As filed with the Securities and Exchange Commission
on February 10, 1998
Registration No. 333-
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------------
UNITED STATES FILTER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3589
(State or other jurisdiction (Primary Standard Industrial
of incorporation or organization) Classification Code Number)
33-0266015
(I.R.S. Employer
Identification No.)
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(760) 340-0098
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-------------------
DAMIAN C. GEORGINO
SENIOR 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
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF EACH AMOUNT PROPOSED PROPOSED MAXIMUM AMOUNT OF
CLASS OF TO BE MAXIMUM AGGREGATE OFFERING REGISTRATION
SECURITIES REGISTERED OFFERING PRICE (1) FEE
TO BE PRICE PER
REGISTERED SHARE(1)
================================================================================
Common stock,
par value
$.01 per 5,815,450
share shares $34.06 $198,074,227.00 $58,432
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee;
computed in accordance with Rule 457(c) on the basis of the average of the
high and low sales prices for the Common Stock on February 2, 1998 as
reported on the New York Stock Exchange Composite Transactions Tape.
------------------------------
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
<PAGE>
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>
===============================================================================
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This Prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
===============================================================================
SUBJECT TO COMPLETION DATED FEBRUARY 10, 1998
PROSPECTUS
, 1998
5,815,450 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
-------------------
This prospectus provides for the offering by the Selling Stockholders
named herein (the "Selling Stockholders") of up to an aggregate of 5,815,450
shares (the "Shares") of the Common Stock, par value $.01 per share ("Common
Stock"), of United States Filter Corporation (the "Company"). The Shares were
acquired by the Selling Stockholders named herein on January 16, 1998 pursuant
to the terms of a Merger Agreement, dated as of December 31, 1997, among the
Company, The Kinetics Group, Inc. ("Kinetics"), U.S. Filter/KG Acquisition
Corp., The Bianco Family 1991 Trust, Dated February 1, 1991 (the "Bianco
Trust"), David J. Shimmon and BT Capital Partners, Inc. (the "Merger
Agreement"). The Shares were issued in consideration of the acquisition by the
Company of Kinetics, effective as of December 31, 1997 (the "Merger"). See
"Selling Stockholders."
The acquisition of Kinetics was accounted for as a pooling of interests
and accordingly the holders of an aggregate of
<PAGE>
5,551,369 shares (the "Affiliate Shares") may not sell, transfer or otherwise
dispose of any Shares prior to the date that the Company publishes financial
results covering at least thirty days of combined operations of the Company and
Kinetics. In addition, of the 5,815,450 shares, an aggregate of 290,194 Shares
(the "Escrow Shares"), 277,569 of which are included in the Affiliate Shares,
are held in escrow by PNC Bank, escrow agent, under an Escrow Agreement entered
into pursuant to the Merger Agreement. The Escrow Shares are subject to claims
of the Company for indemnification under the Merger Agreement and, to the extent
not returned to the Company in satisfaction of such claims for indemnification
or pending the resolution of any disputed claims, can be expected to be
delivered to the Selling Stockholders based upon their respective percentage
interests by December 31, 1998.
Subject to the limitations set forth above, the Shares may be offered or
sold by or for the account of the Selling Stockholders from time to time or at
one time, on one or more exchanges or otherwise, at prices and on terms to be
determined at the time of sale, to purchasers directly or by or through brokers
or dealers, who may receive compensation in the form of discounts, commissions
or concessions. The Selling Stockholders and any such brokers or dealers may be
deemed to be "underwriters" within the meaning of the United States Securities
Act of 1933, as amended (the "Securities Act"), and any discounts, concessions
and commissions received by any such brokers and dealers may be deemed to be
underwriting commissions or discounts under the Securities Act. The Company will
not receive any of the proceeds from any sale of the Shares offered hereby. See
"Use of Proceeds," "Selling Stockholders" and "Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange (the "NYSE") and
traded under the symbol "USF." The last reported sale price of the Common Stock
on the NYSE on February 9, 1998 was $34.5625 per share.
