-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HdUzXCcOhvRe3aso2s+9+EAojFszt+a71wg6KwWzqcdGzLdmOaq4xSdSZRO0MKK/ o8H2/8nSmqTz/kOhP3lxZA== 0000898431-95-000067.txt : 19951010 0000898431-95-000067.hdr.sgml : 19951010 ACCESSION NUMBER: 0000898431-95-000067 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951006 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES FILTER CORP CENTRAL INDEX KEY: 0000318025 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 330266015 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63257 FILM NUMBER: 95579156 BUSINESS ADDRESS: STREET 1: 73 710 FRED WARING DR STE 222 CITY: PALM DESERT STATE: CA ZIP: 92260 BUSINESS PHONE: 6193400098 MAIL ADDRESS: STREET 1: 73 710 FRED WARING DRIVE SUITE 222 CITY: PALM DESERT STATE: CA ZIP: 92260 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TOXXIC CONTROL INC DATE OF NAME CHANGE: 19910401 FORMER COMPANY: FORMER CONFORMED NAME: NOVAN ENERGY INC DATE OF NAME CHANGE: 19871227 S-3 1 As filed with the Securities and Exchange Commission on October 6, 1995 Registration No. 33- ================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________ UNITED STATES FILTER CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 3589 33-0266015 (State or other (Primary Standard (I.R.S. Employer jurisdiction Industrial Identification No.) of incorporation or Classification Code organization) Number) 73-710 FRED WARING DRIVE, SUITE 222 PALM DESERT, CALIFORNIA 92260 (619) 340-0098 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ______________________________ DAMIAN C. GEORGINO VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY UNITED STATES FILTER CORPORATION 73-710 FRED WARING DRIVE, SUITE 222 PALM DESERT, CALIFORNIA 92260 (619) 340-0098 (Name, address, including zip code, and telephone number, including area code, of agent for service) ______________________________ Copy to: JANICE C. HARTMAN KIRKPATRICK & LOCKHART LLP 1500 OLIVER BUILDING PITTSBURGH, PENNSYLVANIA 15222 (412) 355-6500 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. /_/ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /_/ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /_/ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /_/ ______________________________ CALCULATION OF REGISTRATION FEE Title of each Proposed Proposed class of maximum maximum securities Amount to offering aggregate Amount of to be be price per offering registration registered registered share (1) price (1) fee Common stock, par value $.01 per share 150,000 $23.3125 $3,496,875 $1,206 shares (1) Estimated solely for the purpose of calculating the registration fee; computed in accordance with Rule 457(c) on the basis of the average of the high and low sales prices for the Common Stock on October 4, 1995 as reported on the New York Stock Exchange Composite Tape. ______________________________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================= SUBJECT TO COMPLETION, DATED OCTOBER 6, 1995 150,000 SHARES UNITED STATES FILTER CORPORATION COMMON STOCK (par value $.01 per share) _____________________ This Prospectus provides for the offering of up to an aggregate of 150,000 shares (the "Shares") of the Common Stock, par value $.01 per share ("Common Stock"), of United States Filter Corporation (the "Company"). The Shares were acquired by The First American Financial Corporation (the "Selling Stockholder"), as the qualified intermediary (pursuant to a transaction under Section 1031 of the Internal Revenue Code of 1986, as amended) for Cheryl Davis Helm, Trustee of the Cheryl Davis Helm Trust established October 7, 1987, as amended, in exchange for conveyance of title to an office building located in Palm Desert, California to be used as the Company's corporate headquarters, pursuant to the terms of a Real Estate Purchase Agreement dated as of September 19, 1995 (the "Purchase Agreement"). The Shares may be offered or sold by or for the account of the Selling Stockholder from time to time or at one time, at prices and on terms to be determined at the time of sale, to purchasers directly or by or through brokers, dealers, underwriters or agents who may receive compensation in the form of discounts, commissions or concessions. The Selling Stockholder and any brokers, dealers, underwriters or agents that participate in the distribution of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and any discounts, concessions and commissions received by any such broker, dealer, underwriter or agent may be deemed to be underwriting commissions or discounts under the Securities Act. The Company will not receive any of the proceeds from any sale of the Shares offered hereby. See "Use of Proceeds", "Selling Stockholder" and "Plan of Distribution". INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SEEL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. The Common Stock is listed on the New York Stock Exchange (the "NYSE") and traded under the symbol "USF". The last reported sale price of the Common Stock on the NYSE on October 5, 1995 was $23-1/8 per share. _____________________ SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK. _____________________ 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 _____________________, 1995. 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 periodic reports, proxy solicitation materials and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy solicitation materials 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 Commission's Regional Offices located at Seven World Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is listed on the NYSE. Such reports, proxy solicitation materials and other information can also be inspected and copied at the NYSE at 20 Broad Street, New York, New York 10005. The Company has filed with the Commission a registration statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act with respect to the offering made hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain portions of which are omitted in accordance with the rules and regulations of the Commission. Such additional information may be obtained from the Commission's principal office in Washington, D.C. as set forth above. For further information, reference is hereby made to the Registration Statement, including the exhibits filed as a part thereof or otherwise incorporated herein. Statements made in this Prospectus as to the contents of any documents referred to are not necessarily complete, and in each instance reference is made to such exhibit for a more complete description and each such statement is modified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission (File No. 1-10728) pursuant to the Exchange Act are incorporated herein by reference. 