SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 16, 1998
United States Filter Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-10728 33-0266015
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40-004 Cook Street, Palm Desert, California 92211
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 760-340-0098
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Item 2. Acquisition or Disposition of Assets.
On January 16, 1998, United States Filter Corporation, a Delaware
corporation (the "Company"), through a wholly-owned subsidiary, U.S. Filter/KG
Acquisition Corp. ("Acquisition"), completed the acquisition of all of the
outstanding capital stock of The Kinetics Group, Inc., a Delaware corporation
("Kinetics"), pursuant to a Merger Agreement dated as of December 31, 1997 by
and among the Company, Acquisition, Kinetics and certain stockholders of
Kinetics. The acquisition was effective as of December 31, 1997. The transaction
was structured as a tax-free merger and will be accounted for as a pooling
of interests. The Company intends to continue the historic business of Kinetics.
The purchase price for Kinetics was $230.0 million (the "Purchase Price").
The Purchase Price was paid by delivery of 5,803,803 shares of the Company's
Common Stock, par value $.01 (the "Company Shares"), based on an exchange ratio
of approximately .58 shares of Common Stock of the Company for every share of
capital stock of Kinetics (the "Conversion Ratio"), and the repayment of
approximately $50.0 million of third party institutional debt. The Company
Shares were valued for this purpose at $31.259 per share. The Company agreed to
establish a shelf registration for the Company Shares after closing. The
consideration for the acquisition of such capital stock was determined by arms'
length negotiations between representatives of the parties.
Kinetics is the leading U.S. provider and manufacturer of
sophisticated high purity process piping systems and is also a major U.S.
integrator of high purity water, fluid and gas handling systems that are
critical to the pharmaceutical, biotechnology and microelectronics industries.
Kinetics offers turnkey solutions to its customers, who are industry-leading
manufacturers in their respective market areas.
The foregoing is qualified in its entirety by the text of the Merger
Agreement incorporated herein by reference as an Exhibit hereto.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required to be filed by this Item
will be filed by amendment not later than 60 days after January 31, 1998.
(b) Pro Forma Financial Information.
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The financial statements required to be filed by this Item
will be filed by amendment not later than 60 days after January 31, 1998.
(c) Exhibits.
Exhibit No. Description
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2.1 Merger Agreement dated as of December 31,
1997, among United States Filter Corporation,
U.S. Filter/KG Acquisition Corp., The
Kinetics Group, Inc., The Bianco Family 1991
Trust, Dated February 1, 1991, David J.
Shimmon and BT Capital Partners, Inc.
(incorporated by reference to the Company's
Current Report on Form 8-K dated as of
December 31, 1997)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
United States Filter Corporation
Date: January 23, 1998 By: /s/ Damian C. Georgino
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Damian C. Georgino
Senior Vice President,
General Counsel and
Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Merger Agreement dated as of
December 31, 1997, among
United States Filter
Corporation, U.S. Filter/KG
Acquisition Corp., The
Kinetics Group, Inc., The
Bianco Family 1991 Trust,
Dated February 1, 1991, David
J. Shimmon and BT Capital
Partners, Inc. (incorporated
by reference to the Company's
Current Report on Form 8-K
dated as of December 31, 1997)
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