<PAGE>
As filed with the Securities and Exchange Commission
on January 30, 1997
Registration No. 333-
_________________________________________________________________
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
415 under the Securities Act of 1933, other than securities
<PAGE>
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. ____
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If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. ____
______________________________
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT
EACH CLASS TO BE MAXIMUM MAXIMUM OF
OF REGISTERED OFFERING AGGREGATE REGISTRA
SECURITIES PRICE PER OFFERING PRICE -TION
TO BE SHARE(1) (1) FEE
REGISTERED
Common
stock,
par value
$.01
per 128,707
share shares $4,255,375
$33.0625 $1,290
(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 January 24, 1997 as reported on the
New York Stock Exchange Composite Tape.
______________________________
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 JANUARY 30, 1997
PROSPECTUS
, 1997
128,707 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
___________________
This prospectus provides for the offering of up to an
aggregate of 128,707 shares (the "Shares") of the Common Stock,
par value $.01 per share ("Common Stock"), of United States
Filter Corporation (the "Company"). Of the Shares included
herein, 75,786 were acquired by NI Industries, Inc. ("NI") on
October 24, 1996, in consideration of the sale to the Company of
substantially all of the assets of Norris Environmental Services,
Inc. ("Norris") pursuant to the terms of an Asset Purchase
Agreement dated as of October 24, 1996 (the "Asset Purchase
Agreement"). The remaining 52,921 Shares were acquired by Rossi
& Partners Ltd. ("R&P", and, together with NI, the "Selling
Stockholders") on January 6, 1997 pursuant to the terms of a
Letter Agreement dated as of May 30, 1996 between the Company and
R&P (the "Letter Agreement") as partial compensation for R&P's
role as financial adviser to the Company in connection with the
Company s acquisition of the Process Equipment Division ( PED )
of United Utilities Plc on January 6, 1997. 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
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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
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
January 29, 1997 was $34.00 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 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 and
September 30, 1996; and the Company's Current Reports on Form 8-K
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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 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
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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 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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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
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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
("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
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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
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
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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
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
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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)
2,785,277 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) 2,780,522 shares which are subject to agreements pursuant
to which the holders have certain rights to request the Company
to register the sale of such holders' Common Stock under the
Securities Act and/or, subject to certain conditions, to include
certain percentages of such shares in other registration
statements filed by the Company (1,980,000 of which shares also
may be sold from time to time by the holder thereof pursuant to
Rule 144 under the Securities Act). In addition, the Company has
registered for sale under the Securities Act 3,454,068 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 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 January 30, 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.
Shares
Shares Maximum Beneficially
Selling Beneficially Shares to Owned
Stockholders Owned be Sold As Adjusted
____________ _____ _______ ___________
NI Industries, Inc. 75,786 75,786 -0-
Rossi & Partners
Ltd. 65,579* 52,921 12,658*
____________________
* Includes or represents 12,658 shares of Common Stock
issuable upon conversion of 4-1/2% Convertible Subordinated Notes
of the Company.
Other than R&P having acted as financial adviser to the
Company with respect to the acquisition of PED and NI's ownership
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of Norris Environmental Services, Inc., from which the Company
purchased assets pursuant to the Asset Purchase Agreement, 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.
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 Company and
NI are obligated to indemnify each other against certain civil
liabilities, including liabilities arising out of 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
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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
the Shares. The Selling Stockholders may transfer, devise or
gift such Shares by other means not described herein.
The Company has agreed to reimburse NI to the extent the net
proceeds per Share from the sale of Shares owned by it and sold
on or prior to February 18, 1997 do not equal $34.64, and to
purchase the Shares owned by NI which have not been sold pursuant
to the Registration Statement on or before February 18, 1997 at
$34.64 per Share.
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
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
- 12 -
<PAGE>
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
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 128,707 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. ________________
_____________
PROSPECTUS
TABLE OF CONTENTS
________________
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 . . . . . . . . . . . $ 1,290
Accounting Fees and Expenses . . $ 5,000
Legal Fees and Expenses . . . . . $ 5,000
Miscellaneous Expenses . . . . . $ 710
Total . . . . . . $12,000
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 signature page
of this registration statement)
99.01 Letter Agreement dated as of May 30, 1996
between United States Filter Corporation and
Rossi & Partners Ltd.
