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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-35189
UNITED STATES FILTER CORPORATION
This Supplement is a part of the Prospectus dated September 15, 1997
relating to 6,783,347 shares of Common Stock, par value $.01 per share (the
"Common Stock"), of United States Filter Corporation (the "Company"), issuable
in connection with the acquisition by the Company directly, or through
subsidiaries, of various businesses or assets, or interests therein. Defined
terms contained in this Supplement have the meanings assigned to them in the
Prospectus.
SELLING STOCKHOLDERS
On September 30, 1997, the Company acquired the business of Pacific
Water Works Supply Company, Inc. ("PWW") from the stockholders of PWW (the
"Selling Stockholders"). For the fiscal year ended March 31, 1997, PWW generated
approximately $68.4 million of revenues, from operations in the states of
Washington, Oregon and Idaho. PWW is engaged in the sale and distribution of
plumbing and waterworks fixtures, equipment and supplies.
The consideration for the acquisition of the business of PWW was
1,647,988 shares of Common Stock (the "Shares"). The Selling Stockholders intend
to sell all of the Shares received by them, constituting approximately 2.0% of
the shares of Common Stock outstanding on September 1, 1997, pursuant to this
Prospectus and the Registration Statement of which it is a part.
The Company has consented to use of the Prospectus by the Selling
Stockholders. The Selling Stockholders have agreed that any sales of Shares will
be made only through Donaldson, Lufkin & Jenrette Securities Corporation, or
such other firm mutually agreeable to the Company and the Selling Stockholders,
and that the Shares will be disposed of in an orderly manner and not in any
manner that is disruptive to the market for the Common Stock.
RISK FACTORS
The text appearing under the caption "Risk Factors--Shares Eligible
for Future Sale" in the Prospectus is supplemented by substituting the following
therefor in its entirety:
SHARES ELIGIBLE FOR FUTURE SALE
The market price of the Common Stock could be adversely affected by
the availability for public sale of shares held on October 8, 1997 by security
holders of the Company, including: (i) up to 3,646,783 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) or sold
from time to time in accordance with Rule 144(k) under the Securities Act of
1933, as amended (the "Securities Act");
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(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) 2,719,618 outstanding shares that are currently registered
for sale under the Securities Act, pursuant to a shelf registration statement;
(v) 496,157 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; and (vi) 1,200,000 shares that are subject to a warrant
agreement pursuant to which the holders have received warrants to purchase an
aggregate of 600,000 shares of Common Stock at $50.00 per share and 600,000
shares of Common Stock at $60.00 per share, such warrants expiring ten years
after consummation of the acquisition of the partnership interests and
exercisable at any time after the first sale of water from water rights
appurtenant to properties of the acquired partnerships. In addition, the holders
of an aggregate of 8,000,000 shares have certain rights after the shares have
been held for 9 months to request the Company to register them for sale 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.
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