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As filed with the Securities and Exchange Commission
on January 9, 1997
Registration No. 333-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________
United States Filter Corporation
(Exact name of registrant as specified in its charter)
DELAWARE 3589
(State or other jurisdiction (Primary Standard Industrial
of incorporation or organization) Classification Code Number)
33-0266015
(I.R.S. Employer
Identification No.)
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(619) 340-0098
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
___________________
DAMIAN C. GEORGINO
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
UNITED STATES FILTER CORPORATION
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(619) 340-0098
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
___________________
Copy to:
JANICE C. HARTMAN
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222
(412) 355-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after this registration statement becomes
effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. ____
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If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. X
___
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. ____
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, please check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. ____
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. ____
Pursuant to Rule 429, the prospectus included in this
registration statement also relates to securities of United
States Filter Corporation covered by Registration Statement No.
333-18889.
______________________________
CALCULATION OF REGISTRATION FEE
TITLE OF
EACH CLASS PROPOSED PROPOSED AMOUNT
OF AMOUNT MAXIMUM MAXIMUM OF
SECURITIES TO BE OFFERING AGGREGATE REGISTRA
TO BE REGISTERED PRICE PER OFFERING -TION
REGISTERED (1) SHARE(2) PRICE(2) FEE(3)
Common
stock,
par value
$.01
per 1,157,734 $35,817,395.63
share shares 30.9375 $10,854
(1) The shares of Common Stock offered by the prospectus
included in this registration statement also include
2,043,773 shares covered by Registration Statement No. 333-
18889 filed December 27, 1996 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 January 8, 1997 as reported on the
New York Stock Exchange Composite Tape.
(3) A registration fee of $19,200 was paid in connection with
Registration Statement No. 333-18889.
______________________________
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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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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.
SUBJECT TO COMPLETION DATED JANUARY 9, 1997
PROSPECTUS
, 1997
3,201,507 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
___________________
This prospectus provides for the offering of up to an
aggregate of 3,201,507 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 Stockholders named herein on October 28, 1996
pursuant to the terms of a Stock Purchase Agreement dated as of
September 10, 1996 (the "Stock Purchase Agreement"). The Shares
were issued in exchange for all of the outstanding Common Stock
of WaterPro Supplies Corporation ("WaterPro") and in repayment of
debt owed by WaterPro to one of the Selling Stockholders. See
"Selling Stockholders."
The Shares may be offered or sold by or for the account of
the Selling Stockholders from time to time or at one 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
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"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 January 8,
1997 was $30.75 per share.
_____________________
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.
_____________________
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 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 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 and
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September 30, 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 such
Current Reports), August 23, 1996, September 6, 1996, October 28,
1996 (as amended on Forms 8-K/A dated December 19, 1996 and
December 20, 1996), November 6, 1996 and December 2, 1996; 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 (619) 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.
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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 (619) 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 45 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.
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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. Should any of the senior managers be unable 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
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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. As a result of recent acquisitions, 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
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("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
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
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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
Completion of certain recent and pending acquisitions will
increase significantly the 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 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
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November 10, 1996 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)
2,908,171 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) 6,191,145 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 4,457,068 shares
which may be issuable by the Company from time to time in
connection with acquisitions of businesses 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
such proceeds will be available for use by the Company or
otherwise for the Company's benefit.
SELLING STOCKHOLDERS
The Shares which may be offered pursuant to this Prospectus
will be offered by or for the account of the persons named in the
table below (the "Selling Stockholders"), who acquired the Shares
on October 28, 1996 pursuant to the Stock Purchase Agreement.
The following table sets forth certain information regarding
beneficial ownership of shares of Common Stock by the Selling
Stockholders as of December 31, 1996, which shares constitute the
Shares offered hereby. Except with respect to Edmundson
International, Inc. ("Edmundson"), the aggregate number of shares
of Common Stock beneficially owned by each Selling Stockholder is
less than 1% of the outstanding Common Stock. The Selling
Stockholders intend to sell all of the Shares.
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Percentage of
Shares Owned Outstanding
Selling Stockholders Beneficially Common Stock
-------------------- ------------ -------------
Edmundson International, Inc. 2,971,119 4.26%
Hajoca Corporation 114,615 --
Richard J. Klau 86,830 --
Christopher M. Pappo 28,943 --
Pursuant to the Stock Purchase Agreement, the Company
acquired all of the outstanding voting securities of WaterPro.
