SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 3, 1998
UNITED STATES FILTER CORPORATION
(Exact name or registrant as specified in its charter)
Delaware 1-10728 33-0266015
(State or other (Commission file (I.R.S. Employer
jurisdiction of number) ID No.)
incorporation)
40-004 Cook Street, Palm Desert, California 92211
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code:
(760) 340-0098
Page 1 of 4 pages
Exhibit Index on page 4
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Item 5. Other Events.
The Year 2000 statements attached as an exhibit hereto and
incorporated by reference herein are hereby designated as "Year 2000 Readiness
Disclosures" as defined in section 3(9) of the Year 2000 Information and
Readiness Disclosure Act (Public Law 105-271), as enacted on October 19, 1998.
These Year 2000 Readiness Disclosures represent statements included in prior
filings with the Securities and Exchange Commission and have been or may in the
future be superseded by the Company's most current disclosure regarding Year
2000 readiness. As of the date hereof, the Company's most current disclosure
regarding Year 2000 readiness is included in the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibit is filed as part of this Current
Report on Form 8-K:
DESCRIPTION EXHIBIT NO.
----------- -----------
Year 2000 Readiness 99.1
Disclosures
Page 2 of 4 pages
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNITED STATES FILTER CORPORATION
BY: /s/ Damian C. Georgino
----------------------------
Damian C. Georgino
Executive Vice President,
General Counsel and
Corporate Secretary
DATE: December 3, 1998
Page 3 of 4 pages
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Year 2000 Readiness Disclosures
Page 4 of 4 pages
Exhibit 99.1
Year 2000 Readiness Disclosures
-------------------------------
Included in a Registration Statement on Form S-3 filed on February 10,
1998 (No. 333-45981), as amended on April 1, 1998, May 11, 1998, May 12, 1998
and May 15, 1998 and a Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997, as amended on May 12, 1998 and May 14, 1998:
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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 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.
<PAGE>
Included in an Annual Report on Form 10-K for the year ended March 31,
1998:
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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 and Culligan 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.
<PAGE>
Included in a Registration Statement on Form S-4 filed on May 12, 1998
(No. 333-52487), as amended on May 14, 1998 and May 15, 1998 and a Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998, as amended on November
9, 1998:
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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.
<PAGE>
Included in a Registration Statement on Form S-4 filed on May 14, 1998
(No. 333-52717), as amended on May 15, 1998:
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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 U.S. Filter's and Culligan'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. U.S. Filter and Culligan are each currently
developing plans intended to assure that their other internal operating systems
with Year 2000 issues are modified on a timely basis. Suppliers, customers and
creditors of U.S. Filter and Culligan also face similar Year 2000 issues. A
failure to successfully address the Year 2000 issue could have a material
adverse effect on the business or results of operations of U.S. Filter or the
combined company.
<PAGE>
Included in a Registration Statement on Form S-4 filed on September 16,
1998 (No. 333-63529), as amended on October 29, 1998, November 9, 1998 and
November 12, 1998:
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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 six digits (e.g.,
12/31/99), rather than eight (e.g., 12/31/1999), to define the applicable year
of business transactions. The Company is currently identifying which of its
information technology ("IT") and non-IT systems will be affected by Year 2000
issues. Most of the Company's IT systems with Year 2000 issues have been
modified to address those issues. The Company has also commenced identification
and assessment of its non-IT systems, which include, among other things,
components found in water and wastewater treatment plants and process water
treatment systems operated and/or owned under contract by the Company and in the
Company's hazardous waste treatment facilities, as well as components of
equipment in the Company's manufacturing facilities.
The Company's Year 2000 compliance program consists of three phases:
identification and assessment; remediation; and testing. For any given system,
the phases occur in sequential order, from identification and assessment of Year
2000 problems, to remediation, and, finally, to testing the Company's solutions.
However, as the Company acquires additional businesses, each IT and non-IT
system of the acquired business must be independently identified and assessed.
As a result, all three phases of the Company's Year 2000 compliance program may
be occurring simultaneously as they relate to different systems, with varying
timetables to completion, depending upon the system and the date when a
particular business was acquired by the Company.
The Company has completed the identification and assessment of most of its
IT systems, and those systems have been modified to address Year 2000 problems.
