<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER__________
CULLIGAN WATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
--------------------
Delaware 51-0350629
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Culligan Parkway
Northbrook, Illinois 60062
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (847) 205-6000
--------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of Each Class on which registered
- ------------------- -------------------
Common Stock, $.01 par value New York Stock Exchange, Inc.
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
None
The Registrant's Form 10-K for the year ended January 31, 1998, as previously
amended on Form 10K/A filed May 15, 1998, is hereby amended to add the following
information called for by Items 10, 11, 12 and 14 of Part III of Form 10K:
<PAGE>
PART III
ITEM 10. Directors and Executive Officers of the Registrant
(a) Identification of Directors
The Board of Directors is classified into three classes whose terms are
staggered to expire in different years. The term of office of one class of
directors expires each year in rotation so that one class is elected at each
Annual Meeting of Stockholders for a full three-year term
All of the Company's directors, other than Mr. Michael Fisch, Mr. Carl
Spielvogel, Mr. Andrew Africk and Mr. Bernard Attal, were first elected
directors by the Company's sole stockholder and former parent, Samsonite
Corporation (``Samsonite''), prior to the Company's spin-off from Samsonite in
September 1995 (the ``Spin-off''). Mr. Fisch, Mr. Spielvogel, Mr. Africk and Mr.
Attal were elected to the Board of Directors of the Company by the Company's
directors in August, 1997, April 1997, September 1996 and April 1996,
respectively, to terms expiring in 1998, 1998, 1998 and 1997, respectively, in
accordance with the provisions of the Company's Certificate of Incorporation
which requires directorships to be apportioned by the Board of Directors to
equalize so far as possible the number of directors in each class.
The Board of Directors recommends that the four nominees named below be
elected as directors of the Company, with each director to hold office until the
Annual Meeting of Stockholders in 2000 and until his successor is elected and
qualified or until his prior death, resignation or removal. Information about
the four nominees and the other directors continuing in office is as follows:
Directors Serving for Terms Expiring in 1998
Leon D. Black, 46. Mr. Black was appointed a director of the Company in
connection with the Spin-off. Mr. Black is one of the founding principals of
Apollo Advisors, LP, which, together with its affiliates, acts as managing
general partner of Apollo Investment Fund, LP, AIF II, LP and Apollo Investment
Fund III, LP, private securities investment funds, and of Lion Advisors, LP,
which acts as financial advisor to and representative for certain institutional
investors with respect to securities investments, and of Apollo Real Estate
Advisors, LP, which serves as managing general partner of Apollo Real Estate
Investment Advisors, LP, a private real estate oriented investment fund. Mr.
Black is also a director of Samsonite, Big Flower Press Holdings, Inc.,
Converse, Inc., Vail Resorts, Inc. and Telemundo Group, Inc.
Andrew Africk, 31. Mr. Africk was elected a director of the Company in
September 1996. Mr. Africk has been employed by Apollo Capital Management, Inc.
and Lion Capital Management, Inc., for more than five years and has been an
officer of such entities for more than two years. Mr. Africk is also a director
of Continental Graphics Holdings, Inc. and Microbes, Inc.
Michael G. Fisch, 36. Mr. Fisch has served as a financial advisor to the
William Rosenwald family and as a Managing Director of American Securities since
1993 and as President of American Securities Capital Partners, L.P. since 1994.
Mr. Fisch is Chairman of the Board of CTB International Corp. and Caribbean
Restaurants, Inc., a director of Ketema, Inc., MVE, Inc. and Caire, Inc., and a
member of the investment committee of Sterling American Property II, LP.
2
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Carl Spielvogel, 69. Mr. Spielvogel was elected a director of the Company in
April 1997. Mr. Spielvogel is Chairman and Chief Executive Officer of Carl
Spielvogel Associates, Inc., an international management and marketing
consulting company. From 1994 to April 1997, he was Chairman and Chief Executive
Officer of the United Auto Group, Inc., the nation's largest publicly-owned
automobile dealership group. For more than five years prior thereto, he was
Chairman and Chairman of the Executive Committee of Bates Worldwide, Inc., one
of the world's largest marketing and advertising communications companies. Mr.
