As filed with the Securities and Exchange Commission on September 8, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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UNITED STATES FILTER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3589 33-0266015
-------- ---- ----------
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification
of incorporation Classification No.)
or organization) Code Number)
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(760) 340-0098
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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DAMIAN C. GEORGINO
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
UNITED STATES FILTER CORPORATION
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(760) 340-0098
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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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 securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
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CALCULATION OF REGISTRATION FEE
Title of Proposed
each maximum Proposed
class of Amount offering maximum Amount of
securities to be price aggregate registra-
to be registered per offering tion fee
registered (1) share(2) price (2) (3)
- ---------- ------------- -------- ------------ ----------
Common
stock,
par value
$.01 per
share . . 6,000,000 shs $35.78125 $214,687,500 $65,057
(1) The shares of Common Stock offered by the prospectus included in this
registration statement also include the remaining 783,347 shares
registered under Registration Statement No. 333-23881 effective April 2,
1997 and included in such prospectus under Rule 429.
(2) 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 August 29, 1997.
(3) A fee of $47,254 was paid in connection with the filing of Registration
Statement No. 333-23881.
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.
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SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 1997
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.
PROSPECTUS
, 1997
6,783,347 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
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This Prospectus relates to 6,783,347 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, equity securities, contingent rights or other similar
instruments or rights 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, or a specific amount related to such valuation, 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.
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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 September
5, 1997 was $39.125 per share.
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SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK.
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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, 1997;
the Company's Quarterly Report for the quarter ended June 30, 1997; the
Company's Current Report on Form 8-K dated August 4, 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.
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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
General Counsel, United States Filter Corporation, 40-004 Cook Street, Palm
Desert, California 92211 (telephone (760) 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 is also a leading provider of service deionization and outsourced water
services, including the operation of water and wastewater treatment systems at
customer sites. It is actively involved in the development of privatization
initiatives for municipal wastewater treatment facilities in the United States,
Mexico and Canada. The Company sells equipment and provides services to its
customers through more than 450 locations throughout the world. The Company also
markets a broad line of water distribution and sewer and stormwater equipment
and supplies through a network of over 110 service centers in the United States.
In addition, the Company sells, installs and services a wide range of water
treatment and water-related products for the residential and consumer markets.
The Company's principal executive offices are located at 40-004 Cook
Street, Palm Desert, California 92211, and its telephone number is (760)
340-0098. References herein to the Company refer to United States Filter
Corporation and its subsidiaries, unless the context requires otherwise.
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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, including those which may be set forth from time to time under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Certain Trends and Uncertainties" in filings made by the Company
under the Exchange Act.
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 75
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 expand the segments of the water and
wastewater treatment and water-related industries in which it participates,
complement its technologies, products or services, broaden its customer base and
geographic areas served and/or expand its global distribution network, as well
as acquisitions which provide opportunities to further and implement the
Company's one stop shop approach in terms of technology, distribution or
service. 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.
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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 and Harry K.
Hornish, Jr., the Company's Executive Vice President Distribution 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 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.
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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, United States federal and state environmental
regulatory authorities have issued certain notices of violation related to
alleged multiple violations of applicable wastewater pretreatment standards by a
wholly owned subsidiary of the Company at a Connecticut ion exchange resin
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 notices
of violation. 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
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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
All of the markets in which the Company competes are highly competitive.
Due to the nature of these markets, many of which are fragmented and include an
array of different sources of competition, the Company knows of no reliable
statistics that provide a basis from which to estimate the Company's relative
competitive position. There are competitors of the Company in certain markets
that are divisions or subsidiaries of large companies that have significantly
greater resources than the Company. In connection with the marketing of water
distribution equipment and supplies, the Company competes not only with a large
number of independent wholesalers and with other distribution chains similar to
the Company, but also with manufacturers who sell directly to customers. In the
residential water market, the Company competes with companies with national
distribution networks, businesses with regional scope and local product
assemblers or service companies, as well as retail outlets. The Company believes
that there are thousands of participants in the household water market.
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.
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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 September 2, 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
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amended (the "Securities Act"); (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 of 1933,
as amended (the "Securities Act"), pursuant to one shelf registration statement;
and (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. In addition, subject to various conditions, the
Company has agreed in exchange for certain partnership interests to issue an
aggregate of 8,000,000 shares of Common Stock, assuming the Average Trading
Price of the Common Stock (as defined in the Agreement for Purchase and Sale of
Partnership Interests) is at least $25.05 and not greater than $37.575. If the
Average Trading Price is less than $25.05 or greater than $37.575, the number of
shares issued would be increased or decreased proportionately to reflect such
price. The holders (the "Holders") of such shares would have certain rights
after the shares have been held for 29 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. The Holders would also receive 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.
