PROSPECTUS Filed pursuant to Rule 424(b)(3)
MAY 15, 1998 File No. 333-52487
12,881,860 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
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This Prospectus relates to 12,881,860 shares (the "Shares") of the Common
Stock, par value $.01 per share ("Company Common Stock"), of United States
Filter Corporation (the "Company") which may be offered and issued by the
Company from time to time in connection with the acquisition by the Company
directly, or indirectly through subsidiaries, of various businesses or assets,
or interests therein. The Shares may be issued in mergers or consolidations, in
exchange for shares of capital stock, partnership interests or other assets
representing an interest, direct or indirect, in other companies or other
entities, or in exchange for tangible or intangible assets, including, without
limitation, assets constituting all or substantially all of the assets and
businesses of such entities. Shares may also be reserved for issuance pursuant
to, or offered, issued and sold upon exercise or conversion of, warrants,
options, convertible debt obligations, equity securities, contingent rights or
other similar instruments or rights issued by the Company from time to time in
connection with any such acquisition. In certain instances, the Company may
guaranty that some or all of the aggregate net proceeds from the sale of Shares
during a limited period following their issuance will not be less than the
valuation used for purposes of their issuance, or a specific amount related to
such valuation, and may make up any shortfall (including any shortfall
attributable to brokers' commissions and selling expenses) by issuing additional
Shares under this Prospectus or in cash.
It is expected that the terms of acquisitions involving the issuance of
Shares will be determined by direct negotiations with the owners or controlling
persons of the businesses or assets to be acquired, and that the Shares so
issued will be valued at prices based on or related to market prices for the
Common Stock on the New York Stock Exchange, Inc. (the "NYSE") at or about the
time the terms of an acquisition are agreed upon or at or about the time of
delivery of such Shares, or based on average market prices for periods ending at
or about such times. No underwriting discounts or commissions will be paid,
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although brokers' or finders' fees may be paid from time to time with respect to
specific acquisitions; under some circumstances, the Company may issue Shares in
full or partial payment of such fees. Any person receiving any such fees may be
deemed to be an underwriter within the meaning of the United States Securities
Act of 1933, as amended (the "Securities Act").
With the consent of the Company, this Prospectus may also be used by
persons ("Selling Stockholders") who have received or will receive Shares in
connection with acquisitions and who may wish to sell such Shares under
circumstances requiring or making desirable its use. See "Resales of Shares."
The Shares will, prior to their issuance, be listed on the NYSE subject
to official notice of issuance. The Common Stock is traded under the symbol
"USF." The last reported sale price of the Common Stock on the NYSE on May 14,
1998 was $33.1875 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 United States Securities and Exchange Commission (the
"Commission"). Such reports, proxy solicitation materials and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's Regional Offices located at Seven World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. Such reports, proxy and information statements and other information
may be found on the Commission's site address, http://www.sec.gov. The Common
Stock is listed on the NYSE. Such reports, proxy solicitation materials and
other information can also be inspected and copied at the NYSE at 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission registration statements on Form
S-4 (herein, together with all amendments and exhibits, referred to as the
"Registration Statements") under the Securities Act with respect to the offering
made hereby. This Prospectus does not contain all of the information set forth
in the Registration Statements, certain portions of which are omitted in
accordance with the rules and regulations of the Commission. Such additional
information may be obtained from the Commission's principal office in
Washington, D.C. as set forth above. For further information, reference is
hereby made to the Registration Statements, including the exhibits filed as a
part thereof or otherwise incorporated herein. Statements made in this
Prospectus as to the contents of any documents referred to are not necessarily
complete, and in each instance reference is made to such exhibit for a more
complete description and each such statement is modified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 1-10728) with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
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the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
1997; the Company's Quarterly Reports for the quarterly periods ended June 30,
1997 (as amended on Form 10-Q/A dated August 22, 1997), September 30, 1997 and
December 31, 1997 (as amended on Forms 10-Q/A dated May 12, 1998 and May 14,
1998); the Company's Current Reports on Form 8-K dated October 28, 1996 (as
amended on a Form 8-K/A dated December 19, 1996), December 2, 1996, January 6,
1997, August 4, 1997, September 17, 1997, September 19, 1997, December 9, 1997
(as amended on Forms 8-K/A dated February 6, 1998 and March 4, 1998), December
31, 1997, January 16, 1998 (as amended on Forms 8-K/A dated February 6, 1998,
March 4, 1998, May 12, 1998 and May 14, 1998), February 9, 1998 and May 12, 1998
(as amended on Form 8-K/A dated May 14, 1998); 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
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the
initial Registration Statements and prior to effectiveness of the Registration
Statements and after the date of this Prospectus and prior to the termination of
the offering made by this Prospectus shall be deemed to be incorporated by
reference herein. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide to each person to whom a copy of this Prospectus
is delivered, upon the written or oral request of such person, without charge, a
copy of any or all of the documents that are incorporated herein by reference,
other than exhibits to such information (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
General Counsel, United States Filter Corporation, 40-004 Cook Street, Palm
Desert, California 92211 (telephone (760) 340-0098).
