PROSPECTUS
April 2, 1997
6,446,090 SHARES
UNITED STATES FILTER CORPORATION
Common Stock
(par value $.01 per share)
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This Prospectus relates to 6,446,090 shares (the "Shares") of the Common
Stock, par value $.01 per share ("Common Stock"), of United States Filter
Corporation (the "Company") which may be offered and issued by the Company from
time to time in connection with the acquisition by the Company directly, or
indirectly through subsidiaries, of various businesses or assets, or interests
therein. The Shares may be issued in mergers or consolidations, in exchange for
shares of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, or in
exchange for tangible or intangible assets, including, without limitation,
assets constituting all or substantially all of the assets and businesses of
such entities. Shares may also be reserved for issuance pursuant to, or offered,
issued and sold upon exercise or conversion of, warrants, options, convertible
debt obligations or equity securities or other similar instruments issued by the
Company from time to time in connection with any such acquisition. In certain
instances, the Company may guaranty that some or all of the aggregate net
proceeds from the sale of Shares during a limited period following their
issuance will not be less than the valuation used for purposes of their
issuance, and may make up any shortfall (including any shortfall attributable to
brokers' commissions and selling expenses) by issuing additional Shares under
this Prospectus or in cash.
It is expected that the terms of acquisitions involving the issuance of
Shares will be determined by direct negotiations with the owners or controlling
persons of the businesses or assets to be acquired, and that the Shares so
issued will be valued at prices based on or related to market prices for the
Common Stock on the New York Stock Exchange, Inc. (the "NYSE") at or about the
time the terms of an acquisition are agreed upon or at or about the time of
delivery of such Shares, or based on average market prices for periods ending at
or about such times. No underwriting discounts or commissions will be paid,
although brokers' or finders' fees may be paid from time to time with respect to
specific acquisitions; under some circumstances, the Company may issue Shares in
full or partial payment of such fees. Any person receiving any such fees may be
deemed to be an underwriter within the meaning of the United States Securities
Act of 1933, as amended (the "Securities Act").
With the consent of the Company, this Prospectus may also be used by
persons ("Selling Stockholders") who have received or will receive Shares in
connection with acquisitions and who may wish to sell such Shares under
circumstances requiring or making desirable its use. See "Resales of Shares."
The Shares will, prior to their issuance, be listed on the NYSE subject to
official notice of issuance. The Common Stock is traded under the symbol "USF."
The last reported sale price of the Common Stock on the NYSE on April 2, 1997
was $30.875 per share. ------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 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 United States Securities and Exchange Commission (the
"Commission"). Such reports, proxy solicitation materials and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's Regional Offices located at Seven World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. Such reports, proxy and information statements and other information
may be found on the Commission's site address, http://www.sec.gov. The Common
Stock is listed on the NYSE. Such reports, proxy solicitation materials and
other information can also be inspected and copied at the NYSE at 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission registration statements on Form
S-4 (herein, together with all amendments and exhibits, referred to as the
"Registration Statements") 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 Statements, 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 Statements, including the exhibits filed as a
part thereof or otherwise incorporated herein. Statements made in this
Prospectus as to the contents of any documents referred to are not necessarily
complete, and in each instance reference is made to such exhibit for a more
complete description and each such statement is modified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 1-10728) with the
Commission pursuant to the Exchange Act are incorporated by reference: The
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996;
the Company's Quarterly Reports for the quarters ended June 30, 1996, September
30, 1996 and December 31, 1996; and the Company's Current Reports on Form 8-K
dated May 31, 1996 (as amended on Form 8-K/A dated 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
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technologies. In addition, the Company has one of the industry's largest
networks of sales and service facilities. The Company capitalizes on its large
installed base, extensive distribution network and manufacturing capabilities to
provide customers with ongoing local service and maintenance. The Company is
also a leading provider of service deionization and outsourced water services,
including the operation of water and wastewater treatment systems at customer
sites.
The Company's principal executive offices are located at 40-004 Cook
Street, Palm Desert, California 92211, and its telephone number is (619)
340-0098. References herein to the Company refer 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
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 or choose not 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
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under a contract is otherwise impeded, revenue recognition and profitability
from a particular contract may be adversely affected. The Company routinely
records upward or downward adjustments with respect to fixed price contracts due
to changes in estimates of costs to complete such contracts. There can be no
assurance that future downward adjustments will not be material.
CYCLICALITY AND SEASONALITY
The sale of capital equipment within the water treatment industry is
cyclical and influenced by various economic factors including interest rates and
general fluctuations of the business cycle. A significant portion of the
Company's revenues are derived from capital equipment sales. While the Company
sells capital equipment to customers in diverse industries and in global
markets, cyclicality of capital equipment sales and instability of general
economic conditions could have an adverse effect on the Company's revenues and
profitability.