---------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CERTAIN CONSIDERATIONS RELEVANT
TO AN INVESTMENT IN THE COMMON STOCK.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the United
States Securities Exchange Act of 1934 (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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 1-10728) with the
Commission pursuant to the Exchange Act are incorporated by reference herein:
the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
1997; the Company's Quarterly Reports for the quarters ended June 30, 1997 (as
amended on Form 10-Q/A dated August 22, 1997) and September 30, 1997; the
Company's Current Reports on Form 8-K dated August 4, 1997, September 17, 1997,
September 19, 1997, December 9, 1997 (as amended on Form 8-K/A dated February 6,
1998), December 31, 1997 and January 16, 1998 (as amended on Form 8-K/A dated
February 6, 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 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
2
<PAGE>
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, municipal and
consumer water and wastewater treatment systems, products and services, with an
installed base of systems that the Company believes is the largest worldwide.
The Company offers a single-source solution to its customers through what the
Company believes is the industry's broadest range of cost-effective systems,
products, services and proven technologies. In addition, the Company markets a
broad line of waterworks distribution products and services. The Company has one
of the industry's largest networks of sales, service and distribution facilities
through more than 600 locations in 32 countries including 88 manufacturing
plants. 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 in the United States, Mexico and Canada. The Company also
owns substantial properties with appurtenant water rights in the Western and
Southwestern United States that 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
3
<PAGE>
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.
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 approximately 96% of the outstanding
ordinary shares of Memtec Limited on December 9, 1997 was accomplished through a
tender offer, and the Company could make other acquisitions in the future by
means of a tender offer. The level of risk associated with such acquisitions is
greater because frequently they are accomplished, as was the case with the
acquisition of Memtec, without the customary representations
4
<PAGE>
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.
INTERNATIONAL TRANSACTIONS
The Company has made and expects it will continue to make acquisitions and
expects to obtain contracts in markets outside the United States. While these
activities may provide important opportunities for the Company to offer its
products and services internationally, they also entail the risks associated
with conducting business internationally, including the risk of currency
fluctuations, slower payment of invoices, 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 will 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 Company's operations are dependent on the continued efforts of senior
management, in particular Richard J. Heckmann, the Company's Chairman of the
Board, President and Chief Executive Officer. The Company does not presently
have employment agreements with most members of senior management, including Mr.
Heckmann. 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,
costs to complete increase, delivery schedules are delayed or progress under a
contract is otherwise impeded, revenue recognition and profitability from a
particular contract may be adversely affected. The Company routinely records
upward or downward adjustments with respect to fixed price contracts due to
changes in estimates of costs to complete such contracts. There can be
5
<PAGE>
no assurance that future downward adjustments will not be material.
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 northern
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
6
<PAGE>
and unpredictable nature of the markets for high-purity process piping systems.
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, United States federal and state environmental
regulatory authorities have issued certain notices of violation related to
alleged multiple violations of applicable wastewater pretreatment standards by a
wholly owned subsidiary of the Company (the "Subsidiary") at a Connecticut ion
exchange resin regeneration facility (the "South Windsor Facility") acquired by
the Company in October 1995 from Anjou International Company ("Anjou"). A grand
jury investigation concerning these conditions also is pending. The Subsidiary
has reached a tentative agreement with the United States Attorney's Office and
the United States Environmental Protection Agency ("USEPA") to plead guilty to a
single violation of the United States Clean Water Act, pursuant to which the
Subsidiary would pay a fine and the South Windsor Facility would undergo annual
environmental compliance audits by the USEPA for five years. The Company
believes that this settlement would 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. As a consequence of such a settlement, the
Subsidiary would be debarred from United States government contracts for a
period of time that the Company currently expects to be brief. The Company does
not believe that the debarment would have a material adverse effect on the
Subsidiary or the Company. The Company has certain
7
<PAGE>
rights of indemnification from Anjou which may be available with respect to
these matters. In addition to the foregoing risks, 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. Under those service contracts and
applicable environmental laws, the Company as operator may incur 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 United States Environmental
Protection Agency that it is a potentially responsible 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. The Company does not
believe that its liability, if any, relating to such matters will be material.