THE COMPANY
The Company is a leading global provider of industrial and municipal water
and wastewater treatment systems, products and services, with an installed base
of systems that the Company believes is one of the largest worldwide. The
Company offers a single-source solution to its customers through what the
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Company believes is the industry's broadest range of cost-effective systems,
products, services and proven technologies. The Company markets a broad line of
waterworks distribution products and services. In addition, the Company also
sells, installs and services in the United States a wide range of products which
address household water issues. The Company has one of the industry's largest
networks of sales and service and distribution facilities through more than 600
locations including 88 manufacturing plants in 33 countries. 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 a leading provider of outsourced water services,
including the operation of water and wastewater treatment systems at customer
sites. In addition, the Company is actively involved in the development of
privatization initiatives for municipal water treatment facilities throughout
the world and, specifically, in the United States, Mexico and Canada. The
Company also owns a significant amount of properties with appurtenant water
rights in the Western and Southwestern United States, a substantial portion of
which are leased to agricultural tenants.
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," "could," "should," "would,"
"anticipates" or "continue" 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.
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RISK OF NON-CONSUMMATION OF THE CULLIGAN MERGER
On February 9, 1998, the Company agreed to acquire Culligan Water
Technologies, Inc. ("Culligan") pursuant to a Merger Agreement between the
Company, a wholly owned subsidiary of the Company and Culligan (the "Culligan
Merger Agreement"). The merger ("Culligan Merger") is subject to approval by the
stockholders of both the Company and Culligan. The Company and Culligan
currently anticipate holding special stockholders meetings in June 1998. Holders
of an aggregate of 28.5% of the outstanding shares of Culligan common stock have
agreed to vote in favor of the Culligan Merger. However, there can be no
assurance that the Culligan Merger will be consummated, or, if consummated, that
the Culligan businesses will be integrated successfully into the Company's
businesses or provide profitable. In the event of termination of the Culligan
Merger Agreement because the Company's stockholders do not approve the Culligan
Merger, because the Company's Board of Directors modifies or changes in any
manner adverse to Culligan its recommendation to its stockholders in favor of
the Culligan Merger or because the Company or its affiliates fail to perform the
Company's obligations to use its reasonable best efforts to obtain governmental
and third party approvals and otherwise to take certain actions necessary to
consummate the Culligan Merger, the Company may be required to pay to Culligan
up to $47 million under the terms of the Culligan Merger Agreement.
In addition, filings with, notifications to and authorizations and
approvals of, various governmental agencies, both U.S. and non-U.S., with
respect to the transactions contemplated by the Culligan Merger Agreement,
relating primarily to antitrust, foreign investment and securities law issues,
must be made and received prior to consummation of the Culligan Merger. The
Company has received notice of early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The combined
enterprise may be required to divest one or more of its product lines or
operations, or agree to various operating restrictions, before or after receipt
of stockholder approval, in order to obtain the necessary authorizations and
approvals of the Culligan Merger or to assure that governmental authorities do
not seek to enjoin the Culligan Merger. There can be no assurance that the
consummation of any such divestitures could be effected at a fair market price
or that the reinvestment of the proceeds therefrom would produce for the
combined enterprise operating profit at the same level as the divested product
lines or a commensurate rate of return on the amount of its investment. There
also can be no assurance that any operating restrictions imposed would not
adversely affect the value of the combined enterprise. The Culligan Merger
Agreement is subject to termination if the Culligan Merger is not consummated by
November 15, 1998.
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Culligan will have the right to terminate the Culligan Merger Agreement if
a governmental authority enjoins the Culligan Merger; if the Culligan Merger is
not consummated by November 15, 1998 and Culligan has not failed to perform its
obligations under the Culligan Merger Agreement; if the Board of Directors of
the Company changes its recommendation to its stockholders in a manner adverse
to Culligan in respect of the Culligan Merger; if the stockholders of Culligan
or the Company fail to approve the Culligan Merger; if the average of the
closing prices of the Common Stock for any period of 10 consecutive trading days
ending on or after the sixth trading day prior to the date of Culligan's
stockholders meeting is less than $26.25; or if the Company materially breaches
(and fails to cure such breach) its obligations under the Culligan Merger
Agreement. However, if Culligan terminates the Culligan Merger Agreement in
respect of a competing transaction, Culligan may be obligated to pay to the
Company up to $47 million.
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 more than 125 United States based and
international businesses. The Company plans to continue to pursue acquisitions
that expand the segments of the water and wastewater treatment and water-related
industries in which it participates, complement its technologies, products or
services, broaden its customer base and geographic areas served and/or expand
its global distribution network, as well as acquisitions which provide
opportunities to further and implement the Company's one-stop-shop approach in
terms of technology, distribution or service. The Company's acquisition strategy
entails the potential risks inherent in assessing the value, strengths,
weaknesses, contingent or other liabilities and potential profitability of
acquisition candidates and in integrating the operations of acquired companies.
