Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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 33-0266015
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40-004 Cook Street
Palm Desert, California 92211
(Address of principal executive offices) (Zip Code)
CHESTER ENGINEERS, INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
Damian C. Georgino, Esq.
Vice President, General Counsel & Secretary
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
(Name and address of agent for service)
(760) 340-0098
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE 0FFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE(1)
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Common Stock, 400,000 shares $30.75(1) $12,300,000 $3,728
par value $.01
per share
Common Stock, 12,356 shares $30.75(2) $ 379,947 $ 116
par value
$.01 per share
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(1) Based upon the exercise price of the options in respect of which the
shares may be issued, in accordance with Rule 457(h).
(2) Based upon the issue price of the shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by United States Filter Corporation (the
"Registrant") with the United States Securities and Exchange Commission (the
"Commission") pursuant to the United States Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference into this
Registration Statement: (i) the Company's Annual Report on Form 10-K for the
year ended March 31, 1997, and (ii) 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 subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Chester Engineers, Inc. 1996 Stock Option Plan
meeting the requirements of Section 10(a) of the United States Securities Act of
1933, as amended (the "Securities Act").
Item 4. Description of Securities.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock to which this Registration Statement
relates has been passed upon for the Registrant by Damian C. Georgino, Vice
President, General Counsel and Secretary of the Company. Mr. Georgino presently
holds 100 shares of the Registrant's Common Stock and options granted under the
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Registrant's 1991 Employee Stock Option Plan to purchase an aggregate of 37,500
shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation and the By-laws of the Registrant 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 Registrant.
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.
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The Registrant 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 Registrant.
Item 7. Exemption from Registration Claimed.
On April 30, 1997, the Registrant acquired all of the outstanding stock of
Chester Engineers, Inc. Pursuant to the Chester Engineers, Inc. 1996 Stock
Option Plan, all outstanding options under such plan ("Chester Options") were
automatically converted into the same number of options to purchase shares of
the Registrant's Common Stock at the market price on the date of grant (the
"Options"), and an additional number of shares of the Registrant's Common Stock
(the "Additional Shares") equivalent to the amount of the spread on the Chester
Options on such date. It is the Company's view that there was no "sale" of the
Options or the Additional Shares within the meaning of Section 2(3) of the
Securities Act.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
Exhibit No. Description
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4.1 Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3 to the Registrant's
Annual Report on Form 10-K, dated June 28, 1996, for the year
ended March 31, 1996 (File No. 1-10728)).
4.2 Restated Bylaws (incorporated by reference to Exhibit 3.3 to
the Registrant's Registration Statement on Form S-1 (File No.
33-41089)).
5.1 Opinion of Damian C. Georgino, Esq., regarding the legality of
the securities registered hereunder.
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23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Damian C. Georgino, Esq. (included in
the Opinion filed as Exhibit 5.1).
Item 9. Undertakings.
(a) 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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that 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.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 thereto.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities Act and, 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 Securities
Act and will be governed by the final adjudication of such issue.
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PROSPECTUS
July 3, 1997
12,356 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
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This prospectus provides for the offering by the Selling Stockholders
named or otherwise referred to herein (the "Selling Stockholders") of up to an
aggregate of 12,356 shares (the "Shares") of the Common Stock, par value $.01
per share ("Common Stock"), of United States Filter Corporation (the "Company").
The Selling Stockholders acquired the Shares pursuant to the terms of the
Chester Engineers, Inc. 1996 Stock Option Plan (the "Plan") in connection with
the acquisition by the Company of Chester Engineers, Inc. ("Chester"). See
"Selling Stockholders."
The Shares may be offered or sold by or for the account of the Selling
Stockholders from time to time on one or more exchanges or otherwise, at prices
and on terms to be determined at the time of sale, to purchasers directly or by
or through brokers or dealers, who may receive compensation in the form of
discounts, commissions or concessions. The Selling Stockholders and any such
brokers or dealers may be deemed to be "underwriters" within the meaning of the
United States Securities Act of 1933, as amended (the "Securities Act"), and any
discounts, concessions and commissions received by any such brokers and dealers
may be deemed to be underwriting commissions or discounts under the Securities
Act. The Company will not receive any of the proceeds from any sale of the
Shares offered hereby. See "Use of Proceeds," "Selling Stockholders" and "Plan
of Distribution."
The Common Stock is listed on the New York Stock Exchange (the "NYSE") and
traded under the symbol "USF." The last reported sale price of the Common Stock
on the NYSE on July 2, 1997 was $27.625 per share.
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SEE "RISK FACTORS" BEGINNING ON PAGE 4 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
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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 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 Web 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 a registration statement on Form
S-8 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") 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 Statement, 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 Statement, 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;
and the
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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 (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 ("SDI") 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.
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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.