1. The Company's Annual Report on Form 10-K for the year ended March 31, 1995; 2. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995; 3. The Company's Current Reports on Form 8-K dated April 3, 1995 (two such Current Reports), May 3, 1995, May 4, 1995, as amended on Form 8-K/A dated October 6, 1995, June 12, 1995, June 27, 1995, July 13, 1995, August 11, 1995, September 7, 1995, September 18, 1995, October 2, 1995 and October 5, 1995; and 4. Description of the Common Stock contained in the Company's Registration Statement on Form 8-A, as the same may be amended. All reports and other documents filed by the Company pursuant to Section 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 made by this Prospectus shall be deemed to be incorporated by reference herein. Any statement contained herein 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 other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as 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 that are incorporated herein by reference, other than exhibits to such information (unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to the General Counsel of the Company at 73-710 Fred Waring Drive, Suite 222, Palm Desert, California 92260 (telephone (619) 340-0098). 2 THE COMPANY The Company is a leading global provider of industrial and commercial water treatment systems and services, with an installed base of more than 90,000 systems in the United States, Europe, Latin America and the Far East. The Company offers a single-source solution to its industrial, commercial and municipal customers through what the Company believes to be the industry's broadest range of cost-effective water treatment systems, services and proven technologies. The Company capitalizes on its substantial installed base to sell additional systems and utilizes its global network of 124 sales and service facilities, including 12 manufacturing plants, to provide customers with ongoing service and maintenance. In addition, the Company is a leading international provider of service deionization ("SDI") and outsourced water services, including operation of water purification and wastewater treatment systems at customer sites. The Company's principal executive offices are located at 73- 710 Fred Waring Drive, Suite 222, Palm Desert, California 92260, and its telephone number is (619) 340-0098. References herein to the Company refer to United States Filter Corporation and its subsidiaries, unless the context requires otherwise. RISK FACTORS Prospective investors should carefully consider the following factors relating to the business of the Company, together with the other information and financial data included or incorporated by reference in this Prospectus, before acquiring the Shares offered hereby. Acquisition Strategy In pursuit of its strategic objective of becoming the leading global single-source provider of water treatment systems and services the Company has, since 1991, acquired and successfully integrated more than 18 United States based and international businesses with strong market positions and substantial water treatment expertise. The Company's acquisition strategy entails the potential risks inherent in assessing the value, strengths, weaknesses, contingent or other liabilities and potential profitability of acquisition candidates and in integrating the operations of acquired companies. Although the Company generally has been successful in pursuing these acquisitions, there can be no assurance that acquisition opportunities will continue to be available, that the Company will have access to the capital required to finance potential acquisitions, that the Company will continue to acquire businesses or that any business acquired will be integrated successfully or prove profitable. The Company has made and expects it will continue to make acquisitions and to obtain contracts in Europe, Latin America, the Far East and other areas outside the United States. While these activities may provide important opportunities for the Company to offer its products and services internationally, they also entail the risks associated with conducting business internationally, including the risk of currency fluctuations and social, political and economic instability. RELIANCE ON KEY PERSONAL The Company's operations are dependent on the continued efforts of senior management, in particular Richard J. Heckmann, its Chairman, Chief Executive Officer and President. Should any of the senior managers be unable to continue in their present roles, the Company's prospects could be adversely affected. PROFITABILITY OF FIXED PRICE CONTRACTS A significant portion of the Company's revenues are generated under fixed price contracts. To the extent that original cost estimates are inaccurate, costs to complete increase, delivery schedules are delayed or progress under a contract is otherwise impeded, revenue recognition and profitability from a particular contract may be adversely affected. The Company routinely records upward or downward adjustments with respect to fixed price contracts due to changes in estimates of costs to complete such contracts. There can be no assurance that future downward adjustments will not be material. 