Spielvogel is a member of the Boards of Directors of Hasbro, Inc., Alliant
Foodservice, Inc. (formerly Kraft Foodservice, Inc.) and Data Broadcasting, Inc.
Directors Serving for Terms Expiring in 1999
Douglas A. Pertz, 43. Mr. Pertz joined the Company in his present position in
January 1995. From 1994 until January 1995, he was Corporate Vice President and
Group Executive of the Danaher Corporation (``Danaher''), a manufacturer of
products in the tool, process/environmental controls and transportation
industries and was also President and a director of Danaher's subsidiary,
Hennessy Industries, a manufacturer of transportation equipment. In addition,
from 1990 to January 1995, he was President, Chief Executive Officer and a
director of Danaher's subsidiary, NMTC, Inc. d/b/a Matco Tools, a manufacturer
of hand tools, and NMTC, Inc.'s predecessor company, Matco Tools Corporation.
Mr. Pertz has been a director of the Company since the Spin-off.
Robert L. Rosen, 51. Mr. Rosen was appointed a director of the Company in
connection with the Spin-off. Mr. Rosen is Chief Executive Officer of RLR
Partners, LLC., a private investment partnership founded in April 1987. From
1987 until August 1993, Mr. Rosen served as Chairman of the Board and Chief
Executive Officer of Damon Corporation and its predecessor which operates one of
the leading clinical laboratory testing networks in the United States. Damon
Corporation was acquired by Corning, Inc. in August 1993. Since October 1995,
Mr. Rosen has been Vice Chairman and Director of AFP Imaging Corporation, which
manufactures and distributes equipment that produces hard copy images used in
both the medical diagnostic and graphic arts industry. Mr. Rosen is also a
director of Samsonite, Municipal Advantage Fund, Inc., Municipal Partners Fund,
Inc., Municipal Partners Fund II, Inc., Spring Mountain Group and Paragon Health
Network.
Marc J. Rowan, 35. Mr. Rowan was appointed a director of the Company in
connection with the Spin-off. Mr. Rowan has also been a director of Samsonite
since June 1993. Mr. Rowan is one of the founding principals of Apollo Advisors,
LP, which, together with its affiliates, acts as managing general partner of
Apollo Investment Fund, LP, AIF II, LP and Apollo Investment Fund III, LP,
private securities investment funds, and of Lion Advisors, LP, which acts as
financial advisor to and representative for certain institutional investors with
respect to securities investments. Mr. Rowan is also a director of Samsonite,
Vail Resorts, Inc. and NRT, Inc.
Stephen J. Solarz, 57. Mr. Solarz was appointed a director of the Company in
connection with the Spin-off. Mr. Solarz was elected, in 1974, to the House of
Representatives from Brooklyn's 13th Congressional District (the ``House'') and
was re-elected eight times. In the House he served on four committees: Foreign
Relations, Merchant Marine and Fisheries, Intelligence, and the Joint Economic
Committee. Mr. Solarz ranked third in seniority on the House Foreign Affairs
Committee, where he chaired the Subcommittee on Asian and Pacific Affairs and
the Subcommittee on Africa. Since his departure from the House, Mr. Solarz has
been president of Solarz Associates, a global consulting firm and Senior
Counselor with APCO Associates, a Washington, D.C. public affairs firm with
offices in Canada, Europe and Asia. He chairs the George Washington University
Policy Forum and the Central-Asian-American Enterprise Fund, a position to which
he was appointed by President Clinton. Mr. Solarz is also a director of
Samsonite and IRI International Corporation in addition to a number of nonprofit
Boards in the foreign policy field, including the Council on Foreign Relations,
the National Democratic
3
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Institute and the National Endowment for Democracy. He is a member of the
Brandeis University Board of Trustees and serves as Vice Chairman of the
International Crisis Group which is dedicated to anticipating and preventing
international crises originating from human causes.