In addition, the Company's acquisition of Memtec Limited was accomplished
through an unsolicited tender offer, and the Company could make other such
acquisitions. The level of risk associated with such acquisitions is generally
greater because frequently they are accomplished, as was the case with the
acquisition of Memtec, without the customary representations or due diligence
typical of negotiated transactions. Although the Company generally has been
successful in pursuing 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. In addition, a
substantial portion of the business of Culligan includes non-U.S. sales. 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, the lack in some jurisdictions of
well-developed legal systems, nationalization and possible social, political and
economic instability. In particular, the Company has significant operations in
Asia which have been and may in the future be adversely affected by current
economic conditions in that region. While the full impact of this economic
instability cannot be predicted, it could have a material adverse effect on the
Company's revenues and profitability.
RELIANCE ON KEY PERSONNEL
The operations of the Company 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. The Company is considering an
employment agreement for Mr. Heckmann, who does not currently have one. The
Company is also considering employment agreements for other members of senior
management, most of whom do not currently have such agreements, although the
names of such members have yet to be determined. There can be no assurance that
the Company will enter into employment agreements with Mr. Heckmann or members
of senior management. Should any of the Company's 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,
scheduled deliveries 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.
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CYCLICALITY, SEASONALITY AND POSSIBLE EARNINGS FLUCTUATIONS
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, including those currently unfolding in Asian markets, could
have a material 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 temperate
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 a material adverse effect on the Company's revenues and
profitability.
The Company's high-purity process piping systems have been sold
principally to companies in the semiconductor and, to a lesser extent,
pharmaceutical and biotechnology industries, and sales of those systems are
critically dependent on these industries. The success of customers and potential
customers for high-purity process piping systems is linked to economic
conditions in these respective industries, which in turn are each subject to
intense competitive pressure and are affected by overall economic conditions.
The semiconductor industry in particular has historically been, and will likely
continue to be, cyclical in nature and vulnerable to general downturns in the
economy. The semiconductor and pharmaceutical industries also represent
significant markets for the Company's water and wastewater treatment systems.
Downturns in these industries could have a material adverse effect on the
Company's revenues and profitability.
Operating results from the sale of high-purity process piping systems also
can be expected to fluctuate significantly as a result of the limited pool of
existing and potential customers for these systems, the timing of new contracts,
possible deferrals or cancellations of existing contracts and the evolving and
unpredictable nature of the markets for high-purity process piping systems.
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As a result of these and other factors, the Company's operating results
may be subject to quarterly or annual fluctuations. There can be no assurance
that at any given time the Company's operating results will meet or exceed stock
market analysts' expectations, in which event the market price of the Common
Stock could be adversely affected.
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, at a Connecticut ion exchange resin regeneration facility
(the "South Windsor Facility") operated by a wholly owned subsidiary of the
Company (the "South Windsor Subsidiary"), acquired by the Company in October
1995 from Anjou International Company ("Anjou"), U.S. federal and state
environmental regulatory authorities have issued certain notices of violation
alleging multiple violations of applicable wastewater pretreatment standards. A
grand jury investigation concerning these conditions also is pending. The South
Windsor Subsidiary has reached a tentative agreement with the U.S. Attorney's
Office and the U.S. Environmental Protection Agency ("USEPA") to settle all
agency claims and investigations relating to this matter by pleading guilty to a
single violation of the Federal Water Pollution Control Act. The proposed
settlement includes a payment of $1.36 million, including a criminal penalty of
approximately $1.0 million, and annual environmental compliance audits at the
South Windsor Facility for five years. The Company believes that this settlement
will conclude this matter in its entirety; however, there can be no assurance
that the proposed settlement will become final, and it is not expected that it
would include a formal release of all liabilities in this regard. In connection
with this proposed settlement, representatives of the Company and the USEPA's
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Office of Grants and Debarment have discussed the South Windsor Facility's
debarment from participation in government contracts. Based on its discussions
with the USEPA, the Company believes that the USEPA will lift any such debarment
immediately after the Company and the USEPA agree to the proposed settlement.
The loss of revenue from a debarment, regardless of its duration, is not
expected to be material to the Company. Based upon the anticipated settlement,
the Company does not believe that this matter will have a material adverse
effect on the Company. In addition, the Company has certain rights of
indemnification from Anjou which may be available with respect to these matters
pursuant to the laws of the state of New York or the Stock Purchase Agreement
dated as of August 30, 1995 among the Company, Anjou and Polymetrics, Inc.