Prior to such acquisition, the Selling Stockholders were
shareholders of WaterPro and had certain contractual and other
rights with respect to their share holdings in WaterPro. In
addition, prior to such acquisition Edmundson was a significant
creditor of WaterPro and had certain contractual and other rights
with respect to its debt holdings in WaterPro. Richard J. Klau
was the President, and Christopher M. Pappo was the Vice
President-Finance and Administration and Assistant Secretary,
respectively, of WaterPro prior to such acquisition. Other than
as described herein, the Selling Stockholders do 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.
PLAN OF DISTRIBUTION
Shares offered hereby may be sold from time to time or at
one 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, which
may include Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"), 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, 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; 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
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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,
which may include DLJ, against certain civil liabilities,
including liabilities under the Securities Act. The Company and
the Selling Stockholders are obligated to indemnify each other
against certain civil liabilities arising 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 Rules 10b-6 and 10b-7 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
the Shares. The Selling Stockholders may transfer, devise or
gift such Shares by other means not described herein.
The Company has agreed that it will pay to the Selling
Stockholders the aggregate amount by which (i) the net proceeds
per Share received from the sale of Shares prior to the close of
business on January 27, 1997 are less than $33.125, and (ii) the
net proceeds per Share received from the sale of Shares from
January 28, 1997 through February 26, 1997 are less than $33.125
plus interest at the then current prime or bank reference rate of
Bank of America from January 28, 1997 through the date of
payment. In addition, the Company has agreed that it will
purchase from the Selling Stockholders any Shares which are
unsold at the close of business on February 26, 1997 at $33.125
per share plus interest for the period and at the rate described
above.
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.
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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.
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.
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.
13
<PAGE>
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.
14
<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 3,201,507 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
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
PROSPECTUS
PAGE
________________
Available Information . . . 3
Incorporation of Certain
Documents by Reference . 3
The Company . . . . . . . . 4
Risk Factors . . . . . . . 5
Use of Proceeds . . . . . 10
Selling Stockholders . . 10
Plan of Distribution . . 11
Validity of Common Stock 13
Independent Certified Public
Accountants . . . . . . . 13 ___________, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Company in
connection with the distribution of the securities being
registered, other than underwriting discounts and commissions and
certain other expenses, which will be borne by the Selling
Stockholders, are as follows:
Securities and Exchange Commission Filing Fee . . . $10,854
Accounting Fees and Expenses 5,000
Legal Fees and Expenses . . . . . . . . . . . . . . 10,000
Miscellaneous Expenses . . . . . . . . . . . . . . . 146
Total . . . . . . . . . . . . . . . $26,000
ITEM 15. 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
II-1
<PAGE>
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.
ITEM 16. 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 Consents of KPMG Peat Marwick LLP and KPMG
Audit Plc
23.03 Consent of Price Waterhouse LLP
23.04 Consent of Ernst & Young LLP
23.05 Consent of Arthur Andersen LLP
24.01 Powers of Attorney (included on signature page
of this registration statement)
99.01 Stock Purchase Agreement dated as of September
10, 1996 among United States Filter
Corporation, Edmundson International, Inc.,
Hajoca Corporation, Christopher M. Pappo and
Richard J. Klau (incorporated by reference to
Exhibit 2.3 to the Company's Registration
Statement on Form S-3, Registration No. 333-
14277)
II-2
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.02 Option, Transfer and Registration Agreement
dated as of October 28, 1996 among United
States Filter Corporation, Edmundson
International, Inc., Hajoca Corporation,
Christopher M. Pappo and Richard J. Klau
(incorporated by reference to Exhibit 99.02 to
the Company's Registration Statement on Form
S-3, Registration No. 333-18889)
99.03 Form of letter agreement among United States
Filter Corporation and Edmundson
International, Inc., for itself and as
attorney-in-fact for Hajoca Corporation,
Christopher M. Pappo and Richard J. Klau
(incorporated by referenced to Exhibit 99.03
to the Company's Registration Statement on
Form S-3, Registration No. 333-18889)
ITEM 17. 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 the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
II-3
<PAGE>
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.
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 certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 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 January 9,
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, 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 January 9, 1997
-------------------------- Board, President
Richard J. Heckmann and Chief
Executive
Officer
(Principal
Executive
Officer) and a
Director
<PAGE>
/s/ Kevin L. Spence Vice President January 9, 1997
-------------------------- and Chief
Kevin L. Spence Financial
Officer
(Principal
Financial and
Accounting
Officer)
/s/ Michael J. Reardon Executive Vice January 9, 1997
-------------------------- President and a
Michael J. Reardon Director
/s/ Tim L. Traff Senior Vice January 9, 1997
-------------------------- President and a
Tim L. Traff Director
/s/ James E. Clark Director January 9, 1997
--------------------------
James E. Clark
Director January , 1997
--------------------------
John L. Diederich
Director January , 1997
--------------------------
Robert S. Hillas
/s/ Arthur B. Laffer Director January 9, 1997
--------------------------
Arthur B. Laffer
/s/ Alfred E. Osborne, Jr. Director January 9, 1997
--------------------------
Alfred E. Osborne, Jr.
