As filed with the Securities and Exchange Commission on August 6, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CULLIGAN WATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 2873 51-0350629
(State or other (Primary Standard (IRS Employer
jurisdiction Industrial Identification Number)
of incorporation or Classification Code
organization) Number)
Edward A. Christensen, Esq.
Culligan Water Technologies, Inc.
One Culligan Parkway
Northbrook, Illinois 60062
(847) 205-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Copies to:
Gregory A. Fernicola, Esq. David H. Kaufman, Esq.
Skadden, Arps, Slate, Meagher & Stroock & Stroock & Lavan LLP
Flom LLP 180 Maiden Lane
919 Third Avenue New York, New York 10038
New York, New York 10022 (212) 806-5400
(212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon
as practicable after the Registration Statement becomes effective.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. ( )
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount
Securities to be to be Offering Aggregate of Regis-
Registered Registered(1) Price Per Offering tration Fee
Unit (2) Price
Common Stock, par
value $.01 per share
(including the
associated Rights to
purchase Series A
Junior Participating
Preferred Stock)(3) .. 6631 $42.19 $279,762 $85
(1) Represents additional shares of Common Stock, par value $.01 per share
("Culligan Common Stock"), of Culligan Water Technologies, Inc.
("Culligan"), issuable pursuant to the Amended and Restated Agreement
and Plan of Merger and Reorganization described in the Joint Proxy
Statement/Prospectus included in the Registration Statement on Form S-
4 of Culligan (File No. 333-26953) and incorporated herein by
reference.
(2) Estimated solely for purposes of calculating the registration fee
required under Section 6(b) of the Securities Act of 1933, as amended
(the "Securities Act"), and calculated pursuant to Rule 457 under the
Securities Act, based on the average of the high and low prices
reported for a share of Culligan Common Stock on July 31, 1997, as
reported on the New York Stock Exchange Composite Tape.
(3) Rights to purchase Series A Junior Participating Preferred Stock of
Culligan are attached to and trade with the shares of Culligan Common
Stock being registered hereby. Value attributed to such rights, if
any, is reflected in the market price of Culligan Common Stock.
This registration statement is being filed with respect to the
registration of additional shares of common stock, par value $.01 per
share, of Culligan Water Technologies, Inc., a Delaware corporation
("Culligan"), pursuant to Rule 462(b) under the Securities Act. The
contents of the Registration Statement on Form S-4 of Culligan (File No.
333-26953), including the exhibits thereto, are incorporated by reference
into this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Culligan has duly caused this Registration Statement, or an
amendment thereto, to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Northbrook, State of Illinois, on the 6th
day of August, 1997.
CULLIGAN WATER TECHNOLOGIES, INC.
By /s/ Edward A. Christensen
________________________________
Name: Edward A. Christensen
Title: Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement, or an amendment thereto, has been
signed below by the following persons in the capacities and on the dates
indicated.
SIGNATURES TITLE DATE
* President, Chief Executive Officer August 6, 1997
- ----------------------- and Director (Principal Executive
DOUGLAS A. PERTZ Officer)
* Vice President Finance and August 6, 1997
- ----------------------- Chief Financial Officer
MICHAEL E. SALVATI (Principal Financial
Officer and Principal
Accounting Officer)
* Director August 6, 1997
- -----------------------
ANDREW AFRICK
* Director August 6, 1997
- ------------------------
R. THEODORE AMMON
* Director August 6, 1997
- ------------------------
BERNARD ATTAL
* Director August 6, 1997
- -------------------------
LEON D. BLACK
* Director August 6, 1997
- -------------------------
ROBERT H. FALK
* Director August 6, 1997
- -------------------------
MARK H. RACHESKY
* Director August 6, 1997
- -------------------------
ROBERT L. ROSEN
* Director August 6, 1997
- -------------------------
MARK J. ROWAN
* Director August 6, 1997
- -------------------------
STEPHEN SOLARZ
* Director August 6, 1997
- -------------------------
CARL SPIELVOGEL
*By: /s/ Edward A. Christensen
---------------------------
EDWARD A. CHRISTENSEN
ATTORNEY-IN-FACT
EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Merger and Reorganization, dated as of
February 5, 1997, by and among Culligan, Culligan Water Company,
Inc., Ametek, Inc. and Ametek Aerospace Products, Inc. (included
as Appendix A to Part I of the Registration Statement on Form S-4
of Culligan (File No. 333-26953) and incorporated herein by
reference).
