purchaser acquires 90% or more of the outstanding
Securities in the Offer, it is the Purchaser's present intention
to compulsorily acquire, upon the terms applicable under the
Offer immediately prior to its expiration date and in accordance
with the Australian Corporation Law (the "Corporation Law"), all
shares of holders that have not accepted the Offer.
Additionally, Purchaser will be seeking relief from the
Australian Securities Commission (the "ASC") after the close of
the Offer period pursuant to the ASC's Policy Statement 126 to
permit compulsory acquisition at a later date of Shares issued
following exercise by employees of their options for Securities
(the Options ), assuming the conditions necessary for compulsory
acquisition are satisfied under the Offer.
If under the Offer and the operation of the compulsory
acquisition provisions of the Corporations Law, the Purchaser
obtains ownership of all the issued Shares (including those
Shares represented by ADSs), Purchaser presently intends to do
the following:
(a) Purchaser will in the ordinary course of its
management, review the activities, assets and
labor force of the Company to evaluate
performance, profitability and prospects in the
light of the information when available to it.
This operational review will focus on identifying
opportunities to improve productivity and
competitiveness.
(b) Subject to the operational review referred to in
paragraph (a), Purchaser presently intends to:
(i) continue the business of the Company;
(ii) remove all of the Board of Directors of
the Company and seek the appointment of
nominees of Purchaser;
(iii) continue to operate the existing Company
businesses and integrate them into the
group of which Parent is the holding
company (the "Parent Group");
(iv) achieve synergies by the elimination of
any duplication arising as a result of the
acquisition of the Company in areas such
as head office functions;
(v) combine Parent Group's and the Company's
technical and managerial skills and
resources for the benefit of their
combined businesses;
(vi) review the capital funding requirements of
the Company with a view to utilizing the
larger balance sheet of the Parent Group
and more favorable financing terms which
Purchaser expects would be available to
the Parent Group;
(vii) have the Company removed from official
listing on the Australian Stock Exchange
(the "ASX") and the New York Stock
Exchange (the "NYSE"); and
(viii) terminate the registration of the Shares
and ADSs under the Securities Exchange Act
of 1934 (the "Exchange Act")
(c) If the steps referred to in the preceding
paragraph (b) are implemented, some head office
employees of the Company may be redundant,
particularly as a result of achieving synergies by
the elimination of any duplication in respect of
certain public company reporting functions.
Apart from the matters listed above, Purchaser does not
presently intend to make other changes to the Company, the
Company's business (including deployment of fixed assets) or the
Company's employees.
If at the close of the Offer, the Purchaser and its
affiliates are entitled to more than 50 per cent but not all of
the issued Shares (including those Shares represented by ADSs) on
a fully diluted basis, Purchaser presently intends to do the
following, subject to the Company's Articles of Association and
applicable laws and regulations:
(a) conduct a review of the kind detailed in clause
(a) above;
(b) subject to that review, attempt to procure that
the Board of Directors of the Company:
(i) seeks the appointment of nominees of
Purchaser to the Board of Directors of the
Company in such a proportion as at least
equates to Purchaser's shareholding
interest in the Company;
(ii) continues to operate the businesses of the
Company and not make any major changes to
the businesses of the Company or make any
redeployment of the fixed assets of the
Company;
(iii) coordinate the Parent Group's and the
Company's technical and managerial
resources for the benefit of their combined
businesses, the provision of such resources
by one to the other will be on arm's length
terms;
(iv) when and to the extent permitted by the ASX
and the NYSE (as the case may be), seek to
have the Company removed from official
quotation on the ASX and the NYSE; and
(v) when and to the extent permitted by the
Exchange Act, seek to terminate the
registration of the Shares and ADSs under
the Exchange Act.