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
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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 will be net of any such compensation and of
any expenses to 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 from the Selling
Stockholder.
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
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exemptions from the registration requirements of the Securities Act, including
sales which meet the requirements of Rule 144 or Rule 145(d) under the
Securities Act.
DESCRIPTION OF CAPITAL STOCK
General. As of September 4, 1997, the Company was authorized to issue
300,000,000 shares of Common Stock, par value $.01 per share, of which
82,877,302 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 the Company Common Stock, 7,636,364 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
6,461,280 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.
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 voting preferred shares, if any) 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
14
<PAGE>
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 September 2, 1997, held
3,646,783 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 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 outstanding voting stock of the Company. The
founders and the original directors of the Company are excluded from the
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<PAGE>
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
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<PAGE>
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, Senior Vice President, General Counsel and Corporate 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, 1996 and 1997 and for each of the three
years in the period ended March 31, 1997 are incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, given on the authority of said firm as experts in accounting and
auditing.
17
<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
DOES NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN 6,783,347 SHARES
OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO UNITED STATES FILTER CORPORATION
SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN
ANY CIRCUMSTANCES IN WHICH SUCH COMMON STOCK
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.
-------------
TABLE OF CONTENTS -------------
PAGE PROSPECTUS
Available Information.........5
Incorporation of Certain -------------
Documents by Reference......5
The Company...................6
Risk Factors..................7
Resales of Shares............12
Description of
Capital Stock..............14
Validity of Common Stock.....17
Independent Certified
Public Accountants.........17 ___________, 1997
=============================== =================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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
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.
II-1
<PAGE>
ITEM 21. 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 Consent of KPMG Peat Marwick LLP
24.01 Powers of Attorney (included on signature page of this
registration statement)
ITEM 22. 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
II-2
<PAGE>
the registration statement is on Form S-3, Form S-8 or Form F-3, and 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.
(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.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other Items of the applicable form.
(6) That every prospectus (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes 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
II-3
<PAGE>
at that time shall be deemed to be the initial bona fide offering thereof.
(7) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.
(8) To supply by means of a post-effective amendment all required
information concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in the registration statement
when it became effective.
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
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 September 5, 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, including post-effective amendments, 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.
Signature Capacity Date
--------- -------- -----
/s/ Richard J. Heckmann Chairman of the September 5, 1997
- ------------------------ Board, President
Richard J. Heckmann and Chief Executive
Officer (Principal
Executive Officer)
and a Director
/s/ Kevin L. Spence Vice President and September 5, 1997
- ------------------------ Chief Financial
Kevin L. Spence Officer (Principal
Financial and
Accounting Officer)
<PAGE>
Signature Capacity Date
--------- -------- -----
/s/ Michael J. Reardon Executive Vice September 5, 1997
- ------------------------ President and a
Michael J. Reardon Director
/s/ Nicholas C. Memmo Executive Vice September 5, 1997
- ------------------------ President-Process
Nicholas C. Memmo Water and a Director
/s/ James E. Clark Director September 5, 1997
- ------------------------
James E. Clark
Director September 5, 1997
/s/ John L. Diederich
- ------------------------
John L. Diederich
Director September 5, 1997
/s/ Robert S. Hillas
- ------------------------
Robert S. Hillas
/s/ Arthur B. Laffer Director September 5, 1997
- ------------------------
Arthur B. Laffer
/s/ Alfred E. Osborne, Jr. Director September 5, 1997
- ------------------------
Alfred E. Osborne, Jr.
Director September 5, 1997
/s/ J. Danforth Quayle
- ------------------------
J. Danforth Quayle
Director September 5, 1997
/s/ C. Howard Wilkins, Jr.
- ------------------------
C. Howard Wilkins, Jr.
Exhibit 5.01
September 8, 1997
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Corporate Secretary of
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-4 (the "Registration Statement"), filed by the Company on
September 8, 1997 with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, with respect to an aggregate of up to
6,783,347 shares (the "Shares") of the Company's Common Stock, par value $.01
per share, that may be offered and issued by the Company from time to time in
connection with the acquisition by the Company, directly or indirectly, of
various businesses or assets, or interests therein.
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 Shares, when
issued as contemplated in the Registration Statement, will be validly issued,
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
------------------------
Damian C. Georgino
Exhibit 23.02
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
September 8, 1997