The sale of water and wastewater distribution equipment and supplies is
also cyclical and influenced by various economic factors including interest
rates, land development and housing construction industry cycles. Sales of such
equipment and supplies are also subject to seasonal fluctuation in northern
climates. 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 one of these facilities to comply
with those regulations could result in substantial fines and the suspension or
revocation of that facility's hazardous waste permit. In other matters, the
Company has been notified by the United States Environmental Protection Agency
that it is a potentially responsible party under the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA") at certain sites to which
the Company or its predecessors allegedly sent waste in the past. It is possible
that the Company could receive other such notices under CERCLA or analogous
state laws in the future. The Company does not believe that its liability, if
any, relating to such matters will be material. However, there can be no
assurance that such matters will not be material. In addition, to some extent,
the liabilities and risks imposed by environmental laws on the 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.
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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
A significant percentage of the Company's revenues is 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 April 1, 1997 by security holders
of the Company, including: (i) up to 3,750,093 shares which may be delivered by
Laidlaw Inc. or its affiliates ("Laidlaw"), at Laidlaw's option in lieu of cash,
at maturity pursuant to the terms of 5-3/4% Exchangeable Notes due 2000 of
Laidlaw (the amount of shares or cash delivered or paid to be dependent within
certain limits upon the value of the Common Stock at maturity); (ii) 7,636,363
shares issuable upon conversion of the Company's 6% Convertible Subordinated
Notes due 2005 at a conversion price of $18.33 per share of Common Stock; (iii)
9,113,924 shares issuable upon conversion of the Company's 4-1/2% Convertible
Subordinated Notes at a conversion price of $39.50 per share of Common Stock;
(iv) 2,744,918 outstanding shares that are currently registered for sale under
the Securities Act, pursuant to two shelf registration statements; and (v)
5,071,581 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).
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RESALES OF SHARES
With the consent of the Company, this Prospectus may be used by Selling
Stockholders who have received or will receive Shares in connection with
acquisitions and who may wish to sell such Shares under circumstances requiring
or making desirable its use. The Company may consent to the use of this
Prospectus by Selling Stockholders for a limited period of time and subject to
limitations and conditions which may be varied by agreement between the Company
and one or more Selling Stockholders. Agreements with Selling Stockholders
permitting use of this Prospectus may provide that an offering of Shares be
effected in an orderly manner through securities dealers, acting as broker or
dealer, selected by the Company; that Selling Stockholders enter into custody
agreements with one or more banks with respect to such Shares; and that sales be
made only by one or more of the methods described in this Prospectus, as
appropriately supplemented or amended when required. Other than in circumstances
where the Company may receive certain benefits in connection with price guaranty
arrangements, the Company will not receive any of the proceeds from any sale of
Shares offered hereby by a Selling Stockholder.
Shares may be sold by Selling Stockholders hereunder on one or more
exchanges or otherwise; directly to purchasers in negotiated transactions; by or
through brokers or dealers, which may include Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ"), in ordinary brokerage transactions or
transactions in which the broker solicits purchasers; in block trades in which
the broker or dealer, 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; through underwriters or agents, which
may include DLJ; 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. Any brokers, dealers, underwriters or agents, including
DLJ, may arrange for others to participate in any such transaction and may
receive compensation in the form of discounts, commissions or concessions from
Selling Stockholders and/or the purchasers of Shares. The proceeds to a Selling
Stockholder from any sale of Shares may be net of any such compensation and of
any other expenses which may be borne by the Selling Stockholder. 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, the names of any underwriters, brokers, dealers or agents and any
discounts, commissions or concessions and other items constituting compensation.
Selling Stockholders and any brokers, dealers, underwriters or agents that
participate with a Selling Stockholder in the distribution of Shares, which may
include DLJ, may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any discounts, commissions or concessions
received by any such brokers, dealers, underwriters or agents and any profit on
the resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Company may agree to indemnify Selling Stockholders and/or any such
brokers, dealers, underwriters or agents against certain civil liabilities,
including liabilities under the Securities Act, and to reimburse them for
certain expenses in connection with the offering and sale of Shares.