(c) If the steps referred to in the immediately
preceding paragraph (b) are implemented, some head
office employees of the Company may be redundant,
particularly as a result of achieving synergies by
the elimination of the duplication in respect of
certain head office functions. However, it is
likely that there will be fewer redundancies than
if the Company becomes a wholly owned subsidiary
of Purchaser since it will not be possible to
eliminate to the same extent duplication in
relation to, for example, certain public company
reporting functions.
Apart from the matters listed above, Purchaser does not
presently intend to make other changes to the Company, the
Company's business (including deployment of fixed assets) or the
Company employees.
The intentions of Purchaser referred to above have been
formed with reference to publicly available information but
without the benefit of any detailed review of the Company's
businesses. In particular, the Purchaser has not had access to
all of the instruments and agreements under which the Company has
financed its operations or engaged in business ventures with
other parties. For example, Purchaser has not had access to all
the terms of the Company's debt finance programs. It may be that
one of the consequences of the Offer being successful is that the
Company is in default or cross default of those instruments and
agreements, or that rights are brought into existence allowing
other parties to make claims against the Company. Furthermore,
if the Offer is successful, those programs may entitle another
party immediately to demand or accelerate payment of the debt.
Following the implementation of the operational review
described above, it will be a matter for the Board of Directors
of the Company to determine the extent to which the steps
referred to above are to be implemented (if at all). The Board
of Directors of the Company may only implement the steps in
accordance with all applicable, legal, regulatory, Securities and
Exchange Commission (the "SEC"), ASC, ASX and NYSE requirements
and their fiduciary and statutory obligations generally.
Except as indicated elsewhere herein, neither Parent
nor the Purchaser has any present plans or proposals which relate
to or would result in an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries, a sale or transfer of a
material amount of assets of the Company or any of its
subsidiaries, any material change in the Company's capitalization
or dividend policy, or any other material change in the Company's
corporate structure or business, or the composition of the Board
or management.
The purchase of Securities pursuant to the Offer will
reduce the number of Securities that might otherwise trade
publicly and could reduce the number of holders of Securities,
which could adversely affect the liquidity and market value of
the remaining Securities held by the public.
According to the NYSE'S published guidelines, the NYSE
would consider delisting the ADSs if, among other things, the
number of holders of ADSs should fall below 400 or 1,200 and the
average monthly trading volume is less than 100,000 securities
for the most recent 12 months, the number of publicly held ADSs
(exclusive of holdings of officers and directors of the Company
and their immediate families and other concentrated holdings of
10% or more) should fall below 600,000 or the aggregate market
value of the publicly held ADSs should fall below $8,000,000.
The Shares are listed on the ASX. According to the ASX
rules governing admission to the official list, a company must
have at least 500 holders of securities, each holding a parcel
having a value of at least AUS$2,000. If those thresholds are
not met, the ASX could consider delisting the Shares.
If the NYSE and the ASX were to delist the ADSs and the
Shares respectively, the market therefor could be adversely
affected. It is possible that the ADSs and the Shares would be
traded on other securities exchanges or in the over-the-counter
market, and that price quotations would be reported by such
exchanges, or through the Nasdaq National Market or other
sources. The extent of the public market for such and the
availability of such quotations would depend, however, upon such
factors as the number of holders and/or the aggregate market
value of such securities remaining at such time, the interest in
maintaining a market in the Securities on the part of securities
firms, the possible termination of registration under the
Exchange Act as described below and other factors. The Purchaser
cannot predict whether the reduction in the number of Securities
that might otherwise trade publicly would have an adverse or
beneficial effect on the market price for, or marketability of,
Securities.
The ADSs are currently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board"), which has the effect, among
other things, of allowing brokers to extend credit on the
collateral of the ADSs. Depending upon factors similar to those
described above regarding listing and market quotations,
following the Offer, it is possible that the ADSs might no longer
constitute "margin securities" for purposes of the margin
regulations of the Federal Reserve Board, in which event such
ADSs could no longer be used as collateral for loans made by
brokers.