However, there can be no assurance that such matters will not be material. In
addition, to some extent, the liabilities and risks imposed by environmental
laws on the Company's customers may adversely impact demand for certain of the
Company's products or services or impose greater liabilities and risks on the
Company, which could also have an adverse effect on the Company's competitive
and financial position.
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
8
<PAGE>
the municipal contract bid process. 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 market. The consumer
products business 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.
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
United States 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
9
<PAGE>
water deliveries to the IID Properties, are subject to limitations under complex
international treaties, interstate compacts, United States federal and state
laws and regulations, and contractual arrangements and, in times of drought,
water deliveries could be curtailed by the United States government. Further,
any transfers of IID Water would require the approval of the United States
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 United
States 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 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, 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
uncertainties associated with water rights could have a material adverse effect
on the Company's profitability.
TECHNOLOGICAL AND REGULATORY RISKS
The water and wastewater treatment business is characterized by changing
technology, competitively imposed process standards and regulatory requirements,
each of which influences the demand for the Company's products and services.
Changes in regulatory or industrial requirements may render certain of the
Company's treatment products and processes obsolete. Acceptance of new products
may also be affected by the adoption of new government regulations requiring
stricter standards. The Company's ability to anticipate changes in 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.
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
10
<PAGE>
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 MARKET
A significant percentage of the Company's revenues is derived from
municipal customers. While municipalities represent an important market in the
water and wastewater treatment industry, contractor selection processes and
funding for projects in the municipal sector entail certain additional risks not
typically encountered with industrial customers. Competition for selection of a
municipal contractor typically occurs through a formal bidding process which can
require the commitment of significant resources and greater lead times than
industrial projects. In addition, demand in the municipal market is dependent
upon the availability of funding at the local level, which may be the subject of
increasing pressure as local governments are expected to bear a greater share of
the cost of public services.
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.
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 January 15, 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
11
<PAGE>
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
appurtenant to the Properties (the "Warrants"); and (v) 8,496,157 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 4,379,667 shares which may be issuable by the
Company from time to time in connection with acquisitions of businesses or
assets from third parties.
12
<PAGE>
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from any
sale of the Shares offered hereby, and none of such proceeds will be available
for use by the Company or otherwise for the Company's benefit.
SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders, the
total number of Shares owned, including separately the number of shares subject
to the Escrow Agreement and the number of shares as adjusted to reflect the sale
of the Shares by the Selling Stockholders. Each of the Selling Stockholders
acquired the Shares on January 16, 1998, and the respective number of shares
indicated as to each Selling Stockholder constitutes less than one percent of
the shares of Common Stock outstanding as of such date, except as to The Bianco
Trust, David J. Shimmon and BT Capital Partners Inc., which owned beneficially
2.2%, 1.9% and 1.1% as of such date.
Shares
Name of Shares Shares Maximum Beneficially
Selling Beneficially Subject to Shares to be Owned As
Stockholder Owned Escrow Sold Adjusted
The Bianco 2,314,995 115,750 2,314,995 --
Family 1991
Trust, dated
February 1, 1991
David J. Shimmon 2,052,920 102,646 2,052,920 --
BT Capital 1,183,454 59,173 1,183,454 --
Partners Inc.
Churchill ESOP 92,600 4,630 92,600 --
Capital Partners
D&S Partners 50,958(1) 1,966 50,958(1) --
Silicon Valley 38,476 1,924 38,476 --
Bancshares
13
<PAGE>
L.H. Friend, 36,921 1,847 36,921 --
Weinress,
Frankson &
Presson, Inc.
Gregory Presson 26,665 1,334 26,665 --
Christopher 18,461 924 18,461 --
Halloran
Total 5,815,450(1) 290,194 5,815,450(1) --
- ---------------
(1) Includes 11,647 shares of Common Stock which the holder has the right to
acquire pursuant to options at an exercise price of $12.02 per share, giving
effect to the conversion in accordance with the Merger Agreement of options
to purchase shares of the Common Stock of Kinetics.
