As filed with the Securities and Exchange Commission on May 14, 1998
Registration No. 333-52487
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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UNITED STATES FILTER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3589 33-0266015
- -------- ---- ----------
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification
of incorporation Classification No.)
or organization) Code Number)
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(760) 340-0098
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-------------------------
DAMIAN C. GEORGINO
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
UNITED STATES FILTER CORPORATION
40-004 COOK STREET
PALM DESERT, CALIFORNIA 92211
(760) 340-0098
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
-------------------------
Copy to:
JANICE C. HARTMAN
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222
(412) 355-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after this registration statement becomes effective.
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If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SUBJECT TO COMPLETION, DATED MAY 14, 1998
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.
PROSPECTUS
, 1998
12,881,860 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
------------------------
This Prospectus relates to 12,881,860 shares (the "Shares") of the Common
Stock, par value $.01 per share ("Company Common Stock"), of United States
Filter Corporation (the "Company") which may be offered and issued by the
Company from time to time in connection with the acquisition by the Company
directly, or indirectly through subsidiaries, of various businesses or assets,
or interests therein. The Shares may be issued in mergers or consolidations, in
exchange for shares of capital stock, partnership interests or other assets
representing an interest, direct or indirect, in other companies or other
entities, or in exchange for tangible or intangible assets, including, without
limitation, assets constituting all or substantially all of the assets and
businesses of such entities. Shares may also be reserved for issuance pursuant
to, or offered, issued and sold upon exercise or conversion of, warrants,
options, convertible debt obligations, equity securities, contingent rights or
other similar instruments or rights issued by the Company from time to time in
connection with any such acquisition. In certain instances, the Company may
guaranty that some or all of the
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aggregate net proceeds from the sale of Shares during a limited period following
their issuance will not be less than the valuation used for purposes of their
issuance, or a specific amount related to such valuation, and may make up any
shortfall (including any shortfall attributable to brokers' commissions and
selling expenses) by issuing additional Shares under this Prospectus or in cash.
It is expected that the terms of acquisitions involving the issuance of
Shares will be determined by direct negotiations with the owners or controlling
persons of the businesses or assets to be acquired, and that the Shares so
issued will be valued at prices based on or related to market prices for the
Common Stock on the New York Stock Exchange, Inc. (the "NYSE") at or about the
time the terms of an acquisition are agreed upon or at or about the time of
delivery of such Shares, or based on average market prices for periods ending at
or about such times. No underwriting discounts or commissions will be paid,
although brokers' or finders' fees may be paid from time to time with respect to
specific acquisitions; under some circumstances, the Company may issue Shares in
full or partial payment of such fees. Any person receiving any such fees may be
deemed to be an underwriter within the meaning of the United States Securities
Act of 1933, as amended (the "Securities Act").
With the consent of the Company, this Prospectus may also be used by
persons ("Selling Stockholders") who have received or will receive Shares in
connection with acquisitions and who may wish to sell such Shares under
circumstances requiring or making desirable its use. See "Resales of Shares."
The Shares will, prior to their issuance, be listed on the NYSE subject
to official notice of issuance. The Common Stock is traded under the symbol
"USF." The last reported sale price of the Common Stock on the NYSE on May 13,
1998 was $33.50 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.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy solicitation materials and
other information with the United States Securities and Exchange Commission (the
"Commission"). Such reports, proxy solicitation materials and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's Regional Offices located at Seven World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. Such reports, proxy and information statements and other information
may be found on the Commission's site address, http://www.sec.gov. The Common
Stock is listed on the NYSE. Such reports, proxy solicitation materials and
other information can also be inspected and copied at the NYSE at 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission registration statements on Form
S-4 (herein, together with all amendments and exhibits, referred to as the
"Registration Statements") under the Securities Act with respect to the offering
made hereby. This Prospectus does not contain all of the information set forth
in the Registration Statements, certain portions of which are omitted in
accordance with the rules and regulations of the Commission. Such additional
information may be obtained from the Commission's principal office in
Washington, D.C. as set forth above. For further information, reference is
hereby made to the Registration Statements, including the exhibits filed as a
part thereof or otherwise incorporated herein. Statements made in this
Prospectus as to the contents of any documents referred to are not necessarily
complete, and in each instance reference is made to such exhibit for a more
complete description and each such statement is modified in its entirety by such
reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 1-10728) with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
1997; the Company's Quarterly Reports for the quarterly periods ended June 30,
1997 (as amended on Form 10-Q/A dated August 22, 1997), September 30, 1997 and
December 31, 1997 (as amended on Forms 10-Q/A dated May 12, 1998 and May 14,
1998); the Company's Current Reports on Form 8-K dated October 28, 1996 (as
amended on a Form 8-K/A dated December 19, 1996), December 2, 1996, January 6,
1997, August 4, 1997, September 17, 1997, September 19, 1997, December 9, 1997
(as amended on Forms 8-K/A dated February 6, 1998 and March 4, 1998), December
31, 1997, January 16, 1998 (as amended on Forms 8-K/A dated February 6, 1998,
March 4, 1998, May 12, 1998 and May 14, 1998), February 9, 1998, May 12, 1998
(as amended on Form 8-K/A dated May 14, 1998); and the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A, as the same
may be amended.
All documents and reports filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of the initial
Registration Statements and prior to effectiveness of the Registration
Statements or after the date of this Prospectus and prior to the termination of
the offering made by this Prospectus shall be deemed to be incorporated by
reference herein. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide to each person to whom a copy of this Prospectus
is delivered, upon the written or oral request of such person, without charge, a
copy of any or all of the documents that are incorporated herein by reference,
other than exhibits to such information (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
General Counsel, United States Filter Corporation, 40-004 Cook Street, Palm
Desert, California 92211 (telephone (760) 340-0098).