3.1 Amended and Restated Certificate of Incorporation of Culligan,
as amended.*
3.2 Amended and Restated By-laws of Culligan, as amended and
restated.*
4.1 Rights Agreement, dated as of September 13, 1996, between Culligan
and The First National Bank of Boston, as Rights Agent.***
5.1 Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP
with respect to the legality of the securities to be issued in
the Merger.**
8.1 Internal Revenue Service Private Letter Ruling regarding tax
matters.**
10.1 Credit Agreement, dated as of July 14, 1995 (the "Credit
Agreement"), among Culligan, Culligan International Company
("Culligan International") and the other Borrowers as defined
therein, the financial institutions named therein as Lenders
(the "Lenders"), Credit Lyonnaise, New York Branch and Wells
Fargo Bank, National Association, as Co-Agents for the Lenders,
and The First National Bank of Boston, as Managing Agent for the
Lenders (the "Managing Agent").*
10.2 Stock Pledge Agreement dated as of July 14, 1995 between Culligan
International and the Managing Agent for the benefit of the
Lenders.*
10.3 Stock Pledge Agreement dated as of July 14, 1995 between Culligan
and the Managing Agent for the benefit of the Lenders.*
10.4 International Pledge Agreement dated as of July 14, 1995 among the
Pledgors as defined therein and the Managing Agent for the benefit
of the Lenders.*
10.5 Note Pledge Agreement dated as of July 14, 1995 between Culligan
International and the Managing Agent for the benefit of the
Lenders.*
10.6 Form of the Culligan's 1995 Stock Option and Incentive Award
Plan.*
10.7 Employment Agreement, dated as of December 15, 1994, between
Culligan International and Douglas A. Pertz.*
10.8 Tax Sharing Agreement, dated as of July 14, 1995, between
Samsonite and Culligan.*
10.9 Culligan Supplemental Retirement Plan, dated July 1, 1991.*
10.10 Amended and Restated Registration Rights Agreement, dated
November 2, 1995.***
10.11 Form of Indemnification Agreement entered into by Culligan with
each of its officers and directors.*
10.12 Amendment No. 1, dated as of January 29, 1996, to the Credit
Agreement.***
10.13 Amendment No. 2, dated as of August 1996, to the Credit
Agreement.***
12.1 Statement regarding computation of ratio of earnings to fixed
charges.**
21.1 List of Subsidiaries.**
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained
in its opinion in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.**
23.3 Consent of Ernst & Young LLP.**
23.4 Consent of Goldman, Sachs & Co.**
24.1 Powers of Attorney (included on the signature page of the
Registration Statement on Form S-4 of Culligan (File No.
333-26953) and incorporated by reference herein).
99.1 Form of Proxy Solicited by the Board of Directors of AMETEK,
Inc. (relating to the special meeting of stockholders of AMETEK,
Inc.).**
99.2 Form of Letter of Transmittal (relating to the merger of AMETEK,
Inc. with and into a wholly owned subsidiary of Culligan).**
__________
* Incorporated by reference to Culligan's Registration Statement on Form
10, filed with the Commission on September 1, 1995.
** Incorporated by reference to the Registration Statement on Form S-4 of
Culligan (File No. 333-26953).
*** Incorporated by reference to Culligan's Annual Report on Form 10-K
for the Fiscal Year Ended January 31, 1996, with the Commission on
April 30, 1996.
