-----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, CrTSR2jAtG5aAgcOTow8vl//du4QBmCSoIXs0UlF+EeJ3+KLaR2P/lhwA8YzejDX VB+UduQ226XSr66Sir3csw== 0000898431-96-000149.txt : 19961015 0000898431-96-000149.hdr.sgml : 19961015 ACCESSION NUMBER: 0000898431-96-000149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960906 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960917 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES FILTER CORP CENTRAL INDEX KEY: 0000318025 STANDARD INDUSTRIAL CLASSIFICATION: 3580 IRS NUMBER: 330266015 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10728 FILM NUMBER: 96631307 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 6, 1996 United States Filter Corporation --------------------------------- (Exact Name of Registrant as specified in its charter) Delaware 1-10728 33-0266015 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 40-004 Cook Street, Palm Desert, California 92211 ------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (619) 340-0098 -------------- Page 1 of 9 pages. Exhibit Index Appears on Page 4. ITEM 5. OTHER EVENTS. On September 6, 1996, the Registrant entered into an Agreement and Plan of Merger with CGW Southeast Partners I, L.P., Harry K. Hornish, Jr., Mickey Jordan, Mechel L. Slaughter, USG Holding Corporation ("USG") and U.S. Filter/USG Acquisition Corp. ("Sub") providing for the merger of Sub into USG, pursuant to which USG would become a wholly owned subsidiary of the Registrant, on the principal terms described in the Press Release attached hereto as Exhibit 99.1. On September 10, 1996, the Registrant entered into a Stock Purchase Agreement with Edmunson International, Inc. and WaterPro Supplies Corporation ("WaterPro") providing for the purchase by the Registrant of all of the outstanding capital stock of WaterPro on the principal terms described in the Press Release attached hereto as Exhibit 99.2. On September 14, 1996, the Registrant entered into a Purchase and Sale Agreement with Wheelabrator Technologies Inc. ("Wheelabrator") providing for the purchase by the Registrant of certain assets, and the assumption of certain liabilities, of Wheelabrator on the principal terms described in the Press Release attached hereto as Exhibit 99.3. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated September 6, 1996, issued by the Registrant 99.2 Press Release dated September 11, 1996, issued by the Registrant 99.3 Joint Press Release dated September 16, 1996, issued by the Registrant and Wheelabrator Technologies Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED STATES FILTER CORPORATION By: /s/ Damian C. Georgino ----------------------- Damian C. Georgino Vice President, General Counsel and Secretary Date: September 16, 1996 EXHIBIT INDEX ------------- The following Exhibits to this Report are filed herewith: Exhibit No. Description -------- ----------- 99.1 Press Release dated September 6, 1996, issued by the Registrant 99.2 Press Release dated September 11, 1996, issued by the Registrant 99.3 Joint Press Release dated September 16, 1996, issued by the Registrant and Wheelabrator Technologies Inc. EX-99 2 EXHIBIT 99.1 UNITED STATES FILTER CORPORATION AGREES TO ACQUIRE THE UTILITY SUPPLY GROUP, INC. PALM DESERT, CALIFORNIA, September 6, 1996 - United States Filter Corporation (NYSE:USF) announced today that it has signed a definitive agreement to acquire The Utility Supply Group, Inc. ("USG") of Waco, Texas from CGW Southeast Partners, an affiliate of Cravey, Greene & Wahlen Inc. of Atlanta. USG is a leading provider of water and wastewater related products and services to industrial and municipal customers through 30 offices stretching from Florida to California. The Company said that USG's revenues for the year ended December 31, 1995 were approximately $157 million. The purchase price for USG was approximately $22 million in U.S. Filter common stock and the assumption of approximately $24 million in USG debt. The Company believes the transaction will be additive to its earnings this fiscal year. "We have believed for some time that the water infrastructure of this country, particularly in the high growth areas of the United States, is constantly in need of repair and expansion, and that's what this distribution system is all about," said Richard J. Heckmann, Chairman and CEO of U.S. Filter. "We will continue to combine our equipment and technology expertise with the distribution experience of USG and recently-acquired Davis Water to provide the users of water around this country with a one-stop shop," he said. With annualized revenues of over $900 million, U.S. Filter is a leading global provider of industrial and commercial water and wastewater treatment systems and services. With corporate offices in Palm Desert, California, U.S. Filter services its customers and substantial installed base of systems through its worldwide network of 170 sales and service facilities, including 22 manufacturing plants and 39 regeneration facilities. The Company's technologies are driven by over 500 active international