<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 9, 1998
UNITED STATES FILTER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0266015
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40-004 COOK STREET, PALM
DESERT, CA 92211
(Address of principal (Zip Code)
executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (760) 340-0098
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS
During the fiscal year ended March 31, 1998, the Company completed the
acquisition of Memtec Limited ("Memtec") in a transaction accounted for
utilizing the purchase method of accounting. On June 15, 1998, a wholly owned
subsidiary of the Company acquired Culligan Water Technologies, Inc.
("Culligan") in a transaction accounted for as a pooling of interests.
Accordingly, the historical financial information has been restated to include
the accounts of Culligan as reported in the Current Report on Form 8-K/A dated
June 15, 1998 and filed September 17, 1998. Prior to being acquired by the
Company, Culligan acquired The Water Filtration Business of Ametek, Inc.
("Ametek") and Protean plc ("Protean") in its fiscal year ended January 31,
1998. Both of these acquisitions were accounted for as purchases in Culligan's
fiscal year ended January 31, 1998.
Provided herein are the pro forma results of operations had each of Memtec,
Ametek and Protean been acquired at the beginning of the Company's fiscal year
ended March 31, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
<TABLE>
<S> <C>
Unaudited Pro Forma Combined Financial Information 2
Unaudited Pro Forma Combined Statement of Operations 4
Notes to Unaudited Pro Forma Combined Financial Information 5
</TABLE>
1
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Subsequent to the Company's year end, on June 15, 1998, a wholly owned
subsidiary of the Company and Culligan Water Technologies, Inc. ("Culligan")
consummated a merger and acquisition in a tax free reorganization. The Company
issued approximately 48.6 million shares of the Company's common stock for all
of the outstanding common stock of Culligan (1.875 shares of the Company's
common stock for each outstanding share and each outstanding option or other
right to acquire a share of Culligan common stock, par value $.01). In
addition, the Company assumed approximately $491.7 million of third party
institutional debt. The acquisition of Culligan was accounted for as a pooling
of interests and, accordingly, historical consolidated financial information of
the Company has been restated to include Culligan. In restating the historical
consolidated financial data for this transaction, the results of U.S. Filter for
the fiscal year ended March 31, 1998 (U.S. Filter's most recent fiscal year end)
were combined with the results of Culligan for the fiscal year ended January 31,
1998 (Culligan's most recent fiscal year end). Effective December 2, 1997,
Culligan acquired Protean for approximately $174.5 million in cash and effective
August 1, 1997, Culligan acquired Ametek for approximately $155.0 million in
Culligan common stock and cash in lieu of fractional shares.
On December 9, 1997, the Company acquired approximately 96% of the outstanding
shares of Memtec Limited ("Memtec"). The remaining Memtec shares were acquired
on February 5, 1998. The total purchase price for all Memtec shares was
approximately $397.2 million (including estimated transaction costs of
approximately $10.6 million) and was allocated to the assets and liabilities of
Memtec based on their respective fair values. The value of developed technology
was approximately $57.2 million and is being amortized on a straight-line basis
over 25 years. The value of other intangibles assets including patents,
trademarks, license and distribution fees was approximately $7.3 million, and is
being amortized over periods ranging from 5 to 12 years. The Company also
acquired from Memtec certain in-process research and development projects that
had not reached technological feasibility and that had no alternative future
uses. Such projects were valued by an independent appraiser using a risk
adjusted cash flow model under which expected future cash flows were discounted,
taking into account risks related to existing and future markets and assessments
of the life expectancy of the projects. The estimated market value of such in-
process research and development projects was $299.5 million and was expensed at
the acquisition date. The allocation of the purchase price of Memtec is final
and is not expected to change materially subsequent to March 31, 1998.