Selling Stockholders may also offer shares of Common Stock issued in past
and future acquisitions by means of prospectuses under other available
registration statements or pursuant to exemptions from the registration
requirements of the Securities Act, including sales which meet the requirements
of Rule 144, Rule 144A or Rule 145(d) under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
GENERAL
As of April 1, 1997, the Company was authorized to issue 150,000,000 shares
of Common Stock, par value $.01 per share, of which 76,919,050 shares were
issued and outstanding, and 3,000,000 shares of preferred stock, par value $.10
per share, of which none were issued and outstanding. Of the unissued shares of
Common Stock, 7,636,363 shares were reserved for issuance upon conversion of the
Company's 6% Convertible Subordinated Notes due 2005, 9,113,924 shares were
reserved for issuance upon conversion of the Company's 4-1/2% Convertible
Subordinated Notes due 2001 and an aggregate of 4,043,328 shares were reserved
for issuance upon exercise of options either outstanding or available for grant
under the Company's stock option plans for employees and directors.
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COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held of
record by them on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors; thus, the holders
of shares having more than 50% of the Company's voting power (including both
common and any voting preferred shares) voting for the election of directors can
elect all of the directors. The holders of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available therefor, subject to the prior rights of preferred
stockholders. In the event of liquidation, dissolution or winding up of the
Company's affairs, the holders of Common Stock are entitled to share ratably in
all assets remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, including
any preferred stock, that has preference over the Common Stock. Except as
described below under "Stock Purchase Rights," holders of shares of Common
Stock, as such, have no conversion, preemptive or other subscription rights, and
there are no redemption or sinking fund provisions applicable to the Common
Stock.
The Company currently intends to retain earnings to provide funds for the
operation and expansion of its business and accordingly does not anticipate
paying cash dividends on the Common Stock in the foreseeable future. Any payment
of cash dividends on the Common Stock in the future will depend upon the
Company's financial condition, earnings, capital requirements and such other
factors as the Board of Directors deems relevant. In addition, under the
Company's credit agreement with lenders for whom The First National Bank of
Boston is acting as Managing Agent, no dividends may be paid on the Common Stock
without the consent of the lenders whose lending commitments constitute a
majority of the lending commitments thereunder.
PREFERRED STOCK
Shares of preferred stock may be issued without stockholder approval. The
Board of Directors is authorized to issue such shares in one or more series and
to fix the rights, preferences, privileges, qualifications, limitations and
restrictions thereof, including dividend rights and rates, conversion rights,
voting rights, terms of redemption, redemption prices, liquidation preferences
and the number of shares constituting any series or the designation of such
series, without any vote or action by the stockholders. The Company has no
current plans for the issuance of any shares of preferred stock. Any preferred
stock to be issued could rank prior to the Common Stock with respect to dividend
rights and rights of liquidation. The Board of Directors, without stockholder
approval, may issue preferred stock with voting and conversion rights that could
adversely affect the voting power of holders of Common Stock or create
impediments to persons seeking to gain control of the Company.
STOCK PURCHASE RIGHTS
Laidlaw, which, as of April 1, 1997, held 3,750,093 shares of Common Stock,
has certain rights to purchase voting securities of the Company in order to
maintain its percentage voting interest. Except in connection with mergers or
other acquisitions or in the ordinary course under an employee stock option or
stock bonus plan, in the event the Company proposes to sell or issue shares of
voting securities, Laidlaw has the right to purchase, on the same terms as the
proposed sale or issuance, that number of shares or rights as will maintain its
percentage interest in the voting securities of the Company, assuming the
conversion of all convertible securities and the exercise of all options and
warrants then outstanding. In addition, Laidlaw has other purchase rights with
respect to sales or issuances of securities by the Company at prices below 85%
of current market price at the time of sale or issuance or the prevailing
customary price for such securities or their equivalent.
CERTAIN VOTING ARRANGEMENTS
Pursuant to the agreements whereby the Company acquired Smogless S.p.A. in
September 1994, Laidlaw has agreed to vote all shares owned by it for the
nominees of the Company's Board of Directors for election to the Board, and on
all other matters in the same proportion as the votes cast by other holders of
voting securities, other than those that relate to any business combination or
similar transaction involving the Company or any amendment to the Company's
Certificate of Incorporation or Bylaws.
CERTAIN CHARTER AND BYLAW PROVISIONS
The Company's Certificate of Incorporation (the "Certificate") places
certain restrictions on the voting rights of a "Related Person," defined therein
as any person who directly or indirectly owns 5% or more of the
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outstanding voting stock of the Company. The founders and the original directors
of the Company are excluded from the definition of "Related Persons," as are
seven named individuals including Richard J. Heckmann, the Chairman of the
Board, President and Chief Executive Officer of the Company. These voting
restrictions apply in two situations. First, the vote of a director who is also
a Related Person is not counted in the vote of the Board of Directors to call a
meeting of stockholders where that meeting will consider a proposal made by the
Related Person director. Second, any amendments to the Certificate that relate
to specified Articles therein (those dealing with corporate governance,
limitation of director liability or amendments to the Certificate), in addition
to being approved by the Board of Directors and a majority of the Company's
outstanding voting stock, must also be approved by either (i) a majority of
directors who are not Related Persons, or (ii) the holders of at least 80% of
the Company's outstanding voting stock, provided that if the change was proposed
by or on behalf of a Related Person, then approval by the holders of a majority
of the outstanding voting stock not held by Related Persons is also required. In
addition, any amendment to the Company's Bylaws must be approved by one of the
methods specified in clauses (i) and (ii) in the preceding sentence.