The Company will continue to assess the IT systems of businesses that it has
recently acquired and that it may acquire in the future. The Company is in the
identification and assessment phase with respect to all non-IT systems, which is
projected to continue until September 1999 for currently-owned businesses. All
phases are expected to be completed by mid-1999, although there can be no
assurance that all phases for all businesses will be completed by that date. In
particular, there can be no assurance that acquired businesses will be Year 2000
compliant, although the Company currently has a policy that requires an
acquisition
<PAGE>
candidate to represent that such business is Year 2000 compliant and the Company
reviews the Year 2000 status of acquisition candidates to the extent feasible
prior to completing an acquisition. In addition to its internal systems, the
Company has begun to assess the level of Year 2000 problems associated with
various suppliers, customers and creditors of the Company. To test the Year 2000
compliance status of its suppliers, the Company plans to submit hypothetical
orders to its suppliers dated after December 31, 1999 requesting confirmation
that the orders have been correctly processed. The Company's costs to date for
its Year 2000 compliance program, excluding the salaries of its employees, has
not been material. Although the Company has not completed its assessment, it
does not currently believe that the future costs associated with its Year 2000
compliance program will be material.
The Company is currently unable to determine its most reasonably likely
worst case Year 2000 scenario, as it has not identified and assessed all of its
systems, particularly its non-IT systems. As the Company completes its
identification and assessment of internal and third-party systems, it expects to
develop contingency plans for various worst case scenarios. The Company expects
to have such contingency plans in place by September 1999. A failure to address
Year 2000 issues successfully could have a material adverse effect on the
Company's business, financial condition or results of operations.
<PAGE>
Included in a Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 and a Registration Statement on Form S-4 filed on November
17, 1998 (No. 333-67443), as amended on November 20, 1998:
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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 six digits (for example, 12/31/99), rather than eight (for example,
12/31/1999), to define the applicable date of business transactions. Many
products and systems could experience malfunctions when attempting to process
certain dates, such as January 1, 2000 or September 9, 1999 (a date programmers
sometimes used as a default date). We are currently identifying which of our
information technology ("IT") and non-IT systems will be affected by Year 2000
issues.
Most of our IT systems with Year 2000 issues have been modified to address
those issues. We have also commenced identification and assessment of our non-IT
systems, which include, among other things, components found in water and
wastewater treatment plants and process water treatment systems operated and/or
owned under contract by us and in our hazardous waste treatment facilities, as
well as components of equipment in our manufacturing facilities.
Our Year 2000 compliance program consists of three phases: identification
and assessment; remediation; and testing. For any given system, the phases occur
in sequential order, from identification and assessment of Year 2000 problems,
to remediation, and, finally, to testing our solutions.
However, as we acquire additional businesses, each IT and non-IT system of
the acquired business must be independently identified and assessed. As a
result, all three phases of our Year 2000 compliance program may occur
simultaneously as they relate to different systems. Each phase may have a
varying timetable to completion, depending upon the system and the date when a
particular business was acquired by us.
We have completed the identification and assessment of most of our IT
systems, and those systems have been modified to address Year 2000 problems. We
will continue to assess the IT systems of businesses that we have recently
acquired and that we may acquire in the future.
We are in the identification and assessment phase with respect to all
non-IT systems, which is projected to
<PAGE>
continue until September 1999 for currently-owned businesses. With the possible
exception of the remediation and testing phases for certain of our non-IT
systems, all phases of our Year 2000 compliance program are expected to be
completed by September 1999, although we can not assure you that all phases for
all businesses will be completed by that date. In particular, we can not assure
you that acquired businesses will be Year 2000 compliant, although we currently
have a policy that requires an acquisition candidate to represent that such
business is Year 2000 compliant. To the extent feasible, we also review the Year
2000 status of acquisition candidates before we complete an acquisition.
In addition to our internal systems, we have begun to assess the level of
Year 2000 problems associated with our various suppliers, customers and
creditors. To test the Year 2000 compliance status of our suppliers, we plan to
submit hypothetical orders to our suppliers dated after December 31, 1999
requesting confirmation that the orders have been correctly processed.
Our costs to date for our Year 2000 compliance program, excluding employee
salaries, have not been material. Although we have not completed our assessment,
we do not currently believe that the future costs associated with our Year 2000
compliance program will be material.
We are currently unable to determine our most reasonably likely worst case
Year 2000 scenario, as we have not identified and assessed all our systems,
particularly our non-IT systems. As we complete our identification and
assessment of internal and third-party systems, we expect to develop contingency
plans for various worst case scenarios. We expect to have such contingency plans
in place by September 1999. A failure to address Year 2000 issues successfully
could have a material adverse effect on our business, financial condition or
results of operations.
