PROSPECTUS Filed Pursuant to Rule 424(b)(3)
April 28, 1997 File No. 333-24465
2,291,059 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 Stockholder named
herein (the "Selling Stockholder") of up to an aggregate of 2,291,059 shares
(the "Shares") of the Common Stock, par value $.01 per share ("Common Stock"),
of United States Filter Corporation (the "Company"). The Shares were acquired by
the Selling Stockholder named herein on April 1, 1997 pursuant to the terms of a
Stock Purchase Agreement between the Company and Wheelabrator Technologies Inc.
("WTI") dated as of February 20, 1997 (the "Stock Purchase Agreement"). The
Shares were issued in consideration of the acquisition by the Company of the
issued and outstanding membership interests or shares of capital stock of
Wheelabrator EOS Inc., Wheelabrator EOS of Wilmington LLC, Wheelabrator EOS
Canada Inc. and Wheelabrator Mexicana S.A. de C.V. (collectively, "EOS
Subsidiaries"). See "Selling Stockholder."
The Shares may be offered or sold by or for the account of the Selling
Stockholder 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 Stockholder 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 Stockholder" 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 April 25, 1997 was $26.00 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
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-3 (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, 1996;
the Company's Quarterly Reports for the quarters ended June 30, 1996, September
30, 1996 and December 31, 1996; and the Company's Current Reports on Form 8-K
dated May 31, 1996 (as amended on Form 8-K/A dated June 28, 1996), June 10,
1996, June 27, 1996, July 15, 1996 (two
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such Current Reports), August 23, 1996, September 6, 1996, October 28, 1996 (as
amended on Form 8-K/A dated December 19, 1996), November 6, 1996, December 2,
1996 and January 6, 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.
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 offers a single-source solution to industrial and municipal customers
through what the Company believes is the industry's broadest range of
cost-effective systems, products, services and proven technologies. In addition,
the Company has one of the industry's largest networks of sales and service
facilities. The Company capitalizes on its large installed base, extensive
distribution network and manufacturing capabilities to provide customers with
ongoing local service and maintenance. 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.
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
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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 50
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 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
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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. 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.
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
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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 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.
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COMPETITION
The water and wastewater treatment industry is fragmented and highly
competitive. The Company competes with many United States based and
international companies in its global markets. The principal methods of
competition in the markets in which the Company competes are technology, prompt
availability of local service capability, price, product specifications,
customized design, product knowledge and reputation, ability to obtain
sufficient performance bonds, timely delivery, the relative ease of system
operation and maintenance, and the prompt availability of replacement parts. In
the municipal contract bid process, pricing and ability to meet bid
specifications are the primary considerations. While no competitor is considered
dominant, 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 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 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
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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 April 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 at a conversion price of $39.50 per share of Common Stock;
(iv) 2,744,918 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
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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
or filed registration statements under the Securities Act with respect to
6,446,090 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 Stockholder will receive all of the net proceeds from any sale
of the Shares offered hereby, and none of such proceeds will be available for
use by the Company or otherwise for the Company's benefit.
SELLING STOCKHOLDER
The Shares which may be offered pursuant to this Prospectus will be
offered by or for the account of Resco Holdings Inc., a Delaware corporation
(the "Selling Stockholder"), a wholly owned subsidiary of WTI, which acquired an
aggregate of 2,291,059 shares of Common Stock on April 1, 1997 pursuant to the
Stock Purchase Agreement. All of the Shares are being offered hereby. The
aggregate number of shares of Common Stock beneficially owned by the Selling
Stockholder prior to the offering described in this Prospectus constitutes
approximately 3.0% of the shares of Common Stock outstanding on April 1, 1997.
