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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1998
REGISTRATION NO. 333-52717
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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)
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<S> <C> <C>
DELAWARE 3589 33-266015
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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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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COPIES TO:
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<S> <C> <C>
RODRIGO A. GUERRA, JR. EDWARD A. CHRISTENSEN DANIEL A. NEFF
BRIAN J. MCCARTHY CULLIGAN WATER TECHNOLOGIES, INC. DAVID A. KATZ
SKADDEN, ARPS, SLATE, ONE CULLIGAN PARKWAY WACHTELL, LIPTON, ROSEN & KATZ
MEAGHER & FLOM LLP NORTHBROOK, ILLINOIS 60062 51 WEST 52ND STREET
300 SOUTH GRAND AVENUE (847) 205-6000 NEW YORK, NEW YORK 10019
LOS ANGELES, CALIFORNIA 90071-3144O (212) 403-1000
(213) 687-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of the Registration Statement.
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. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, 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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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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AMOUNT OF
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(2) PER SHARE PRICE(3) FEE(4)
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Common stock, par value 51,683,682
$.01 per share(1)..... shares Not Applicable $1,697,292,117 $500,702
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(1) This Registration Statement relates to common stock of United States
Filter Corporation (the "Registrant") to be issued to holders of common
stock, par value $0.01 per share, of Culligan Water Technologies, Inc.
("Culligan") in connection with the merger (the "Merger") of Palm Water
Acquisition Corp. ("Subcorp"), a wholly owned subsidiary of the
Registrant, with and into Culligan, as described in the Agreement and Plan
of Merger among the Registrant, Subcorp and Culligan, dated as of February
9, 1998 (the "Merger Agreement"), attached as Annex A to the Joint Proxy
Statement/Prospectus forming a part of this Registration Statement.
(2) The number of shares to be registered is based upon 27,564,630 being the
number of shares of Culligan Common Stock expected to be acquired in the
transaction (such number being the number of shares outstanding as of
April 24, 1998 plus all shares issuable upon the exercise of all
outstanding options to acquire Culligan Common Stock) multiplied by the
highest possible exchange ratio under the terms of the Merger Agreement of
1.875 shares of the common stock, par value $0.01 per share ("U.S. Filter
Common Stock"), of the Registrant for each share of Culligan Common Stock.
(3) Pursuant to Rule 457(f)(1) of the Securities Act, this amount represents
the maximum aggregate offering price which would be computed by using the
average of the high and low prices of U.S. Filter Common Stock reported by
the New York Stock Exchange on May 12, 1998. This amount is estimated
solely for the purpose of calculating the Registration Fee.
(4) Previously paid.
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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 OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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EXHIBIT 23.01
INDEPENDENT AUDITORS' CONSENT
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Board of Directors and Shareholders
United States Filter Corporation:
We consent to the use of our report incorporated by reference herein and the
reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Orange County, California
May 15, 1998
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INDEPENDENT AUDITORS' CONSENT
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Board of Directors and Shareholders
United States Filter Corporation:
We consent to the use of our report incorporated by reference herein and the
reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
May 15, 1998
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CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Culligan Water Technologies, Inc.:
We consent to the use of our report dated April 7, 1998 incorporated by
reference herein, with respect to the consolidated balance sheets of Culligan
Water Technologies, Inc. as of January 31, 1998 and 1997 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended January 31, 1998, which report
appears in the Form 10K/A of Culligan Water Technologies, Inc. dated May 15,
1998 and the Form 8-K dated May 12, 1998 of United States Filter Corporation. We
consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4, No. 333-52717) of United States Filter
Corporation for the registration of shares of its common stock.
KPMG Peat Marwick LLP
Chicago, Illinois
May 15, 1998