3 CYCLICALITY OF CAPITAL EQUIPMENT SALES The sale of capital equipment within the water treatment industry is cyclical and influenced by various economic factors including interest rates and general fluctuations of the business cycle. The Company's revenues from capital equipment sales were approximately 60% of total revenues for the fiscal year ended March 31, 1995 and 48% for the three months ended June 30, 1995. While the Company sells capital equipment to customers in diverse industries and in global markets, cyclicality of capital equipment sales and instability of general economic conditions could have an adverse effect on the Company's revenues and profitability. POTENTIAL ENVIRONMENTAL RISKS The Company's business and products may be significantly influenced by the constantly changing body of environmental laws and regulations, which require that certain environmental standards be met and impose liability for the failure to comply with such standards. While the Company endeavors at each of its facilities to assure compliance with environmental laws and regulations, there can be no assurance that the Company's operations or activities, or historical operations by others at the Company's locations, will not result in civil or criminal enforcement actions or private actions that could have a materially adverse effect on the Company. In particular, the Company's activities as owner and operator of a hazardous waste treatment and recovery facility are subject to stringent laws and regulations and compliance reviews. Failure of this facility to comply with those regulations could result in substantial fines and the suspension or revocation of the facility's hazardous waste permit. In addition, to some extent, the liabilities and risks imposed by such environmental laws on the Company's customers may adversely impact demand for certain of the Company's products or services or impose greater liabilities and risks on the Company, which could also have an adverse effect on the Company's competitive or financial position. COMPETITION The water purification and wastewater treatment industry is fragmented and highly competitive. The Company competes with many United States based and international companies in its global markets. The principal methods of competition in the markets in which the Company competes are technology, service, price, product specifications, customized design, product knowledge and reputation, ability to obtain sufficient performance bonds, timely delivery, the relative ease of system operation and maintenance, and the prompt availability of replacement parts. In the municipal contract bid process, pricing and ability to meet bid specifications are the primary considerations. While no competitor is considered dominant, there are competitors that are larger and have significantly greater resources than the Company, which, among other things, could be a competitive disadvantage to the Company in securing certain projects. TECHNOLOGICAL AND REGULATORY CHANGE The water purification and wastewater treatment business is characterized by changing technology, competitively imposed process standards and regulatory requirements, each of which influences the demand for the Company's products and services. Changes in regulatory or industrial requirements may render certain of the Company's purification and treatment products and processes obsolete. Acceptance of new products may also be affected by the adoption of new government regulations requiring stricter standards. The Company's ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in the Company's ability to grow and to remain competitive. There can be no assurance that the Company will be able to achieve the technological advances that may be necessary for it to remain competitive or that certain of its products will not become obsolete. In addition, the Company is subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in development or failure of products to operate properly. USE OF PROCEEDS The Selling Stockholder will receive all of the net proceeds from any sale of the Shares offered hereby, and none of such proceeds will be available for use by the Company or otherwise for the Company's benefit. 4 SELLING STOCKHOLDER The 150,000 Shares which may be offered pursuant to this Prospectus will be offered by or for the account of the Selling Stockholder, which acquired the Shares on ______________, 1995 (the "Closing Date") pursuant to the Purchase Agreement in exchange for conveyance of title to an office building located in Palm Desert, California to be used as the Company's corporate headquarters. The Shares constitute all of the shares of Common Stock beneficially owned by the Selling Stockholder and represented less than 1% of the shares of Common Stock outstanding on October 3, 1995. PLAN OF DISTRIBUTION The Selling Stockholder has informed the Company that it wishes to sell the Shares on an immediate basis, and the Company and the Selling Stockholder have agreed that the Company will arrange with one or more securities dealers for an orderly disposition of the Shares within 20 days of the Closing Date. However, there is no assurance that the Selling Stockholder will sell any or all of the Shares. The Company and the Selling Stockholder have entered into a Share Disposition Agreement dated September 19, 1995 (the "Share Disposition Agreement"). Under the Share Disposition Agreement, the Company has guaranteed, subject to certain conditions hereinafter described (the "Guarantee"), that the aggregate gross proceeds (prior to deduction for brokers' commissions and fees) from the sale of all of the Shares in bona fide third party transactions during the six-month period following the Closing Date will not be less than US$3.25 million (the "Guaranteed Value"). The Guarantee is secured by a letter of credit in favor of the Selling Stockholder in the amount of US$1 million. In the event that the closing price per share of the Common Stock for 10 consecutive trading days during the aforesaid six-month period is more than 10% above the closing price per share on the Closing Date, and the Selling Stockholder has elected not to sell some or any of the Shares at such time, the Guarantee will automatically terminate. The Share Disposition Agreement further provides that the Guarantee will be effective as to Shares sold on the NYSE only when sold as part of the execution of a sell order covering not less than 50,000 Shares and