As filed with the Securities and Exchange Commission
on April 1, 1998
Registration No. 333-45981
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
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
(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)
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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)
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Copy to:
JANICE C. HARTMAN
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222
(412) 355-6500
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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.
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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
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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.
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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.
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
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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.
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SUBJECT TO COMPLETION DATED APRIL 1, 1998
PROSPECTUS
, 1998
5,815,450 SHARES
UNITED STATES FILTER CORPORATION
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
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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 (the "Bianco Trust"), Dated February 1,
1991, 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 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
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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 March 31, 1998 was $35.125 per share.
---------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CERTAIN CONSIDERATIONS
RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.
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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), September 30, 1997 and
December 31, 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/As dated February 6, 1998 and March 4, 1998), December 31, 1997,
January 16, 1998 (as amended on Form 8-K/As dated February 6, 1998 and March 4,
1998) and February 9, 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 incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
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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 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 and service and distribution facilities
through more than 600 locations including 88 manufacturing plants in 32
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, particularly, 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 to United States Filter
Corporation and its subsidiaries, unless the context requires otherwise.
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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 Memtec Limited was accomplished
through a tender offer, and the Company could make other acquisitions by means
of a tender offer. 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
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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.
On February 9, 1998, the Company agreed to acquire Culligan Water
Technologies, Inc. ("Culligan"), pursuant to a merger (the "Culligan Merger") of
a wholly owned subsidiary of the Company into Culligan. In connection with the
Culligan Merger, the Company will issue in exchange for each share of Culligan
common stock, 1.714 shares of Common Stock if the average of the closing prices
of the shares of Common Stock as reported on the New York Stock Exchange
Composite Tape on each of the last ten trading days ending on the sixth trading
day prior to the date of the meeting of Culligan stockholders at which the
approval of the Culligan Merger by Culligan stockholders is obtained (the
"Average Share Price") is equal to or greater than $35 (the "Exchange Ratio");
provided, however, that (i) if the Average Share Price is less than $35, but
greater than or equal to $32, then the Exchange Ratio shall be equal to the
quotient obtained (rounded to the nearest ten-thousandth of a share) by dividing
$60 by the Average Share Price; and (ii) if the Average Share Price is less than
$32, the Exchange Ratio shall be equal to 1.875. Among other circumstances, the
agreement pursuant to which the Culligan Merger will be effected may be
terminated by Culligan if the Average Share Price, or if the average of the
closing prices of the shares of Common Stock as reported on the New York Stock
Exchange Composite Tape for any period of 10 consecutive trading days which ends
after the last trading day used in calculating the Average Share Price, is less
than $26.25. 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. 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 prove profitable. The shares of Common Stock to be
issued in the Culligan Merger are expected to represent approximately 28.9% of
the number of shares of Common Stock outstanding immediately after the Culligan
Merger (assuming the Average Share Price is $35.125, which was the last reported
sale price of the Common Stock on the NYSE on March 31, 1998). Accordingly, the
Culligan Merger will have the effect of reducing the percentage voting interest
in the Company represented by a share of Common Stock immediately prior to the
Culligan Merger, with respect to stockholders of the Company.
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
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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, 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.
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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
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
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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, at a facility operated by a wholly owned subsidiary of
the Company (the "South Windsor 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"), United States 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
United States Attorney's Office and the United States 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 fine 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. As a consequence of such a settlement, the South
Windsor Subsidiary would be barred from United States government contracts for a
period of time that the Company currently expects to be brief. Based upon the
anticipated settlement and on certain rights of indemnification from Anjou which
may be available with respect to these matters, the Company does not believe
that this matter will have a material adverse effect on the Company.
With respect to a facility operated by a wholly owned subsidiary of the
Company (the "El Cajon Subsidiary") at a former California ion exchange resin
regeneration facility (the "El Cajon Facility"), the 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 whereby the Company will agree to a
civil violation of California Health and Safety Code Section 25189.2(c) and pay
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$140,000, including a civil penalty of $25,000. Pursuant to the terms of the
settlement, the office of the district attorney would agree that it will not
subject the Company (or its subsidiaries and affiliates) to further civil or
criminal prosecution.