Directors Serving For Terms Expiring In 2000
R. Theodore Ammon, 48. Mr. Ammon was appointed a director of the Company in
connection with the Spin-off. Mr. Ammon has been the Chairman of the Board of
Big Flower Holdings, Inc., a leading advertising and marketing services firm,
since its inception in 1993. Mr. Ammon was a General Partner of Kohlberg Kravis
Roberts & Co. (a New York and San Francisco-based investment firm) from 1990 to
1992, and an executive of such firm prior to 1990. Mr. Ammon is a member of the
Board of Directors of Samsonite Corporation and Host Marriott Corporation. In
addition, Mr. Ammon serves on the Board of Directors of the New York YMCA, Jazz
@ Lincoln Center, the Institute of International Education and the Municipal
Arts Society and on the Board of Trustees of Bucknell University.
Bernard Attal, 34. Mr. Attal was elected a director of the Company in April
1996. Mr. Attal is President of Heights Advisors, which acts as a financial
advisor and a representative for certain European institutional investors with
respect to their investments in the United States. Prior to 1995, Mr. Attal was
a Vice President of Credit Lyonnais Securities. Mr. Attal is a also a director
of Samsonite and New California Life Holdings, Inc.
Robert H. Falk, 59. Mr. Falk was appointed a director of the Company in
connection with the Spin-off. Mr. Falk has been an officer since April 1992 of
Apollo Capital Management, Inc. and Lion Capital Management, Inc., which
respectively act as general partners of Apollo Advisors, LP and Lion Advisors,
LP. Mr. Falk is a limited partner of Apollo Advisors, LP, which, together with
its affiliates, acts as managing general partner of Apollo Investment Fund, LP,
AIF II, LP and Apollo Investment Fund III, LP, private securities investment
funds, and a limited partner of Lion Advisors, LP, which acts as financial
advisor to and representative for certain institutional investors with respect
to securities investments. Prior to 1992, Mr. Falk was a partner in the law firm
of Skadden, Arps, Slate, Meagher & Flom. Mr. Falk is also a director of
Samsonite, Converse, Inc., Florsheim Group Inc. and Salant Corporation.
Mark H. Rachesky, M.D. 39. Dr. Rachesky was appointed a director of the
Company in connection with the Spin-off. Since June 1996. Dr. Rachesky has been
a principal of MHR Fund Management LLC, an investment manager of three
distressed securities funds. For more than five years prior thereto, Dr.
Rachesky was employed by Starfire Holding Corporation (formerly known as Icahn
Holding Corporation), where he initially served as a senior investment officer
and, for the last three years, as its sole Managing Director and, in that
capacity, as Carl C. Icahn's chief investment advisor. Dr. Rachesky is also a
director of Samsonite.
(a) Identification of Executive Officers
The information called for by this Item is set forth under the caption
"Executive officers of the registrant" in Part I of the registrant's Annual
Report on Form 10-K.
(c) Filings Pursuant to Section 16 of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
``Exchange Act''), requires the Company's directors and executive officers and
persons who own more than 10% of a registered class of the Company's equity
securities (``reporting persons'') to file with the Securities and Exchange
Commission (the ``Commission'') initial reports of ownership and reports of
changes in ownership of
4
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equity securities of the Company. Reporting persons are required to furnish the
Company with copies of all forms they file pursuant to such section.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, during Fiscal 1998, all reports required by
section 16(a) were filed with the Commission on a timely basis other than Mr.
Solarz whose report on Form 4 for the month of January 1998 was not timely filed
through error.
5
<PAGE>
ITEM 11. Executive Compensation
(a) Summary Compensation Table
The following table sets forth the annual and long term compensation that the
Company paid to its Chief Executive Officer and certain other of its executive
officers (the "Named Executive Officers") in each of the past three fiscal
years:
<TABLE>
<CAPTION>
Fiscal Securities
Year Other Annual Underlying All Other
Ended Annual Long-Term Compensation Options/SAR Compensations
January 31 Compensation Compensation ($) (#) ($)
---------- ------------ ------------ -- --- ---
<S> <C> <C> <C> <C> <C> <C>
Name and Principal Position
Salary Bonus
($) ($)
--- ---
Douglas A. Pertz 1998 350,000 450,000 12,802 --
President & Chief Executive 1997 275,000 350,000 12,415 300,000(1) --
Officer 1996 275,000 410,000 276,202(2) --
Michael E. Salvati 1998 190,000 135,000 8,626 --
Vice President, Finance & 1997 80,773 70,000 7,704 60,000(3) --
Chief Financial Officer since
July 1996
Edward A. Christensen 1998 190,000 110,000 8,973(4) --
Vice President, General 1997 175,000 80,000 40,024 40,000(4) --
Counsel & Secretary since 1996 79,161 30,000 3,900 35,000(5) --
September 1995
Calvin R. Hendrix 1998 211,550 135,000 10,725 80,000(4) 130,767(6)
Group President, North America since
January 1997
Kenneth I. Wellings 1998 210,000 150,000 10,195
Group President, International 1997 154,807 130,000 38,208(8) 60,000(5) 38,843(9)
1996 114,789 145,778(7) 62,231(8) 40,000(6)
</TABLE>
(1) Consists of options granted in connection with an extension of Mr. Pertz's
Employment Agreement.
