As filed with the Securities and Exchange Commission
on June 28, 1999
Registration No. 33-63325
--------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------
UNITED STATES FILTER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
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)
-------------------
STEPHEN P. STANCZAK
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)
-------------------
Copy to:
JANICE C. HARTMAN
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222
(412) 355-6500
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
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. / /
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. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<PAGE>
EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-3 (Registration No.
33-63325) (the "Registration Statement"), United States Filter Corporation, a
Delaware corporation (the "Registrant"), offered for sale 4,448,743 shares of
its common stock, par value $.01 per share (the "Common Stock"). The Registrant
hereby amends the Registration Statement by filing this Post-Effective Amendment
No. 2.
On April 29, 1999, pursuant to an Agreement and Plan of Merger, dated as
of March 22, 1999, EAU Acquisition Corp., a Delaware corporation and a
subsidiary of Vivendi, a societe anonyme organized under the laws of France (the
"Parent"), merged (the "Merger") with and into the Registrant, with the
Registrant surviving as a wholly-owned subsidiary of the Parent.
As a result of the Merger, the offering described in the Registration
Statement has been terminated. This Post-Effective Amendment is being filed
solely to remove from registration 4,448,743 shares of Common Stock offered
under the Registration Statement which remained unsold at the termination of the
offering.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
24.1 Power of Attorney (filed herewith)
3
<PAGE>
Reg. No. 33-63325
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 the Registrant
has duly caused this post-effective amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palm Desert, State of
California, on June 24, 1999.
UNITED STATES FILTER CORPORATION
By: /s/ Richard J. Heckmann
---------------------------
Richard J. Heckmann
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE CAPACITY DATE
Chairman of the Board and
/s/ Richard J. Heckmann Chief Executive Officer
- ----------------------- (Principal Executive Officer) June 24, 1999
Richard J. Heckmann and a Director
Executive Vice President and
/s/ Kevin L. Spence Chief Financial Officer June 24, 1999
- ----------------------- (Principal Financial Officer)
Kevin L. Spence
Vice President, Controller
/s/ James W. Dierker and Treasurer (Principal June 24, 1999
- ----------------------- Accounting Officer)
James W. Dierker
Director
- -----------------------
Daniel Caille
Director June 24, 1999
*
- -----------------------
Arthur B. Laffer
4
<PAGE>
Reg. No. 33-63325
Director
- -----------------------
Eric Licoys
* Director June 24, 1999
- -----------------------
Jean Marie Messier
Director
* June 24, 1999
- -----------------------
Alfred E. Osborne, Jr.
Director
- -----------------------
Henri Proglio
* By: /s/ Kevin L. Spence June 24, 1999
----------------------
Kevin L. Spence
Attorney in Fact
5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
24.1 Power of Attorney (filed herewith)
6
Exhibit 24.1
POWER OF ATTORNEY
Know all persons by these presents, that the undersigned hereby
constitutes and appoints Richard J. Heckmann and Kevin L. Spence, and each of
them, the undersigned's true and lawful attorney-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to the
following Registration Statements, including post-effective amendments, and to
file the same, with all exhibits thereto, and other documentation in connection
therewith, with the Securities and Exchange Commission:
o Registration Statement on Form S-8 (No. 33-49382)
o Registration Statement on Form S-8 (No. 33-56744)
o Registration Statement on Form S-8 (No. 33-63285)
o Registration Statement on Form S-8 (No. 33-63287)
o Registration Statement on Form S-8 (No. 33-73542)
o Registration Statement on Form S-8 (No. 33-82424)
o Registration Statement on Form S-8 (No. 33-89662)
o Registration Statement on Form S-8 (No. 333-16069)
o Registration Statement on Form S-8 (No. 333-16083)
o Registration Statement on Form S-8 (No. 333-30783)
o Registration Statement on Form S-8 (No. 333-45955)
o Registration Statement on Form S-8 (No. 333-67423)
o Registration Statement on Form S-8 (No. 333-67283)
o Registration Statement on Form S-8 (No. 333-67285)
o Registration Statement on Form S-8 (No. 333-67289)
o Registration Statement on Form S-4 (No. 333-39711)
o Registration Statement on Form S-4 (No. 333-52717)
o Registration Statement on Form S-3 (No. 33-58141)
o Registration Statement on Form S-3 (No. 33-63263)
o Registration Statement on Form S-3 (No. 33-63325)
o Registration Statement on Form S-3 (No. 33-85026)
o Registration Statement on Form S-3 (No. 333-07757)
o Registration Statement on Form S-3 (No. 333-18889)
o Registration Statement on Form S-3 (No. 333-19489)
o Registration Statement on Form S-3 (No. 333-20753)
o Registration Statement on Form S-3 (No. 333-22395)
o Registration Statement on Form S-3 (No. 333-24465)
o Registration Statement on Form S-3 (No. 333-45981)
7
<PAGE>
The undersigned hereby grants unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in or about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17th day of June, 1999.
/s/ Jean-Marie Messier
----------------------
Jean-Marie Messier
8