patents. In addition, U.S. Filter is the leading international provider of service deionization and outsourced water services, including the operation of water purification and wastewater treatment systems at customer sites. ##### EX-99 3 EXHIBIT 99.2 UNITED STATES FILTER CORPORATION TO ACQUIRE THE WATERPRO SUPPLIES CORPORATION PALM DESERT, CALIFORNIA, September 11, 1996 - United States Filter Corporation (NYSE:USF) announced today that it has signed a definitive agreement to acquire the WaterPro Supplies Corporation (WaterPro) for approximately $95 million in USF common stock. WaterPro is the largest national distributor of water and wastewater related products and services for municipal water and sewer authorities and underground contractors. WaterPro has 435 employees located in 43 locations in 18 states, primarily in the Midwest, Mountain and Mid-Atlantic sections of the United States. WaterPro had revenues of approximately $300 million in 1995, up from $223 million in 1994 and $190 million in 1993. The Company believes the transaction will be additive to its earnings this fiscal year. "With the addition of WaterPro to our recently announced USG (Utility Supply Group) transaction and our Davis Water Division, U.S. Filter is now the clear leader in the water infrastructure distribution business," said Richard J. Heckmann, Chairman and CEO of U.S. Filter. The distribution business adds almost 100 additional locations through which USF can sell and service its growing array of products and services. As we continue to add new technology and service capabilities, our expanding distribution network will give us broadly expanded access to customers in the municipal and industrial markets," he said. With annualized revenues of over $900 million dollars, U.S. Filter is a leading provider of industrial and municipal water and wastewater treatment systems, products and services. With corporate offices in Palm Desert, California, U.S. Filter services its customers and substantial installed base of systems through its worldwide network of 170 sales and service facilities, including 22 manufacturing plants and 39 regeneration facilities. The Company's technologies are driven by over 500 active international patents. In addition, U.S. Filter is the leading international provider of service deionization and outsourced water services, including the operation of water purification and wastewater treatment systems at customer sites. #### EX-99 4 EXHIBIT 99.3 UNITED STATES FILTER CORPORATION AND WHEELABRATOR TECHNOLOGIES ANNOUNCE TWO MAJOR WATER TRANSACTIONS - U.S. Filter to Acquire Wheelabrator's Water Process and Manufacturing Units for $385 Million in Cash - Companies to Form Leading North American Company to Pursue Market Opportunities in Municipal and Industrial Water and Wastewater Treatment Operations, Privatization and Outsourcing PALM DESERT, CALIFORNIA and OAKBROOK, ILLINOIS, September 16, 1996 - United States Filter Corporation (NYSE:USF) and Wheelabrator Technologies Inc. (NYSE:WTI) today jointly announced two transactions under which U.S. Filter will expand its water technologies leadership by acquiring all of Wheelabrator's industrial water process and manufacturing units, and the two companies will create a joint venture company establishing North America's leading private water and wastewater treatment services organization serving both municipal and industrial markets. Under a definitive agreement signed over the weekend, U.S. Filter will acquire Wheelabrator's industrial water process and manufacturing businesses for $385 million in cash. Revenues for the businesses to be acquired are expected to be approximately $465 million for 1996. U.S. Filter believes the transaction will be additive to earnings this fiscal year. These units provide a broad range of water and wastewater engineering, technology and systems. They include: Wheelabrator's HPD, CPC Engineering, Johnson Screens, Wiesemann, Memtek, Westates Carbon, The Wheelabrator Corporation and Custom Engineered Systems businesses located in the United States as well as Rossmark, The Netherlands, Darchet Engineering, Singapore, Sun Chi, Taiwan, and additional subsidiaries in England, Ireland, France, Spain, Japan and Australia. In addition, several minority ownerships are also included. Separately, U.S. Filter and Wheelabrator have reached an agreement in principle to establish a new, equally-owned company to develop, finance, own and operate water and wastewater treatment infrastructure in North America. The joint venture, which will have approximately $100 million in annual revenue at its inception, will operate more than 200 municipal and industrial water and wastewater treatment projects, making it North America's leading such enterprise. The agreement calls for Wheelabrator, a majority-owned subsidiary of WMX Technologies, Inc. (NYSE:WMX), to contribute its EOS contract operations group, which manages water, wastewater and groundwater treatment facilities, and its municipal and industrial water and wastewater treatment facilities