Filed pursuant to
Rule 424(b)(3)
Registration No. 333-40203
Prospectus
CULLIGAN WATER TECHNOLOGIES, INC.
352,240 SHARES OF COMMON STOCK
This Prospectus relates to the offering from time to time of
up to 352,240 of Common Stock, par value $.01 per share (the
"Common Stock"), of Culligan Water Technologies, Inc., a Delaware
corporation (the "Company"), by certain stockholders of the Company
(the "Selling Stockholders"). The Common Stock offered hereby was
issued as consideration to the Selling Stockholders in connection
with the Company's acquisition of all of the outstanding capital
stock of The R&S McCoy Corporation, Florida Bottled Water Company,
McCoy Transport, Inc., H2O Ventures, Inc. and Gold Coast Water
Technologies, Inc. (collectively, the "Acquired Companies"). See
"Selling Stockholders." The Company will not receive any proceeds
from the sale of the Common Stock offered hereby.
The Selling Stockholders directly, or through agents or
dealers designated from time to time, may sell the Common Stock
offered hereby from time to time on terms to be determined at the
time of sale. To the extent required, the number of shares of
Common Stock to be sold, purchase price, public offering price, the
names of any such agent or dealer and any applicable commission or
discount with respect to a particular offering will be set forth in
an accompanying Prospectus Supplement. The aggregate proceeds to
the Selling Stockholders from the sale of the Common Stock offered
hereby will be the purchase price thereof less the aggregate
agents' or dealers' commissions and discounts, if any, and other
expenses of distribution not borne by the Company. The Company has
agreed to pay certain expenses in connection with the filing of the
Registration Statement (as hereinafter defined) with the Securities
and Exchange Commission. See "Plan of Distribution."
The Selling Stockholders and any dealers or agents that
participate with any Selling Stockholder in the distribution of
Common Stock may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"),
and any commission received by them and any profit from the resale
of Common Stock purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of
Distribution" for a description of information regarding
indemnification arrangements.
The Common Stock is listed on the New York Stock Exchange (the
"NYSE") under the trading symbol "CUL." The last reported sale
price of the Common Stock on the NYSE on November 21, 1997 was $44-
7/8 per share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is November 24, 1997
TABLE OF CONTENTS
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . 2
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . 4
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . 4
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . 5
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 5
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). The Company has furnished and intends to furnish
reports to its stockholders, which will include financial
statements audited by its independent certified public accountants,
and such other reports as it may determine to furnish or as
required by law, including Sections 13(a) and 15(d) of the Exchange
Act. Reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained
by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Seven World Trade Center, 13th Floor, New York, NY
10048 and 500 West Madison Street, Suite 1400, Chicago, IL 60661.
Copies of such material can also be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, such material can be inspected at the offices of the New
York Stock Exchange at 20 Broad Street, New York, New York 10009.
The Commission maintains a Website that contains reports, proxy and
information statements and other information regarding registrants
that file electronically with the Commission. The address of such
site is http://www.sec.gov.
The Company has filed a registration statement (the
"Registration Statement") on Form S-3 with respect to the Common
Stock offered hereby with the Commission under the Securities Act.
This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the
Registration Statement, certain items of which are contained in
schedules and exhibits to the Registration Statement as permitted
by the rules and regulations of the Commission. Statements
contained in this Prospectus as to the contents of any agreement,
instrument or other document referred to are not necessarily
complete. With respect to each such agreement, instrument or other
document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of
the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the
Commission and are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1997;
(2) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 1997 and July 31, 1997;
(3) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, filed pursuant to
Section 12 of the Exchange Act on November 22, 1995 (File No. 1-
14104), including any amendment or report filed for the purpose of
updating such information.