Pursuant to the Merger Agreement, the Company acquired from the Selling
Stockholders all of the issued and outstanding shares of capital stock of
Kinetics. Other than their equity holdings in Kinetics, the Selling Stockholders
do not have, and within the past three years did not have, any position, office
or other material relationship with the Company or any of its predecessors or
affiliates, except that: (i) William A. Bianco, Jr., a Trustee of the Bianco
Trust, was the founder of Kinetics in 1973 and served as Chairman of the Board
from 1980 until the consummation of the Merger and as Chief Executive Officer of
Kinetics from 1973 through March 1997; (ii) Marie R. Bianco, a Trustee of the
Bianco Trust, served as Executive Vice President and a Director of Kinetics from
1989 until the consummation of the Merger; (iii) David J. Shimmon has served as
Chief Executive Officer of Kinetics since March 1997, as President and Director
since October 1990, as Chief Financial Officer of Kinetics from 1991 until the
consummation of the Merger and as Executive Vice President of Kinetics from
October 1990 through March 1996; (iv) BT Capital Partners ("BT") purchased
2,250,000 shares of Series A Preferred Stock from Kinetics in June 1995 and
loaned Kinetics $10,000,000 in a subordinated debt offering in June 1997 which
was repaid by the Company upon the consummation of the Merger; (v) Martin M.
Jelenko, a consultant or employee of affiliates of BT since 1992, served as a
Director of Kinetics from June 1995 until the consummation of the Merger; and
(vi) Jeffrey L. Ott, who has served in several capacities at affiliates of BT
since 1988, served as a Director of Kinetics from December 1996 until the
consummation of the Merger.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by or for the
account of the Selling Stockholders on one or more exchanges or otherwise;
directly to purchasers in negotiated transactions; by or through brokers or
dealers in ordinary brokerage transactions or transactions in which a broker or
dealer solicits purchasers; in block trades in which brokers or dealers 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; or in any combination of the foregoing
methods. Shares may be sold at a fixed offering price, which may be changed, at
the prevailing market price at the time of sale, at prices related to such
prevailing market price or at negotiated prices. Brokers or dealers may arrange
for others to participate in any such transaction and may receive compensation
in the form of discounts, commissions or concessions payable by the Company
and/or the purchasers of Shares. If required at the time that a particular offer
of Shares is made, a supplement to this Prospectus will be delivered that
describes any material arrangements for the distribution of Shares and the terms
of the offering, including, without limitation, any discounts, commissions or
concessions and other items constituting
14
<PAGE>
compensation from the Selling Stockholders or otherwise. The Company may agree
to indemnify participating brokers or dealers against certain civil liabilities,
including liabilities under the Securities Act. The Company and the Selling
Stockholders are obligated to indemnify each other against certain civil
liabilities arising under the Securities Act.
The Selling Stockholders may not sell the Shares in the public market
unless they do so by or through Donaldson, Lufkin & Jenrette Securities
Corporation, Salomon Smith Barney Inc., Deutsche Morgan Grenfell or BT Alex
Brown or another nationally recognized investment banking firm satisfactory to
the Company in its reasonable discretion, and, further, the Selling Stockholders
are obligated to sell the Shares in the public market in an orderly fashion as
will not be materially disruptive to the market for the Common Stock.
The Selling Stockholders and any such brokers or dealers may be deemed to
be "underwriters" within the meaning of the Securities Act, in which event any
discounts, commissions or concessions received by such brokers or dealers and
any profit on the resale of the Shares purchased by such brokers or dealers may
be deemed to be underwriting commissions or discounts under the Securities Act.
The Company has informed the Selling Stockholders that the provisions of
Regulation M under the Exchange Act may apply to their sales of Shares and has
furnished the Selling Stockholders with a copy of that regulation. The Company
also has advised the Selling Stockholders of the requirement for delivery of a
prospectus in connection with any sale of the Shares.
Any Shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that the Selling Stockholders
will sell any or all of the Shares. The Selling Stockholders may transfer,
devise or gift such Shares by other means not described herein.