THE COMPANY
The Company is a leading global provider of industrial and municipal water
and wastewater treatment systems, products and
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services, with an installed base of systems that the Company believes is one of
the largest worldwide. The Company offers a single-source solution to its
customers through what the Company believes is the industry's broadest range of
cost-effective systems, products, services and proven technologies. The Company
markets a broad line of waterworks distribution products and services. In
addition, the Company also sells, installs and services in the United States a
wide range of products which address household water issues. The Company has one
of the industry's largest networks of sales and service and distribution
facilities through more than 600 locations including 88 manufacturing plants in
33 countries. The Company capitalizes on its large installed base, extensive
distribution network and manufacturing capabilities to provide customers with
ongoing local service and maintenance. The Company is a leading provider of
outsourced water services, including the operation of water and wastewater
treatment systems at customer sites. In addition, the Company is actively
involved in the development of privatization initiatives for municipal water
treatment facilities throughout the world and, specifically, in the United
States, Mexico and Canada. The Company also owns a significant amount of
properties with appurtenant water rights in the Western and Southwestern United
States, a substantial portion of which are leased to agricultural tenants.
The Company's principal executive offices are located at 40-004 Cook
Street, Palm Desert, California 92211, and its telephone number is (760)
340-0098. References herein to the Company refer to United States Filter
Corporation and its subsidiaries, unless the context requires otherwise.
RISK FACTORS
Prospective investors should consider carefully the following factors
relating to the business of the Company, together with the other information and
financial data included or incorporated by reference in this Prospectus, before
acquiring the securities offered hereby. Information contained or incorporated
by reference in this Prospectus includes "forward-looking statements" which can
be identified by the use of forward-looking terminology such as "believes,"
"contemplates," "expects," "may," "will," "could," "should," "would,"
"anticipates" or "continue" or the negative thereof or other variations thereon
or comparable terminology. No assurance can be given that the future results
covered by the forward-looking statements will be achieved. The following
matters constitute
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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.
RISK OF NON-CONSUMMATION OF THE CULLIGAN MERGER
On February 9, 1998, the Company agreed to acquire Culligan Water
Technologies, Inc. ("Culligan") pursuant to a Merger Agreement between the
Company, a wholly owned subsidiary of the Company and Culligan (the "Culligan
Merger Agreement"). The merger ("Culligan Merger") is subject to approval by the
stockholders of both the Company and Culligan. The Company and Culligan
currently anticipate holding special stockholders meetings in June 1998. Holders
of an aggregate of 28.5% of the outstanding shares of Culligan common stock have
agreed to vote in favor of the Culligan Merger. However, there can be no
assurance that the Culligan Merger will be consummated, or, if consummated, that
the Culligan businesses will be integrated successfully into the Company's
businesses or provide profitable. In the event of termination of the Culligan
Merger Agreement because the Company's stockholders do not approve the Culligan
Merger, because the Company's Board of Directors modifies or changes in any
manner adverse to Culligan its recommendation to its stockholders in favor of
the Culligan Merger or because the Company or its affiliates fail to perform the
Company's obligations to use its reasonable best efforts to obtain governmental
and third party approvals and otherwise to take certain actions necessary to
consummate the Culligan Merger, the Company may be required to pay to Culligan
up to $47 million under the terms of the Culligan Merger Agreement.
In addition, filings with, notifications to and authorizations and
approvals of, various governmental agencies, both U.S. and non-U.S., with
respect to the transactions contemplated by the Culligan Merger Agreement,
relating primarily to antitrust, foreign investment and securities law issues,
must be made and received prior to consummation of the Culligan Merger. The
Company has received notice of early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The combined
enterprise may be required to divest one or more of its product lines or
operations, or agree to various operating restrictions, before or after receipt
of stockholder approval, in order to obtain the necessary authorizations and
approvals of the Culligan Merger or to assure that governmental authorities do
not seek to enjoin the
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Culligan Merger. There can be no assurance that the consummation of any such
divestitures could be effected at a fair market price or that the reinvestment
of the proceeds therefrom would produce for the combined enterprise operating
profit at the same level as the divested product lines or a commensurate rate of
return on the amount of its investment. There also can be no assurance that any
operating restrictions imposed would not adversely affect the value of the
combined enterprise. In addition, obtaining any necessary authorizations and
approvals may result in delays in the stockholder meetings beyond June 1998. The
Culligan Merger Agreement is subject to termination if the Culligan Merger is
not consummated by November 15, 1998.
Culligan will have the right to terminate the Culligan Merger Agreement if
a governmental authority enjoins the Culligan Merger; if the Culligan Merger is
not consummated by November 15, 1998 and Culligan has not failed to perform its
obligations under the Culligan Merger Agreement; if the Board of Directors of
the Company changes its recommendation to its stockholders in a manner adverse
to Culligan in respect of the Culligan Merger; if the stockholders of Culligan
or the Company fail to approve the Culligan Merger; if the average of the
closing prices of the Common Stock for any period of 10 consecutive trading days
ending on or after the sixth trading day prior to the date of Culligan's
stockholders meeting is less than $26.25; or if the Company materially breaches
(and fails to cure such breach) its obligations under the Culligan Merger
Agreement. However, if Culligan terminates the Culligan Merger Agreement in
respect of a competing transaction, Culligan may be obligated to pay to the
Company up to $47 million.
ACQUISITION STRATEGY
In pursuit of its strategic objective of becoming the leading global
single-source provider of water and wastewater treatment systems and services,
the Company has, since 1991, acquired more than 125 United States based and
international businesses. The Company plans to continue to pursue acquisitions
that expand the segments of the water and wastewater treatment and water-related
industries in which it participates, complement its technologies, products or
services, broaden its customer base and geographic areas served and/or expand
its global distribution network, as well as acquisitions which provide
opportunities to further and implement the Company's one-stop-shop approach in
terms of technology, distribution or service. The Company's acquisition strategy
entails the potential risks inherent in assessing the value, strengths,
weaknesses, contingent or other
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liabilities and potential profitability of acquisition candidates and in
integrating the operations of acquired companies. In addition, the Company's
acquisition of Memtec Limited was accomplished through an unsolicited tender
offer, and the Company could make other such acquisitions. The level of risk
associated with such acquisitions is generally greater because frequently they
are accomplished, as was the case with the acquisition of Memtec, without the
customary representations or due diligence typical of negotiated transactions.