The following unaudited pro forma data is based on the historical combined
statements of the Company (as restated for the acquisition of Culligan accounted
for as a pooling), Memtec, Ametek and Protean giving effect to the acquisition
of Memtec as well as Culligan's acquisitions of Ametek and Protean under the
purchase method of accounting. Under the purchase method of accounting, assets
acquired and liabilities assumed will be recorded at their estimated fair value
at the date of acquisition. The pro forma adjustments set forth in the
following unaudited pro forma combined financial information are estimated and
may differ from the actual adjustments when they become known; however, no
material differences are anticipated by the Company.
The unaudited pro forma combined financial information presents the Unaudited
Pro Forma Combined Statement of Operations for the fiscal year ended March 31,
1998, giving effect to the acquisitions of Memtec, Ametek and Protean, as if
each of the acquisitions had been consummated at the beginning of the earliest
period presented. The Unaudited Pro Forma Combined Statement of Operations for
the fiscal year ended March 31, 1998 combines (i) the results of the Company (as
restated for the acquisition of Culligan which was accounted for as a pooling of
interests), (ii) the results of Memtec for the period beginning on April 1, 1997
and ending immediately prior to Memtec being acquired by the Company on December
9, 1997, (iii) the results of Protean for the nine months ended September 30,
1997 and (iv) the results of Ametek for the period beginning February 1, 1997
and ending immediately prior to Ametek being acquired by Culligan on August 1,
1997. The assets and liabilities of Memtec, Ametek and Protean are included in
the Company's balance sheet as of March 31, 1998 (as restated for the pooling of
interests with Culligan and filed on September 18, 1998
2
<PAGE>
with the Securities and Exchange Commission on Form 8-K/A dated June 15, 1998)
as these acquisitions were complete prior to March 31, 1998.
The historical financial statements of Protean were prepared in accordance
with UK generally accepted accounting principles ("UK GAAP"), which differs in
certain respects from US generally accepted accounting principles ("US GAAP").
Certain reclassifications have been made to the historical financial statements
of Protean to conform to the Company's presentation.
The following unaudited pro forma combined financial information does not
reflect certain cost savings that the Company believes may be realized following
the Culligan and Memtec acquisitions as well as Culligan's acquisitions of
Protean and Ametek. Such cost savings are expected to be realized primarily
through the elimination of certain overhead expenses and geographic overlap and
the implementation of strict cost controls and standardized operating
procedures. Additionally, the Company believes that such acquisitions will
enable it to realize increased operating efficiencies and economies of scale
including enhanced purchasing power and increased asset utilization.
The pro forma data is provided for illustrative purposes only. It does not
purport to be indicative of the results that actually would have occurred if the
acquisitions of Culligan and Memtec, as well as Culligan's acquisitions of
Protean and Ametek had been consummated on the dates indicated or that may be
obtained in the future. The unaudited pro forma combined financial information
should be read in conjunction with the notes thereto, the audited consolidated
financial statements and notes thereto of the Company and Memtec incorporated
herein by reference.
