UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES FILTER CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
911843 20 9
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(CUSIP Number)
MICHAEL D. WEINER, ESQ.
APOLLO ADVISORS, L.P.
1999 AVENUE OF THE STARS, SUITE 1900
LOS ANGELES, CALIFORNIA 90067
(310) 201-4100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 15, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of [Sections]240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box: |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See [Section]240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 911843 20 9 Page 2 of 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO INVESTMENT FUND, L.P.
223064907
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
6,877,805 SHARES OF COMMON STOCK
NUMBER OF
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8 SHARED VOTING POWER
SHARES 13,752,860 SHARES OF COMMON STOCK
BENEFICIALLY
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9 SOLE DISPOSITIVE POWER
OWNED BY 6,877,805 SHARES OF COMMON STOCK
EACH
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10 SHARED DISPOSITIVE POWER
REPORTING 13,752,860 SHARES OF COMMON STOCK
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,752,860 SHARES OF COMMON STOCK
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 911843 20 9 Page 3 of 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LION ADVISORS, L.P.
133582974
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
2 (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
6,875,055 SHARES OF COMMON STOCK
NUMBER OF
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8 SHARED VOTING POWER
SHARES 13,752,860 SHARES OF COMMON STOCK
BENEFICIALLY
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9 SOLE DISPOSITIVE POWER
OWNED BY 6,875,055 SHARES OF COMMON STOCK
EACH
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10 SHARED DISPOSITIVE POWER
REPORTING 13,752,860 SHARES OF COMMON STOCK
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,752,860 SHARES OF COMMON STOCK
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D is being filed with respect to the
Common Stock, $0.01 par value per share ("USF Common Stock") of United States
Filter Corporation, a Delaware corporation (the "Company"), which has its
principal executive office at 40-004 Cook Street, Palm Desert, California 92211.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed jointly on behalf of Apollo
Investment Fund, L.P. ("AIF") and Lion Advisors, L.P. ("Lion" and together with
AIF, the "Reporting Persons"). Each of the Reporting Persons is principally
engaged in the business of investment in securities.
The managing general partner of AIF is Apollo Advisors, L.P.,
a Delaware limited partnership ("Advisors"). Advisors is principally engaged in
the business of serving as managing general partner of AIF. The general partner
of Advisors is Apollo Capital Management, Inc., a Delaware corporation ("Apollo
Capital"). The directors of Apollo Capital are Leon Black and John Hannan.
Apollo Capital is principally engaged in the business of serving as general
partner of Advisors. The administrative general partner of AIF is Apollo Fund
Administration Ltd., a Cayman Islands corporation ("Apollo Administration").
Apollo Administration is principally engaged in the business of serving as
administrative general partner of AIF.
Lion serves as representative for certain institutional investment
accounts over which Lion holds investment, voting and dispositive power. The
general partner of Lion is Lion Capital Management, Inc., a Delaware corporation
("Lion Capital"). The directors of Lion Capital are Leon Black and John Hannan.
Lion Capital is principally engaged in the business of serving as general
partner of Lion.
The principal offices of Advisors, Apollo Capital, Lion and Lion
Capital is Two Manhattanville Road, Purchase, New York 10577. The principal
offices of AIF and Apollo Administration is c/o CIBC Bank and Trust Company,
Grand Cayman, Cayman Islands, British West Indies.
Set forth in Appendix A attached hereto and incorporated herein by
reference are the names, business addresses, principal occupation and
citizenship of each executive officer and director of the Reporting Persons and
other entities as to which such information is required to be disclosed in
response to Item 2 and General Instruction C to Schedule 13D.
During the last five years, none of the Reporting Persons, Advisors,
Apollo Capital, Apollo Administration, or Lion Capital, or, to the best of their
respective knowledge, any executive officer or director of such entities, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See the information set forth under "Item 4. Purpose of the
Transaction."
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<PAGE>
ITEM 4. PURPOSE OF THE TRANSACTION.
The Company entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of February 9, 1998, with Culligan Water Technology Inc.
("Culligan") and Palm Water Acquisition Corp., a wholly owned subsidiary of the
Company ("Subcorp"). Pursuant to the Merger Agreement, on June 15, 1998,
Culligan merged with and into Subcorp (the "Merger") with Culligan surviving the
Merger and becoming a wholly owned subsidiary of the Company. In the Merger, the
Company issued in exchange for each issued and outstanding share (other than
treasury shares and shares owned by the Company) of Common Stock, par value
$0.01 per share of Culligan ("Culligan Common Stock"), 1.875 shares of USF
Common Stock. Accordingly, the 7,334,859 shares of Culligan Common Stock
beneficially owned by AIF and Lion in the aggregate were converted into an
aggregate of 13,752,860 shares of USF Common Stock. In addition, pursuant to the
Merger Agreement, the Company agreed to elect one person selected by the
Culligan Board of Directors prior to the effectiveness of the Merger as a
director of the Company. The Culligan Board of Directors nominated Marc J. Rowan
to become a member of the Company's Board of Directors. Mr. Rowan, now a former
member of the Culligan Board of Directors, is a Vice President of each of Apollo
Capital and Lion Capital.
