Filed pursuant to Rule 424(b)(3)
Prospectus Registration No. 333-53431
CULLIGAN WATER TECHNOLOGIES, INC.
687,639 SHARES OF COMMON STOCK
This Prospectus relates to the offering from time to time of up to
687,639 shares 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 by
the Company of all of the capital stock of, or other ownership interests
in, Southern Ohio Water Treatment Systems, Inc.--Middletown, Southern Ohio
Water Treatment Systems, Inc.--Springfield, Southern Ohio Water Treatment
Systems, Inc.--Zanesville, Culligan Water Conditioning of Cleveland, Inc.,
224 V.C. Inc., Southern Ohio Water Treatment Systems, Inc, Central Ohio
Water Treatment Systems, Inc, a sole proprietorship doing business as
Culligan Water Conditioning of Lancaster, OH and a partnership doing
business as Culligan Water Conditioning of Richmond, IN and the real
property and improvements thereon used in the businesses located in
Middletown, OH, the merger of a subsidiary of the Company with and into
Winokur Water Conditioning, Inc. and the real property and improvements
thereon used in the businesses located in Bethel, Connecticut, South
Windsor, Connecticut, and West Warwick, Rhode Island by Richard M. Winokur,
Trustee of the Winokur Water Trust, and the acquisition by a subsidiary of
the Company of the stock of Colorado Water Technologies, Inc., a Colorado
corporation, doing business as Mile Hi Culligan (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 May 27, 1998 was $56-3/8 per share.
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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.
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The date of this Prospectus is May 28, 1998
TABLE OF CONTENTS
AVAILABLE INFORMATION....................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................3
GENERAL..................................................................4
USE OF PROCEEDS..........................................................5
SELLING STOCKHOLDERS.....................................................5
PLAN OF DISTRIBUTION.....................................................8
LEGAL MATTERS............................................................9
EXPERTS..................................................................9
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 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, 1998 (as amended on Form 10-K/A dated May 15, 1998);
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 1997, July 31, 1997 and October 31, 1997 (in the
case of the Quarterly Report for the quarter ended October 31, 1997, as
amended on Form 10-Q/A dated May 15, 1998);
(3) Definitive Proxy Statement in Schedule 14A dated May 14,
1997;
(4) The description of the Common Stock contained in the
Company's Registration Statement on Form S-1, filed on December 15, 1995
(File No. 333- 99236), including any amendment or report filed for the
purpose of updating such
information.
(5) The description of the rights associated with the Common
Stock included in the Company's Registration Statement on Form 8-A, filed
with the Commission on September 16, 1996 (File No. 1-14104), including any
amendment or report filed for the purpose of updating such information;
(6) The Company's Registration Statement on Form S-3 (File No.
333-12069); and
(7) The Company's reports on Form 8-K dated February 14, 1997,
August 13, 1997, September 8, 1997, October 22, 1997, November 21, 1997,
December 12, 1997 (as amended on Form 8-K/A dated February 17, 1998),
February 10, 1998 (as amended on May 15, 1998) and May 21, 1998, as each
may have been amended.
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 a leading manufacturer and distributor 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. Culligan also offers desalination systems and
portable deionization services, designed for commercial and industrial
applications. In addition, Culligan sells and licenses its dealer network
to sell bottled water.