With respect to a former California ion exchange resin regeneration
facility (the "El Cajon Facility") operated by a wholly owned subsidiary of the
Company (the "El Cajon Subsidiary"), the San Diego county district attorney is
investigating a hydrochloric acid spill that occurred in early 1997. In
connection with this incident, the Company and the office of the district
attorney have reached a proposed settlement (subject to final approval of the
court) whereby the Company has agreed to a civil violation of the California
Health and Safety Code and has paid a $140,000 fine, which includes a civil
penalty of $25,000. Pursuant to the terms of the settlement, the office of the
district attorney has agreed that it will not subject the Company (or its
subsidiaries and affiliates) to further civil or criminal prosecution for this
matter.
In addition to the foregoing, 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.
The Company serves as contract operator of various municipal and industrial
wastewater collection and treatment facilities, which were developed and are
owned by governmental or private entities. The Company and Culligan also operate
other facilities, including service deionization centers and manufacturing
facilities, that discharge wastewater in connection with routine operations.
Under service contracts and applicable environmental laws, the Company as
operator of such facilities may incur certain liabilities in the event those
facilities experience malfunctions or discharge wastewater which does not meet
applicable permit limits and regulatory requirements. In some cases, the
potential for such liabilities depends upon design or operational conditions
over which the Company has limited, if any, control. In other matters, the
Company has been notified by the USEPA that it is a potentially responsible
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party under the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 ("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. Based on sites which are currently known to the Company that may require
remediation, the Company does not believe that its liability, if any, relating
to such sites 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 and financial position.
In 1995, Culligan purchased an equity interest in Anvil Holdings, Inc. As
a result of this transaction, Culligan assumed certain environmental liabilities
associated with soil and groundwater contamination at Anvil Knitwear's Asheville
Dyeing and Finishing Plant (the "Plant") in Swannanoa, North Carolina. Since
1990, Culligan has delineated and monitored the contamination pursuant to an
Administrative Consent Order entered into with the North Carolina Department of
Environment, Health and Natural Resources related to the closure of underground
storage tanks at the site. Groundwater testing at the Plant and at two adjoining
properties has shown levels of a cleaning solvent believed to be from the Plant
that are above action levels under state guidelines. Culligan has begun
remediation of the contamination. Culligan currently estimates that the costs of
future site remediation will range from $1.0 million to $1.8 million and that it
has sufficient reserves for the site cleanup. The Company anticipates that the
potential costs of further monitoring and corrective measures to address the
groundwater problem under applicable laws will not have a material adverse
effect on the financial position or the results of operations of the Company.
However, because the full extent of the required cleanup has not been
determined, there can be no assurance that this matter will not have a material
adverse effect on the Company's financial position or results of operations.
Certain of the Company's and Culligan's facilities contain or in the past
contained underground storage tanks which may have cause soil or groundwater
contamination. At one formerly owned site, Culligan is investigating, and has
taken certain actions to correct, contamination that may have resulted from a
former underground storage tank. Based on the amount of contamination believed
to have been present when the tank was removed, and the probability that some of
the contamination may have originated from nearby properties, the Company
believes, although there can be no assurance, that this matter will not have a
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material adverse effect on the combined companies' financial position or results
of operations.
COMPETITION
All of the markets in which the Company competes are highly competitive,
and most are fragmented, with numerous regional and local participants. There
are competitors of the Company in certain markets that are divisions or
subsidiaries of companies that have significantly greater resources than the
Company. The Company's process water treatment business competes in the United
States and internationally principally on the basis of product quality and
specifications, technology, reliability, price, customized design and technical
qualifications, reputation and prompt availability of local service. The
Company's wastewater treatment business competes in the United States and
internationally largely on the basis of the same factors, except that pricing
considerations can be predominant among competitors that have sufficient
technical qualifications, particularly in the municipal contract bid process.
The Company's filtration and separation business competes in the United States
and internationally principally on the basis of price, technical expertise,
product quality and responsiveness to customer needs, including service and
technical support. The Company's industrial products and services business
competes in the United States and internationally principally on the basis of
quality, service and price. In connection with the marketing of waterworks
distribution equipment and supplies, the Company competes not only with a large
number of independent wholesalers and with other distribution chains similar to
the Company, but also with manufacturers who sell directly to customers. The
principal methods of competition for the Company's waterworks distribution
business include prompt local service capability, product knowledge by the sales
force and service branch management, and price. The Company's consumer products
business competes with companies with national distribution networks, businesses
with regional scope, and local product assemblers or service companies, as well
as retail outlets. The Company believes that there are thousands of participants
in the residential water business. The consumer products business, which upon
consummation of the Culligan Merger will include Culligan's current residential
operations, competes principally on the basis of price, product quality and
"taste," service, distribution capabilities, geographic presence and reputation.
Competitive pressures, including those described above, and other factors could
cause the Company to lose market share or could result in significant price
erosion, either of which could have a material adverse effect upon the Company's
financial position, results of operations and cash flows.