The Company will pay all of the expenses incurred in connection with
registration of the Shares, including, without limitation, all registration,
printing, qualification and filing fees and fees and disbursements of counsel
for the Company ("Registration Expenses"). All costs and expenses, other than
Registration Expenses, including without limitation, underwriting discounts,
selling commissions and stock transfer taxes, applicable to registration of the
Shares will be paid by the Selling Stockholders.
15
<PAGE>
DESCRIPTION OF CAPITAL STOCK
GENERAL
As of January 15, 1998, the Company was authorized to issue 300,000,000
shares of Common Stock, par value $.01 per share, of which 105,979,930 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 5,959,762 shares were reserved for issuance upon exercise of
options either outstanding or available for grant under the Company's stock
option plans for employees and directors.
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.
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
16
<PAGE>
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 January 15, 1998, held 3,646,783 shares of 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.
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
17
<PAGE>
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"). 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
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
18
<PAGE>
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,
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.
19
<PAGE>
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 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 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 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.
20
<PAGE>
==================================== ========================================
NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED.
THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES OTHER THAN THE 5,815,450 SHARES
SECURITIES TO WHICH IT RELATES OR
AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY UNITED STATES FILTER CORPORATION
SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER
OR SOLICITATION IS UNLAWFUL. COMMON STOCK
NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
--------------------
--------------------
TABLE OF CONTENTS PROSPECTUS
PAGE --------------------
Available Information.......... 2
Incorporation of Certain
Documents by Reference......... 2
The Company.................... 3
Risk Factors................... 4
Use of Proceeds................13
Selling Stockholders...........13
Plan of Distribution...........14
Description of Capital
Stock.........................16 ___________, 1998
Validity of Common Stock.......20
Experts........................20
===================================== ========================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Company in connection with the
distribution of the securities being registered are as follows:
Securities and Exchange Commission
Filing Fee................................$58,432
Accounting Fees and Expenses..............$12,000
Legal Fees and Expenses...................$10,000
Miscellaneous Expenses....................$ 4,568
Total ..................$85,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation and the By-laws of the Company provide
for the indemnification of directors and officers to the fullest extent
permitted by the General Corporation Law of the State of Delaware, the state of
incorporation of the Company.
Section 145 of the General Corporation Law of the State of Delaware
authorizes indemnification when a person is made a party or is threatened to be
made a party to any proceeding by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation or is or was serving
as a director, officer, employee or agent of another enterprise, at the request
of the corporation, and if such person acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. With respect to any criminal proceeding, such
person must have had no reasonable cause to believe that his or her conduct was
unlawful. If it is determined that the conduct of such person meets these
standards, he or she may be indemnified for expenses incurred (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such proceeding.
If such a proceeding is brought by or in the right of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if he or she acted in good faith and in a
manner reasonably believed
II - 1
<PAGE>
by him or her to be in, or not opposed to, the best interests of the
corporation. There can be no indemnification with respect to any matter as to
which such person is adjudged to be liable to the corporation; however, a court
may, even in such case, allow such indemnification to such person for such
expenses as the court deems proper.
Where such person is successful in any such proceeding, he or she is
entitled to be indemnified against expenses actually and reasonably incurred by
him or her. In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
The Company maintains an errors and omissions liability policy for the
benefit of its officers and directors, which may cover certain liabilities of
such individuals to the Company.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed as part of this
registration statement:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5.01 Opinion of 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 Consent of KPMG Peat Marwick LLP
23.03 Consent of Ernst & Young LLP
23.04 Consent of Price Waterhouse
24.01 Powers of Attorney (included on signature page of this
registration statement)
II - 2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
II - 3
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II - 4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palm Desert, State of California, on February 10,
1998.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
---------------------------
Richard J. Heckmann
Chairman of the Board, President
and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kevin L. Spence and Damian C. Georgino,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and other documentation in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in or about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- -----
/s/ Richard J. Heckmann Chairman of the Board, February 10, 1998
- ----------------------------- President and Chief
Richard J. Heckmann Executive Officer
(Principal Executive
Officer) and a Director
<PAGE>
/s/ Kevin L. Spence Senior Vice President February 10, 1998
- ----------------------------- and Chief Financial
Kevin L. Spence Officer (Principal
Financial and
Accounting Officer)
/s/ Michael J. Reardon Executive Vice February 10, 1998
- ----------------------------- President and a Director
Michael J. Reardon
/s/ Nicholas C. Memmo Executive Vice February 10, 1998
- ----------------------------- President - Process
Nicholas C. Memmo Water and a Director
/s/ James E. Clark Director February 10, 1998
- -----------------------------
James E. Clark
/s/ John L. Diederich Director February 10, 1998
- -----------------------------
John L. Diederich
Director
- -----------------------------
Robert S. Hillas
/s/ Arthur B. Laffer Director February 10, 1998
- -----------------------------
Arthur B. Laffer
Director
- -----------------------------
Ardon E. Moore
/s/ Alfred E. Osborne, Jr. Director February 10, 1998
- -----------------------------
Alfred E. Osborne, Jr.