(2) Includes, for Mr. Pertz, one time payments pursuant to his prior employment
agreement described below of $276,202.
(3) Consists of options granted under the Company's 1995 Amended and Restated
Stock Option and Incentive Compensation Plan, 10,000 of which have an
exercise price of $35.63 and the remainder of which have an exercise price
of $33.13.
(4) Consists of options granted under the Company's 1995 Amended and Restated
Stock Option and Incentive Compensation Plan having an exercise price of
$35.63.
(5) Consists of options granted under the Company's 1995 Amended and Restated
Stock Option and Incentive Compensation Plan having an exercise price of
$12.23.
(6) Consists of one-time money bonus and moving expenses grossed up.
(7) Includes a payment of $70,778 to Mr. Wellings representing a one time
special payment made pursuant to a termination agreement.
(8) Includes for Mr. Wellings foreign service allowances of $29,275 in fiscal
1997, and $55,000 in fiscal 1996.
(9) Represents the exercise by Mr. Wellings of options to purchase 1,500 shares
of common stock.
6
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(b) Certain Option Information
The Company has an Amended and Restated 1995 Stock Option and Incentive
Compensation Plan in which officers and other employees participate and, as
described elsewhere herein, a 1997 Stock Option and Incentive Compensation Plan.
There were no grants of Options/SARs to the Named Executive Officers, no
Options/SARs exercised by the Named Executive Officers and no long-term
incentive plan awards for the year ended January 31, 1998.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Option/SAR Values
<TABLE>
<CAPTION>
Number of
Securities
Underlying
Unexercised Value of Unexercised
Options/SARs In-the-Money Options/
at FY-End (#) SARs at FY-End ($)(1)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---- --------------- --------------------
<S> <C> <C>
Douglas A. Pertz 551,426/240,000 $13,503,331/$900,000
Michael E. Salvati 13,500/ 46,500 $ 47,245/$159,955
Edward A. Christensen 24,100/ 50,900 $ 409,757/$511,993
Calvin R. Hendrix 16,000/ 64,000 $ 21,920/$ 87,680
Kenneth I. Wellings 34,500/ 64,000 $ 573,765/$462,080
</TABLE>
(1) Based on a closing market price on January 31, 1998 of $37.00 per share as
reported on the Composite Transaction Reporting System.
Pension and Certain Other Benefit Plans
Pension and Supplemental Retirement Plans
The following table provides information with respect to estimated annual
combined benefits payable upon retirement at normal retirement age in specified
compensation and years of service classifications under the Culligan Employees'
Pension Plan and the Culligan International Company Supplemental Retirement
Plan:
<TABLE>
<CAPTION>
Years of Service
----------------------------------------
Final Average Earnings 15 20 25 30 35
---------------------- ------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
$125,000.................... 25,000 33,000 41,000 49,000 58,000
150,000.................... 30,000 40,000 50,000 60,000 71,000
175,000.................... 36,000 48,000 60,000 72,000 84,000
200,000.................... 41,000 55,000 69,000 83,000 97,000
225,000.................... 47,000 63,000 78,000 94,000 110,000
250,000.................... 53,000 70,000 88,000 105,000 123,000
</TABLE>
7
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<TABLE>
<S> <C> <C> <C> <C> <C>
300,000.................... 53,000 70,000 88,000 105,000 123,000
400,000.................... 53,000 70,000 88,000 105,000 123,000
450,000.................... 53,000 70,000 88,000 105,000 123,000
500,000.................... 53,000 70,000 88,000 105,000 123,000
</TABLE>
Compensation covered by such plans is total cash compensation paid,
including any amount contributed by the employee under a Section 401(k) plan,
excluding (i) reimbursement of expenses, (ii) tax and housing allowances and
(iii) amounts paid under any long term incentive program. The benefits shown
above are payable on a life annuity basis and are not subject to any social
security or other offset amounts.