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POTENTIAL RISKS RELATED TO WATER RIGHTS AND WATER TRANSFERS
The Company recently acquired more than 47,000 acres of agricultural land
(the "Properties"), situated in the Southwestern United States, the substantial
majority of which are in Imperial County, California (the "IID Properties")
located within the Imperial Irrigation District (the "IID"). Substantially all
of the Properties are currently leased to third party agricultural tenants,
including prior owners of the Properties. The Company acquired the Properties
with appurtenant water rights, and is actively seeking to acquire additional
properties with water rights, primarily in the Southwestern and Western United
States. The Company may seek in the future to transfer water attributable to
water rights appurtenant to the Properties, particularly the IID Properties (the
"IID Water"). However, since the IID holds title to all of the water rights
within the IID in trust for the landowners, the IID would control the timing and
terms of any transfers of IID Water by the Company. The circumstances under
which transfers of water can be made and the profitability of any transfers are
subject to significant uncertainties, including hydrologic risks of variable
water supplies, risks presented by allocations of water under existing and
prospective priorities, and risks of adverse changes to or interpretations of
U.S. federal, state and local laws, regulations and policies. Transfers of IID
Water attributable to water rights appurtenant to the IID Properties (the "IID
Water Rights") are subject to additional uncertainties. Allocations of Colorado
River water, which is the source of all water deliveries to the IID Properties,
are subject to limitations under complex international treaties, interstate
compacts, U.S. federal and state laws and regulations, and contractual
arrangements and, in times of drought, water deliveries could be curtailed by
the U.S. government. Further, any transfers of IID Water would require the
approval of the U.S. Secretary of the Interior. Even if a transfer were
approved, other California water districts and users could assert claims adverse
to the IID Water Rights, including but not limited to claims that the IID has
failed to satisfy U.S. federal law and California constitutional requirements
that IID Water must be put to reasonable and beneficial use. A finding that the
IID's water use is unreasonable or nonbeneficial could adversely impact title to
the IID Water Rights and the ability to transfer IID Water. Water transferred by
the IID to metropolitan areas of Southern California, such as San Diego,
currently would be transported through aqueducts owned or controlled by the
Metropolitan Water District, a quasi-governmental agency (the "MWD"). The
transportation cost for any transfer of IID Water and the volume of water which
the MWD can be required to transport at any time are subject to California laws
of uncertain application, some aspects of which are currently in litigation. The
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uncertainties associated with water rights could have a material adverse effect
on the Company's future profitability.
TECHNOLOGICAL AND REGULATORY RISKS
Portions of the water and wastewater treatment business are 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
technological 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. The market growth potential of acquired in-process research and
development is subject to certain risks, including costs to develop and
commercialize such products, the cost and feasibility of production of products
utilizing the applicable technologies, introduction of competing technologies
and market acceptance of the products and technologies involved.
There can be no assurance that the Company's existing or any future
trademarks or patents will be enforceable or will provide substantial protection
from competition or be of commercial benefit to the Company. In addition, the
laws of certain non-United States countries may not protect proprietary rights
to the same extent as do the laws of the United States. Successful challenges to
certain of the Company's patents or trademarks could materially adversely affect
its competitive and financial position.
MUNICIPAL WATER AND WASTEWATER BUSINESS
A significant percentage of the Company's revenues is derived from
municipal customers. While municipalities represent an important part of 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
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municipal contractor typically occurs through a formal bidding process which can
require the commitment of resources and greater lead times than industrial
projects. In addition, this segment 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.
YEAR 2000 RISKS
The Year 2000 issue concerns the potential exposures related to the
automated generation of business and financial misinformation resulting from the
application of computer programs which have been written using two digits,
rather than four, to define the applicable year of business transactions. Most
of the Company's operating systems with Year 2000 issues have been modified to
address those issues; accordingly, management does not anticipate any
significant costs, problems or uncertainties associated with becoming Year 2000
compliant. The Company is currently developing a plan intended to assure that
its other internal operating systems with Year 2000 issues are modified on a
timely basis. Suppliers, customers and creditors of the Company also face
similar Year 2000 issues. A failure to successfully address the Year 2000 issue
could have a material adverse effect on the Company's business or results of
operations.
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 March 31, 1998 by security
holders of the Company, including: (i) up to 3,646,783 shares which may be
delivered by Laidlaw Inc. or its affiliates ("Laidlaw"), at Laidlaw's option in
lieu of cash, at maturity pursuant to the terms of 5-3/4% Exchangeable Notes due
2000 of Laidlaw (the amount of shares or cash delivered or paid to be dependent
within certain limits upon the value of the Common Stock at maturity), or sold
from time to time in accordance with Rule 144(k) under the Securities Act; (ii)
7,636,364 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) 10,481,013 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) 1,200,000 shares issuable upon exercise of warrants,
600,000 at an exercise price of $50.00 per share and 600,000 at an exercise
price of $60.00 per share, in each case expiring on September 17, 2007 and
exercisable at any time after the first sale of water from water rights
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appurtenant to the Properties (the "Warrants"); and (v) 8,482,926 outstanding
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, of which such rights as to 8,000,000 shares are not
exercisable until February 17, 2000. In addition, the Company has registered for
sale under the Securities Act 2,903,207 shares which may be issuable by the
Company from time to time in connection with acquisitions of businesses or
assets from third parties. Upon consummation of the Culligan Merger,
approximately 46,780,775 shares to be issued pursuant thereto (assuming the
Average Share price is $33.1875) will be subject to agreements pursuant to which
certain stockholders will have certain rights to request the Company to register
the sale of such shares 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. See "Risk Factors - Acquisition Strategy."
