SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 27, 1998
United States Filter Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10728 33-0266015
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
40-004 Cook Street, Palm Desert, CA 92211
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(Address of Principal Executive Offices) (Zip Code)
(760) 340-0098
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Registrant's Telephone Number
Including Area Code
N/A
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Former Name or Former Address, if Changed Since Last Report
Exhibit Index is on Page 8
ITEM 5. OTHER EVENTS.
I. Adoption of Rights Plan
On November 12, 1998, the Board of Directors of United States
Filter Corporation (the "Company") declared, subject to certain conditions
which were satisfied on November 27, 1998, a dividend distribution of one
Right for each outstanding share of Common Stock to stockholders of record
at the close of business on December 11, 1998 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company one one-
thousandth of a share of Series A Junior Participating Preferred Stock, par
value $.10 per share (the "Preferred Stock"), at a Purchase Price of $80,
subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company
and The Bank of New York, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier of (i) ten (10)
days following a public announcement that a person or group of affiliated
or associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of fifteen percent (15%) or more of
the outstanding shares of Common Stock(the "Stock Acquisition Date"), other
than as a result of repurchases of stock by the Company, or (ii) ten (10)
business days (or such later date as the Board shall determine) following
the commencement of a tender offer or exchange offer that would result in a
person or group becoming an Acquiring Person. Until the Distribution Date,
(i) the Rights will be evidenced by the Common Stock certificates and will
be transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date will contain a
notation incorporating the Rights Agreement by reference and (iii) the
surrender or transfer of any certificates for Common Stock outstanding will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. Pursuant to the Rights Agreement, the
Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock
will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on November 27, 2008, unless earlier
redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.
In the event that a person becomes an Acquiring Person (except
pursuant to an offer for all outstanding shares of Common Stock that the
independent directors determine to be fair to and not inadequate and
otherwise in the best interests of the Company and its stockholders), each
holder of a Right will thereafter have the right to receive, upon exercise,
at the option of the Board of Directors, (i) Common Stock, (ii) one one-
thousandth of a share of Series A Junior Participating Preferred Stock
and/or (iii) cash, property or other securities of the Company, each of
(i), (ii) and (iii) having a value equal to two times the exercise price of
the Right. Notwithstanding any of the foregoing, following the occurrence
of the event set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void. However, Rights are
not exercisable following the occurrence of the event set forth above until
such time as the Rights are no longer redeemable by the Company as set
forth below.
For example, at an exercise price of $80 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $160 worth of Common Stock (or other consideration, as noted
above) for $80. Assuming that the Common Stock had a per share value of
$20 at such time, the holder of each valid Right would be entitled to
purchase 8 shares of Common Stock for $80.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than a merger which follows an offer described in the second preceding
paragraph), or (ii) fifty percent (50%) or more of the Company's assets,
cash flow or earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of
the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or one one-
thousandths of a share of Preferred Stock (or of a share of a class or
series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
At any time until ten (10) days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board). Redemption of the Rights
may also occur after November 27, 2000 through a stockholder referendum if
the Company receives a qualifying offer from a person owning less than 5%
of the Common Stock. Immediately upon the action of the Board ordering
redemption of the Rights or the effectiveness of the redemption of Rights
pursuant to the stockholder referendum, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 redemption
price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock, Preferred Stock or other consideration of the Company or for common
stock of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights, or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment may be
made at such time as the Rights are not redeemable.
The independent directors will review the Rights Plan by the
second, fifth and eighth anniversary of the Rights Plan and make
recommendations to the Board regarding the advisability of the continued
maintenance of the Rights Plan and propose any amendments to the Rights
Plan that the independent directors may deem appropriate or desirable.
The Rights Agreement, dated as of November 27, 1998, between the
Company and The Bank of New York, as Rights Agent, specifying the terms of
the Rights and including the form of the Certificate of Designations,
Preferences and Rights, the press release announcing the declaration of the
Rights and a form of letter to the Company's stockholders describing the
Rights are attached hereto as exhibits and are incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
4 Rights Agreement, dated as of November 27, 1998, between United
States Filter Corporation, and The Bank of New York, as Rights
Agent, including all exhibits thereto, incorporated herein by
reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A, dated December 2, 1998.
20(a) Press Release of the Company, dated November 27, 1998,
incorporated herein by reference to Exhibit 2 to the Company's
Registration Statement on Form 8-A, dated December 2, 1998.
20(b) Form of letter to the Company's stockholders describing the
Rights, incorporated herein by reference to Exhibit 3 to the
Company's Registration Statement on Form 8-A, dated December 2,
1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereto duly authorized.
UNITED STATES FILTER CORPORATION
Date: December 2, 1998 By: /s/ Damian C. Georgino
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Name: Damian C. Georgino
Title: Executive Vice Presi
dent, General Counsel
and Corporate Secre
tary
EXHIBIT INDEX
Exhibit Description
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4 Rights Agreement, dated as of
November 27, 1998, between
United States Filter Corporation
and The Bank of New York, as
Rights Agent, including all
exhibits thereto, incorporated
herein by reference to Exhibit 1
to the Company's Registration
Statement on Form 8-A, dated
December 2, 1998.
20(a) Press Release of the Company,
dated November 27, 1998,
incorporated herein by reference
to Exhibit 2 to the Company's
Registration Statement on Form
8-A, dated December 2, 1998.
20(b) Form of letter to the Company's
stockholders describing the
Rights, incorporated herein by
reference to Exhibit 3 to the
Company's Registration Statement
on Form 8-A, dated December 2,
1998.