Although the Company generally has been successful in pursuing acquisitions,
there can be no assurance that acquisition opportunities will continue to be
available, that the Company will have access to the capital required to finance
potential acquisitions, that the Company will continue to acquire businesses or
that any business acquired will be integrated successfully or prove profitable.
INTERNATIONAL TRANSACTIONS
The Company has made and expects it will continue to make acquisitions and
expects to obtain contracts in markets outside the United States. In addition, a
substantial portion of the business of Culligan includes non-U.S. sales. While
these activities may provide important opportunities for the Company to offer
its products and services internationally, they also entail the risks associated
with conducting business internationally, including the risk of currency
fluctuations, slower payment of invoices, the lack in some jurisdictions of
well-developed legal systems, nationalization and possible social, political and
economic instability. In particular, the Company has significant operations in
Asia which have been and may in the future be adversely affected by current
economic conditions in that region. While the full impact of this economic
instability cannot be predicted, it could have a material adverse effect on the
Company's revenues and profitability.
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RELIANCE ON KEY PERSONNEL
The operations of the Company are dependent on the continued efforts of
senior management, in particular Richard J. Heckmann, the Company's Chairman of
the Board, President and Chief Executive Officer. The Company is considering an
employment agreement for Mr. Heckmann, who does not currently have one. The
Company is also considering employment agreements for other members of senior
management, most of whom do not currently have such agreements, although the
names of such members have yet to be determined. There can be no assurance that
the Company will enter into employment agreements with Mr. Heckmann or members
of senior management. Should any of the Company's senior managers be unable or
choose not to continue in their present roles, the Company's prospects could be
adversely affected.
PROFITABILITY OF FIXED PRICE CONTRACTS
A significant portion of the Company's revenues are generated under fixed
price contracts. To the extent that original cost estimates are inaccurate,
scheduled deliveries are delayed or progress under a contract is otherwise
impeded, revenue recognition and profitability from a particular contract may be
adversely affected. The Company routinely records upward or downward adjustments
with respect to fixed price contracts due to changes in estimates of costs to
complete such contracts. There can be no assurance that future downward
adjustments will not be material.
CYCLICALITY, SEASONALITY AND POSSIBLE EARNINGS FLUCTUATIONS
The sale of capital equipment within the water treatment industry is
cyclical and influenced by various economic factors including interest rates and
general fluctuations of the business cycle. A significant portion of the
Company's revenues are derived from capital equipment sales. While the Company
sells capital equipment to customers in diverse industries and in global
markets, cyclicality of capital equipment sales and instability of general
economic conditions, including those currently unfolding in Asian markets, could
have a material adverse effect on the Company's revenues and profitability.
The sale of water and wastewater distribution equipment and supplies is
also cyclical and influenced by various economic factors including interest
rates, land development and housing construction industry cycles. Sales of such
equipment and supplies are also subject to seasonal fluctuation in temperate
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climates. The sale of water and wastewater distribution equipment and supplies
is a significant component of the Company's business. Cyclicality and
seasonality of water and wastewater distribution equipment and supplies sales
could have a material adverse effect on the Company's revenues and
profitability.
The Company's high-purity process piping systems have been sold
principally to companies in the semiconductor and, to a lesser extent,
pharmaceutical and biotechnology industries, and sales of those systems are
critically dependent on these industries. The success of customers and potential
customers for high-purity process piping systems is linked to economic
conditions in these respective industries, which in turn are each subject to
intense competitive pressure and are affected by overall economic conditions.
The semiconductor industry in particular has historically been, and will likely
continue to be, cyclical in nature and vulnerable to general downturns in the
economy. The semiconductor and pharmaceutical industries also represent
significant markets for the Company's water and wastewater treatment systems.
Downturns in these industries could have a material adverse effect on the
Company's revenues and profitability.
Operating results from the sale of high-purity process piping systems also
can be expected to fluctuate significantly as a result of the limited pool of
existing and potential customers for these systems, the timing of new contracts,
possible deferrals or cancellations of existing contracts and the evolving and
unpredictable nature of the markets for high-purity process piping systems.
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
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owned, and the state of compliance with environmental laws, by businesses
acquired by the Company. While the Company endeavors at each of its facilities
to assure compliance with environmental laws and regulations, there can be no
assurance that the Company's operations or activities, or historical operations
by others at the Company's locations, will not result in cleanup obligations,
civil or criminal enforcement actions or private actions that could have a
material adverse effect on the Company.
In that regard, at a Connecticut ion exchange resin regeneration facility
(the "South Windsor Facility") operated by a wholly owned subsidiary of the
Company (the "South Windsor Subsidiary"), acquired by the Company in October
1995 from Anjou International Company ("Anjou"), U.S. federal and state
environmental regulatory authorities have issued certain notices of violation
alleging multiple violations of applicable wastewater pretreatment standards. A
grand jury investigation concerning these conditions also is pending. The South
Windsor Subsidiary has reached a tentative agreement with the U.S. Attorney's
Office and the U.S. Environmental Protection Agency ("USEPA") to settle all
agency claims and investigations relating to this matter by pleading guilty to a
single violation of the Federal Water Pollution Control Act. The proposed
settlement includes a payment of $1.36 million, including a criminal penalty of
approximately $1.0 million, and annual environmental compliance audits at the
South Windsor Facility for five years. The Company believes that this settlement
will conclude this matter in its entirety; however, there can be no assurance
that the proposed settlement will become final, and it is not expected that it
would include a formal release of all liabilities in this regard. In connection
with this proposed settlement, representatives of the Company and the USEPA's
Office of Grants and Debarment have discussed the South Windsor Facility's
debarment from participation in government contracts. Based on its discussions
with the USEPA, the Company believes that the USEPA will lift any such debarment
immediately after the Company and the USEPA agree to the proposed settlement.