RECENT DEVELOPMENTS
The Company has entered into an agreement to issue $900 million of
unsecured redeemable or remarketable securities to qualified institutional
buyers (as defined in Rule 144A of the Securities Act) to refinance existing
indebtedness under the Company's Senior Credit Facility and for general
corporate purposes. The proposed issuance of such securities is not expected to
have a material impact on the Company's financial position or its future results
of operations. The securities offered will not be, and have not been, registered
under the Securities Act and may not be offered or sold in the United States
absent registration or applicable exemption from the registration requirements.
RESALES OF SHARES
With the consent of the Company, this Prospectus may be used by Selling
Stockholders who have received or will receive Shares in connection with
acquisitions and who may wish to sell such Shares under circumstances requiring
or making desirable its use. The Company may consent to the use of this
Prospectus by Selling Stockholders for a limited period of time and subject to
limitations and conditions which may be varied by agreement between the Company
and one or more Selling Stockholders. Agreements with Selling Stockholders
permitting use of this Prospectus may provide that an offering of Shares be
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effected in an orderly manner through securities dealers, acting as broker or
dealer, selected by the Company; that Selling Stockholders enter into custody
agreements with one or more banks with respect to such Shares; and that sales be
made only by one or more of the methods described in this Prospectus, as
appropriately supplemented or amended when required. Other than in circumstances
where the Company may receive certain benefits in connection with price guaranty
arrangements, the Company will not receive any of the proceeds from any sale of
Shares offered hereby by a Selling Stockholder.
Shares may be sold by Selling Stockholders hereunder on one or more
exchanges or otherwise; directly to purchasers in negotiated transactions; by or
through brokers or dealers, in ordinary brokerage transactions or transactions
in which the broker solicits purchasers; in block trades in which the broker or
dealer 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; through underwriters or
agents; or in any combination of the foregoing methods. Shares may be sold at a
fixed offering price, which may be changed, at the prevailing market price at
the time of sale, at prices related to such prevailing market price or at
negotiated prices. Any brokers, dealers, underwriters or agents may arrange for
others to participate in any such transaction and may receive compensation in
the form of discounts, commissions or concessions from Selling Stockholders
and/or the purchasers of Shares. The proceeds to a Selling Stockholder from any
sale of Shares will be net of any such compensation and of any expenses to be
borne by the Selling Stockholder. If required at the time that a particular
offer of Shares is made, a supplement to this Prospectus will be delivered that
describes any material arrangements for the distribution of Shares and the terms
of the offering, including, without limitation, the names of any underwriters,
brokers, dealers or agents and any discounts, commissions or concessions and
other items constituting compensation from the Selling Stockholder.
Selling Stockholders and any brokers, dealers, underwriters or agents that
participate with a Selling Stockholder in the distribution of Shares may be
deemed to be "underwriters" within the meaning of the Securities Act, in which
event any discounts, commissions or concessions received by any such brokers,
dealers, underwriters or agents and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
The Company may agree to indemnify Selling Stockholders and/or any such
brokers, dealers, underwriters or agents against certain civil liabilities,
including liabilities under the Securities Act, and to reimburse them for
certain expenses in connection with the offering and sale of Shares.
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Selling Stockholders may also offer shares of Common Stock issued in past
and future acquisitions by means of prospectuses under other available
registration statements or pursuant to exemptions from the registration
requirements of the Securities Act, including sales which meet the requirements
of Rule 144 or Rule 145(d) under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
GENERAL
As of March 31, 1998, the Company was authorized to issue 300,000,000
shares of Common Stock, par value $.01 per share, of which 108,462,296 shares
were issued and outstanding, and 3,000,000 shares of preferred stock, par value
$.10 per share, of which none were issued and outstanding. Of the unissued
shares of Common Stock, 7,636,364 shares were reserved for issuance upon
conversion of the Company's 6% Convertible Subordinated Notes due 2005,
10,481,013 shares were reserved for issuance upon conversion of the Company's
4-1/2% Convertible Subordinated Notes due 2001, 1,200,000 shares were reserved
for issuance upon exercise of the Warrants expiring September 17, 2007 and an
aggregate of 7,647,059 shares were reserved for issuance upon exercise of
options either outstanding or available for grant.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held
of record by them on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors; thus, the holders
of shares having more than 50% of the Company's voting power (including both
common and voting preferred shares, if any) voting for the election of directors
can elect all of the directors. The holders of Common Stock are entitled to
receive dividends when, as and if declared by the Board of Directors out of
funds legally available therefor, subject to the prior rights of preferred
stockholders. In the event of liquidation, dissolution or winding up of the
Company's affairs, the holders of Common Stock are entitled to share ratably in
all assets remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, including
any preferred stock, that has preference over the Common Stock. Except as
described below under "Stock Purchase Rights," holders of shares of Common
Stock, as such, have no conversion, preemptive or other subscription rights, and
there are no redemption or sinking fund provisions applicable to the Common
Stock.
