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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 22, 1999
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UNIT INSTRUMENTS, INC.
(Exact name of Registrant as specified in its charter)
California 0-10095 33-0077406
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
22600 Savi Ranch Parkway, Yorba Linda, California 92887
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 921-2640
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 2
Exhibit Index on Page 4
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Item 1. Changes in Control of Registrant
On January 22, 1999, the shareholders of Unit Instruments, Inc. (the
"Registrant") voted in favor of a proposal to approve the Agreement and Plan of
Merger, dated as of July 2, 1998, as amended by a First Amendment to Agreement
and Plan of Merger dated August 5, 1998 and a Second Amendment to Agreement and
Plan of Merger dated November 10, 1998 (as so amended, the "Merger Agreement"),
among the Registrant, United States Filter Corporation, a Delaware corporation
("USFilter") and Kinetics Acquisition Corp., a California corporation and a
wholly-owned subsidiary of USFilter ("Subcorp") and the merger (the "Merger") of
Subcorp with and into the Registrant. The shareholders approved the Merger
Agreement and the Merger, with 2,755,602 shares voted in favor of the proposal,
73,827 shares voted against the proposal, and 826 shares abstaining, out of the
2,830,255 shares represented at the meeting in person or by proxy. A copy of the
Merger Agreement was previously filed with the Securities and Exchange
Commission on December 17, 1998, attached to the Proxy Statement/Prospectus
included as part of the Registration Statement on Form S-4, Registration
No. 333-69075, filed by USFilter.
On January 22, 1999, the Registrant and Subcorp filed an Agreement of
Merger along with an Officer's Certificate of each corporation with the
Secretary of State of the State of California. The Merger became effective upon
filing the Agreement of Merger and Officer's Certificates with the California
Secretary of State.
As a result of the Merger, the Registrant became a wholly-owned subsidiary
of USFilter and each outstanding share of the Registrant's common stock was
converted into the right to receive 0.43609 shares of USFilter Common Stock. The
purchase price was negotiated between USFilter and Registrant. On January 22,
1999, the Registrant issued a press release relating to the consummation of the
Merger. A copy of the press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit No. Description
99.1 Press Release dated January 22, 1999.
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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 thereunto duly authorized.
UNIT INSTRUMENTS, INC.
Date: January 27, 1999 By: /s/ Gary N. Patten
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Gary N. Patten
Chief Financial Officer
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
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99.1 Press Release dated January 22, 1999 5
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Exhibit 99.1
Contact: Gary N. Patten
Chief Financial Officer
714/921-2640
Roger S. Pondel
Pondel Parsons & Wilkinson
310/207-9300
Unit Instruments Announces Merger with United States Filter Corporation
YORBA LINDA, CA - January 22, 1999 - Unit Instruments, Inc. (Nasdaq: UNII)
announced that its shareholders today approved the merger between Unit
Instruments and a subsidiary of United States Filter Corporation (NYSE: USF),
("USFilter"), at Unit's Special Meeting of Shareholders. As a result of the
merger, Unit will become a wholly-owned subsidiary of USFilter and its shares
will be delisted from trading on the Nasdaq National Market, effective at the
close of business on Friday, January 22, 1999.
Pursuant to the Agreement and Plan of Merger dated July 2, 1998, as
amended, the exchange ratio for which each share of Unit Instruments Common
Stock will be exchanged for USFilter Common Stock has been established at
0.43609. Unit Shareholders will be notified, as soon as practicable, on the
procedure for surrendering their stock certificates in exchange for USFilter
Common Stock.
Unit Instruments, Inc. is a leading manufacturer of mass flow controllers
and gas delivery systems for the semiconductor and industrial markets. The
company maintains support and service centers throughout North America, Europe
and the Pacific Rim.
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