AIF and Lion are parties to a Registration Rights Agreement, dated as
of February 9, 1998, by and among the Company and the persons and entities
listed on the signature pages thereof (the "Registration Rights Agreement"). The
Registration Rights Agreement provides AIF and Lion with certain demand and
"piggy-back" registration rights with respect to the shares of USF Common Stock
they received in the Merger.
The foregoing descriptions of the Merger Agreement and the
Registration Rights Agreement do not purport to be complete and are qualified in
their entirety by reference to the Merger Agreement, a copy of which has been
filed as an exhibit to the Current Report on Form 8-K of Culligan dated February
10, 1998, and the Registration Rights Agreement, a copy of which has been filed
as an exhibit to the Current Report on Form 8-K of the Company dated February
10, 1998, respectively, each of which is hereby incorporated herein and as an
exhibit hereto by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Upon consummation of the Merger, AIF and Lion beneficially own, in the
aggregate within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), 13,752,860 shares of Common Stock. Based
on the 108,515,187 shares of Common Stock outstanding as of April 23, 1998 (as
stated in the Joint Proxy Statement/Prospectus of the Company and Culligan dated
May 15, 1998) and the 48,517,038 shares of USF Common Stock issued to Culligan
stockholders in the Merger, the Reporting Persons beneficially own in the
aggregate 8.7% of the outstanding Common Stock of the Company. Reference is made
to the information contained on the cover pages to this Schedule 13D.
Except as set forth or incorporated by reference herein, neither the
Reporting Persons, nor, to the best of its knowledge, any executive officer or
director of the Reporting Persons, has effected any transaction in the Common
Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
See the information set forth under "Item 4. Purpose of the
Transaction."
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<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger, dated as of February 9, 1997,
among Culligan Water Technologies, Inc., United States Filter
Corporation, and Palm Water Acquisition Corp. (incorporated by
reference to the Current Report on Form 8-K of Culligan dated
February 10, 1998).
Exhibit 2 Registration Rights Agreement, dated as of February 9, 1998,
by and among United States Filter Corporation and The Persons
and Entities Listed on the Signature Pages Thereof
(incorporated by reference to the Current Report on Form 8-K
of the Company dated February 10, 1998).
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 23, 1998
APOLLO INVESTMENT FUND, L.P.
By: Apollo Advisors, L.P., its General Partner,
By: Apollo Capital Management, Inc., its
General Partner
By: /s/ Michael D. Weiner
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management, Inc.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 23, 1998
LION ADVISORS, L.P.
By: Lion Capital Management, Inc.,
General Partner
By: /s/ Michael D. Weiner
Name: Michael D. Weiner
Title: Vice President, Lion Capital
Management, Inc.
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<PAGE>
INDEX OF EXHIBITS
Exhibit 1 Agreement and Plan of Merger, dated as of February 9, 1997,
among Culligan Water Technologies, Inc., United States Filter
Corporation, and Palm Water Acquisition Corp. (incorporated by
reference to the Current Report on Form 8-K of Culligan dated
February 10, 1998).
Exhibit 2 Registration Rights Agreement, dated as of February 9, 1998,
by and among United States Filter Corporation and The Persons
and Entities Listed on the Signature Pages Thereof
(incorporated by reference to the Current Report on Form 8-K
of the Company dated February 10, 1998).
<PAGE>
EXHIBIT A
The following sets forth information with respect to the general
partners, executive officers, directors and principal shareholders of the
Reporting Persons.
The directors and executive officers of each of Apollo Capital and
Lion Capital are Leon Black and John Hannan. Mr. Black serves as President and
Mr. Hannan serves as Vice President of each Reporting Person. The principal
occupation of each of Leon D. Black and John Hannan, each of whom is a United
States citizen, is to act as an executive officer and director of Apollo Capital
and Lion Capital as well as certain other affiliated entities engaged in the
business of securities investments.
Messrs. Black's and Hannan's business address is 1301 Avenue of the
Americas, New York, New York 10019.
Peter Henry Larder, Michael Francis Benedict Gillooly, Ian Thomas
Patrick and Martin William Laidlaw, each of whom is a British citizen, each
serves as a director of Administration. Each of the above four individuals is
principally employed by CIBC Bank and Trust Company (Cayman) Limited ("CIBC") in
the following positions: Mr. Larder, Managing Director; Mr. Gillooly, Deputy
Managing Director; Mr. Patrick, Manager-Accounting Services; and Mr. Laidlaw,
Senior Fund Accountant. CIBC is a Cayman Islands corporation which is
principally engaged in the provision of trust, banking and corporate
administration services, the principal address of which is Edward Street, Grand
Cayman, Cayman Islands, British West Indies. It provides accounting,
administrative and other services to Administration pursuant to a contract. Mr.
Black, is the principal beneficial owner of the stock of each of Apollo Capital,
Lion Capital and Administration.