in amounts on any given day not greater than 25% of the average daily trading volume for the Common Stock during the four calendar weeks immediately prior to the sale ("Volume Limit"). In addition, as to Shares sold on the NYSE through Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), the Volume Limit will be adjusted for any stock split, stock dividend, combination or similar recapitalization, and may be increased on any day when, in DLJ's judgment, additional Shares may be sold without disrupting the market for the Common Stock. In the event that the Selling Stockholder wishes to sell Shares other than on the NYSE at less than the Guaranteed Value, the Guarantee will be effective only if the Selling Stockholder complies with certain procedures set forth in the Share Disposition Agreement, which require the giving of notice to the Company and the sale of the identified Shares to a substitute purchaser (which may be the Company) at a price higher than that specified in such notice. The Guarantee is not applicable to sales of Shares to any affiliate of the Selling Stockholder, any disposition of Shares for consideration other than cash or a promissory note or to any transaction in violation of the Securities Act (unless such violation is the result of actions by the Company). Shares offered hereby may be sold from time to time by or for the account of the Selling Stockholder directly to purchasers in negotiated transactions; by or through brokers or dealers in ordinary brokerage transactions or transactions in which the broker solicits purchasers; in block trades in which the broker or dealer will attempt to sell Shares as agent but may position and resell a portion of the block as principal; in transactions in which a broker or dealer purchases as principal for resale for its own account; through underwriters or agents; or in any combination of the foregoing methods. Shares may be sold at a fixed offering price, which may be changed, at the prevailing market price at the time of sale, at prices related to such prevailing market price or at negotiated prices. Any brokers, dealers, underwriters or agents may arrange for others to participate in any such transaction and may receive compensation in the form of discounts, commissions or concessions from Selling Stockholders and/or the purchasers of Shares. The proceeds to the Selling Stockholder from any sale of Shares will be net of any such compensation, except as described below, and of any 5 expenses to be borne by the Selling Stockholder. If required at the time that a particular offer of Shares is made, a supplement to this Prospectus will be delivered that describes any material arrangements for the distribution of Shares and the terms of the offering, including, without limitation, the names of any underwriters, brokers, dealers or agents and any discounts, commissions or concessions and other items constituting compensation from the Selling Stockholder or otherwise. The Company may agree to indemnify any such brokers, dealers, underwriters, or agents against certain civil liabilities, including liabilities under the Securities Act. The Selling Stockholder and any brokers, dealers, underwriters or agents that participate with the Selling Stockholder in the distribution of Shares may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any discounts, commissions or concessions received by any such brokers, dealers, underwriters or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Company has informed the Selling Stockholder that the provisions of Rules 10b-6 and 10b-7 under the Exchange Act may apply to its sales of Shares and has furnished the Selling Stockholder with a copy of these rules. The Company also has advised the Selling Stockholder of the requirement for delivery of a prospectus in connection with any sale of the Shares. The Company will pay all of the expenses, including, but not limited to, fees and expenses of compliance with states securities or "blue sky" laws, incident to the registration of the Shares, other than certain underwriting discounts and selling commissions and fees and expenses, if any, of counsel or other advisors retained by the Selling Stockholder. The Company has agreed to reimburse the Selling Stockholder for the first $0.05 per Share of any underwriting discounts or selling fees or commissions, for any such amounts exceeding $0.10 per Share and in any event for all such amounts after the Selling Stockholder has incurred discounts or paid fees or commissions of $7,500 in the aggregate. VALIDITY OF COMMON STOCK The validity of the Shares will be passed upon for the Company by Damian C. Georgino, Vice President, General Counsel and Secretary of the Company. Mr. Georgino presently holds 100 shares of the Company's Common Stock and options granted under the Company's 1991 Employee Stock Option Plan to purchase an aggregate of 10,000 shares of Common Stock. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The consolidated financial statements of United States Filter Corporation and its subsidiaries as of March 31, 1994 and 1995 and for each of the three years in the period ended March 31, 1995 have been incorporated herein by reference in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, which report is incorporated herein by reference, and upon the authority of said firm as experts in accounting and auditing. The financial statements of Arrowhead Industrial Water, Inc. as of December 31, 1993 and 1994 and for each of the two years in the period ended December 31, 1994 have been incorporated herein by reference in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, which report is incorporated herein by reference, and upon the authority of said firm as experts in accounting and auditing. The financial statements of Continental H2O Services, Inc. and Evansville Water Corporation d/b/a Interlake Water Systems as of December 31, 1994 and for the year then ended have been incorporated herein by reference in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, which report is incorporated herein by reference, and upon the authority of said firm as experts in accounting and auditing. The financial statements of Polymetrics, Inc. and subsidiaries as of December 31, 1994 and for the year then ended have been incorporated herein by reference in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, which report is incorporated herein by reference, and upon the authority of said firm as experts in accounting and auditing. 