The Certificate and the Company's Bylaws provide that the Board of
Directors shall fix the number of directors and that the Board shall be divided
into three classes, each consisting of one-third of the total number of
directors (or as nearly as may be possible). Stockholders may not take action by
written consent. Meetings of stockholders may be called only by the Board of
Directors (or by a majority of its members). Stockholder proposals, including
director nominations, may be considered at a meeting only if written notice of
that proposal is delivered to the Company from 30 to 60 days in advance of the
meeting, or within ten days after notice of the meeting is first given to
stockholders.
DELAWARE ANTI-TAKEOVER LAW
Section 203 of the Delaware General Corporation Law ("Section 203")
provides, in general, that a stockholder acquiring more than 15% of the
outstanding voting shares of a corporation subject to the statute (an
"Interested Stockholder"), but less than 85% of such shares, may not engage in
certain "Business Combinations" with the corporation for a period of three years
subsequent to the date on which the stockholder became an Interested Stockholder
unless (i) prior to such date the corporation's board of directors has approved
either the Business Combination or the transaction in which the stockholder
became an Interested Stockholder or (ii) the Business Combination is approved by
the corporation's board of directors and authorized by a vote of at least
two-thirds of the outstanding voting stock of the corporation not owned by the
Interested Stockholder.
Section 203 defines the term "Business Combination" to encompass a wide
variety of transactions with or caused by an Interested Stockholder in which the
Interested Stockholder receives or could receive a benefit on other than a pro
rata basis with other stockholders, including mergers, certain asset sales,
certain issuances of additional shares to the Interested Stockholder,
transactions with the corporation that increase the proportionate interest of
the Interested Stockholder or transactions in which the Interested Stockholder
receives certain other benefits.
These provisions could have the effect of delaying, deferring or
preventing a change of control of the Company. The Company's stockholders, by
adopting an amendment to the Certificate or Bylaws of the Company, may elect not
to be governed by Section 203, effective twelve months after adoption. Neither
the Certificate nor the Bylaws of the Company currently excludes the Company
from the restrictions imposed by Section 203.
VALIDITY OF COMMON STOCK
The validity of the Shares will be passed upon for the Company by Damian
C. Georgino, Vice President, General Counsel and Secretary of the Company. Mr.
Georgino presently holds 100 shares of the Company's Common Stock and options
granted under the Company's 1991 Employee Stock Option Plan to purchase an
aggregate of 37,500 shares of Common Stock.
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
8
<PAGE>
and 1995 and for each of the three years in the period ended April 30, 1996,
have been audited by KPMG Peat Marwick LLP, independent certified public
accountants, as stated in their report incorporated by reference herein. The
consolidated financial statements of Davis Water & Waste Industries, Inc. and
its subsidiaries, which have been consolidated with those of the Company, have
been audited by Price Waterhouse LLP as stated in their report incorporated
herein by reference. Such financial statements of the Company and its
consolidated subsidiaries are incorporated by reference herein in reliance upon
the report of such firms given on the authority of said firms as experts in
accounting and auditing.
The combined financial statements of the Systems and Manufacturing Group
of Wheelabrator Technologies Inc. as of December 31, 1994 and 1995 and for each
of the years in the three year period ended December 31, 1995 have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, which report is
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The aggregated financial statements of the United Utilities Plc Process
Equipment Division as of March 31, 1996 and 1995 and for each of the years in
the two-year period ended March 31, 1996, have been incorporated by reference
herein in reliance upon the report of KPMG Audit Plc, independent chartered
accountants, which report is incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
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.
9
<PAGE>
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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 6,446,090 SHARES
REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN UNITED STATES FILTER CORPORATION
OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OTHER
THAN THE SECURITIES TO WHICH IT COMMON STOCK
RELATES OR AN OFFER TO SELL 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.
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TABLE OF CONTENTS ------------
PAGE
PROSPECTUS
Available Information................2
Incorporation of Certain -------------
Documents by Reference ............. 2
The Company..........................2
Risk Factors.........................3
Resales of Shares....................6
Description of Capital
Stock................................6
Validity of Common Stock.............8
Independent Certified
Public Accountants...................8
April 2, 1997
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