99.02 Option, Transfer and Registration Agreement
dated as of October 24, 1996 between United
States Filter Corporation and NI Industries,
Inc.
99.03 Letter Agreement between NI Industries, Inc.
and United States Filter Corporation
II - 2
<PAGE>
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:
(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.
II - 3
<PAGE>
(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
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 January 30,
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 January 30, 1997
-------------------------- Board, President
Richard J. Heckmann and Chief
Executive
Officer
(Principal
Executive
Officer) and a
Director
/s/ Kevin L. Spence Vice President January 30, 1997
-------------------------- and Chief
Kevin L. Spence Financial
Officer
(Principal
Financial and
Accounting
Officer)
/s/ Michael J. Reardon Executive Vice January 30, 1997
-------------------------- President and a
Michael J. Reardon Director
/s/ Tim L. Traff Senior Vice January 30, 1997
-------------------------- President and a
Tim L. Traff Director
/s/ James E. Clark Director January 30, 1997
--------------------------
James E. Clark
/s/ John L. Diederich Director January 30, 1997
--------------------------
John L. Diederich
/s/ Robert S. Hillas Director January 30, 1997
--------------------------
Robert S. Hillas
/s/ Arthur B. Laffer Director January 30, 1997
--------------------------
Arthur B. Laffer
/s/ Alfred E. Osborne ,Jr. Director January 30, 1997
--------------------------
Alfred E. Osborne, Jr.
<PAGE>
Signature Capacity Date
--------- -------- -----
/s/ J. Danforth Quayle Director January 30, 1997
--------------------------
J. Danforth Quayle
/s/ C. Howard Wilkins, Jr. Director January 30, 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)
99.01 Letter Agreement dated as of May 30,
1996 between United States Filter
Corporation and Rossi & Partners
Ltd.
99.02 Option, Transfer and Registration
Agreement dated as of October 24,
1996 between United States Filter
Corporation and NI Industries, Inc.
99.03 Letter Agreement between NI
Industries, Inc. and United States
Filter Corporation
Exhibit 5.01
January 30, 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 January 30,
1997, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, with respect to an aggregate
of up to 128,707 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
January 30, 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
January 30, 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 30
January 1997.
/s/ KPMG Audit Plc
KPMG Audit Plc
Chartered Accountants Manchester
Registered Auditors 30 January 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
January 30, 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 128,707 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
January 30, 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
January 30, 1997
Exhibit 99.01
Strictly Private & Confidential
_______________________________
Messrs.
Rossi & Partners Ltd.
10th Floor, Bowater House West
114 Knightsbridge
London
SW1X7LT
United Kingdom
For the attention of Mr. Francesco M. Rossi
___________________________________________
30 May 1996
Dear Sirs:
Further to our meeting in Manchester on May 23 and 24, the
following outlines our agreement with respect to the engagement
by United States Filter Corporation ("USF") of Rossi & Partners
Ltd. ("R&P") as financial adviser in relation to the possible
acquisition of the Process Equipment Division of United Utilities
("UU") which includes the following companies: Envirex, Wallace
& Tiernan, General Filter, Edwards & Jones, Asdor, Consolidated
Electric and Acumem. R&P agrees to work exclusively on behalf of
USF with regard to the below outlined transaction.
1. Scope of work
The tasks undertaken by R&P, in relation to this
transaction, may include all or any of the following.
a. advice on the strategic matters to be addressed in
relation to the proposed acquisition;
b. advice during the initial discussions with UU;
c. advice on the terms and conditions of the transaction;
d. assistance in the negotiations with the Board of UU and
its advisers.
2. Remuneration
In connection with these services, USF agrees to pay an
initial retainer of US$20,000, payable on the signing of
this letter. Funds paid to date will be credited against
the $20,000.
<PAGE>
In the event USF, herewith intended as USF and or any of its
subsidiaries, enters into a definitive agreement to acquire
all or parts of UU's Process Equipment Division which
subsequently results in an acquisition transaction, USF
agrees to pay R&P or a company indicated by R&P, a
transaction fee of 1% based on the aggregate transaction
value, payable in cash upon closing. It is understood that
such fee may be paid by a party other than USF.