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 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 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
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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 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
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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
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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 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
Each of the markets in which the Company competes is fragmented and highly
competitive. In the water and wastewater treatment market, the Company competes
globally with many United States based and international companies. In
connection with the marketing of water distribution equipment and supplies in
the United States, the Company competes with a large number of independent
wholesalers, other distribution chains similar to the Company's and
manufacturers who sell directly to customers. In the residential water market,
in which the Company believes there are thousands of participants, the Company
competes with national distribution networks, businesses with regional scope and
local product assemblers or service companies, as well as retail outlets. The
Company knows of no reliable statistics that provide a basis from which to
estimate the Company's relative competitive position in these markets. While no
competitor is considered dominant in any of these markets, 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.
TECHNOLOGICAL AND REGULATORY CHANGE
The water and wastewater treatment business is characterized by changing
technology, competitively imposed process standards
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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 are 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 subsidiary of 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
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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 July 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 due 2001 at a conversion price of $39.50 per share of Common
Stock; (iv) 5,010,677 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) 2,780,522 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 with respect to 3,132,106 shares which may be
issuable by the Company from time to time in connection with acquisitions of
businesses or assets from third parties.
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from any
sale of the Shares offered hereby, and none of
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such proceeds will be available for use by the Company or otherwise for the
Company's benefit.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership as of July 2, 1997 of shares of Common Stock by Selling Stockholders
holding 1,000 or more Shares. Certain other holders of Shares, none of whom are
affiliates of the Company and who each may sell up to 1,000 Shares, may use this
Prospectus for reoffers and resales of Shares. The respective number of shares
indicated as to each Selling Stockholder constitutes less than one percent of
the shares of Common Stock outstanding as of July 2, 1997.
Maximum
Shares Shares
Shares to be Owned
Selling Owned Sold Beneficially
Stockholder Beneficially Hereby as Adjusted
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Anthony F. Lisanti 1,545 1,545 --
John T. Lucey 2,935 2,935 --
Dennis A. Faust 1,699 1,699 --
Charles D.
Blumenschein 1,390 1,390 --
Richard J. Bartkowski 1,390 1,390 --
The Selling Stockholders acquired the Shares pursuant to the terms of the
Plan in connection with the Company's acquisition of Chester. Immediately prior
to the acquisition of Chester, Anthony F. Lisanti was Vice Chairman and Chief
Executive Officer, John T. Lucey was President and Chief Operating Officer,
Dennis A. Faust was Senior Vice President and General Manager of
Design/Construction, Charles D. Blumenschein was Senior Vice President and
General Manager of Service/Technology, and Richard J. Bartkowski was Senior Vice
President and General Manager of Operations/Technical Services of Chester. Each
of the Selling Stockholders is now an employee of the Company. Other than as
described herein, none of the Selling Stockholders has, or within the past three
years has had, any office or other material relationship with the Company or any
of its predecessors or affiliates.
10
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by or for the
account of the Selling Stockholders on one or more exchanges or otherwise;
directly to purchasers in negotiated transactions; by or through brokers or
dealers in ordinary brokerage transactions or transactions in which a broker or
dealer solicits purchasers; in block trades in which brokers or dealers 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 purchases as
principal for resale for its own account; 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. Brokers or dealers may arrange
for others to participate in any such transaction and may receive compensation
in the form of discounts, commissions or concessions payable by the Company
and/or the purchasers of Shares. 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, any discounts, commissions or
concessions and other items constituting compensation from the Selling
Stockholders or otherwise. The Company may agree to indemnify participating
brokers or dealers against certain civil liabilities, including liabilities
under the Securities Act.
The Selling Stockholders and any such brokers or dealers may be deemed to
be "underwriters" within the meaning of the Securities Act, in which event any
discounts, commissions or concessions received by such brokers or dealers and
any profit on the resale of the Shares purchased by such brokers or dealers may
be deemed to be underwriting commissions or discounts under the Securities Act.
The Company has informed the Selling Stockholders that the provisions of
Regulation M under the Exchange Act may apply to their sales of Shares and has
furnished the Selling Stockholders with a copy of these rules. The Company also
has advised the Selling Stockholders of the requirement for delivery of a
prospectus in connection with any sale of the Shares.
Any Shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that the Selling Stockholders
will sell any or all of
11
<PAGE>
the Shares. The Selling Stockholders may transfer, devise or gift such Shares by
other means not described herein.
The Company will pay all of the expenses incident to the registration of
the Shares, other than commissions and other selling expenses and any stock
transfer taxes.
VALIDITY OF COMMON STOCK
The validity of the Shares offered hereby 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 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 have been audited by KPMG Peat Marwick
LLP, independent certified public accountants, as stated in their report
incorporated by reference herein. Such consolidated financial statements of the
Company and its subsidiaries are incorporated by reference herein in reliance
upon the report of such firm given on the authority of said firm as experts in
accounting and auditing.