/s/ J. Danforth Quayle Director January 9, 1997
--------------------------
J. Danforth Quayle
/s/ C. Howard Wilkins, Jr. Director January 9, 1997
--------------------------
C. Howard Wilkins, Jr.
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ---------------
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 Consents of KPMG Peat Marwick LLP
and KPMG Audit Plc
23.03 Consent of Price Waterhouse LLP
23.04 Consent of Ernst & Young LLP
23.05 Consent of Arthur Andersen LLP
24.01 Powers of Attorney (included on
signature page of this registration
statement)
99.01 Stock Purchase Agreement dated as of
September 10, 1996 among United
States Filter Corporation, Edmundson
International, Inc., Hajoca
Corporation, Christopher M. Pappo
and Richard J. Klau (incorporated by
reference to Exhibit 2.3 to the
Company's Registration Statement on
Form S-3, Registration No. 333-
14277)
99.02 Option, Transfer and Registration
Agreement dated as of October 28,
1996 among United States Filter
Corporation, Edmundson
International, Inc., Hajoca
Corporation, Christopher M. Pappo
and Richard J. Klau (incorporated by
reference to Exhibit 99.02 to the
Company's Registration Statement on
Form S-3, Registration No. 333-
18889)
<PAGE>
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ---------------
99.03 Form of letter agreement among
United States Filter Corporation and
Edmundson International, Inc., for
itself and as attorney-in-fact for
Hajoca Corporation, Christopher M.
Pappo and Richard J. Klau
(incorporated by referenced to
Exhibit 99.03 to the Company's
Registration Statement on Form S-3,
Registration No. 333-18889)
Exhibit 5.01
January 9, 1997
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary to 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-3 (the
"Registration Statement"), filed by the Company on January 9,
1997, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, with respect to an aggregate
of up to 1,157,734 shares (the "Selling Stockholders' Shares") of
the Company's Common Stock, par value $.01 per share, that may be
offered or sold from time to time by the selling stockholders
identified in the Registration Statement.
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
Selling Stockholders' Shares have been validly issued and are
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
Exhibit 23.02
1 of 3
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
January 8, 1997
<PAGE>
Exhibit 23.02
2 of 3
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
Chicago, Illinois
January 8, 1997
<PAGE>
Exhibit 23.02
3 of 3
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
To the Board of Directors and Shareholders
United Utilities PLC
We consent to the use of our report dated 16 October 1996
relating to the aggregated financial statements of the United
Utilities PLC Process Division as of 31 March 1996 and 1995 and
for each of the years in the two year period ended 31 March 1996
and the reference to our firm under the heading "Independent
Certified Public Accountants" in the prospectus to be dated 8
January 1997.
/s/ KPMG Audit Plc
KPMG Audit Plc
Chartered Accountants Manchester
Registered Auditors 8 January 1997
Exhibit 23.03
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of United States Filter Corporation of our report dated
June 13, 1996 relating to the consolidated financial statements
of Davis Water & Waste Industries, Inc., which appears in the
Current Report on Form 8-K of United States Filter Corporation
dated June 27, 1996. We also consent to the reference to us
under the heading "Independent Certified Public Accountants" in
such Prospectus.
Price Waterhouse LLP
Atlanta, Georgia
January 8, 1997
Exhibit 23.04
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Independent Certified Public Accountants" in the Registration
Statement (Form S-3) and related Prospectus of United States
Filter Corporation for the registration of 1,157,734 shares of
its common stock and to the incorporation by reference therein of
our report dated February 8, 1996, except for Notes 4 and 10, as
to which the date is May 10, 1996, with respect to the
consolidated financial statements of Zimpro Environmental, Inc.
included in the Current Report on Form 8-K of United States
Filter Corporation dated May 31, 1996, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Minneapolis, Minnesota
January 8, 1997
Exhibit 23.05
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 8, 1996 included in United States Filter
Corporation's Report on Form 8-K dated November 6, 1996 and to
all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Minneapolis, Minnesota
January 8, 1997