<TABLE>
<CAPTION>
Douglas Michael E. Edward A. Calvin R. Kenneth I.
A. Pertz Salvati Christensen Hendrix Wellings
-------- ---------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
Current Covered Compensation.......................................... $160,000 $160,000 $160,000 $160,000 $160,000
Estimated Years of Credited Service at Age 60*........................ 19 years 16 years 8 years 14 years 30 years
Years of Credited Service at January 1, 1998.......................... 4 years 1 years 2.5 years 1 year 21.5 years
</TABLE>
Employee Savings Plan
The Company maintains an employee savings plan for employees of the
Company's principal domestic subsidiaries, which is qualified under Section
401(k) of the Internal Revenue Code (the "Savings Plan"). Any full time
employee and part-time employee who has completed one year of service of a
covered operations area is eligible to participate in the Savings Plan.
Participating employees may elect to contribute from 1% to 12% of their
compensation on a tax-deferred basis to the maximum permitted by IRS regulations
and from 1% to 12% as after-tax contributions, provided however that the total
contribution cannot be greater than 12% of pay and certain other limitations
apply to highly compensated employees.
The Company matches the employee's contribution up to 6% of compensation at
50 cents on the dollar. A participating employee's elective contributions are
fully vested when made; the portion matched by the Company becomes vested based
on years of service, as follows: less than 1 year, 0%; 1 year but less than 2
years, 20%; 2 years but less than 3 years, 40%; 3 years but less than 4 years,
60%; 4 years but less than 5 years, 80%; fully vested at 5 years of service.
Full vesting also occurs on retirement on or after age 55, permanent disability,
or death. Upon retirement, death, or certain other withdrawal events, benefits
will be paid in a single lump sum or in equal installments from one to ten
years.
Profit Sharing Plans
The Company maintains separate qualified profit sharing plans for employees
of certain of its subsidiaries (the "Profit Sharing Plans"). Any employee who
has completed one year of service and is age 18 or over is eligible to
participate in the Profit Sharing Plans. Eligible compensation includes base
salary but not bonuses, overtime, or, generally, other cash compensation. The
Culligan and Everpure Profit Sharing Plans provide for annual contributions in
an amount set by the Board of Directors, not less than 7% and not to exceed 10%
of the excess pre-tax net profits as defined in the Profit Sharing Plans of the
covered operations area. The amount of contribution for the Culligan Retail
Division Profit Sharing Plan is 5% of pre-tax net profits or 4% of eligible
compensation. Contributions are allocated to individual accounts of participants
in proportion to their eligible compensation. The compensation included is also
subject to certain limits established by the IRS. Upon retirement, death or
certain other withdrawal events, benefits will be paid in a single lump sum or
equal installments from one to ten years or life expectancy, if less.
8
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Deferred Compensation Plan
The Company also maintains a non-qualified deferred compensation plan for
selected highly compensated salaried employees who are excluded from
participation in the qualified profit sharing plans. Participants of the
deferred compensation plan are credited with the same amounts which would have
been credited to them, had they remained active participants in the qualified
profit sharing plans. Under the terms of the plan, participants may make an
irrevocable distribution election of the amounts credited to their account. If a
participant separates from the employ of the Company, the Company shall pay to
the participant their account balance in a lump sum or installments over a
period not exceeding two years.
Employment Arrangements
Pertz Employment Agreement. As of February 1, 1997, Culligan entered into a
two-year employment agreement with Mr. Pertz (the "Pertz Employment Agreement"),
which became effective on February 1, 1998 upon the expiration of a prior
employment agreement. The term of employment under the Pertz Employment
Agreement expires on January 31, 2000.
Under the Pertz Employment Agreement, if Mr. Pertz's employment is
terminated by Culligan without "cause" or by Mr. Pertz for "good reason," Mr.