Director
- -----------------------------
J. Danforth Quayle
/s/ C. Howard Wilkins, Jr. Director February 10, 1998
- -----------------------------
C. Howard Wilkins, Jr.
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ---------------
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 Consent of KPMG Peat Marwick LLP
23.03 Consent of Ernst & Young LLP
23.04 Consent of Price Waterhouse
24.01 Powers of Attorney (included on signature
page of this registration statement)
Exhibit 5.01
February 10, 1998
United States Filter Corporation
40-004 Cook Street
Palm Desert, California 92211
Ladies and Gentlemen:
We have acted as counsel to United States Filter Corporation, a Delaware
corporation (the "Company") in connection with the Registration Statement on
Form S-3 (the "Registration Statement"), filed by the Company on February , 1998
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, with respect to (i) an aggregate of 5,803,803 shares (the
"Merger Shares") of the Company's Common Stock, par value $.01 per share
("Common Stock"), that were issued by the Company pursuant to the Merger
Agreement dated as of December 31, 1997 among the Company, The Kinetics Group,
Inc., U.S. Filter/KG Acquisition Corp., The Bianco Family 1991 Trust, Dated
February 1, 1991, David J. Shimmon and BT Capital Partners, Inc. (the "Merger
Agreement") and (ii) an aggregate of 11,647 shares of the Common Stock that may
be issued upon exercise of options (the "Options") which were converted in
accordance with the Merger Agreement from options to purchase shares of Kinetics
Common Stock (the "Option Shares").
We are familiar with the Registration Statement and have reviewed the
Company's Certificate of Incorporation and By-laws, each as amended and
restated. We have also examined such other public and corporate documents,
certificates, instruments and corporate records, and such questions of law, as
we have deemed necessary for purposes of expressing an opinion on the matters
hereinafter set forth. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity to original and certified documents of
all copies submitted to us as conformed, photostatic or other copies.
On the basis of the foregoing, we are of the opinion that the Merger
Shares are, and the Option Shares, when issued in accordance with the terms of
the Options, will be, validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement and to the use of our name in the Prospectus forming a
part thereof under the caption "Legal Matters."
Yours truly,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.02
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
United States Filter Corporation:
We consent to the use of our report incorporated by reference herein and
the reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Orange County, California
February 9, 1998
Exhibit 23.03
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of United States Filter
Corporation for the registration of 5,815,450 shares of its common stock and to
the incorporation by reference herein of our report dated January 16, 1998, with
respect to the financial statements of The Kinetics Group, Inc. included in the
Current Report on Form 8-K/A dated February 6, 1998 of United States Filter
Corporation, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Walnut Creek, California
February 4, 1998
Exhibit 23.04
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of United States
Filter Corporation of our report dated September 25, 1997 relating to the
consolidated balance sheets of Memtec Limited at June 30, 1997 and 1996 and the
related consolidated statements of income, cash flows and of shareholder's
equity for each of the three years in the period ended June 30, 1997, which
appears on page F-2 of the Form 8-K/A of United States Filter Corporation dated
February 6, 1998. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ Price Waterhouse
Price Waterhouse
Sydney
February 9, 1998