(4) The description of the rights associated with the
Common Stock included in the Company's Registration Statement on
Form 8-A, filed pursuant to Section 12 of the Exchange Act on
September 16, 1996 (File No. 1-14104), including any amendment or
report filed for the purpose of updating such information;
(5) The Company's Registration Statement on Form S-3
(File No. 33-12069); and
(6) The Company's Proxy Statement dated May 14, 1997 for
the Company's Annual Meeting of Stockholders held on June 13, 1997;
and
(7) The Company's reports on Form 8-K dated February 14,
1997, August 13, 1997 and September 8, 1997.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date
of filing of such documents. Any statement contained in this
Prospectus or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or
oral request of such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by
reference herein (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to Edward
A. Christensen, Culligan Water Technologies, Inc., One Culligan
Parkway, Northbrook, Illinois 60062 (telephone (847) 205-6000).
GENERAL
The Company is one of the world's leading manufacturers
and distributors of water purification and treatment products for
household and consumer, and commercial and industrial applications.
Products and services offered by the Company range from those
designed to solve common residential water problems, such as
filters for tap water and household water softeners, to highly
sophisticated equipment and services, such as ultrafiltration and
microfiltration products, desalination systems and portable
deionization services, designed for complex commercial and
industrial applications. In addition, Culligan's licensed bottled
water sales now rank fourth in the five-gallon bottled water market
in the United States. In fiscal 1997, Culligan entered the
consumer market selling filtration products directly to retailers.
The Company has been an active participant in the water
purification and treatment industry since 1936, and its Culligan(R),
Everpure(R) and Bruner(R) brands are among the most recognized in the
industry. The Company's products are sold and serviced in over 90
countries through a worldwide network of over 1,400 sales and
service centers. Supporting this distribution network, the Company
maintains manufacturing facilities in the United States, Italy,
Spain and Canada. During the last 15 years, the Company's
residential water treatment systems have been installed in over 3
million households in the United States, representing the largest
installed base in the country. In addition, over 1.5 million of
the Company's commercial, industrial, municipal and desalination
systems have been installed worldwide. The Company's customer base
includes such well known names as McDonald's(R), Coca-Cola(R), Pepsi-
Cola(R), Starbucks(R), 7-Eleven(R), Navistar, Owens-Corning, Eli Lilly,
Carnival Cruise Lines, Ingersoll-Rand and Union Carbide.
The principal executive offices of the Company are
located at One Culligan Parkway, Northbrook, Illinois 60062, and
the Company's telephone number is (847) 205-6000.
Prospective purchasers should carefully consider the
risks of investing in the Common Stock. Prospective purchasers of
the Common Stock are referred to the Company's Registration
Statement on Form S-3 (File No. 333-12069) and incorporated by
reference into this Prospectus, which contains a description of the
risks of investing in the Common Stock.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by
the Selling Stockholders. The Company will not receive any
proceeds from sales of Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
On September 30, 1997, the Company acquired (the
"Acquisition") all of the outstanding capital stock of the
Acquired Companies. In connection with the Acquisition, the
Company has issued and delivered an aggregate of 352,240 shares of
Common Stock to the Selling Stockholders in exchange for the all of
the outstanding capital stock of the Acquired Companies, in each
case upon the terms set forth in the Exchange Agreement, dated as
of September 30, 1997 (the "Exchange Agreement"), among George
Randall McCoy, Trustee UTD 3/20/92 M/B George R. McCoy and Sharon
M. Weekes and Leon A. Weekes, Co-Trustees UTD 4/7/92 M/B Sharon M.
Weekes and the Company. The Company entered into a Registration
Agreement, dated as of September 30, 1997 with the Selling
Stockholders (the "Registration Agreement") in connection with the
Acquisition.
The following table sets forth information with respect
to the Selling Stockholders and the respective number of shares of
Common Stock beneficially owned by each Selling Stockholder, all of
which are offered pursuant to this Prospectus.
