As filed with the Securities and Exchange Commission on May 15, 1998
Registration No. 333-52487
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
UNITED STATES FILTER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3589 33-0266015
- -------- ---- ----------
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification
of incorporation Classification No.)
or organization) Code Number)
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(760) 340-0098
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-------------------------
DAMIAN C. GEORGINO
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
UNITED STATES FILTER CORPORATION
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(760) 340-0098
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
-------------------------
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.
<PAGE>
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed as part of this registration
statement:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5.01 Opinion of Kirkpatrick & Lockhart LLP as to the
legality of the securities being registered*
23.01 Consent of Kirkpatrick & Lockhart LLP (included in
Exhibit 5.01)*
23.02 Consents of KPMG Peat Marwick LLP and KPMG Audit plc**
23.03 Consents of Ernst & Young LLP*
23.04 Consent of Price Waterhouse*
23.05 Consent of Arthur Andersen LLP*
23.06 Consent of The Mentor Group, Inc.*
* Previously filed.
** Two consents filed herewith; three consents previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palm Desert, State of
California, on May 15, 1998.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
--------------------------------
Richard J. Heckmann
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment 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 Board, May 15, 1998
- ----------------------------- President and Chief
Richard J. Heckmann Executive Officer
(Principal Executive
Officer) and a Director
/s/ Kevin L. Spence Executive Vice May 15, 1998
- ----------------------------- President/Chief
Kevin L. Spence Financial Officer
(Principal Financial
and Accounting Officer)
* Executive Vice May 15, 1998
- ----------------------------- President/Chief
Michael J. Reardon Administrative Officer
and a Director
* President/Chief May 15, 1998
- ----------------------------- Operating Officer -
Nicholas C. Memmo Process Water Group and
a Director
* Director May 15, 1998
- -----------------------------
James E. Clark
* Director May 15, 1998
- -----------------------------
John L. Diederich
Director
- -----------------------------
Robert S. Hillas
<PAGE>
* Director May 15, 1998
- -----------------------------
Arthur B. Laffer
Director
- -----------------------------
Ardon E. Moore
Director
- -----------------------------
Alfred E. Osborne, Jr.
* Director May 15, 1998
- -----------------------------
J. Danforth Quayle
Director
- -----------------------------
C. Howard Wilkins, Jr.
*By:
/s/ Damian C. Georgino
- ----------------------------- May 15, 1998
Damian C. Georgino
Attorney-in-Fact
Exhibit 23.02
Page 1 of 2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Culligan Water Technologies, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-4 of the United States Filter Corporation of our report dated April 7,
1998, relating to the consolidated balance sheets of Culligan Water
Technologies, Inc. as of January 31, 1998 and 1997, and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows for
each of the years in the three-year period ended January 31, 1998 and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
May 14, 1998
<PAGE>
Exhibit 23.02
Page 2 of 2
CONSENT OF KPMG AUDIT PLC
The Board of Directors
Protean plc:
We consent to the incorporation by reference in the Registration Statement on
Form S-4 of the United States Filter Corporation of our report dated June 12,
1997, relating to the consolidated balance sheet of Protean plc as of March 31,
1997, and the related consolidated profit and loss account, cash flow statement,
reconciliation of net cash flow to movement in net debt, statement of total
recognized gains and losses, reconciliation of movements in shareholders' funds,
and note of consolidated historical cost profits and losses for the year ended
March 31, 1997 and to the reference to our firm under the heading "Experts" in
the prospectus.
/s/ KPMG Audit Plc
KPMG Audit Plc
Chartered Accountants and Registered Auditor
London
May 14, 1998