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The Company currently intends to retain earnings to provide funds for the
operation and expansion of its business and accordingly does not anticipate
paying cash dividends on the Common Stock in the foreseeable future. Any payment
of cash dividends on the Common Stock in the future will depend upon the
Company's financial condition, earnings, capital requirements and such other
factors as the Board of Directors deems relevant.
PREFERRED STOCK
Shares of preferred stock may be issued without stockholder approval. The
Board of Directors is authorized to issue such shares in one or more series and
to fix the rights, preferences, privileges, qualifications, limitations and
restrictions thereof, including dividend rights and rates, conversion rights,
voting rights, terms of redemption, redemption prices, liquidation preferences
and the number of shares constituting any series or the designation of such
series, without any vote or action by the stockholders. The Company has no
current plans for the issuance of any shares of preferred stock. Any preferred
stock to be issued could rank prior to the Common Stock with respect to dividend
rights and rights of liquidation. The Board of Directors, without stockholder
approval, may issue preferred stock with voting and conversion rights that could
adversely affect the voting power of holders of Common Stock or create
impediments to persons seeking to gain control of the Company.
STOCK PURCHASE RIGHTS
Laidlaw, which, as of March 31, 1998, held 3,646,783 shares of Common
Stock, or 3.4% of the outstanding Common Stock, has certain rights to purchase
voting securities of the Company in order to maintain its percentage voting
interest. Except in connection with mergers or other acquisitions or in the
ordinary course under an employee stock option or stock bonus plan, in the event
the Company proposes to sell or issue shares of voting securities, Laidlaw has
the right to purchase, on the same terms as the proposed sale or issuance, that
number of shares or rights as will maintain its percentage interest in the
voting securities of the Company, assuming the conversion of all convertible
securities and the exercise of all options and warrants then outstanding. In
addition, Laidlaw has other purchase rights with respect to sales or issuances
of securities by the Company at prices below 85% of current market price at the
time of sale or issuance or the prevailing customary price for such securities
or their equivalent.
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CERTAIN VOTING ARRANGEMENTS
Pursuant to the agreements whereby the Company acquired Smogless S.p.A. in
September 1994, Laidlaw has agreed to vote all shares owned by it for the
nominees of the Company's Board for election to the Board, and on all other
matters in the same proportion as the votes cast by other holders of voting
securities, other than those that relate to any business combination or similar
transaction involving the Company or any amendment to the Company's Certificate
of Incorporation (the "Company Certificate") or By-laws.
Pursuant to the agreement whereby the Company acquired the Properties in
exchange for 8,000,000 shares of Common Stock and the Warrants in September
1997, the Company has agreed, so long as the parties from whom the Properties
were acquired (the "Parties") own at least 5% of the outstanding Common Stock,
to nominate a person designated by the Parties for election to the Company Board
(the "Designee"). The Designee, Ardon E. Moore, has been appointed by the
Company's Board of Directors to serve as a Class I director until the Company's
Annual Meeting in 2000. If a vacancy occurs in the Company's Board of Directors
while the Parties own at least 7 1/2% of the outstanding Common Stock and such
vacancy is the result of the cessation to serve of a non-employee director of
the Company (other than the cessation of service of a Designee, which vacancy
shall be filled with a successor Designee), the Parties must also approve the
person filling such vacancy. In addition, the Parties have agreed to vote all
shares owned by them as recommended by a majority of the members of the
Company's Board of Directors, except with respect to certain fundamental
transactions, transactions involving the issuance by the Company of Common Stock
representing 20% or more of the outstanding Common Stock (or equivalents) or
amendment of the Company Certificate or By-laws.
CERTAIN CHARTER AND BY-LAW PROVISIONS
The Company Certificate places certain restrictions on the voting rights
of a "Related Person," defined therein as any person who directly or indirectly
owns 5% or more of the outstanding voting stock of the Company. The founders and
the original directors of the Company are excluded from the definition of
"Related Persons," as are seven named individuals including Richard J. Heckmann,
the Chairman of the Board, President and Chief Executive Officer of the Company.