For the purpose of this letter, the term "transaction value"
means an amount equal to the sum of any cash consideration
paid or the aggregate fair market value of any securities
issued.
USF hereby agrees to pay all disbursements, travel and other
outlays or expenses reasonably incurred by R&P in connection
with this appointment, such expenses to be approved in
advance. USF acknowledges that it will be responsible for
all other expenses in connection with the appointment,
including, inter alia, all accountancy, legal and other
professional expenses, including legal advice, but in all
cases to be approved in advance in writing.
3. Indemnification Clause
USF agrees that it will indemnify and hold harmless R&P, its
directors, employees, agents and controlling persons (each
being an "Indemnified Party") from and against all losses,
claims, damages, liabilities and expenses, joint or several
(including all reasonable fees of counsel and other expenses
incurred by any Indemnified Party in connection with the
preparation for, or defense of, any claim, action or
proceeding, whether or not resulting in any liability), to
which such Indemnified Party may become subject under any
applicable laws or otherwise, related to or arising out of
the engagement of R&P, pursuant to this letter. USF will
not be liable under the foregoing indemnification provision
to the extent that any loss, claim, damage, liability or
expense is found to have resulted primarily from R&P's bad
faith or gross negligence.
4. Termination
This agreement shall remain in force until further notice.
However, USF may terminate the agreement without cause at
any time by written notice to R&P. R&P reserves the right
to terminate their engagement hereunder at any time and
without liability or continuing obligation to USF.
Termination of this agreement by any party shall not affect
either R&P's indemnification or R&P's right to receive fees
if the acquisition of the Process Equipment Division takes
place within two years of the termination date of this
agreement.
<PAGE>
5. Governing Law
This agreement shall in all respects be governed by, and
construed and enforced in accordance with the English laws.
6. Arbitration Clause
Any dispute arising with respect to, or in connection with,
our engagement shall be finally decided by a panel of three
arbitrators in accordance with the Rules of International
Arbitration of the Chamber of Commerce of Geneva, it being
understood that the chairman of any panel shall be designed
directly by the above mentioned Chamber of Commerce and the
other two panelists shall be appointed one each by each of
the parties. In case an agreement is not reached the
appointment of a panelist shall be made by the above Chamber
of Commerce. Unless otherwise agreed in writing to by the
parties, the arbitrators shall be fluent in English
language. The cost of any arbitration will be assessed
against the unsuccessful party and the arbitrators will be
required to make such cost part of any ruling issued by
them.
Yours faithfully,
/s/ Richard J. Heckmann
Richard J. Heckmann
Accepted as of the date first written above.
Rossi & Partners Ltd.
By /s/ Francesco M. Rossi
Exhibit 99.02
Option, Transfer and Registration Agreement
between
United States Filter Corporation
and
NI Industries, Inc.
dated as of
October 24, 1996
<PAGE>
Option, Transfer and Registration Agreement
between
United States Filter Corporation,
and
NI Industries, Inc.
dated as of
October 24, 1996
TABLE OF CONTENTS
_________________
PAGE
____
1. Certain Definitions . . . . . . . . . . . . . . . . 1
2. Restrictions on Transferability . . . . . . . . . . 2
3. Restrictive Legends . . . . . . . . . . . . . . . . 2
4. Notice of Proposed Transfers . . . . . . . . . . . . 3
5. Company Registration . . . . . . . . . . . . . . . . 4
6. Expenses of Registration . . . . . . . . . . . . . . 4
7. Indemnification . . . . . . . . . . . . . . . . . . 5
8. Obligations of the Company . . . . . . . . . . . . . 6
9. Securities Law Compliance . . . . . . . . . . . . . 7
10. Standoff Agreement . . . . . . . . . . . . . . . . 7
11. Rule 144 Requirements . . . . . . . . . . . . . . . 7
12. Put Right and Call Offer . . . . . . . . . . . . . 7
13. Amendment . . . . . . . . . . . . . . . . . . . . . 8
14. Investment Representation. . . . . . . . . . . . . . 8
15. Notices, etc.. . . . . . . . . . . . . . . . . . . . 9
16. Entire Agreement; Severability . . . . . . . . . . . 9
17. Governing Law . . . . . . . . . . . . . . . . . . . 9
18. Counterparts . . . . . . . . . . . . . . . . . . . . 9
<PAGE>
OPTION, TRANSFER AND REGISTRATION AGREEMENT
___________________________________________
This Option, Transfer and Registration Agreement
("Agreement") is entered into as of October 24, 1996 among United
States Filter Corporation, a Delaware corporation (the
"Company"), and NI Industries, Inc., a Delaware corporation
("NI"), with reference to certain shares of Common Stock, $.01
par value (the "Common Stock"), of the Company.
