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Filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933
Registration No. 333-07763
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 16, 1996)
February 14, 1997
UNITED STATES FILTER CORPORATION
This Supplement is a part of the Prospectus dated August 16,
1996 relating to 5,780,079 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 STOCKHOLDER
On February 14, 1997, the Company acquired the businesses of
the Surface Treatment Division (the "Division") of Tyzack
Precision Plc (the "Selling Stockholder"). The Division is
engaged in the business of designing and manufacturing surface
cleaning and preparation equipment, spare parts and supplies.
For the fiscal year ended July 31, 1996, the Division generated
approximately $43.5 million of revenues, principally in Europe.
The consideration for the acquisition of the Division was
574,618 shares of Common Stock (the "Shares"), subject to
possible post-closing adjustment as described below. The Selling
Stockholder intends to sell all of the Shares received by it,
constituting approximately 0.8% of the shares of Common Stock
outstanding on February 10, 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 Stockholder. The Selling Stockholder has agreed that any
sales of Shares will be made only through Donaldson, Lufkin &
Jenrette Securities Corporation and that the Shares will not be
disposed of in any manner which is disruptive to the market for
the Common Stock.
The Company has agreed that it will pay to the Selling
Stockholder in cash the aggregate amount by which the net
proceeds of Shares sold on or prior to March 31, 1997 are less
than pounds sterling 12,000,000 plus interest from the closing
date at a rate per annum of the average of the one month London
Inter Bank Offered Rate ("LIBOR"), and the Selling Stockholder
has agreed to pay to the Company in cash the aggregate amount by
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which the net proceeds of Shares sold on or prior to March 31,
1997 exceed pounds sterling 12,000,000 plus interest from the
closing date at a rate per annum of LIBOR. The net proceeds are
to be determined after deduction of any agency fees and/or
brokerage commissions paid or discount suffered by the Selling
Stockholder and/or any expenses and costs and/or any withholding
or other tax chargeable on or in respect of the proceeds of sale
of the Shares (other than United Kingdom corporation tax (if
any), and/or French taxe plus-value (if any) in respect of the
proceeds of the sale of the Shares). The Company's obligation is
secured by a letter of credit. Any Shares unsold at March 31,
1997 will be transferred to the Company.
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
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
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 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) 2,856,308 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 2,879,450 shares which may be issuable by the
Company from time to time in connection with acquisitions of
businesses from third parties.