development groups, which develop opportunities for long-term, on-site water system services through privatization and outsourcing. U.S. Filter will contribute certain assets through which it builds, owns and operates high-purity industrial water and wastewater treatment facilities. "Together these transactions will make U.S. Filter the preeminent company in the water and wastewater technologies marketplace," said Richard J. Heckmann, Chairman and Chief Executive Officer of U.S. Filter. "The joint venture with Wheelabrator will create an enterprise of unmatched capability and technical resources - one singularly positioned to pursue the huge opportunity available in the privatization of municipal waterworks and the outsourcing of industrial process water and wastewater treatment facilities. The fit with our recently announced waterworks distribution networks will make U.S. Filter the only provider of equipment, parts, services and operations nationwide. Our annualized revenues will now approach $2 billion. "These transactions continue to expand U.S. Filter as the leading one-stop shop for water services and technology. This relationship will extend our reach and resources, and provide our customers with access to a wider range of services and technology offerings, financial strength, demonstrated credibility and an ability to manage major projects better than any competitor in the water business. The U.S. Filter-Wheelabrator joint venture is a tremendous fit that will enable us to build a strategic platform that we believe is unmatched in the water services marketplace," Mr. Heckmann added. Phillip B. Rooney, Chief Executive Officer of WMX and Wheelabrator said, "Most important, our joint venture with U.S. Filter will allow Wheelabrator to concentrate its existing focus on municipal public-private partnerships and industrial outsourcing customers. The joint venture allows us to partner with an industry leader whose technology, equipment and network of more than 300 offices will broaden our reach and level of service to an expanded base of customers. Aligned with U.S. Filter, we will be able to grow our water project business more broadly and rapidly than we could have with our existing organization and resources." Mr. Rooney noted that the $385 million in cash generated by the asset sale would be used by Wheelabrator for strategic core business investment, debt reduction and share repurchases. He said the transaction would be accretive to Wheelabrator. "The new company will have the support of WMX Technologies and access to WMX's client base, with particular emphasis on plant operations requirements of our customers," Mr. Rooney said. Additionally, he said he anticipates the new joint venture company would develop an affiliation with WMX's Waste Management International plc subsidiary to provide it with marketing, technical and operational support for projects developed overseas. John Goody, currently Chief Executive Officer of Wheelabrator Water Technologies, will become CEO of the joint venture, which will be based in Oak Brook, Ill. Michael J. Reardon, in addition to serving in his current role of Executive Vice President of U.S. Filter, will serve as the new joint venture's President and Chief Operating Officer. Both transactions are expected to be completed in the fourth quarter. The sale is subject to the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. "In the United States, more than 30 cities with $3 billion of water and wastewater treatment assets are seriously considering privatization of wastewater treatment facilities," Mr. Rooney said. "If privatized, these facilities would generate annual revenue of $1 billion a year and an $18 billion backlog. Additionally, more than $30 billion of assets are estimated as privatizable in some form," he said. The industrial outsourcing market for process and high-purity water and wastewater in the U.S. is estimated to grow at a rate of 30 percent a year, building toward $15 billion by the year 2005, according to Mr. Rooney. U.S. Filter is a leading global provider of industrial and commercial water and wastewater treatment systems and services. With corporate offices in Palm Desert, Cal., U.S. Filter services its customers and substantial installed base of systems through its worldwide network of 170 sales and service facilities, including 22 manufacturing plants and 35 regeneration facilities. The Company's technologies are driven by approximately 1,000 active international patents and patent filings. Wheelabrator Technologies Inc. is a diversified global environmental technologies company, providing municipalities and industry with clean energy and clean water. The company is a pioneer in the privatization of municipal infrastructure and develops water, wastewater, composting, biosolids, trash-to- energy and independent power solutions for communities and industries worldwide. Wheelabrator is a majority-owned subsidiary of WMX Technologies, Inc., the world's leading environmental services company. #### -----END PRIVACY-ENHANCED MESSAGE-----