1. Certain Definitions. As used in this Agreement, the
following terms shall have the following respective meanings:
"Commission" shall mean the United States Securities
and Exchange Commission or any other federal agency at the
time administering the Securities Act.
"Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder, all as the same
shall be in effect at the time and any successor thereto.
"Registrable Shares" shall mean the Shares held by NI;
provided, however, that Shares shall be treated as
Registrable Shares only if and so long as they have not been
(i) sold in a public distribution or a public securities
transaction pursuant to an effective registration statement
under the Securities Act, or (ii) sold in a transaction
exempt from the registration and prospectus delivery
requirements of the Securities Act as a result of which all
transfer restrictions and restrictive legends with respect
thereto are removed upon the consummation of such sale.
The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities
Act, and the declaration or ordering of the effectiveness of
such registration statement.
"Registration Expenses" shall mean all registration,
qualification and filing fees, fees and disbursements of
counsel for the Company, accounting fees incident to any
such registration, state securities or blue sky fees and
expenses, transfer agent and registrar fees, reasonable fees
and expenses of any special experts retained by the Company
in connection with any such registration, and any listing
fees.
"Restricted Shares" shall mean the shares of the
Company required to bear the legend set forth in paragraph
(a) of Section 3 hereof.
<PAGE>
"Rule 144" shall mean Rule 144 promulgated under the
Securities Act, as such Rule shall be in effect at the time,
and any successor thereto.
"Securities Act" shall mean the United States
Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder, all as the same
shall be in effect at the time.
"Selling and Distribution Expenses" shall mean all
underwriting discounts, selling commissions and stock
transfer taxes attributable to the sale of Shares by NI and
any out-of-pocket expenses of NI incurred in connection with
the registration of Shares, including, without limitation,
fees and disbursements of counsel for NI if such counsel is
not also counsel for the Company, printing expenses and
marketing expenses.
"Shares" shall mean the 75,786 shares of Common Stock
issued to or for the benefit of NI on the date hereof, as
that number shall be adjusted for indemnification pursuant
to the Asset Purchase Agreement, and any shares of Common
Stock issued in respect thereof in connection with stock
splits, stock dividends or distributions, or combinations or
similar recapitalizations, on or after the date hereof.
"Asset Purchase Agreement" shall mean the Asset
Purchase Agreement dated as of October 23, 1996 by and among
the Company, Norris Environmental Services, Inc. ("Norris")
and U.S. Filter Recovery Services (California), Inc.
2. Restrictions on Transferability. The Shares may be
sold, assigned, transferred or pledged only in accordance with
the conditions specified in this Agreement, which conditions are
intended to ensure compliance with the provisions of the
Securities Act.
3. Restrictive Legends.
(a) Each certificate representing Shares shall (unless
otherwise permitted by subsection (c) of this Section 3 or
Section 4) be stamped with the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY
BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.
2
<PAGE>
(b) Each certificate representing Shares shall also be
stamped with the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF THE OPTION,
TRANSFER AND REGISTRATION AGREEMENT BETWEEN NI AND THE
COMPANY WHICH INCLUDES RESTRICTIONS ON CERTAIN SALES OF
THE SECURITIES. COPIES OF THE AGREEMENT MAY BE
OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
COMPANY.