Pertz will become entitled to receive certain severance benefits including any
incentive bonus then payable under the Pertz Employment Agreement plus a payment
equal to the greater of (i) $600,000 and (ii) $50,000 multiplied by the number
of full calendar months remaining in the term of the Pertz Employment Agreement.
Additionally, if any payments or benefits received by Mr. Pertz pursuant to the
Pertz Employment Agreement or related stock option agreement in connection with
such a termination of employment become subject to the tax imposed by Section
4999 of the Code, Mr. Pertz shall be paid an amount (the "Additional Payment")
equal to the amount of such tax.
Mr. Pertz may terminate his employment agreement for "good reason" upon the
occurrence of a "change in control" as defined in the Pertz Employment
Agreement. The Merger will constitute a "change in control" for the purposes of
the Pertz Employment Agreement.
Stay Bonus Program. As previously reported on February 9, 1998, the Company
entered into the Agreement and Plan of Merger (the "Merger Agreement"), dated as
of February 9, 1998, among United States Filter Corporation, the Company and
Palm Water Acquisition Corp., a newly-formed wholly owned subsidiary of USF. The
Merger Agreement provides that the Company may implement a stay-bonus or similar
program providing for payments in an aggregate amount, not to exceed $5 million
for employees of the Company. The Company has adopted such a program, effective
upon completion of the merger, providing for the payment of stay-bonuses upon
continued employment by certain key employees with the Company for six months
following the merger or such earlier date as a key employee's employment is
terminated (i) by the Company, other than by reason of death or disability or
for Cause, or (ii) by the key employee for good reason as defined in the Stay
Agreement. The Company has entered into Stay Agreements with the Named Executive
Officers providing for payments in the following respective amounts: Michael E.
Salvati, $350,000: Edward A. Christensen, $300,000; Calvin R. Hendrix, $350,000;
and Kenneth I. Wellings, $625,000.
Termination Agreements and Arrangements. In connection with the employment
of Messrs. Christensen, Hendrix, Wellings and Salvati, the Company agreed that
they would be entitled to receive twelve-months and, in the case of Mr. Salvati,
eighteen-months, base salary if it should terminate their employment, other than
for cause.
9
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Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee consists of Messrs. Falk, Rowan and
Ammon. There were no Compensation Committee interlocks or insider participation
within the meaning of the applicable regulations of the Securities and Exchange
Commission.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Based on a review of statements filed with the Commission pursuant to
Section 16 of the Exchange Act, the following table sets forth certain
information about persons known to Culligan who are the beneficial owner of more
than 5% of the Culligan Common Stock, and as to the beneficial ownership of the
Culligan Common Stock by each of Culligan's directors and named executive
officers and all of Culligan's directors and executive officers as a group, as
of April 30, 1998. Except as otherwise indicated, to the knowledge of Culligan,
the persons identified below have sole voting power and sole investment power
with respect to the shares they beneficially own.
<TABLE>
<CAPTION>
Name and Address/or Title of Number of Shares
Beneficial Owner Beneficially Owned Percent
- ---------------------------- ------------------ -------
<S> <C> <C>
Apollo Investment Fund, LP (1)............ 7,334,859 28.4%
c/o Apollo Advisors, LP
2 Manhattanville Road
Purchase, New York 10577
American Express Company (2).............. 2,262,950 9.0%
American Express Tower
299 Vesey Street
New York, NY 10285
Andrew D. Africk.......................... 623 *
Apollo Management LP
1301 Avenue of the Americas 38th Floor
New York, NY 10285
R. Theodore Ammon......................... 957 *
Big Flower Press Holdings, Inc.
3 E. 54th Street 19th Floor
New York, NY 10022
Bernard Attal............................. 957 *
Apollo Management LP
1301 Avenue of the Americas 38th Floor
New York, NY 10019
Leon D. Black............................. 957 *
Apollo Management LP
1301 Avenue of the Americas 38th Floor
New York, NY 10019
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
Robert H. Falk............................ 957 *
Apollo Management LP
1301 Avenue of the Americas 38th Floor
New York, NY 10019
Michael G. Fisch.......................... 153 *
American Securities Capital Partners, LP
122 E. 42nd Street Suite 2400
New York, NY 10168
Mark H. Rachesky.......................... 153 *
MHR Advisors
40 West 57th Street 33rd Floor
New York, NY 10019
Robert L. Rosen........................... 957 *
RLR Partners, LP
825 Third Ave., 40th Floor
New York, NY 10022
Marc Rowan................................ 957 *
Apollo Management LP
1301 Avenue of the Americas 38th Floor
New York, NY 10019
Stephen J. Solarz......................... 100 *
APCO Associates, Inc.