The Shares and ADSs are currently registered under the
Exchange Act. Such registration may be terminated upon
application by the Company to the SEC if the ADSs are not listed
on a national securities exchange or quoted on the NYSE and there
are fewer than 300 record holders of the ADSs. The termination
of registration of the Shares and ADSs under the Exchange Act
would substantially reduce the information required to be
furnished by the Company to holders of Shares and ADSs and to the
SEC and would make certain provisions of the Exchange Act no
longer applicable to the Company. In addition, "affiliates" of
the Company and persons holding "restricted securities" of the
Company may be deprived of the ability to dispose of such
securities pursuant to Rule 144 promulgated under the Securities
Act. If registration of the Shares and ADSs under the Exchange
Act were terminated, the ADSs would no longer be "margin
securities" or be eligible for NYSE reporting. The Purchaser
intends to seek to cause the Company to make an application for
termination of registration of the Shares and ADSs under the
Exchange Act as soon after consummation of the Offer as the
requirements for termination of the registration of the Shares
and ADSs are met.
If the Company is no longer listed on ASX, the
reporting and filing requirements of ASX will no longer need to
be complied with. For example, the Company would not be required
to comply with the requirements for continuous disclosure of all
material information which a reasonable person would expect to
have a material effect on the price or value of the Shares.
Furthermore, transactions which require shareholder approval
under the ASX Listing Rules would no longer require those
approvals.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person is the beneficial owner of
534,600 Shares represented by ADSs, or approximately 5.2% of the
Shares outstanding.
(b) The Reporting Person has sole voting and
dispositive power with respect to the 534,600 Shares represented
by ADSs beneficially owned by it.
(c) The Reporting Person effected the following open
market purchases of ADSs during the past 60 days (except where
off market transaction is indicated):
Amount of
Date of Securities Price
Transaction Involved per Share(1)
----------- ---------- ------------
8/19/97 6,000 $19.75
8/19/97 6,500 19.625
8/19/97 7,500 19.5625
8/20/97 5,000 20.375
8/20/97 5,000 20.4375
8/20/97 15,000 20.50
8/21/97 18,500 20.50
8/22/97 30,000 20.4375
8/22/97 35,000 20.625
8/25/97 50,000 20.50
8/25/97 5,000 20.00
8/25/97 155,000 20.375
8/26/97 5,000 20.0625
8/27/97 50,000 20.375
9/2/97 10,000 20.00
9/2/97 15,000 20.125
9/4/97 10,000 21.0625
9/4/97 15,000 21.125
9/12/97(2) 10,200 27.17
9/12/97(3) 5,000 20.38
9/12/97(4) 5,000 19.75
9/15/97 10,000 23.5625
9/15/97 10,000 23.625
9/16/97 16,300 24.00
9/17/97 10,000 23.876
9/17/97 3,000 24.00
9/17/97 12,000 24.25
9/17/97 2,000 24.375
9/17/97 3,000 24.50
9/17/97 4,600 24.625
____________________________
(1) Exclusive of commissions.
(2) Acquired from Tim L. Traff in an off market transaction at
Mr. Traff's cost.
(3) Acquired from Richard J. Heckmann in an off market
transaction at Mr. Heckmann's cost.
(4) Acquired from James E. Clark in an off market transaction at
Mr. Clark's cost.