6 =================================== =========================== No person has been authorized to give any information or to make any representations other than those contained in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been 150,000 SHARES authorized. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy UNITED STATES FILTER any securities other than the CORPORATION securities to which it relates or an offer to sell or the solicitation of an offer to buy Common Stock such securities in any circumstances in which such offer or solicitation is unlawful. 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. PROSPECTUS _____________ ________________ TABLE OF CONTENTS Page ____ Available Information . . . . . . 2 Incorporation of Certain Documents by Reference . . . . . . . . 2 The Company . . . . . . . . . . . 3 Risk Factors . . . . . . . . . . 3 Use of Proceeds . . . . . . . . . 4 ___________, 1995 Selling Stockholder . . . . . . . 5 Plan of Distribution . . . . . . 5 Validity of Common Stock . . . . 6 Independent Certified Public Accountants . . . . . . . . . . 6 =================================== =========================== PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses to be paid by the Company in connection with the distribution of the securities being registered, other than underwriting discounts and commissions, which will be borne in part by the Selling Stockholder as set forth in the Prospectus included in this Registration Statement, are as follows: Securities and Exchange Commission Filing Fee $ 1,206 *Accounting Fees and Expenses 2,000 *Legal Fees and Expenses 5,000 *Printing Expenses 500 *Miscellaneous Expenses 1,294 ------- $ 10,000 ----------- *Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Certificate of Incorporation and the By-laws of the Company provide for the indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware, the state of incorporation of the Company. Section 145 of the General Corporation Law of the State of Delaware authorizes indemnification when a person is made a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving as a director, officer, employee or agent of another enterprise, at the request of the corporation, and if such person acted in good faith and in a manner reasonably believed by him or her to be in, or not opposed to, the best interests of the corporation. With respect to any criminal proceeding, such person must have had no reasonable cause to believe that his or her conduct was unlawful. If it is determined that the conduct of such person meets these standards, he or she may be indemnified for expenses incurred (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such proceeding. If such a proceeding is brought by or in the right of the corporation (i.e., a derivative suit), such person may be indemnified against expenses actually and reasonably incurred if he or she acted in good faith and in a manner reasonably believed by him or her to be in, or not opposed to, the best interests of the corporation. There can be no indemnification with respect to any matter as to which such person is adjudged to be liable to the corporation; however, a court may, even in such case, allow such indemnification to such person for such expenses as the court deems proper. Where such person is successful in any such proceeding, he or she is entitled to be indemnified against expenses actually and reasonably incurred by him or her. In all other cases, indemnification is made by the corporation upon determination by it that indemnification of such person is proper because such person has met the applicable standard of conduct. The Company maintains an errors and omissions liability policy for the benefit of its officers and directors, which may cover certain liabilities of such individuals to the Company. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits. The following exhibits are filed as part of this registration statement: Exhibit Number Description 5.01 Opinion of Damian C. Georgino as to the legality of the securities being registered 23.01 Consent of Damian C. Georgino (included in Exhibit 5.01) 23.02 Consents of KPMG Peat Marwick LLP 24.01 Powers of Attorney (included on signature page of this registration statement) 99.01 Share Disposition Agreement dated as of September 19, 1995 between the registrant and Cheryl Davis Helm, Trustee of The Cheryl Davis Helm Trust II-1 ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Desert, State of California, on October 6, 1995. UNITED STATES FILTER CORPORATION By: /s/ Richard J. Heckmann _________________________ Richard J. Heckmann Chairman of the Board, President and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin L. Spence and Damian C. Georgino, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date _________ ________ ____ Chairman of the October 6, 1995 /s/Richard J. Heckmann Board, President _________________________ and Chief Executive Richard J. Heckmann Officer (Principal Executive Officer) and a Director /s/Kevin L. Spence Vice President and October 6, 1995 _________________________ Chief Financial Kevin L. Spence Officer (Principal Financial and Accounting Officer) October 6, 1995 /s/Michael J. Reardon Executive Vice _________________________ President and a Michael J. Reardon Director Senior Vice October 6, 1995 /s/Tim L. Traff President and a _________________________ Director Tim L. Traff /s/James R. Bullock Director October 6, 1995 _________________________ James R. Bullock /s/James E. Clark Director October 6, 1995 _________________________ James E. Clark /s/John L. Diederich Director October 6, 1995 _________________________ John L. Diederich /s/J. Atwood Ives Director October 6, 1995 _________________________ J. Atwood Ives /s/Arthur B. Laffer Director October 