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) 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
The shares of Common Stock being offered by the Selling
Stockholders were acquired pursuant to the Exchange Agreement, dated as of
January 1, 1998, among the Company and Paul Van Camp, Bruce Van Camp and
Paul Jansen in connection with the acquisition by the Company of all of the
capital stock of, or other ownership interests in, Southern Ohio Water
Treatment Systems, Inc.--Middletown, Southern Ohio Water Treatment Systems,
Inc.--Springfield, Southern Ohio Water Treatment Systems, Inc.--Zanesville,
Culligan Water Conditioning of Cleveland, Inc., 224 V.C. Inc., Southern
Ohio Water Treatment Systems, Inc, Central Ohio Water Treatment Systems,
Inc, a sole proprietorship doing business as Culligan Water Conditioning of
Lancaster, OH and a partnership doing business as Culligan Water
Conditioning of Richmond, IN and the real property and improvements thereon
used in the businesses located in Middletown, OH (the "Van Camp
Agreement"), the Agreement and Plan of Merger, dated as of January 9, 1998,
in connection with the merger of a subsidiary of the Company with and into
Winokur Water Conditioning, Inc. and the real property and improvements
thereon used in the businesses located in Bethel, Connecticut, South
Windsor, Connecticut, and West Warwick, Rhode Island by Richard M. Winokur,
Trustee of the Winokur Water Trust (the "Winokur Agreement"), and the Stock
Purchase Agreement, dated as of March 24, 1998, in connection with the
acquisition by a subsidiary of the Company of the stock of Colorado Water
Technologies, Inc., a Colorado corporation, doing business as Mile Hi
Culligan (the "Marotta Agreement" and together with the Van Camp Agreement
and the Winokur Agreement, the "Agreements").
The Company entered into Registration Agreements, dated as of
even date with the respective Agreements with the Selling Stockholders (the
"Registration Agreements"), in connection with the acquisitions pursuant to
the Agreements.
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
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Paul Van Camp 355,501*
1161 Sycamore Drive
Lancaster, OH 43130
Bruce Van Camp 16,813*
365 Chadwick Court
Lebanon, OH 43036
Paul Jansen 7,696*
901 McBurney
Lebanon, OH 43036
Richard M. Winokur 105,506*
Winokur Water Conditioning, Inc.
P.O. Box 426
Bethel, CT
Theodore D. Winokur 35,038*
Winokur Water Conditioning, Inc.
P.O. Box 426
Bethel, CT
Jean Marie Winokur 3,647*
Winokur Water Conditioning, Inc.
P.O. Box 426
Bethel, CT
Theodore D. Winokur, Trustee of the
Sarah Winokur Trust 1,824*
Winokur Water Conditioning, Inc.
P.O. Box 426
Bethel, CT
Theodore D. Winokur, Trustee of the
Justin Winokur Trust 1,824*
Winokur Water Conditioning, Inc.
P.O. Box 426
Bethel, CT
James H. Winokur 35,038*
Winokur Water Conditioning, Inc.
P.O. Box 426
Bethel, CT
Meaghan Winokur 3,647*
Winokur Water Conditioning, Inc.
P.O. Box 426
Bethel, CT
James H. Winokur, Trustee of the
Laine Winokur Trust 1,824*
Winokur Water Conditioning, Inc.
P.O. Box 426
Bethel, CT
James H. Winokur, Trustee of the
Alicia Winokur Trust
Jean Marie Winokur 3,647*
Winokur Water Conditioning, Inc.
P.O. Box 426
Bethel, CT
Richard M. Winokur, Trustee of the
Winokur Water Trust 19,983*
Winokur Water Conditioning, Inc.
P.O. Box 426
Bethel, CT
Paul Marotta 97,474*
9526 S. Harford Ct.
Highlands Ranch, CO 80126
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* In each case represents less than 1% of the total outstanding shares of
common stock.
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.
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 Agreements, 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 indemnification against certain liabilities pursuant to the
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/A for the
fiscal year ended January 31, 1998 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.
The aggregated financial statements of Protean plc as of March
31, 1997 and for the year ended March 31, 1997 have been incorporated by
reference herein in reliance upon the report of KPMG Audit plc, independent
chartered accountants, which report is incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
The combined financial statements of The Water Filtration
Business (a wholly-owned business of Ametek) at December 31, 1996 and 1995,
and for each of the three years in the period ended December 31, 1996,
incorporated by reference herein have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference herein, and are incorporated by reference herein 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.
687,639 SHARES OF COMMON STOCK
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PROSPECTUS
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May 28, 1998