To the best knowledge of the Reporting Person, none of
the persons listed on Appendix A has effected any transactions in
the Securities during the past 60 days except as set forth
herein:
<TABLE>
<CAPTION>
PRICE PER PRICE PER
NAME TRANSACTION SHARES/ADSs SHARE/ADSs SHARES/ADSs SHARE/ADSs
DATE ACQUIRED (US$) DISPOSED OF (US$)
----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
James E. Clark 07/25/97 5,000 29.50
08/19/97 5,000 19.75
09/12/97(1) 5,000 19.75
Tim L. Traff 08/01/97 5,000 27.06
08/01/97 200 26.56
08/04/97 5,000 27.31
09/12/97(1) 10,200 27.17
Richard J. Heckmann 08/19/97 5,000 20.38
09/12/97(1) 5,000 20.38
</TABLE>
_________________________
(1) Sold to Parent in an off market transaction.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Person does not have any contract,
arrangement, understanding, or relationship (legal or otherwise)
with any person with respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: September 26, 1997
UNITED STATES FILTER CORPORATION
/s/ Damian C. Georgino
_________________________________
Damian C. Georgino
Senior Vice President
APPENDIX A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF PARENT
1. Set forth below is the name, current business address,
citizenship and the present principal occupation or employment of
each director and executive officer of Parent. The principal
address of Parent and, unless otherwise indicated below, the
current business address for each individual listed below is 40-
004 Cook Street, Palm Desert, California, 92211. Unless
otherwise indicated, each such person is a citizen of the United
States. Unless otherwise indicated, each occupation set forth
opposite the individual's name refers to employment with Parent.
Directors are identified by an asterisk.
NAME AND CURRENT PRESENT PRINCIPAL OCCUPATION
BUSINESS ADDRESS OR EMPLOYMENT
Richard J. Heckmann* Mr. Heckmann was elected Chairman
of the Board of Directors, Chief
Executive Officer and President of
the Parent on July 16, 1990.
James E. Clark* Mr. Clark is a consultant and a
24412 Park Granada private investor and is also Chair-
Calabasas, CA 91302 man of Asian-American Communication
Company, Inc.
John L. Diederich* Mr. Diederich is a director of
1220 S. Negley Avenue Continental Mills, Inc. and a
Pittsburgh, PA 15217 trustee of Shadyside Hospital.
Robert S. Hillas* Mr. Hillas is a Managing Director
466 Lexington Avenue of E.M. Warburg, Pincus & Co., LLC.
New York, NY 10017-3147
Arthur B. Laffer* Dr. Laffer is the Chairman and
5405 Morehouse Drive Chief Executive Officer of A.B.
San Diego, CA 92121 Laffer, V.A. Canto & Associates, an
economic research and financial
firm and is also Chairman of
Calport Asset Management, Inc., a
money management firm.
Dr. Alfred E. Osborne, Jr.* Dr. Osborne is Director of the
Harold Price Center for
Entrepreneurial Studies and
Associate Professor of Business
Economics at the John E. Anderson
Graduate School of Management at
UCLA.
J. Danforth Quayle* Mr. Quayle is Chairman of Circle
Investors, Inc. (a private
financial services and insurance
holding company), and BBC, Inc. (a
private company through which he
operates certain of his personal
business interests).
Michael J. Reardon* Mr. Reardon is Executive Vice
President of the Parent.
Nicholas C. Memmo Mr. Memmo is Executive Vice
President--Process Water of the
Parent.
C. Howard Wilkins, Jr.* Mr. Wilkins is a director of
302 N. Rock Road Parent.
Wichita, KS 67206
Thierry Reyners(1) Mr. Reyners is Executive Vice
President--European Group.
Andrew D. Seidel Mr. Seidel is Executive Vice
President--Wastewater Group.
Harry K. Hornish, Jr. Mr. Hornish is Executive Vice
President--Distribution Group.
Kevin L. Spence Mr. Spence is Senior Vice President
and Chief Financial Officer of
Parent.
Damian C. Georgino Mr. Georgino is Senior Vice
President, General Counsel and
Corporate Secretary of the Parent.
Tim L. Traff Mr. Traff is a Senior Vice
President of the Parent.
John S. Swartley Mr. Swartley is Senior Vice
President--Corporate Development.
James W. Dierker Mr. Dierker is Vice President,
Controller and Treasurer of the
Parent.
Michael E. Hulme, Jr. Mr. Hulme is Assistant General
Counsel and Assistant Secretary of
the Parent.
___________________
(1) French citizen.