6, 1995 _________________________ Arthur B. Laffer /s/Alfred E. Osborne Director October 6, 1995 _________________________ Alfred E. Osborne /s/C. Howard Wilkins, Jr. Director October 6, 1995 _________________________ C. Howard Wilkins, Jr. EXHIBIT INDEX Exhibit Sequential Page Number Description Number 5.01 Opinion of Damian C. Georgino as to the legality of the securities being registered 23.01 Consent of Damian C. Georgino (included in Exhibit 5.01) 23.02 Consents of KPMG Peat Marwick LLP 24.01 Powers of Attorney (included on signature page of this registration statement) 99.01 Share Disposition Agreement dated as of September 19, 1995 between the registrant and Cheryl Davis Helm, Trustee of The Cheryl Davis Helm Trust EX-5.01 2 Exhibit 5.01 October 6, 1995 United States Filter Corporation 73-710 Fred Waring Drive, Suite 222 Palm Desert, California 92260 Ladies and Gentlemen: I am Vice President, Secretary and General Counsel to United States Filter Corporation, a Delaware corporation (the "Company"), and have acted as counsel to the Company in connection with the Registration Statement on Form S-3 (the "Registration Statement"), filed by the Company on October 6, 1995 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, with respect to an aggregate of up to 150,000 shares (the "Selling Stockholder's Shares") of the Company's Common Stock, par value $.01 per share, issuable pursuant to the Purchase Agreement, as defined in the Registration Statement, that may be offered or sold from time to time by the selling stockholder identified in the Registration Statement (the "Selling Stockholder"). I am familiar with the Registration Statement and have reviewed the Company's Certificate of Incorporation and By-laws, each as amended and restated. I have also examined such other public and corporate documents, certificates, instruments and corporate records, and such questions of law, as I have deemed necessary for purposes of expressing an opinion on the matters hereinafter set forth. In all examinations of documents, instruments and other papers, I have assumed the genuineness of all signatures on original and certified documents and the conformity to original and certified documents of all copies submitted to me as conformed, photostatic or other copies. On the basis of the foregoing, I am of the opinion that the Selling Stockholder's Shares, when issued in accordance with the Purchase Agreement, will be validly issued, fully paid and non-assessable. I consent to the filing of this opinion as Exhibit 5.01 to the Registration Statement and to the use of my name in the Prospectus forming a part thereof under the caption "Validity of Common Stock." Yours truly, /s/ Damian C. Georgino EX-23.02 3 Exhibit 23.02 ACCOUNTANTS' CONSENT --------------------- To the Board of Directors and Shareholders United States Filter Corporation: We consent to incorporation by reference in the Registration Statement on Form S-3 of United States Filter Corporation of our report dated June 1, 1995, relating to the consolidated balance sheets of United States Filter Corporation as of March 31, 1994 and 1995, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended March 31, 1995 and to the reference of our firm under the heading "Independent Certified Public Accountants" in the prospectus. KPMG Peat Marwick LLP Orange County, California October 6, 1995 ACCOUNTANTS' CONSENT -------------------- To the Board of Directors and Shareholders United States Filter Corporation: We consent to incorporation by reference in the Registration Statement on Form S-3 of United States Filter Corporation of our report dated September 29, 1995, relating to the statements of assets acquired and liabilities assumed of Arrowhead Industrial Water, Inc. as of December 31, 1994 and 1993 and the related statements of revenues and expenses for the years then ended and of our report dated June 29, 1995 relating to the combined balance sheet of Continental H20 Services, Inc. and Evansville Water Corporation d/b/a Interlake Water Systems as of December 31, 1994 and the related combined statements of operations, stockholders' equity and cash flows for the year then ended and to the reference of our firm under the heading "Independent Certified Public Accountants" in the prospectus. KPMG Peat Marwick LLP Chicago, Illinois October 6, 1995 ACCOUNTANTS' CONSENT -------------------- To the Board of Directors and Shareholders United States Filter Corporation: We consent to incorporation by reference in the Registration Statement on Form S-3 of United States Filter Corporation of our report dated August 11, 1995, relating to the consolidated balance sheet of Polymetrics, Inc. and subsidiaries as of December 31, 1994, and the related consolidated statements of operations, stockholder's equity and cash flows for the year then ended and to the reference of our firm under the heading "Independent Certified Public Accountants" in the prospectus. KPMG Peat Marwick LLP San Francisco, California October 6, 1995 EX-99.01 4 Exhibit 99.01 SHARE DISPOSITION AGREEMENT This SHARE DISPOSITION AGREEMENT (this "Agreement") made and entered into this 19th day of September, 1995, to be effective as of the Close of Escrow by and CHERYL DAVIS HELM, TRUSTEE OF THE CHERYL DAVIS HELM TRUST, established October 7, 1987, as amended (the "Seller"), or Seller's nominee (as provided in Section 12 of the Purchase Agreement) and UNITED STATES FILTER CORPORATION, a Delaware corporation (the "Purchaser"). WITNESSETH: WHEREAS, the Purchaser and the Seller entered into a Real Estate Purchase Agreement dated as of September 19th, 1995 (the "Purchase Agreement"), pursuant to which the Purchaser has agreed to purchase from the Seller the Property, as defined in the Purchase Agreement, in consideration for (a) US$50,000 in cash, and (b) delivery to Seller on the Closing of the number of shares of the Purchaser's Common Stock, par value $.01 per share ("Purchaser Shares") provided in Section 1.1(b) of the Purchase Agreement. WHEREAS, the Purchaser has agreed to file with the U.S. Securities and Exchange Commission a registration statement (the "Registration Statement") with respect to the Purchaser Shares on the Interim Closing, as defined in Section 1.2(b) of the Purchase Agreement. WHEREAS, the parties desire to enter into this Agreement in order to grant to the Seller certain rights with respect to the Purchaser Shares, as set forth in Section 1.2(d) and (f) of the Purchase Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants hereinafter set forth, the Purchaser and the Seller hereby agree as follows: SECTION 1.01. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: "Affiliate" means a person or entity controlling, controlled by or under common control with the Seller. "Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York. "Close of Escrow" shall be the date defined in Section 10.2 of the Purchase Agreement. "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as in effect from time to time. "Guaranteed Value" means an aggregate of US$3.25 million in gross proceeds (prior to deduction for broker fees and commissions) from the disposition or sale by Seller of the Purchaser Shares. "Registration Effective Date" means the date that the registration statement to be filed with the SEC under the Purchase Agreement becomes effective or the Close of Escrow, if later. "SEC" means the U.S. Securities and Exchange Commission. "Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder, as in effect from time to time. "Stock Event" means any stock split, stock dividend, combination or similar recapitalization of the Purchaser Shares after the date hereof. "Termination Date" means the date six (6) months after the Close of Escrow. "Purchaser Shares" means the number of shares of Purchaser Common Stock delivered by the Purchaser to the Seller on the Close of Escrow (and any additional securities issued with respect to the Purchaser Shares by reason of any Stock Event) as provided in Section 1.2(b) of the Purchase Agreement. Unless the context otherwise requires: (i) "or" is not exclusive; and (ii) words in the singular include the plural and words in the plural include the singular. SECTION 1.02. Guaranteed Value for Shares Sold. (a) Purchaser hereby agrees that Seller will receive the Guaranteed Value from the disposition or sale by Seller of the Purchaser Shares. In the event that the aggregate gross proceeds (prior to deduction from the gross proceeds of any brokerage fees and commission) from the sale by the Seller of Purchaser Shares effected after the close of Escrow and prior to the Termination Date is less than the Guaranteed Value for such Purchaser Shares, then the Purchaser shall, within three (3) Business Days thereafter from receipt of Seller's written Notice of Deficiency, pay to the Seller in immediately available funds a sum equal to the amount of such deficiency. (b) At any time between the Close of Escrow and prior to the Termination Date, if (i) the closing price for Purchaser Shares for ten (10) consecutive trading days (the "Specified Trading Period") is more than 10% per share above the price per share of such Purchaser Shares as of the date of the Close of Escrow and delivery to Seller or Seller's nominee of the Purchaser Shares and (ii) the Seller could have but has voluntarily elected not to sell the Purchaser Shares still owned by it as of this period, then the Purchaser's obligations under Section 1.02(a) shall automatically terminate. (c) The Notice of Deficiency shall be a writing from Seller or Seller's nominee to Purchaser and shall contain the following information: the gross selling price for all sales of the Purchaser Shares and the trading date(s), information as to the broker commissions or fees due by either the Purchaser or the Seller pursuant to the terms of the Purchase Agreement, and a calculation of the deficiency. Such information shall be certified by the Seller, or Seller's nominee, to be accurate and complete. (d) In the event that the Purchaser shall not pay the deficiency set forth in the Notice of Deficiency within the three (3) Business Days specified in subsection (a) above, then the Seller shall be entitled to pursue the remedies contained in 1.04 hereof. SECTION 1.03. Disposition Procedures. Notwithstanding the foregoing: (a) If the Seller desires to sell any Purchaser Shares on the NYSE using any broker other than Donaldson, Lufkin & Jenrette ("DLJ"), then the Purchaser's obligations under Section 1.02 shall be effective only if the Seller sells at least 50,000 Purchaser Shares on the NYSE and the resulting sale or sales occur only in amounts not greater on any given day than 25% of the average daily trading volume for Purchaser Common Stock during the four calendar weeks immediately prior to such sale or sales. The Purchaser acknowledges and agrees that not all 50,000 Purchaser Shares must be sold on the same trading day in order to comply with this clause (a), but rather such Purchaser Shares may be sold over any number of trading days so long as all such Purchaser Shares were placed in the hands of a broker at the same time for orderly sale on the NYSE. (b) If the Seller desires to sell any Purchaser Shares on the NYSE using DLJ, then the Purchaser's obligations under Section 1.02 shall be effective only if the Seller sells at least $50,000 Purchaser Shares on the NYSE and the resulting sale or sales occur only in amounts not greater on any given day than 25% of the average daily trading volume for Purchaser Common Stock during the subject to adjustment for any Stock Event four calendar weeks immediately prior to such sale or sales; provided, however, that if DLJ believes that a greater number of Purchaser Shares may be sold on any given day without adversely affecting the price of or otherwise disrupting the market for Purchase Common Stock, then such greater number may be sold. The Purchaser acknowledges and agrees that not all 50,000 Purchaser Shares must be sold on the same trading day in order to comply with this clause (b), but rather such Purchaser Shares may be sold over any number of trading days so long as all such Purchaser Shares were placed in the hands of DLJ at the same time for orderly sale on the NYSE. (c) If the Seller desires to sell any