The loss of revenue from a debarment, regardless of its duration, is not
expected to be material to the Company. Based upon the anticipated settlement,
the Company does not believe that this matter will have a material adverse
effect on the Company. In addition, the Company has certain rights of
indemnification from Anjou which may be available with respect to these matters
pursuant to the laws of the state of New York or the Stock Purchase Agreement
dated as of August 30, 1995 among the Company, Anjou and Polymetrics, Inc.
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With respect to a former California ion exchange resin regeneration
facility (the "El Cajon Facility") operated by a wholly owned subsidiary of the
Company (the "El Cajon Subsidiary"), the San Diego county district attorney is
investigating a hydrochloric acid spill that occurred in early 1997. In
connection with this incident, the Company and the office of the district
attorney have reached a proposed settlement (subject to final approval of the
court) whereby the Company has agreed to a civil violation of the California
Health and Safety Code and has paid a $140,000 fine, which includes a civil
penalty of $25,000. Pursuant to the terms of the settlement, the office of the
district attorney has agreed that it will not subject the Company (or its
subsidiaries and affiliates) to further civil or criminal prosecution for this
matter.
In addition to the foregoing, the Company's activities as owner and
operator of certain hazardous waste treatment and recovery facilities are
subject to stringent laws and regulations and compliance reviews. Failure of
these facilities to comply with those regulations could result in substantial
fines and the suspension or revocation of the facility's hazardous waste permit.
The Company serves as contract operator of various municipal and industrial
wastewater collection and treatment facilities, which were developed and are
owned by governmental or private entities. The Company and Culligan also operate
other facilities, including service deionization centers and manufacturing
facilities, that discharge wastewater in connection with routine operations.
Under certain service contracts and applicable environmental laws, the Company
as operator of such facilities may incur certain liabilities in the event those
facilities experience malfunctions or discharge wastewater which does not meet
applicable permit limits and regulatory requirements. In some cases, the
potential for such liabilities depends upon design or operational conditions
over which the Company has limited, if any, control. In other matters, the
Company has been notified by the USEPA that it is a potentially responsible
party under the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 ("CERCLA") at certain sites to which the Company or its
predecessors allegedly sent waste in the past. It is possible that the Company
could receive other such notices under CERCLA or analogous state laws in the
future. Based on sites which are currently known to the Company that may require
remediation, the Company does not believe that its liability, if any, relating
to such sites will be material. However, there can be no assurance that such
matters will not be material. In addition, to some extent, the liabilities and
risks
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imposed by environmental laws on the Company's customers may adversely impact
demand for certain of the Company's products or services or impose greater
liabilities and risks on the Company, which could also have an adverse effect on
the Company's competitive and financial position.
In 1995, Culligan purchased an equity interest in Anvil Holdings, Inc. As
a result of this transaction, Culligan assumed certain environmental liabilities
associated with soil and groundwater contamination at Anvil Knitwear's Asheville
Dyeing and Finishing Plant (the "Plant") in Swannanoa, North Carolina. Since
1990, Culligan has delineated and monitored the contamination pursuant to an
Administrative Consent Order entered into with the North Carolina Department of
Environment, Health and Natural Resources related to the closure of an
underground storage tank at the site. Groundwater testing at the Plant and at
two adjoining properties has shown levels of a cleaning solvent believed to be
from the Plant above action levels under state guidelines. Culligan has begun
remediation of the contamination. Culligan currently estimates that the costs of
future site remediation will range from up to $1.0 million to $1.8 million and
that it has sufficient reserves for the site cleanup. Culligan anticipates that
the potential costs of further monitoring and corrective measures to address the
groundwater problem under applicable laws will not have a material adverse
effect on the financial position or the results of operations of Culligan,
however, because the full extent of the required cleanup has not been
determined, there can be no assurance that this matter will not have a material
adverse effect on Culligan's financial position or the results of operations of
Culligan.
Certain of the Company's and Culligan's facilities contain or in the past
contained underground storage tanks which may have cause soil or groundwater
contamination. At one formerly owned site, Culligan is investigating, and has
taken certain actions to correct, contamination that may have resulted from a
former underground storage tank. Based on the amount of contamination believed
to have been present when the tank was removed, and the probability that some of
the contamination may have originated from nearby properties, the Company
believes, although there can be no assurance, that this matter will not have a
material adverse effect on the combined companies' financial position or results
of operations.
COMPETITION
All of the markets in which the Company competes are highly competitive,
and most are fragmented, with numerous regional and local participants. There
are competitors of the Company in
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certain markets that are divisions or subsidiaries of companies that have
significantly greater resources than the Company. The Company's process water
treatment business competes in the United States and internationally principally
on the basis of product quality and specifications, technology, reliability,
price, customized design and technical qualifications, reputation and prompt
availability of local service. The Company's wastewater treatment business
competes in the United States and internationally largely on the basis of the
same factors, except that pricing considerations can be predominant among
competitors that have sufficient technical qualifications, particularly in the
municipal contract bid process. The Company's filtration and separation business
competes in the United States and internationally principally on the basis of
price, technical expertise, product quality and responsiveness to customer
needs, including service and technical support. The Company's industrial
products and services business competes in the United States and internationally
principally on the basis of quality, service and price. In connection with the
marketing of waterworks distribution equipment and supplies, the Company
competes not only with a large number of independent wholesalers and with other
distribution chains similar to the Company, but also with manufacturers who sell
directly to customers. The principal methods of competition for the Company's
waterworks distribution business include prompt local service capability,
product knowledge by the sales force and service branch management, and price.
The Company's consumer products business competes with companies with national
distribution networks, businesses with regional scope, and local product
assemblers or service companies, as well as retail outlets. The Company believes
that there are thousands of participants in the residential water business. The
consumer products business, which upon consummation of the Culligan Merger will
include Culligan's current residential operations, competes principally on the
basis of price, product quality and "taste," service, distribution capabilities,
geographic presence and reputation. Competitive pressures, including those
described above, and other factors could cause the Company to lose market share
or could result in significant price erosion, either of which could have a
material adverse effect upon the Company's financial position, results of
operations and cash flows.
