As filed with the Securities and Exchange Commission
on April 9, 1997
Registration No. 333-24465
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
AMENDMENT NO. 1 TO
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 33-0266015
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) 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. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Palm Desert, State of California, on
April 8, 1997.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
---------------------------
Richard J. Heckmann
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Capacity Date
--------- -------- -----
Chairman of the April 8, 1997
/s/ Richard J. Heckmann Board, President
- ---------------------------------- and Chief Executive
Richard J. Heckmann Officer (Principal
Executive Officer)
and a Director
Vice President and April 8, 1997
/s/ Kevin L. Spence Chief Financial
- ---------------------------------- Officer (Principal
Kevin L. Spence Financial and
Accounting Officer)
* Executive Vice April 8, 1997
- ---------------------------------- President and a
Michael J. Reardon Director
* Senior Vice President April 8, 1997
- ---------------------------------- and a Director
Tim L. Traff
* Director April 8, 1997
- ----------------------------------
James E. Clark
<PAGE>
Director
- ----------------------------------
John L. Diederich
Director
- ----------------------------------
Robert S. Hillas
* Director April 8, 1997
- ----------------------------------
Arthur B. Laffer
Director
- ----------------------------------
Alfred E. Osborne, Jr.
* Director April 8, 1997
- ----------------------------------
J. Danforth Quayle
Director
- ----------------------------------
C. Howard Wilkins, Jr.
*By: /s/ Damian C. Georgino April 8, 1997
----------------------
Damian C. Georgino
Attorney-in-Fact
<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
(previously filed)
23.01 Consent of Damian C. Georgino (included in
Exhibit 5.01)
23.02 Consents of KPMG Peat Marwick LLP and KPMG
Audit Plc (previously filed)
23.03 Consent of Price Waterhouse LLP (previously
filed)
23.04 Consent of Ernst & Young LLP (previously
filed)
23.05 Consent of Arthur Andersen LLP
24.01 Powers of Attorney (included on original
signature page of this registration
statement)
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
Minneapolis, Minnesota
April 3, 1997