of the Purchaser Shares not on the NYSE at a price below the Guaranteed Value, then the Seller must give to the Purchaser prior written notice (the "Seller Sale Notice") of its intention to sell not less than 50,000 Purchaser Shares at a price and to the person or persons specified in the Seller Sale Notice. If the Purchaser provides to the Seller written notice (the "Purchaser Response Notice") within one business day after receipt by the Purchaser of the Seller Sale Notice identifying a proposed substitute purchaser or purchasers (collectively, a "Substitute Purchaser") for all Purchaser Shares proposed to be sold by the Seller in the Seller Sale Notice at or above the price specified in the Seller Sale Notice, then the Seller shall sell all such Purchaser Shares to either such Substitute Purchaser or the Purchaser at or above the price specified in the Seller Sale Notice prior to the fifth (5th) Business Day after receipt by the Seller of the Purchaser Response Notice. If neither such Substitute Purchaser nor the Purchaser purchases such Purchaser Shares prior to such fifth (5th) Business Day at or above the price specified in the Seller Sales Notice, then the Seller may sell all such Purchaser shares to the person or persons named in and at or above the price specified in the Seller Sale Notice prior to the tenth (10th) Business Day after receipt by the Seller of the Purchase Response Notice. If the Seller does not sell all such Purchaser Shares to such person or persons at or above such price prior to such tenth (10th) Business Day, then prior to any sale by the Seller of such Purchaser Shares (other than sales governed by clauses (a) or (b) of this Section 1.03), a new Seller Sale Notice must first be delivered to the Purchaser and the provisions of this clause (c) must again be complied with in full. If the Seller sells such Purchaser Shares to such Substitute Purchaser, the Purchaser or to the person or persons named in and at the price specified in the Seller Sales Notice, then the Purchaser's obligations under Section 1.02 shall apply to such transaction or transactions. (d) The Purchaser shall have no obligation under Section 1.02 with respect to any sale of Purchaser Shares (i) to any Affiliate of the Seller, (ii) in connection with any transaction involving any consideration other than payment of cash for the Purchaser Shares or a promissory note or notes requiring payment of cash, (iii) in connection with any transaction in violation of clauses (a), (b) or (c) of this Section 1.03, or (iv) in connection with any transaction that is in violation of the Securities Act, provided such violation is not the result of actions by Purchaser. SECTION 1.04. Letter of Credit and Remedies. (a) Purchaser will deliver to Seller or its nominee, to be effective as of the date of the Close of Escrow, a letter of credit (the "Letter of Credit") drawn on The First National Bank of Boston (the "Bank") in the amount of $1,000,000 with instructions as provided on Exhibit "A" attached hereto, to secure its payment obligations to Seller under Section 1.02(c) of this Agreement. Seller agrees to pay all costs and expenses charged by the Bank for the Letter of Credit. Seller will be notified by Purchaser of the amount of these costs and expenses, which are not anticipated to exceed $3,500, prior to issuance of the Letter of Credit. (b) Upon non-payment by the Purchaser hereunder, the Seller or the Seller's nominee shall be entitled to proceed under the Letter of Credit for the amount of the deficiency set forth in the Notice of Deficiency up to the maximum amount of $1,000,000. (c) In the event the deficiency exceeds the sum of $1,000,000, Seller or Seller's nominee shall be entitled, without waiver of its right to proceed under the Letter of Credit, to immediately commence legal action against Purchaser to secure payment of the deficiency not satisfied by the letter of credit. SECTION 1.05. Miscellaneous. (a) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by cable, by telecopy, by telegram, by telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 1.05): (i) if to Seller: The Cheryl Davis Helm Trust Cheryl Davis Helm, Trustee c/o Michael Helm Helm Investments 651 North Belardo Road Palm Springs, California 92262 Facsimile Number: (619) 325-8041 with copy to: Ralph E. Balfour, Esquire Balfour MacDonald Talbot Mijuskovic & Olmsted 611 Anton Boulevard Suite 720 Costa Mesa, California 92626 Facsimile Number: (714) 546-5008 (ii) if to the Purchaser: United States Filter Corporation 73-710 Fred Waring Drive Suite 222 Palm Desert, California 92260 Attention: Chief Executive Officer and separately to the General Counsel Telecopier: (619) 341-9368 (b) Successor and Assigns. This Agreement is solely for the benefit of, and binding upon, the parties and their respective successors. Nothing herein shall be construed to provide any rights to any other entity or individual. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party. (c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) Titles. The titles, captions or headings of the Sections herein are for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. (e) Governing Law. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of California (without reference to the choice of law provisions of California law). (f) Invalidity. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement. (g) Entire Agreement; Modifications and Waivers. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. (h) Attorney Fee Provision. If either party files an action or brings any proceeding against the other, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. The "prevailing party" shall be the party entitled to recover the costs of suit, whether or not the suit proceeds to final judgment. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above. UNITED STATES FILTER CORPORATION By: /s/Richard J. Heckmann ______________________ Name: Richard J. Heckmann Title: Chairman, CEO and President THE CHERYL DAVIS HELM TRUST By: /s/ Cheryl Davis Helm _____________________ Name: Cheryl Davis Helm Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----