(c) NI consents to the Company's making a notation on
its records and giving instructions to any transfer agent of the
Company in order to implement the restrictions on transfer
established in this Agreement. The legend placed on any
certificate pursuant to Section 3(a) and any notations or
instructions with respect to the Restricted Shares represented by
such certificate will be promptly removed, and the Company will
promptly issue a certificate without such legend to NI (i) if
such Restricted Shares are disposed of pursuant to an effective
registration statement under the Securities Act, or (ii) if NI
satisfies the requirements of Rule 144(k) and, where reasonably
determined necessary by the Company, provides the Company with an
opinion of counsel (which may be an opinion of NI's in-house
counsel), both such counsel and such opinion being reasonably
satisfactory to the Company, to the effect that (A) NI meets the
requirements of Rule 144(k) or (B) a public sale, transfer or
assignment of the Shares may be made without registration under
the Securities Act.
4. Notice of Proposed Transfers. The holder of each
certificate representing Restricted Shares by acceptance thereof
agrees to comply in all respects with the provisions of this
Section 4. Prior to any proposed sale, assignment, transfer or
pledge of any Restricted Shares, unless there is in effect a
registration statement under the Securities Act covering the
proposed transfer, NI shall notify the Company in writing of its
intention to effect such sale, assignment, transfer or pledge and
the intended manner and circumstances thereof in reasonable
detail. If requested by the Company, any such notice shall be
accompanied at NI's expense by a written opinion of legal counsel
who is, and whose legal opinion shall be, reasonably satisfactory
to the Company, addressed to the Company, to the effect that the
proposed transfer of Restricted Shares may be effected without
registration under the Securities Act, and by such certificates
and other information as the Company may reasonably require to
confirm such opinion, whereupon NI shall be entitled to transfer
such Restricted Shares in the manner contemplated by such
opinion. Each certificate evidencing the Restricted Shares
transferred as above provided shall bear, except if such transfer
is made pursuant to Rule 144, the appropriate restrictive legend
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<PAGE>
set forth in Section 3(a) above, except that such certificate
shall not bear such restrictive legend if in the opinion of
counsel for NI and the Company such legend is not required in
order to establish compliance with any provisions of the
Securities Act. So long as such restrictive legend shall be
required to remain on any such certificates, the transfer of the
Restricted Shares represented thereby shall be conditioned upon
the transferee thereof becoming a party hereto (except that such
transferee shall have no rights under Sections 5 or 12 hereof).
5. Company Registration.
(a) Notice of Registration. If, at any time or from
time to time, the Company shall determine to register any of its
Common Stock, either for its own account or the account of a
security holder or holders exercising their respective demand
registration rights, for distribution pursuant to an underwritten
offering, the Company will (i) promptly give to NI written notice
thereof, and (ii) include in such registration (and any related
qualification under blue sky laws or other compliance), subject
to Section 5(b), all the Registrable Shares if so requested in
writing by NI within 30 days after their receipt of such written
notice from the Company.
(b) Underwriting. The right of NI to registration
pursuant to this Section 5 shall be conditioned upon NI'S
participation in such underwriting and the inclusion of the
Registrable Shares in the underwriting to the extent provided
herein. NI shall (together with the Company and the other
holders distributing shares of Common Stock through such
underwriting), if required by the managing underwriter of such
offering, enter into an underwriting agreement in customary form
with the managing underwriter selected for such underwriting by
the Company (or by the holders who have demanded such
registration), and shall provide to the Company upon written
request such information referenced in Section 5(d) hereof as may
be specified in such request. Notwithstanding any other
provision of this Section 5, if the managing underwriter in its
sole discretion determines that marketing factors require a
limitation of the number of shares to be underwritten, the
managing underwriter may limit the Registrable Shares to be
included in such registration. The Company shall so advise NI
and the holders distributing their securities through such
underwriting pursuant to piggyback registration rights similar to
this Section 5, and the number of Registable Shares and other
securities that may be included in such registration and
underwriting by NI and such other holders shall be reduced by the
number of shares determined by the managing underwriter not to be
included in such registration, such cutback to be allocated among
NI such other holders in proportion, as nearly as practicable, to
the respective amounts of the Registrable Shares and such other
4
<PAGE>
securities. If NI disapproves of the terms of any such
underwriting, NI may elect to withdraw therefrom by written
notice to the Company and the managing underwriter.
(c) Right to Terminate Registration. The Company
shall have the right to terminate or withdraw any registration
under this Section 5 prior to the effectiveness of such
registration whether or not NI has elected to include securities
in such registration.