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
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in Imperial County, California (the "IID Properties") located within the
Imperial Irrigation District (the "IID"). Substantially all of the Properties
are currently leased to third party agricultural tenants, including prior owners
of the Properties. The Company acquired the Properties with appurtenant water
rights, and is actively seeking to acquire additional properties with water
rights, primarily in the Southwestern and Western United States. The Company may
seek in the future to transfer water attributable to water rights appurtenant to
the Properties, particularly the IID Properties (the "IID Water"). However,
since the IID holds title to all of the water rights within the IID in trust for
the landowners, the IID would control the timing and terms of any transfers of
IID Water by the Company. The circumstances under which transfers of water can
be made and the profitability of any transfers are subject to significant
uncertainties, including hydrologic risks of variable water supplies, risks
presented by allocations of water under existing and prospective priorities, and
risks of adverse changes to or interpretations of U.S. federal, state and local
laws, regulations and policies. Transfers of IID Water attributable to water
rights appurtenant to the IID Properties (the "IID Water Rights") are subject to
additional uncertainties. Allocations of Colorado River water, which is the
source of all water deliveries to the IID Properties, are subject to limitations
under complex international treaties, interstate compacts, U.S. federal and
state laws and regulations, and contractual arrangements and, in times of
drought, water deliveries could be curtailed by the U.S. government. Further,
any transfers of IID Water would require the approval of the U.S. Secretary of
the Interior. Even if a transfer were approved, other California water districts
and users could assert claims adverse to the IID Water Rights, including but not
limited to claims that the IID has failed to satisfy U.S. federal law and
California constitutional requirements that IID Water must be put to reasonable
and beneficial use. A finding that the IID's water use is unreasonable or
nonbeneficial could adversely impact title to the IID Water Rights and the
ability to transfer IID Water. Water transferred by the IID to metropolitan
areas of Southern California, such as San Diego, currently would be transported
through aqueducts owned or controlled by the Metropolitan Water District, a
quasi-governmental agency (the "MWD"). The transportation cost for any transfer
of IID Water and the volume of water which the MWD can be required to transport
at any time are subject to California laws of uncertain application, some
aspects of which are currently in litigation. The uncertainties associated with
water rights could have a material adverse effect on the Company's future
profitability.
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TECHNOLOGICAL AND REGULATORY RISKS
Portions of the water and wastewater treatment business are characterized
by changing technology, competitively imposed process standards and regulatory
requirements, each of which influences the demand for the Company's products and
services. Changes in regulatory or industrial requirements may render certain of
the Company's treatment products and processes obsolete. Acceptance of new
products may also be affected by the adoption of new government regulations
requiring stricter standards. The Company's ability to anticipate changes in
technological and regulatory standards and to develop successfully and introduce
new and enhanced products on a timely basis will be a significant factor in the
Company's ability to grow and to remain competitive. There can be no assurance
that the Company will be able to achieve the technological advances that may be
necessary for it to remain competitive or that certain of its products will not
become obsolete. In addition, the Company is subject to the risks generally
associated with new product introductions and applications, including lack of
market acceptance, delays in development or failure of products to operate
properly. The market growth potential of acquired in-process research and
development is subject to certain risks, including costs to develop and
commercialize such products, the cost and feasibility of production of products
utilizing the applicable technologies, introduction of competing technologies,
and market acceptance of the products and technologies involved.
There can be no assurance that the Company's existing or any future
trademarks or patents will be enforceable or will provide substantial protection
from competition or be of commercial benefit to the Company. In addition, the
laws of certain non-United States countries may not protect proprietary rights
to the same extent as do the laws of the United States. Successful challenges to
certain of the Company's patents or trademarks could materially adversely affect
its competitive and financial position.
MUNICIPAL WATER AND WASTEWATER BUSINESS
A significant percentage of the Company's revenues is derived from
municipal customers. While municipalities represent an important part of the
water and wastewater treatment industry, contractor selection processes and
funding for projects in the municipal sector entail certain additional risks not
typically encountered with industrial customers. Competition for selection of a
municipal contractor typically occurs through a formal bidding process which can
require the commitment of resources and greater lead times than industrial
projects. In addition, this segment is dependent upon the availability of
funding at the local level, which may be the subject of increasing pressure as
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local governments are expected to bear a greater share of the cost of public
services.
YEAR 2000 RISKS
The Year 2000 issue concerns the potential exposures related to the
automated generation of business and financial misinformation resulting from the
application of computer programs which have been written using two digits,
rather than four, to define the applicable year of business transactions. Most
of the Company's operating systems with Year 2000 issues have been modified to
address those issues; accordingly, management does not anticipate any
significant costs, problems or uncertainties associated with becoming Year 2000
compliant. The Company is currently developing a plan intended to assure that
its other internal operating systems with Year 2000 issues are modified on a
timely basis. Suppliers, customers and creditors of the Company also face
similar Year 2000 issues. A failure to successfully address the Year 2000 issue
could have a material adverse effect on the Company's business or results of
operations.