These voting restrictions apply in two situations. First, the vote of a director
who is also a Related Person is not counted in the vote of the Board of
Directors to call a meeting of stockholders where that meeting will consider a
proposal made by the Related Person director. Second, any amendments to the
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Company Certificate that relate to specified Articles therein (those dealing
with corporate governance, limitation of director liability or amendments to the
Company Certificate), in addition to being approved by the Board of Directors
and a majority of the Company's outstanding voting stock, must also be approved
by either (i) a majority of directors who are not Related Persons, or (ii) the
holders of at least 80% of the Company's outstanding voting stock, provided that
if the change was proposed by or on behalf of a Related Person, then approval by
the holders of a majority of the outstanding voting stock not held by Related
Persons is also required. In addition, any amendment to the Company's By-laws
must be approved by one of the methods specified in clauses (i) and (ii) in the
preceding sentence.
The Company Certificate and the Company's By-laws provide that the Board
of Directors shall fix the number of directors and that the Board shall be
divided into three classes, each consisting of one-third of the total number of
directors (or as nearly as may be possible). Stockholders may not take action by
written consent. Meetings of stockholders may be called only by the Board of
Directors (or by a majority of its members). Stockholder proposals, including
director nominations, may be considered at a meeting only if written notice of
that proposal is delivered to the Company from 30 to 60 days in advance of the
meeting, or within ten days after notice of the meeting is first given to
stockholders.
DELAWARE ANTI-TAKEOVER LAW
Section 203 of the Delaware General Corporation Law ("Section 203")
provides, in general, that a stockholder acquiring more than 15% of the
outstanding voting shares of a corporation subject to the statute (an
"Interested Stockholder"), but less than 85% of such shares, may not engage in
certain "Business Combinations" with the corporation for a period of three years
subsequent to the date on which the stockholder became an Interested Stockholder
unless (i) prior to such date the corporation's board of directors has approved
either the Business Combination or the transaction in which the stockholder
became an Interested Stockholder or (ii) the Business Combination is approved by
the corporation's board of directors and authorized by a vote of at least
two-thirds of the outstanding voting stock of the corporation not owned by the
Interested Stockholder.
Section 203 defines the term "Business Combination" to encompass a wide
variety of transactions with or caused by an Interested Stockholder in which the
Interested Stockholder receives or could receive a benefit on other than a pro
rata basis with other stockholders, including mergers, certain asset sales,
certain issuances of additional shares to the Interested Stockholder,
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transactions with the corporation that increase the proportionate interest of
the Interested Stockholder or transactions in which the Interested Stockholder
receives certain other benefits.
These provisions could have the effect of delaying, deferring or
preventing a change of control of the Company. The Company's stockholders, by
adopting an amendment to the Company Certificate or the By-laws of the Company,
may elect not to be governed by Section 203, effective twelve months after
adoption. Neither the Company Certificate nor the By-laws of the Company
currently excludes the Company from the restrictions imposed by Section 203.
VALIDITY OF COMMON STOCK
The validity of the Shares will be passed upon for the Company by
Kirkpatrick & Lockhart LLP, counsel to the Company.
EXPERTS
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 incorporated by reference
herein and in the registration statement in reliance upon the reports of KPMG
Peat Marwick LLP and Ernst & Young LLP, independent certified public accountants
as stated in their reports, incorporated by reference herein, and upon 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 three years in the 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, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Culligan Water Technologies, Inc.
as of January 31, 1997 and 1998 and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the three
years in the period ended January 31, 1998 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 Process Equipment Division of
United Utilities Plc 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.
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The aggregated financial statements of Protean Plc as of March 31, 1997
and for the year ended March 31, 1997 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 The Kinetics Group, Inc. at
September 30, 1997 and 1996, and for each of the two years in the period ended
September 30, 1997, incorporated by reference herein have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference herein, and are incorporated by reference herein in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The combined financial statements of The Water Filtration Business (a
wholly owned business of AMETEK, Inc.) at December 31, 1996 and 1995, and for
each of the three years in the period ended December 31, 1996, incorporated by
reference herein have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference herein, and are
incorporated by reference herein in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Memtec Limited as of June 30,
1997 and 1996 and for each of the three years in the period ended June 30, 1997
incorporated by reference herein have been so incorporated by reference in
reliance on the report of Price Waterhouse, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
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 herein 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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The independent valuation report of The Mentor Group, Inc. is
incorporated by reference herein in reliance upon the authority of said firm
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
AN OFFER TO BUY ANY SECURITIES OTHER 12,881,860 SHARES
THAN THE SECURITIES TO WHICH IT
RELATES OR AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH UNITED STATES FILTER CORPORATION
SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF COMMON STOCK
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
PAGE PROSPECTUS
Available Information.............. 2 -------------
Incorporation of Certain
Documents by Reference........... 2
The Company........................ 3
Risk Factors....................... 4
Recent Developments................16
Resales of Shares..................16
Description of
Capital Stock....................18
Validity of Common Stock...........22
Experts............................22
May 15, 1998
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