6. Expenses of Registration. All Registration Expenses
incurred in connection with any registration pursuant to Section
5 shall be borne by the Company. All Selling and Distribution
Expenses included in such registration attributable to the
Registrable Shares registered on behalf of NI shall be borne by
NI pro rata on the basis of the number of Registrable Shares so
registered.
7. Indemnification.
(a) The Company will indemnify NI, each of its
officers, directors, partners, employees and agents and each
person controlling NI within the meaning of Section 15 of the
Securities Act, with respect to which registration, qualification
or compliance has been effected pursuant to this Agreement,
against all expenses, claims, losses, damages or liabilities (or
actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any
such registration, qualification or compliance, or any omission
(or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein,
in the light of the circumstances in which they were made, not
misleading, or any violation by the Company of any rule or
regulation promulgated under the Securities Act or any other
federal, state or common law rule or regulation applicable to the
Company in connection with any such registration, qualification
or compliance, and the Company will reimburse NI, each of its
officers, directors, employees and agents and each person
controlling NI for any legal and any other expenses reasonably
incurred in connection with investigating, preparing or defending
any such claim, loss, damage, liability or action, provided that
the Company will not be liable in any such case to the extent
that any such claim, loss, damage, liability or expense arises
out of or is based on any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in
conformity with any written information furnished to the Company
pursuant to an instrument duly executed by NI or controlling
5
<PAGE>
person and stated to be specifically for use therein.
(b) NI will, if Registrable Shares held by NI are
included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the
Company, each of its directors and officers, each underwriter, if
any, of the Company's securities covered by such a registration
statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities
Act, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus,
offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and will reimburse the Company, each of its
directors, officers, persons, underwriters or control persons for
any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only if and
to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with any written
information furnished to the Company pursuant to an instrument
duly executed by NI and stated to be specifically for use
therein.
(c) Each party entitled to indemnification under this
Section 7 (the "Indemnified Party") shall give written notice to
the party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and
shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified
Party (whose approval shall not unreasonably be withheld), and
the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this
Agreement unless, but only to the extent that, the failure to
give such notice is actually prejudicial to an Indemnifying
Party's ability to defend such action. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with
the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.
6
<PAGE>
(d) In order to provide for just and equitable
contribution to joint liability under the Securities Act in any
case in which NI, or any controlling person of NI, makes a claim
for indemnification pursuant to this Section 7 but it is
judicially determined (by the entry of a final judgment or decree
by a court of competent jurisdiction and the expiration of time
to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding
the fact that this Section 7 provides for indemnification in such
case, then, the Company and NI will contribute to the aggregate
losses, claims, damages or liabilities to which they may be
subject (after contribution from others) in such proportion so
that NI is responsible for the portion represented by the
percentage that the public offering price of its Registrable
Shares offered by the registration statement bears to the public
offering price of all Shares offered by such registration
statement; and the Company is responsible for the remaining
portion not payable by any other holder; provided, however, that,
in any such case, (A) NI will not be required to contribute any
amount in excess of the public offering price of all such
Registrable Shares offered by it pursuant to such registration
statement; and (B) no person guilty of fraudulent misrepresenta-
tion (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
8. Obligations of the Company. Whenever required under
this Agreement to use its best efforts to effect the registration
of any Registrable Shares, the Company shall, as expeditiously as
reasonably possible:
(a) If Registrable Shares owned by NI have been
included in a registration statement furnished to NI such numbers
of copies of the registration statement and all amendments
thereto, any prospectus included in such registration statement,
including any preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as
NI may reasonably request in order to facilitate the disposition
of Registrable Shares owned by NI.
(b) Enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the
managing underwriter of such offering. NI shall also enter into
and perform its obligations under such an agreement.
9. Securities Law Compliance. If Registrable Shares owned
by NI have been included in any registration pursuant to this
Agreement NI will comply with the Securities Act and with the
Exchange Act with respect to any such registration.
10. Standoff Agreement. NI agrees in connection with any
registration of the Company's Common Stock, upon request of the
7
<PAGE>
underwriters managing any underwritten offering of the Company's
securities, not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any
Registrable Shares (other than those included in such
registration), without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time
(not to exceed 120 days) from the effective date of such
registration as may be requested by the Company or such managing
underwriters.