3
<PAGE>
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31, 1998 (NOTE a)
--------------------------------------------------------------------------------------------
HISTORICAL PRO FORMA
------------------------------------------ --------------------------------------------
ADJUSTMENTS
---------- -------- ------- -------- INCREASE
COMPANY MEMTEC AMETEK PROTEAN (DECREASE) NOTES COMBINED
---------- -------- ------- -------- ----------- ------------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $3,740,324 $168,503 $38,381 $104,129 $4,051,337
Cost of sales 2,740,787 106,412 24,623 54,926 2,926,748
---------- -------- ------- -------- ----------
Gross profit 999,537 62,091 13,758 49,203 1,124,589
Selling, general and
administrative expenses 725,249 53,130 7,206 34,683 3,815 a(i), a(ii), 824,083
a(iii), a(iv)
Purchased in-process research and
development 355,308 - - - 355,308
Merger, restructuring, acquisition
and other related charges 150,582 2,714 - - 153,296
---------- -------- ------- -------- ----------
1,231,139 55,844 7,206 34,683 1,332,687
---------- -------- ------- -------- ----------
Operating income (loss) (231,602) 6,247 6,552 14,520 (208,098)
---------- -------- ------- -------- ----------
Other income (expense):
Interest expense (63,790) (3,869) - (1,593) (24,969) a(v) (94,221)
Interest and other income 38,212 92 83 867 39,254
---------- -------- ------- -------- ----------
(25,578) (3,777) 83 (726) (54,967)
---------- -------- ------- -------- ----------
Income (loss) before income
tax expense (257,180) 2,470 6,635 13,794 (263,065)
Income tax expense 48,221 1,543 2,744 4,826 (8,739) a(vi) 48,595
---------- -------- ------- -------- ----------
Net income (loss) $ (305,401) $ 927 $ 3,891 $ 8,968 $ (311,660)
========== ======== ======= ======== ==========
Net income (loss) per common
share:
Basic $ (2.18) $ (2.18)
========== ==========
Diluted $ (2.18) $ (2.18)
========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE PRO FORMA COMBINED
FINANCIAL DATA.
4
<PAGE>
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
a. The Unaudited Pro Forma Combined Statement of Operations for the fiscal year
ended March 31, 1998 combines (i) the results of the Company (as restated
for the acquisition of Culligan which was accounted for as a pooling of
interests), (ii) the results of Memtec for the period beginning on April 1,
1997 and ending immediately prior to Memtec being acquired by the Company on
December 9, 1997, (iii) the results of Protean for the nine months ended
September 30, 1997 and (iv) the results of Ametek for the period beginning
February 1, 1997 and ending immediately prior to Ametek being acquired by
Culligan on August 1, 1997.
The Unaudited Pro Forma Combined Statement of Operations gives effect to the
following adjustments:
<TABLE>
<CAPTION>
Fiscal Year
Ended March 31,
1998
---------------
(in thousands)
<C> <S> <C>
(i) To adjust selling, general and administrative expenses to reflect
amortization expense of developed technology of $57.2 million acquired
in connection with the acquisition of Memtec, with such developed
technology amortized over 25 years. $ 1,716
=======
(ii) To adjust selling, general and administrative expenses to eliminate
amortization expense of existing goodwill recorded by Memtec prior its
acquisition by the Company, with such goodwill of $57.5 million
previously being amortized over 40 years. $(1,078)
=======
(iii) To adjust selling, general and administrative expenses to reflect the
goodwill amortization from Culligan's acquisitions of Ametek and
Protean, with such goodwill of $161.6 million amortized over 40 years. $ 2,710
=======
(iv) To adjust selling, general and administrative expenses to reflect
amortization expense of developed technology of $37.4 million acquired
in connection with Culligan's acquisition of Ametek, with such
developed technology amortized over 40 years. $ 467
=======
(v) To adjust interest expense related to the debt of approximately
$562,364,000 incurred to finance the acquisition of Memtec as well as
Culligan's acquisition of Protean. Interest on the debt is assumed to
be either financed by or refinanced by borrowings under U.S. Filter's
Senior Credit Facility at an assumed effective rate of 5.92% per annum.
The assumed effective interest of 5.92% on borrowings under U.S. Filter's
Senior Credit Facility is subject to variability. A 0.125% increase-decrease
in the assumed effective interest rate incrementally decreases-increases pro
forma combined net income $325,000 for the year ended March 31, 1998.
$24,969
=======
(vi) To adjust the provision of income taxes for each of the pro forma
adjustments assuming the statutory rate of 35%. The pro forma
adjustments related to the amortization of goodwill and developed
technology are assumed to be non-deductible in the computation of
taxable income. $ 8,739
=======
</TABLE>
5
<PAGE>
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: November 9, 1998
By: /s/ Kevin L. Spence
_________________________
Kevin L. Spence
Executive Vice President/
Chief Financial Officer
6