SHARES ELIGIBLE FOR FUTURE SALE
The market price of the Common Stock could be adversely affected by the
availability for public sale of shares held on March 31, 1998 by security
holders of the Company, including: (i) up to 3,646,783 shares which may be
delivered by Laidlaw Inc. or its affiliates ("Laidlaw"), at Laidlaw's option in
lieu of cash, at maturity pursuant to the terms of 5-3/4% Exchangeable Notes due
2000 of Laidlaw (the amount of shares or cash delivered or paid to be dependent
within certain limits upon the value of the Common Stock at maturity), or sold
from time to time in accordance with Rule 144(k) under the Securities Act; (ii)
7,636,364 shares issuable upon conversion of the Company's 6% Convertible
Subordinated Notes due 2005 at a conversion price of $18.33 per share of Common
Stock; (iii) 10,481,013 shares issuable upon conversion of the Company's 4-1/2%
Convertible Subordinated Notes due 2001 at a conversion price of $39.50 per
share of Common Stock; (iv) 1,200,000 shares issuable upon exercise of warrants,
600,000 at an exercise price of $50.00 per share and 600,000 at an exercise
price of $60.00 per share, in each case expiring on September 17, 2007 and
exercisable at any time after the first sale of water from water rights
appurtenant to the Properties (the "Warrants"); and (v) 8,482,926 outstanding
shares which are subject to agreements pursuant to which the holders have
certain rights to request the Company to register
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<PAGE>
the sale of such holders' Common Stock under the Securities Act and/or, subject
to certain conditions, to include certain percentages of such shares in other
registration statements filed by the Company, of which such rights as to
8,000,000 shares are not exercisable until February 17, 2000. In addition, the
Company has registered for sale under the Securities Act 2,903,207 shares which
may be issuable by the Company from time to time in connection with acquisitions
of businesses or assets from third parties. Upon consummation of the Culligan
Merger, approximately 46,343,475 shares to be issued pursuant thereto (assuming
the Average Share price is $33.50) will be subject to agreements pursuant to
which certain stockholders will have certain rights to request the Company to
register the sale of such shares under the Securities Act and/or, subject to
certain conditions, to include certain percentages of such shares in other
registration statements filed by the Company. See "Risk Factors Acquisition
Strategy."
RECENT DEVELOPMENTS
The Company has entered into an agreement to issue $900 million of
unsecured redeemable or remarketable securities to qualified institutional
buyers (as defined in Rule 144A of the Securities Act) to refinance existing
indebtedness under the Company's Senior Credit Facility and for general
corporate purposes. The proposed issuance of such securities is not expected to
have a material impact on the Company's financial position or its future results
of operations. The securities offered will not be, and have not been, registered
under the Securities Act and may not be offered or sold in the United States
absent registration or applicable exemption from the registration requirements.
RESALES OF SHARES
With the consent of the Company, this Prospectus may be used by Selling
Stockholders who have received or will receive Shares in connection with
acquisitions and who may wish to sell such Shares under circumstances requiring
or making desirable its use. The Company may consent to the use of this
Prospectus by Selling Stockholders for a limited period of time and subject to
limitations and conditions which may be varied by agreement between the Company
and one or more Selling Stockholders. Agreements with Selling Stockholders
permitting use of this Prospectus may provide that an offering of Shares be
effected in an orderly manner through securities dealers, acting as broker or
dealer, selected by the Company; that Selling Stockholders enter into custody
agreements with one or more banks with respect to such Shares; and that sales be
made only by one or more of the methods described in this Prospectus, as
appropriately supplemented or amended when required. Other than in circumstances
where the Company may receive certain benefits in connection with price guaranty
arrangements, the Company will not receive any of the proceeds from any sale of
Shares offered hereby by a Selling Stockholder.
Shares may be sold by Selling Stockholders hereunder on one or more
exchanges or otherwise; directly to purchasers in negotiated transactions; by or
through brokers or dealers, in ordinary brokerage transactions or transactions
in which the
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broker solicits purchasers; in block trades in which the broker or dealer will
attempt to sell Shares as agent but may position and resell a portion of the
block as principal; in transactions in which a broker or dealer purchases as
principal for resale for its own account; through underwriters or agents; or in
any combination of the foregoing methods. Shares may be sold at a fixed offering
price, which may be changed, at the prevailing market price at the time of sale,
at prices related to such prevailing market price or at negotiated prices. Any
brokers, dealers, underwriters or agents may arrange for others to participate
in any such transaction and may receive compensation in the form of discounts,
commissions or concessions from Selling Stockholders and/or the purchasers of
Shares. The proceeds to a Selling Stockholder from any sale of Shares will be
net of any such compensation and of any expenses to be borne by the Selling
Stockholder. If required at the time that a particular offer of Shares is made,
a supplement to this Prospectus will be delivered that describes any material
arrangements for the distribution of Shares and the terms of the offering,
including, without limitation, the names of any underwriters, brokers, dealers
or agents and any discounts, commissions or concessions and other items
constituting compensation from the Selling Stockholder.
Selling Stockholders and any brokers, dealers, underwriters or agents that
participate with a Selling Stockholder in the distribution of Shares may be
deemed to be "underwriters" within the meaning of the Securities Act, in which
event any discounts, commissions or concessions received by any such brokers,
dealers, underwriters or agents and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
The Company may agree to indemnify Selling Stockholders and/or any such
brokers, dealers, underwriters or agents against certain civil liabilities,
including liabilities under the Securities Act, and to reimburse them for
certain expenses in connection with the offering and sale of Shares.
Selling Stockholders may also offer shares of Common Stock issued in past
and future acquisitions by means of prospectuses under other available
registration statements or pursuant to exemptions from the registration
requirements of the Securities Act, including sales which meet the requirements
of Rule 144 or Rule 145(d) under the Securities Act.
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DESCRIPTION OF CAPITAL STOCK
GENERAL
As of March 31, 1998, the Company was authorized to issue 300,000,000
shares of Common Stock, par value $.01 per share, of which 108,462,296 shares
were issued and outstanding, and 3,000,000 shares of preferred stock, par value
$.10 per share, of which none were issued and outstanding. Of the unissued
shares of Common Stock, 7,636,364 shares were reserved for issuance upon
conversion of the Company's 6% Convertible Subordinated Notes due 2005,
10,481,013 shares were reserved for issuance upon conversion of the Company's
4-1/2% Convertible Subordinated Notes due 2001, 1,200,000 shares were reserved
for issuance upon exercise of the Warrants expiring September 17, 2007 and an
aggregate of 7,647,059 shares were reserved for issuance upon exercise of
options either outstanding or available for grant.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held
of record by them on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors; thus, the holders
of shares having more than 50% of the Company's voting power (including both
common and voting preferred shares, if any) voting for the election of directors
can elect all of the directors. The holders of Common Stock are entitled to
receive dividends when, as and if declared by the Board of Directors out of
funds legally available therefor, subject to the prior rights of preferred
stockholders. In the event of liquidation, dissolution or winding up of the
Company's affairs, the holders of Common Stock are entitled to share ratably in
all assets remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, including
any preferred stock, that has preference over the Common Stock. Except as
described below under "Stock Purchase Rights," holders of shares of Common
Stock, as such, have no conversion, preemptive or other subscription rights, and
there are no redemption or sinking fund provisions applicable to the Common
Stock.