Number of
Shares of
Common Stock
Name and Address Owned
---------------- -------------
George Randall McCoy, Trustee
UTD 3/20/92 M/B George R. McCoy.... 176,120*
c/o George R. McCoy
2353 SE Laurel Run Drive
Ocala, Florida 34471
Sharon M. Weekes and Leon A. Weekes,
Co-Trustees UTD 4/7/92 MB Sharon
M. Weekes........................... 176,120*
c/o Sharon M. Weeks
4930 Pine Tree Drive
Boynton Beach, Florida 33436
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Common Stock being
offered hereby directly to other purchasers, or to or through
dealers or agents. To the extent required, a Prospectus Supplement
with respect to the Common Stock will set forth the terms of the
offering of the Common Stock, including the name(s) of any dealers
or agents, the number of shares of Common Stock to be sold, the
price of the offered Common Stock, any underwriting discounts or
other items constituting underwriters' compensation.
The Common Stock offered hereby may be sold from time to
time directly by the Selling Stockholders or, alternatively,
through broker-dealers or agents. Such Common Stock may be sold in
one or more transactions at fixed prices, at prevailing market
prices at the time of sale, at varying prices determined at the
time of sale or at negotiated prices. Such sales may be effected
in transactions (which may involve crosses or block transactions)
(i) on any national securities exchange or quotation service on
which the Common Stock may be listed or quoted at the time of sale,
(ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the over-the-
counter market or (iv) through the writing of options. In
connection with sales of the Common Stock offered hereby or
otherwise, the Selling Stockholders may enter into hedging
transactions with broker-dealers, which may in turn engage in short
sales of such Common Stock in the course of hedging the positions
they assume. The Selling Stockholders may also sell the Common
Stock offered hereby short and deliver such Common Stock to close
out such short positions, or loan or pledge such Common Stock to
broker-dealers that in turn may sell such securities. The Common
Stock offered hereby also may be sold pursuant to Rule 144 under
the Securities Act.
---------------------------
* In each case represents less than 1% of the total outstanding
shares of common stock.
The Selling Stockholders and any such brokers, dealers or
agents, may be deemed "underwriters" as that term is defined by the
Securities Act.
If a dealer is utilized in the sale of any Common Stock
in respect of which this Prospectus is delivered, the Selling
Stockholders may sell such Common Stock to the dealer, as
principal. The dealer may then resell such Common Stock to the
public at varying prices to be determined by such dealer at the
time of resale. To the extent required, the name of the dealer and
the terms of the transaction will be set forth in the Prospectus
Supplement relating thereto.
In connection with the sale of Common Stock offered
hereby, dealers or agents may receive compensation from the Selling
Stockholders or from purchasers of such Common Stock for whom they
may act as agents in the form of discounts, concessions, or
commissions. Agents, and dealers participating in the distribution
of the Common Stock may be deemed to be underwriters, and any such
compensation received by them and any profit on the resale of
Common Stock by them may be deemed to be underwriting discounts or
commissions under the Securities Act.
Pursuant to the Registration Agreement, the Company has
agreed to pay all costs and expenses associated with the
registration of the Shares under the Securities Act. In addition,
the Selling Stockholders may be entitled to idemnification against
certain liabilities pursuant to the Exchange Agreement.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock
will be passed upon for the Company by Edward A. Christensen, Esq.,
Vice President, General Counsel and Secretary of the Company.
EXPERTS
The consolidated financial statements and schedule of the
Company appearing in the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1997 have been audited by KPMG
Peat Marwick LLP, independent certified public accountants, as set
forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and
auditing.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE. HOWEVER, IF ANY MATERIAL CHANGE OCCURS WHILE THIS
PROSPECTUS IS REQUIRED BY LAW TO BE DELIVERED, THIS PROSPECTUS WILL
BE AMENDED OR SUPPLEMENTED ACCORDINGLY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES OTHER THAN THE SHARES OFFERED BY THIS
PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR AN OFFER TO
BUY THE SHARES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
----------------
CULLIGAN WATER TECHNOLOGIES, INC.
352,240 SHARES OF COMMON STOCK
------------
PROSPECTUS
------------
November 24, 1997