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. 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
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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 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,
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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 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
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, 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.
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
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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 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
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
12
<PAGE>
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) 8,496,157 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 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 12,571,948 shares to be issued pursuant thereto (assuming the
Average Share price is $35.125) 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."
13
<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.
<TABLE>
<CAPTION>
Shares
Name of Shares Shares Maximum Beneficially
Selling Beneficially Subject Shares to be Owned As
Stockholder Owned to Escrow Sold Adjusted
<S> <C> <C> <C> <C>
The Bianco 2,314,995 115,750 2,314,995 --
Family 1991
Trust, dated
February 1,
1991
David J. 2,052,920 102,646 2,052,920 --
Shimmon
BT Capital 1,183,454 59,173 1,183,454 --
Partners Inc.
Churchill 92,600 4,630 92,600 --
ESOP Capital
Partners
D&S Partners 50,958(1) 1,966 50,958(1) --
Silicon 38,476 1,924 38,476 --
Valley
Bancshares
14
<PAGE>
Shares
Name of Shares Shares Maximum Beneficially
Selling Beneficially Subject Shares to be Owned As
Stockholder Owned to Escrow Sold Adjusted
L.H. Friend, 36,921 1,847 36,921 --
Weinress,
Frankson &
Presson, Inc.
Gregory 26,665 1,334 26,665 --
Presson
Christopher 18,461 924 18,461 --
Holloran
Total 5,815,450(1) 290,194 5,815,450(1) --
</TABLE>
- ----------------
(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
President/Chief Operating Officer of the Company's Industrial Products and
Services Group since March 1998, as Chief Executive Officer of Kinetics since
March 1997, as President and Director of Kinetics 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
15
<PAGE>
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 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
16
<PAGE>
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.
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 1,455,539 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.
17
<PAGE>
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
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.
18
<PAGE>
STOCK PURCHASE RIGHTS
Laidlaw, which, as of January 15, 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 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
19
<PAGE>
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 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.
20
<PAGE>
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. 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.
22
<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 5,815,450 SHARES
OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO
SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN UNITED STATES FILTER CORPORATION
ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY COMMON STOCK
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..............14
Selling Stockholders.........14
Plan of Distribution.........16
Description of Capital
Stock.......................17
Validity of Common Stock.....21
Experts......................21
, 1998
-----------
======================================= =====================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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*
23.03 Consent of Price Waterhouse*
* Previously filed.
II - 1
<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 March 31, 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.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- -----
<S> <C> <C>
/s/ Richard J. Heckmann Chairman of the Board, President March 31, 1998
- --------------------------------- and Chief Executive Officer
Richard J. Heckmann (Principal Executive Officer) and a
Director
/s/ Kevin L. Spence Executive Vice President/Chief March 31, 1998
- --------------------------------- Financial Officer (Principal
Kevin L. Spence Financial and Accounting Officer)
* Executive Vice President/Chief March 31, 1998
- --------------------------------- Administrative Officer and a
Michael J. Reardon Director
* President/Chief Operating Officer - March 31, 1998
- --------------------------------- Process Water Group and a Director
Nicholas C. Memmo
* Director March 31, 1998
- ---------------------------------
James E. Clark
<PAGE>
Signature Capacity Date
--------- -------- -----
* Director March 31, 1998
- ---------------------------------
John L. Diederich
Director
- ---------------------------------
Robert S. Hillas
* Director March 31, 1998
- ---------------------------------
Arthur B. Laffer
Director
- ---------------------------------
Ardon E. Moore
* Director March 31, 1998
- ---------------------------------
Alfred E. Osborne, Jr.
Director
- ---------------------------------
J. Danforth Quayle
* Director March 31, 1998
- ---------------------------------
C. Howard Wilkins, Jr.
*By:
/s/ Damian C. Georgino March 31, 1998
- ----------------------
Damian C. Georgino
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTIO 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)
Exhibit 5.01
April 1, 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 Amendment No. 1 to the
Registration Statement on Form S-3 (the "Amended Registration Statement"), filed
by the Company on April 1, 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 Amended 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 Amended
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