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
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Company's financial condition, earnings, capital requirements and such other
factors as the Board of Directors deems relevant.
PREFERRED STOCK
Shares of preferred stock may be issued without stockholder approval. The
Board of Directors is authorized to issue such shares in one or more series and
to fix the rights, preferences, privileges, qualifications, limitations and
restrictions thereof, including dividend rights and rates, conversion rights,
voting rights, terms of redemption, redemption prices, liquidation preferences
and the number of shares constituting any series or the designation of such
series, without any vote or action by the stockholders. The Company has no
current plans for the issuance of any shares of preferred stock. Any preferred
stock to be issued could rank prior to the Common Stock with respect to dividend
rights and rights of liquidation. The Board of Directors, without stockholder
approval, may issue preferred stock with voting and conversion rights that could
adversely affect the voting power of holders of Common Stock or create
impediments to persons seeking to gain control of the Company.
STOCK PURCHASE RIGHTS
Laidlaw, which, as of March 31, 1998, held 3,646,783 shares of Common
Stock, or 3.4% of the outstanding Common Stock, has certain rights to purchase
voting securities of the Company in order to maintain its percentage voting
interest. Except in connection with mergers or other acquisitions or in the
ordinary course under an employee stock option or stock bonus plan, in the event
the Company proposes to sell or issue shares of voting securities, Laidlaw has
the right to purchase, on the same terms as the proposed sale or issuance, that
number of shares or rights as will maintain its percentage interest in the
voting securities of the Company, assuming the conversion of all convertible
securities and the exercise of all options and warrants then outstanding. In
addition, Laidlaw has other purchase rights with respect to sales or issuances
of securities by the Company at prices below 85% of current market price at the
time of sale or issuance or the prevailing customary price for such securities
or their equivalent.
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
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election to the Board, and on all other matters in the same proportion as the
votes cast by other holders of voting securities, other than those that relate
to any business combination or similar transaction involving the Company or any
amendment to the Company's Certificate of Incorporation (the "Company
Certificate") or By-laws.
Pursuant to the agreement whereby the Company acquired the Properties in
exchange for 8,000,000 shares of Common Stock and the Warrants in September
1997, the Company has agreed, so long as the parties from whom the Properties
were acquired (the "Parties") own at least 5% of the outstanding Common Stock,
to nominate a person designated by the Parties for election to the Company Board
(the "Designee"). The Designee, Ardon E. Moore, has been appointed by the
Company's Board of Directors to serve as a Class I director until the Company's
Annual Meeting in 2000. If a vacancy occurs in the Company's Board of Directors
while the Parties own at least 7 1/2% of the outstanding Common Stock and such
vacancy is the result of the cessation to serve of a non-employee director of
the Company (other than the cessation of service of a Designee, which vacancy
shall be filled with a successor Designee), the Parties must also approve the
person filling such vacancy. In addition, the Parties have agreed to vote all
shares owned by them as recommended by a majority of the members of the
Company's Board of Directors, except with respect to certain fundamental
transactions, transactions involving the issuance by the Company of Common Stock
representing 20% or more of the outstanding Common Stock (or equivalents) or
amendment of the Company Certificate or By-laws.
CERTAIN CHARTER AND BY-LAW PROVISIONS
The Company Certificate places certain restrictions on the voting rights
of a "Related Person," defined therein as any person who directly or indirectly
owns 5% or more of the outstanding voting stock of the Company. The founders and
the original directors of the Company are excluded from the definition of
"Related Persons," as are seven named individuals including Richard J. Heckmann,
the Chairman of the Board, President and Chief Executive Officer of the Company.
These voting restrictions apply in two situations. First, the vote of a director
who is also a Related Person is not counted in the vote of the Board of
Directors to call a meeting of stockholders where that meeting will consider a
proposal made by the Related Person director. Second, any amendments to the
Company Certificate that relate to specified Articles therein (those dealing
with corporate governance, limitation of director
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liability or amendments to the Company Certificate), in addition to being
approved by the Board of Directors and a majority of the Company's outstanding
voting stock, must also be approved by either (i) a majority of directors who
are not Related Persons, or (ii) the holders of at least 80% of the Company's
outstanding voting stock, provided that if the change was proposed by or on
behalf of a Related Person, then approval by the holders of a majority of the
outstanding voting stock not held by Related Persons is also required. In
addition, any amendment to the Company's By-laws must be approved by one of the
methods specified in clauses (i) and (ii) in the preceding sentence.
The Company Certificate and the Company's By-laws provide that the Board
of Directors shall fix the number of directors and that the Board shall be
divided into three classes, each consisting of one-third of the total number of
directors (or as nearly as may be possible). Stockholders may not take action by
written consent. Meetings of stockholders may be called only by the Board of
Directors (or by a majority of its members). Stockholder proposals, including
director nominations, may be considered at a meeting only if written notice of
that proposal is delivered to the Company from 30 to 60 days in advance of the
meeting, or within ten days after notice of the meeting is first given to
stockholders.
DELAWARE ANTI-TAKEOVER LAW
Section 203 of the Delaware General Corporation Law ("Section 203")
provides, in general, that a stockholder acquiring more than 15% of the
outstanding voting shares of a corporation subject to the statute (an
"Interested Stockholder"), but less than 85% of such shares, may not engage in
certain "Business Combinations" with the corporation for a period of three years
subsequent to the date on which the stockholder became an Interested Stockholder
unless (i) prior to such date the corporation's board of directors has approved
either the Business Combination or the transaction in which the stockholder
became an Interested Stockholder or (ii) the Business Combination is approved by
the corporation's board of directors and authorized by a vote of at least
two-thirds of the outstanding voting stock of the corporation not owned by the
Interested Stockholder.