11. Rule 144 Requirements. The Company agrees to:
(a) use its best efforts to file with the Commission
in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act;
(b) furnish to NI upon request (i) a written statement
by the Company as to its compliance with the requirements of Rule
144(c), and the reporting requirements of the Securities Act and
the Exchange Act, (ii) a copy of the most recent annual or
quarterly report of the Company, and (iii) such other reports and
documents of the Company as NI may reasonably request to avail
itself of any similar rule or regulation of the Commission
allowing itself to sell any such securities without registration;
and
(c) cooperate with NI in such manner as NI may
reasonably request so as to enable sales made in compliance with
the requirements of Rule 144 to be made in compliance with the
requirements of any transfer agent, registrar or the broker
through whom any sales are to be executed.
12. Put Right and Call Offer.
(a) Subject to Section 12(b) below, NI shall have the
right to sell (the "Put Right") during the Put Right Exercise
Period (as defined below), and upon exercise of that right the
Company shall purchase, all the Shares then owned by NI at a
purchase price per Share equal to 105% of the Average Specified
Price (as defined below) during the Put Right Exercise Period.
If the Put Right is not duly exercised during the Put Right
Exercise Period, it shall expire at the end of the Put Right
Exercise Period. The Put Right may be exercised only once.
(b) The Company may offer to purchase from (the "Call
Offer") during the Call Offer Period (as defined below) all or
any portion of the Shares then owned by NI at a purchase price
equal to 105% of the Average Specified Price (as defined below).
NI may, at its option, accept such Call Offer upon written notice
delivered to the Company within twenty business days after notice
of the Call Offer is given to NI. If NI does not duly accept the
Call Offer in accordance with the terms of the Call Offer and
8
<PAGE>
this Agreement, or if any NI accepts the Call Offer but
subsequently does not sell to the Company the Shares agreed to be
sold by NI to the Company within the period provided for in this
Section 12, then both the Call Offer and all rights of NI under
Section 12(a) with respect to the Shares subject to such Call
Offer shall then immediately expire and be of no further force
and effect.
(c) The "Average Specified Price" for each Share
subject to a Put Right or a Call Offer shall be $32.9875, which
is equal to the average of the closing prices of the Common Stock
as reported by the New York Stock Exchange for each of the ten
consecutive trading days ending on October 3, 1996. The "Put
Right Exercise Period" shall be the 90-day period commencing on
the 90th day after the date of this Agreement. The "Call Offer
Period" shall be the 60-day period commencing on the 120th day
after the date of this Agreement. A Put Right may be exercised
and a Call Offer may be made only by written notice to the
Company or NI, as the case may be, and such notice shall contain
the number of Shares to be purchased. The purchase price payable
upon purchase and sale of the Shares subject to a Put Right or
Call Offer hereunder shall be paid in cash on the Closing Date
(as defined below).
(d) In the event of an exercise of a Put Right or the
making of a Call Offer, the parties to such transaction shall
mutually determine a closing date (a "Closing Date") which shall
not be more than 30 days, subject to any applicable regulatory
waiting periods, after the date the Put Right is exercised or
Call Offer is made and accepted by NI, or if any such day is not
a business day, then the first business day thereafter. Such
closing ("Closing") shall be held at 11:00 a.m., local time, at
the principal executive office of the Company, or at such other
time or place as the parties may agree. On the Closing Date of a
purchase of Shares pursuant to this Section, NI shall deliver to
the Company certificates, with stock powers duly endorsed in
blank, representing the Shares to be purchased.
13. Amendment. Any provision of this Agreement may be
amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only by the written consent of the Company and
NI. Any amendment or waiver effected in accordance with this
Section 16 shall be binding upon NI, each future holder of any
Shares who is a party to this Agreement, and the Company.
14. Investment Representation. NI hereby confirms and
represents and warrants to the Company that NI is acquiring the
Shares for investment only and not with a view to or in
connection with any resale or distribution of the Shares. NI has
reviewed all information provided by the Company to Norris
pursuant to Section 4.06 of the Asset Purchase Agreement.
