UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CULLIGAN WATER TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
230029 10 0
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(CUSIP Number)
MICHAEL D. WEINER, ESQ.
APOLLO CAPITAL MANAGEMENT, INC.
1999 AVENUE OF THE STARS, SUITE 1900
LOS ANGELES, CALIFORNIA 90067
(310) 201-4122
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(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
FEBRUARY 9, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: |X|
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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. 230029 10 0 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
3,668,163 SHARES OF COMMON STOCK
NUMBER OF ----------------------------------------------------------
8 SHARED VOTING POWER
SHARES
BENEFICIALLY
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OWNED BY 9 SOLE DISPOSITIVE POWER
3,668,163 SHARES OF COMMON STOCK
EACH
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REPORTING 10 SHARED DISPOSITIVE POWER
PERSON
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,668,163 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)
14.3%
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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. 230029 10 0 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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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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NUMBER OF 7 SOLE VOTING POWER
3,666,696 SHARES OF COMMON STOCK
SHARES ----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 3,666,696 SHARES OF COMMON STOCK
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REPORTING 10 SHARED DISPOSITIVE POWER
PERSON
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,666,696 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)
14.3%
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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, $.01 par value per share (the "Common Stock") of Culligan Water
Technologies, Inc., a Delaware corporation (the "Company"), which has its
principal executive office at One Culligan Parkway, Northbrook, Illinois 60062.
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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ITEM 4. PURPOSE OF THE TRANSACTION.
To induce United States Filter Corporation ("USF") to enter into an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 9,
1998, among USF, Palm Water Acquisition Corp., a wholly owned subsidiary of USF
("Subcorp"), and the Company, each of AIF and Lion entered into a Support/Voting
Agreement, dated as of February 9, 1998 (the "Voting Agreements"), with USF. AIF
and Lion received no consideration for entering into the Voting Agreement other
than consideration to be paid to holders of the Common Stock generally under the
Merger Agreement if the Merger (as defined below) which is described further
below is consummated.
Pursuant to the Voting Agreements, each of AIF and Lion has agreed
that all of the shares of Common Stock beneficially owned by AIF or Lion, as the
case may be, will be voted in favor the Merger and the Merger Agreement and the
transactions contemplated thereby and that neither AIF nor Lion will vote such
shares of Common Stock in favor of any Competing Transaction during the term of
the respective Voting Agreement.
Each of AIF and Lion has agreed with USF that it will not sell or
otherwise transfer or dispose of any of the shares of Common Stock beneficially
owned by it other than (i) pursuant to the Merger, (ii) with USF's prior written
consent or (iii) to the extent contractually required. Each of AIF and Lion also
agreed that it will not directly or indirectly solicit, initiate, encourage or
facilitate or negotiate, explore or otherwise engage in discussions with any
person (other than USF, Subcorp or their respective directors, officers,
employees, agents and representatives) with respect to any Competing Transaction
(as defined in the Voting Agreement) or enter into any agreement, arrangement or
understanding with respect to any Competing Transaction or agree to or otherwise
assist in the effectuation of any Competing Transaction; provided, however, that
nothing in the Voting Agreements prevents any representative of AIF or Lion from
taking any action or omitting to take any action solely as a member of the Board
of Directors of the Company required so as not to create a reasonable
possibility of a breach of such representative's fiduciary obligations as a
member of the Company Board of Directors after consultation with outside
counsel.
Pursuant to the Merger Agreement, Subcorp will be merged with and
into the Company (the "Merger") and the Company will be the surviving company in
the Merger. In the Merger, USF will issue in exchange for each issued and
outstanding share (other than treasury shares and shares owned by USF) of the
Company's common stock, par value $.01 per share ("Company Common Stock"), 1.714
shares of common stock, par value $.01 per share of USF ("USF Common Stock") if
the average of the closing prices of the shares of USF Common Stock as reported
on the New York Stock Exchange Composite Tape on each of the last ten trading
days ending on the sixth trading day prior to the date of the meeting of the
Company's stockholders at which the approval of the Merger by the Company's
stockholders is obtained (the "Average Share Price") is equal to or greater than
$35; provided, however, that (i) if the Average Share Price is less than $35,
but greater than or equal to $32, then the exchange ratio shall be equal to the
quotient obtained (rounded to the nearest ten-thousandth of a share) by dividing
$60 by the Average Share Price; and (ii) if the Average Share Price is less than
$32, the exchange ratio shall be equal to 1.875.
AIF and Lion have also entered into a Registration Rights Agreement,
dated as of February 9, 1998, by and among USF 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 will receive in the Merger.
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<PAGE>
The foregoing descriptions of the Merger Agreement, the Voting
Agreements and the Registration Rights Agreement do not purport to be complete
and are qualified in their entirety by reference to the Merger Agreement and the
Voting Agreements, a copy of each of which has been filed as an exhibit to this
Schedule 13D and is incorporated therein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the close of business on February 9, 1998, AIF and Lion
beneficially owned in the aggregate within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), 7,334,859
shares of Common Stock. Based on 25,710,809 shares of Common Stock outstanding
as of February 5, 1998 (as represented in the Merger Agreement), the Reporting
Persons beneficially own in the aggregate 28.5% 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 Person, 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."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Support/Voting Agreement, dated as of February 9, 1997 between
United States Filter Corporation and Apollo Investment Fund, L.P.
(incorporated by reference to the Current Report on Form 8-K of the
Company dated February 10, 1998).
Exhibit 2 Support/Voting Agreement, dated as of February 9, 1997
between United States Filter Corporation and Lion Advisors, L.P.
(incorporated by reference to the Current Report on Form 8-K of the
Company dated February 10, 1998).
Exhibit 3 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 the Company dated February 10, 1998).
Exhibit 4 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 USF 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.
February 13, 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
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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.
February 13, 1998
LION ADVISORS, L.P.
By: Lion Capital Management, Inc.,
General Partner
By: /s/ Michael D. Weiner
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Name: Michael D. Weiner
Title: Vice President, Lion Capital
Management, Inc.
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<PAGE>
INDEX OF EXHIBITS
Exhibit 1 Support/Voting Agreement, dated as of February 9, 1997 between
United States Filter Corporation and Apollo Investment Fund, L.P.
(incorporated by reference to the Current Report on Form 8-K of the
Company dated February 10, 1998).
Exhibit 2 Support/Voting Agreement, dated as of February 9, 1997
between United States Filter Corporation and Lion
Advisors, L.P. (incorporated by reference to the
Current Report on Form 8-K of the Company dated
February 10, 1998).
Exhibit 3 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 the Company dated February 10, 1998).
Exhibit 4 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 USF 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.