Pursuant to the Stock Purchase Agreement, the Company acquired from the
Selling Stockholder and certain affiliates of the Selling Stockholder all of the
issued and outstanding membership interests or shares of capital stock of the
EOS Subsidiaries. In addition, on December 2, 1996, pursuant to an Amended and
Restated Purchase and Sale Agreement between WTI and the Company dated as of
September 14, 1996 (the "WSMG Agreement"), the Company acquired certain
businesses and assets comprising WTI's Water Systems and Manufacturing Group
("WSMG") from the Selling Stockholder and certain other affiliates of WTI. The
WSMG Agreement provided for certain rights of indemnification and certain other
ongoing rights and obligations between the Company and WTI. In addition, the
Company and WTI or its affiliates entered into certain agreements on an
arms-length basis providing for ongoing commercial relationships in connection
with the acquisition of WSMG. Other than as described herein, the Selling
Stockholder does not have, and within the past three years did not have, any
position, office or other material relationship with the Company or any of its
predecessors or affiliates.
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PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by or for the
account of the Selling Stockholder 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, which may include DLJ, 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 Stockholder or otherwise. The Company
may agree to indemnify participating brokers or dealers against certain civil
liabilities, including liabilities under the Securities Act.
WTI has agreed that the Selling Stockholder will not sell any of the
Shares until the earlier of the date the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 1997 is filed with the Commission and June
30, 1997. WTI has also agreed that the Selling Stockholder will not dispose of
the Shares by means of placing a single sell order for 75% or more of the Shares
as a block at a price at or below the prevailing market price on the NYSE.
The Selling Stockholder 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 Stockholder that the provisions of
Rules 10b-6 and 10b-7 under the Exchange Act may apply to their sales of Shares
and has furnished the Selling Stockholder with a copy of these rules. The
Company also has advised the Selling Stockholder of the requirement for delivery
of a prospectus in connection with any sale of the Shares.
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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 Stockholder
will sell any or all of the Shares. The Selling Stockholder may transfer, devise
or gift such Shares by other means not described herein.
The Company will pay all of the expenses, including, but not limited to,
fees and expenses of compliance with state securities or "blue sky" laws,
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 of Common Stock 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
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, 1995 and 1996 and for each of the three
years in the period ended March 31, 1996, except for the consolidated financial
statements of Davis Water & Waste Industries, Inc. and its subsidiaries as of
April 30, 1996 and 1995 and for each of the three years in the period ended
April 30, 1996, have been audited by KPMG Peat Marwick LLP, independent
certified public accountants, as stated in their report incorporated by
reference herein. The consolidated financial statements of Davis Water & Waste
Industries, Inc. and its subsidiaries, which have been consolidated with those
of the Company, have been audited by Price Waterhouse LLP as stated in their
report incorporated herein by reference. Such financial statements of the
Company and its consolidated subsidiaries are incorporated by reference herein
in reliance upon the report of such firms given on the authority of said firms
as experts in accounting and auditing.
The combined financial statements of the Systems and Manufacturing Group
of Wheelabrator Technologies Inc. as of December 31, 1994 and 1995 and for each
of the years in the three year period ended December 31, 1995 have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, which report is
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
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The aggregated financial statements of the United Utilities Plc Process
Equipment Division as of March 31, 1996 and 1995 and for each of the years in
the two-year period ended March 31, 1996, have been incorporated by reference
herein in reliance upon the report of KPMG Audit Plc, independent chartered
accountants, which report is incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Davis Water & Waste Industries,
Inc. incorporated in this Prospectus by reference to the audited historical
financial statements included in United States Filter Corporation's Form 8-K
dated June 27, 1996 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The consolidated financial statements of Zimpro Environmental, Inc. as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995 incorporated herein by reference, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference elsewhere herein, and are included in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
The audited financial statements of WaterPro Supplies Corporation as of
December 31, 1995 and for the period from April 7, 1995 to December 31, 1995
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent public accountants as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
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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 2,291,059 SHARES
AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER UNITED STATES FILTER CORPORATION
TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SUCH
SECURITIES IN ANY COMMON STOCK
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 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.
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TABLE OF CONTENTS PROSPECTUS
PAGE ---------------
Available Information.........2
Incorporation of Certain
Documents by Reference........2
The Company...................3
Risk Factors..................4
Use of Proceeds...............9
Selling Stockholder...........9
Plan of Distribution.........10
Validity of Common Stock.....11
Independent Certified Public
Accountants..................11 April 28, 1997
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