1615 L Street NW
Washington, DC 20036
Carl Spielvogel........................... 303 *
Carl Spielvogel Associates
375 Park Avenue Suite 1209
New York, NY 10052
Douglas A. Pertz (3)...................... 551,726 2.1%
President and Chief Executive Officer
Michael E. Salvati (4).................... 14,500 *
Vice President, Finance and
Chief Financial Officer
Edward A. Christensen (5)................. 24,300 *
Vice President, General Counsel
and Secretary
Calvin R. Hendrix (6)..................... 12,000 *
Group President North America
Kenneth I. Wellings (7)................... 34,500 *
Group President, International
</TABLE>
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<TABLE>
<S> <C> <C>
All directors and executive officers as a group (8)... 637,026 2.4%
</TABLE>
- ------------
*Less than 1.0%
(1) Includes 3,666,696 shares beneficially held by Lion Advisors, LP for the
benefit of an investment account under management over which Lion Advisors,
LP holds investment, voting and dispositive power. Lion Advisors, LP is an
affiliate of Apollo Advisors, LP ("Apollo Advisors"), the managing general
partner of Apollo Investment Fund, LP. Each of Messrs. Leon Black and John
Hannan, directors of each of Apollo Capital Management, Inc. and Lion
Capital Management, Inc., the general partners of each of Apollo Advisors
and Lion Advisors, LP, respectively, and Messrs. Falk and Rowan, disclaim
beneficial ownership of all of the indicated shares. See "Proposal 1--
Election of Directors."
(2) Based on a Schedule 13G Amendment No. 1 filed with the Commission by
American Express Company and American Express Financial Corporation as of
December 31, 1997, an aggregate of 2,262,950 shares of Culligan Common
Stock (9.0% of its outstanding Common Stock at such date) were beneficially
owned by American Express Financial Corporation (of which shared voting
power was reported as to 1,124,750 shares and shared dispositive power was
reported as to 2,262,950 shares).
(3) Includes presently exercisable option to purchase 551,426 shares. Does not
include options for 240,000 shares not presently exercisable.
(4) Includes options for 13,500 shares under Culligan's 1995 Amended and
Restated Stock Option and Incentive Compensation Plan that are not
presently exercisable; does not include options for 46,500 shares under
such plan that are not currently exercisable.
(5) Includes options for 24,100 shares under Culligan's 1995 Amended and
Restated Stock Option and Incentive Compensation Plan that are presently
exercisable; does not include options for 50,900 shares under such plan
that are not presently exercisable.
(6) Includes options for 16,000 shares under the Culligan's 1995 Amended and
Restated Stock Option and Incentive Compensation Plan that are presently
exercisable; does not include options for 64,000 shares under such plan
that are not presently exercisable.
(7) Consists of options for 34,500 shares presently exercisable under the
Company's 1995 Amended and Restated Stock Option and Incentive Compensation
Plan; does not include options for 64,000 shares under such plan that are
not presently exercisable.
(8) Does not include options that are not presently exercisable; percentage
amount assumes the exercise by such persons of all options to acquire
shares of the Company's Common Stock and no exercise by any other person.
Item 13. Certain Relationships and Transactions
Apollo Management LP has from time-to time performed certain services for
Culligan in connection with acquisition transactions (other than the Merger and
transactions related thereto). In respect of such past services Culligan
presently expects to reimburse Apollo Management LP for expenses previously
incurred in an aggregate amount not in excess of $1.5 million.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed by the
undersigned, thereunto duly authorized.
Culligan Water Technologies, Inc.
(Registrant)
By: _______________________________________
Edward A. Christensen, Vice President,
General Counsel and Secretary
Dated: May 29, 1998
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