12
<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 12,356 SHARES
OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT UNITED STATES FILTER CORPORATION
RELATES OR AN OFFER TO SELL
OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES COMMON STOCK
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 PROSPECTUS
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
Available Information........2
Incorporation of Certain
Documents by Reference.......2
The Company..................3
Risk Factors.................4
Use of Proceeds..............9
Selling Stockholders.........10
Plan of Distribution.........11
Validity of Common Stock.....12
Independent Certified
Public Accountants...........12 July 3, 1997
====================================== ======================================
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 this 2nd day of
July, 1997.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
------------------------------
Richard J. Heckmann
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of United States Filter Corporation hereby constitutes and appoints
Kevin L. Spence and Damian C. Georgino, and each of them, his true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead, in any
and all capacities, to sign one or more amendments to this Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, including
post-effective amendments, and other related documents, and to file the same
with the Securities and Exchange Commission under said Act, hereby granting
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully as 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 may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:
Signature Capacity Date
---------- ---------- ------
/s/ Richard J. Heckmann Chairman of the Board, July 2, 1997
- -------------------------- President and Chief
Richard J. Heckmann Executive Officer
(Principal Executive
Officer) and a Director
<PAGE>
Signature Capacity Date
---------- ---------- ------
/s/ Kevin L. Spence Vice President and Chief July 2, 1997
- -------------------------- Financial Officer
Kevin L. Spence (Principal Financial and
Accounting Officer)
/s/ Michael J. Reardon Executive Vice President July 2, 1997
- -------------------------- and a Director
Michael J. Reardon
/s/ Tim L. Traff Senior Vice President July 2, 1997
- -------------------------- and a Director
Tim L. Traff
/s/ James E. Clark Director July 2, 1997
- --------------------------
James E. Clark
/s/ John L. Diederich Director July 2, 1997
- --------------------------
John L. Diederich
/s/ Robert S. Hillas Director July 2, 1997
- --------------------------
Robert S. Hillas
/s/ Arthur B. Laffer Director July 2, 1997
- --------------------------
Arthur B. Laffer
/s/ Alfred E. Osborne, Jr. Director July 2, 1997
- --------------------------
Alfred E. Osborne, Jr.
/s/ J. D. Quayle Director July 2, 1997
- --------------------------
J. Danforth Quayle
<PAGE>
Signature Capacity Date
---------- ---------- ------
/s/ C. Howard Wilkins, Jr. Director July 2, 1997
- --------------------------
C. Howard Wilkins, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequential Page
Number
4.1 Restated Certificate of Incorporation,
as amended (incorporated by reference
to Exhibit 3 to the Registrant's
Annual Report on Form 10-K, dated
June 28, 1996, for the year ended
March 31, 1996 (File No. 1-10728)).
4.2 Restated Bylaws (incorporated by
reference to Exhibit 3.3 to the
Registrant's Registration Statement on
Form S-1 (File No. 33-41089)).
5.1 Opinion of Damian C. Georgino, Esq.,
regarding the legality of the
securities registered hereunder.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Damian C. Georgino, Esq.
(included in the Opinion filed as
Exhibit 5.1).
Exhibit 5.1
July 2, 1997
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am general counsel of United States Filter Corporation (the "Company")
and I have acted as counsel for the Company in connection with the preparation
of the Form S-8 Registration Statement to be filed by the Company with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933, as amended, of 412,356 shares of the Company's common stock, par value
$.01 per share (the "Shares"), 400,000 of which are to be issued from time to
time to certain officers and employees of the Company and its affiliates in
connection with the exercise of options (the "Options") to purchase shares of
the Company's Common Stock granted under the terms of the Chester Engineers,
Inc. 1996 Stock Option Plan (the "Plan") and the Stock Option Agreements, dated
as of April 30, 1997, between such officers and employees and the Company (the
"Stock Option Agreements"), and 12,356 of which have been issued in connection
with the cancellation of the options being replaced by the Options.
I have examined the originals, certified copies or copies otherwise
identified to my satisfaction as being true copies of the Plan and the form of
Stock Option Agreement and such other documents as I have deemed necessary or
appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that the Shares have been duly
and validly authorized and reserved for issuance, and that 400,000 of such
Shares, when issued upon exercise of the Options pursuant to the terms of the
Stock Option Agreements or otherwise in accordance with the Plan, will be, and
12,356 of such Shares are, legally and validly issued, fully paid and
nonassessable.
<PAGE>
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Damian C. Georgino
Damian C. Georgino
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
of United States Filter Corporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of United States Filter Corporation of our report dated June 6, 1997,
relating to the consolidated balance sheets of United States Filter Corporation
as of March 31, 1996 and 1997, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the years in the
three-year period ended March 31, 1997, which report appears in the Annual
Report on Form 10-K of United States Filter Corporation for the fiscal year
ended March 31, 1997 and to the reference to our firm under the heading
"Independent Certified Public Accountants" in the Prospectus.
KPMG Peat Marwick LLP
Orange County, California
July 2, 1997