9
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15. Notices, etc. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed
to have been duly given if delivered by hand, courier service,
United States mail (return receipt requested) or by facsimile,
addressed as follows:
(a) If to the Company:
United States Filter Corporation
40-004 Cook Street
Palm Desert, CA 92211
Attn: Damian C. Georgino, Esq.
Tel: (619) 341-8125
FAX: (619) 341-9368
(b) If to NI:
President
NI Industries, Inc.
21001 Van Born Road
Taylor, Michigan 48180
Tel: (313)
FAX: (313) 374-6430
or to such other address or facsimile number of a party of which
such party has given notice to the other parties pursuant to this
Section.
16. Entire Agreement; Severability. This Agreement and the
Stock Purchase Agreement together with the Schedules and Exhibits
thereto set forth all of the provisions, covenants, agreements,
conditions and undertakings among the parties hereto with respect
to the subject matter hereof. The provisions of this Agreement
are severable, and in the event that any one or more provisions
are deemed illegal or unenforceable, the remaining provisions
shall remain in full force and effect.
17. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws (other than those with
respect to choice of law) of the State of Delaware. Each of the
parties hereto agrees that all claims in any action or proceeding
arising out of or related to this Agreement may be heard and
determined in any Delaware state court or federal court sitting
in the State of Delaware.
18. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
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Agreement as of the date first above written.
UNITED STATES FILTER CORPORATION
By: /s/ Kevin L. Spence
----------------------------------
Title: Chief Financial Officer
NI INDUSTRIES , INC.
By: /s/ Timothy Wadhams
----------------------------------
Title: Vice President
11
Exhibit 99.03
[NI Industries, Inc. letterhead]
January 29, 1997
Mr. Damian C. Georgino, Esq.
United States Filter Corporation
40-004 Cook Street
Palm Desert, CA 92211
Dear Mr. Georgino:
On January 22, 1997, NI Industries exercised its "Put
Right" (the "Put Right") under paragraph 12 of the Option,
Transfer and Registration Agreement (the "Agreement"), dated as
of October 24, 1996 between United States Filter Corporation
(USF) and NI. USF has asked NI to register and sell its 75,786
shares of USF Common Stock (the "NI Shares") in a public
distribution ("Distribution") pursuant to a registration
statement which USF shall use its best efforts to effect under
the Securities Act (as defined in the Agreement) on Form S-3
("Registration Statement"). As an accommodation to USF, NI has
agreed to participate and sell the NI Shares in the Distribution
in lieu of selling the NI Shares in accordance with the Put
Right, provided, however, that (i) NI receives the proceeds from
such sale (the "Proceeds") no later than February 21, 1997,
(ii) USF pays to NI by wire transfer, concurrently with the
payment of the Proceeds and the transfer of the unsold NI Shares
to USF, which shall in no event be later than February 21, 1997,
the difference between the Proceeds and $2,625,000 (the
"Additional Payment"), (iii) any NI Shares not sold pursuant to
the Distribution will be purchased by USF pursuant to the
Agreement on February 21, 1997, (iv) NI shall not be responsible
for providing any indemnity to any party whatsoever in connection
with its sale of the NI Shares in the Distribution, including,
without limitation, any underwriters of the Distribution, and
USF's indemnification obligation to NI as set forth in the
Agreement will remain in full force and effect, (v) if NI has not
received the Proceeds and the Additional Payment by February 21,
1997, then USF will, on such date, purchase the NI Shares from NI
and deliver to NI $2,625,000 in payment therefor, and (vi) if NI
has not, for any reason not caused by NI, received the Proceeds
and/or the Additional Payment by February 21, 1997, interest
shall accrue on any unpaid amount from and after February 21,
1997 at the rate of fifteen (15%) percent per annum. The
distribution of the NI Shares pursuant to the Registration
Statement shall be effected by or through such investment banking
<PAGE>
January 29, 1997
Page 2
firm as may be designated by USF at the time the Registration
Statement is filed.
Please acknowledge your agreement to the foregoing by
signing below on the attached copy of this letter and returning
the same to the undersigned.
Very truly yours,
NI INDUSTRIES, INC.
By /s/ Timothy Wadhams
____________________________
Timothy Wadhams
Vice President
The foregoing is acknowledged and
agreed to:
UNITED STATES FILTER CORPORATION
By /s/ Tim Traff
___________________________________________