Section 203 defines the term "Business Combination" to encompass a wide
variety of transactions with or caused by an Interested Stockholder in which the
Interested Stockholder receives or could receive a benefit on other than a pro
rata
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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. Neither the Company Certificate nor the By-laws of the Company
currently excludes the Company from the restrictions imposed by Section 203.
VALIDITY OF COMMON STOCK
The validity of the Shares will be passed upon for the Company by
Kirkpatrick & Lockhart LLP, counsel to the Company.
EXPERTS
The consolidated financial statements of United States Filter Corporation
and its subsidiaries as of March 31, 1996 and 1997 and for each of the three
years in the period ended March 31, 1997 have been incorporated by reference
herein and in the registration statement in reliance upon the reports of KPMG
Peat Marwick LLP and Ernst & Young LLP, independent certified public accountants
as stated in their reports, incorporated by reference herein, and upon the
authority of said firms as experts in accounting and auditing.
The combined financial statements of the Systems and Manufacturing Group
of Wheelabrator Technologies Inc. as of December 31, 1994 and 1995 and for each
of the three years
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in the period ended December 31, 1995 have been incorporated by reference herein
in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
The consolidated financial statements of Culligan Water Technologies, Inc.
as of January 31, 1996 and 1997 and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the three
years in the period ended January 31, 1997 have been incorporated by reference
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, which report is incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
The aggregated financial statements of the Process Equipment Division of
United Utilities Plc as of March 31, 1996 and 1995 and for each of the years in
the two year period ended March 31, 1996 have been incorporated by reference
herein in reliance upon the report of KPMG Audit Plc, independent chartered
accountants, which report is incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The aggregated financial statements of Protean Plc as of March 31, 1997
and for the year ended March 31, 1997 have been incorporated by reference herein
in reliance upon the report of KPMG Audit Plc, independent chartered
accountants, which report is incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The consolidated financial statements of The Kinetics Group, Inc. at
September 30, 1997 and 1996, and for each of the two years in the period ended
September 30, 1997, incorporated by reference herein have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference herein, and are incorporated by reference herein in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The combined financial statements of The Water Filtration Business (a
wholly owned business of AMETEK, Inc.) at December 31, 1996 and 1995, and for
each of the three years in the period ended December 31, 1996, incorporated by
reference herein have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference herein, and are
incorporated by reference herein in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Memtec Limited as of June 30,
1997 and 1996 and for each of the three years in the period ended June 30, 1997
incorporated by reference herein have been so incorporated by reference in
reliance on the report of Price Waterhouse, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
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The audited financial statements of WaterPro Supplies Corporation as of
December 31, 1995 and for the period from April 7, 1995 to December 31, 1995
incorporated by reference herein have been audited by Arthur Andersen LLP,
independent public accountants as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.
The independent valuation report of The Mentor Group, Inc. is
incorporated by reference herein in reliance upon the authority of said firm
in giving said report.
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======================================== =======================================
NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR 12,881,860 SHARES
THE SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR UNITED STATES FILTER CORPORATION
AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY COMMON STOCK
CIRCUMSTANCES IN WHICH SUCH OFFER
OR SOLICITATION IS UNLAWFUL.
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
PAGE ---------------
Available Information..............2
Incorporation of Certain PROSPECTUS
Documents by Reference...........3
The Company........................3 ---------------
Risk Factors.......................4
Recent Developments................17
Resales of Shares..................17
Description of Capital Stock.......19
Validity of Common Stock...........23
Experts............................23
___________, 1998
======================================== =======================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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 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.
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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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed as part of this
registration statement:
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5.01 Opinion of Kirkpatrick & Lockhart LLP as to the legality of
the securities being registered*
23.01 Consent of Kirkpatrick & Lockhart LLP (included in Exhibit
5.01)*
23.02 Consents of KPMG Peat Marwick LLP and KPMG Audit plc*
23.03 Consents of Ernst & Young LLP*
23.04 Consent of Price Waterhouse*
23.05 Consent of Arthur Andersen LLP*
23.06 Consent of The Mentor Group, Inc.*
* Previously filed.
ITEM 22. 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;
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<PAGE>
(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.
(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.
(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.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other Items of the applicable form.
(6) That every prospectus (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes 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 that time shall be deemed to be the initial bona fide offering thereof.
(7) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items
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<PAGE>
4, 10(b), 11, or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
(8) To supply by means of a post-effective amendment all required
information concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in the registration statement
when it became effective.
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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palm Desert, State of
California, on May 14, 1998.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
--------------------------------
Richard J. Heckmann
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
--------- -------- -----
/s/ Richard J. Heckmann Chairman of the Board, May 14, 1998
- ----------------------------- President and Chief
Richard J. Heckmann Executive Officer
(Principal Executive
Officer) and a Director
/s/ Kevin L. Spence Executive Vice May 14, 1998
- ----------------------------- President/Chief
Kevin L. Spence Financial Officer
(Principal Financial
and Accounting Officer)
* Executive Vice May 14, 1998
- ----------------------------- President/Chief
Michael J. Reardon Administrative Officer
and a Director
* President/Chief May 14, 1998
- ----------------------------- Operating Officer -
Nicholas C. Memmo Process Water Group and
a Director
* Director May 14, 1998
- -----------------------------
James E. Clark
* Director May 14, 1998
- -----------------------------
John L. Diederich
Director
- -----------------------------
Robert S. Hillas
<PAGE>
* Director May 14, 1998
- -----------------------------
Arthur B. Laffer
Director
- -----------------------------
Ardon E. Moore
Director
- -----------------------------
Alfred E. Osborne, Jr.
* Director May 14, 1998
- -----------------------------
J. Danforth Quayle
Director
- -----------------------------
C. Howard Wilkins, Jr.
*By:
/s/ Damian C. Georgino
- ----------------------------- May 14, 1998
Damain C. Georgino
Attorney-in-Fact
