-----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, SrVQIaHF1NvU740b34i/Oo4DsE7lWKcsgawKjnzRtUqwRoiSI6CShMTyTCJxQSyi r9PV8tQo10dqHZ2TDG7QGg== 0000898431-97-000005.txt : 19970107 0000898431-97-000005.hdr.sgml : 19970107 ACCESSION NUMBER: 0000898431-97-000005 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970106 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/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-18889 FILM NUMBER: 97501314 BUSINESS ADDRESS: STREET 1: 40-004 COOK STREET CITY: PALM DESERT STATE: CA ZIP: 92211 BUSINESS PHONE: 6193400098 MAIL ADDRESS: STREET 1: 40-004 COOK STREET CITY: PALM DESERT STATE: CA ZIP: 92211 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/A 1 As filed with the Securities and Exchange Commission on January 6, 1997 Registration No. 333-18889 _________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ AMENDMENT NO. 1 TO 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 (State or other jurisdiction (Primary Standard Industrial of incorporation or organization) Classification Code Number) 33-0266015 (I.R.S. Employer Identification No.) 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (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 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (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. ____ 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. Information contained herein in 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 sell 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. SUBJECT TO COMPLETION DATED JANUARY 6, 1997 PROSPECTUS , 1997 2,043,773 SHARES UNITED STATES FILTER CORPORATION COMMON STOCK (PAR VALUE $.01 PER SHARE) ___________________ This prospectus provides for the offering of up to an aggregate of 2,043,773 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 Selling Stockholder named herein on October 28, 1996 pursuant to the terms of a Stock Purchase Agreement dated as of September 10, 1996 (the "Stock Purchase Agreement"). The Shares were issued in repayment of debt owed by the Company's newly acquired subsidiary, WaterPro Supplies Corporation ("WaterPro"), to the Selling Stockholder. See "Selling Stockholder." The Shares may be offered or sold by or for the account of the Selling Stockholder from time to time or at one time on one or more exchanges or otherwise, at prices and on terms to be determined at the time of sale, to purchasers directly or by or through brokers or dealers who may receive compensation in the form of discounts, commissions or concessions. The Selling Stockholder and any such brokers or dealers may be deemed to be "underwriters" within the meaning of the United States Securities 1 Act of 1933, as amended (the "Securities Act"), and any discounts, concessions and commissions received by any such brokers and dealers 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." 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 January 3, 1997 was $31.25 per share. _____________________ SEE "RISK FACTORS" BEGINNING ON PAGE 5 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. 2 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 Citicorp Center 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. 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 Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. Such reports, proxy and information statements and other information may be found on the Commission's site address, http://www.sec.gov. 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 (File No. 1- 10728) with the Commission pursuant to the Exchange Act are incorporated by reference: The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996; the Company's Quarterly Reports for the quarters ended June 30, 1996 and 3 September 30, 1996; and the Company's Current Reports on Form 8-K dated May 31, 1996 (as amended on Form 8-K/A dated June 28, 1996), June 10, 1996, June 27, 1996, July 15, 1996 (two such Current Reports), August 23, 1996, September 6, 1996, October 28, 1996 (as amended on Form 8-K/A dated December 19, 1996), November 6, 1996 and December 2, 1996; and the description of the Common Stock contained in the Company's Registration Statement on Form 8-A, as the same may be amended. All documents and reports subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after 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 subsequently filed document which is or is 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 so modified or superseded, to constitute a part of this Prospectus. The Company will provide to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, without charge, 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 Vice President, General Counsel and Secretary, United States Filter Corporation, 40-004 Cook Street, Palm Desert, California 92211 (telephone (619) 340-0098). THE COMPANY The Company is a leading global provider of industrial and municipal water and wastewater treatment systems, products and services, with an installed base of systems that the Company believes is one of the largest worldwide. The Company offers a single-source solution to industrial and municipal customers through what the Company believes is the industry's broadest range of cost-effective systems, products, services and proven technologies. In addition, the Company has one of the industry's largest networks of sales and service facilities. The Company capitalizes on its large installed base, extensive distribution network and manufacturing capabilities to provide customers with ongoing local service and maintenance. The Company is also a leading provider of service deionization and outsourced water services, including the operation of water and wastewater treatment systems at customer sites. 4 The Company's principal executive offices are located at 40- 004 Cook Street, Palm Desert, California 92211, 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 consider carefully 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 securities offered hereby. Information contained or incorporated by reference in this Prospectus includes "forward- looking statements" which can be identified by the use of forward-looking terminology such as "believes," "contemplates," "expects," "may," "will," "should," "would" or "anticipates" or the negative thereof or other variations thereon or comparable terminology. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The following matters constitute cautionary statements identifying important factors with respect to such forward-looking statements, including certain risks and uncertainties, that could cause actual results to vary materially from the future results covered in such forward-looking statements. Other factors could also cause actual results to vary materially from the future results covered in such forward-looking statements. ACQUISITION STRATEGY In pursuit of its strategic objective of becoming the leading global single-source provider of water and wastewater treatment systems and services, the Company has, since 1991, acquired and successfully integrated more than 45 United States based and international businesses with strong market positions and substantial water and wastewater treatment expertise. The Company plans to continue to pursue acquisitions that complement its technologies, products and services, broaden its customer base and expand its global distribution network. 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. 5 INTERNATIONAL TRANSACTIONS The Company has made and expects it will continue to make acquisitions and expects to obtain contracts in markets 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, slower payment of invoices, nationalization and possible social, political and economic instability. In particular, the purchase price for the pending acquisition by the company of the businesses of the Process Equipment Division ("PED") of United Utilities Plc is Pound/Sterling 125.5 million, comprised of approximately Pound/Sterling 100.5 million in cash and Pound/Sterling 25.0 million in shares of Common Stock. The Company has entered into a forward contact pursuant to which it is obligated to purchase 100.0 million British pounds sterling for approximately $159.3 million at any time between December 16, 1996 and February 14, 1997, for the purpose of hedging the cash portion of the price of its acquisition of PED. With respect to the remaining Pound/Sterling 0.5 million cash portion of the consideration and the Pound/Sterling 25.0 million in shares of Common Stock, to the extent the value of the United States dollar declines relative to pounds sterling prior to the closing of the acquisition, the cost to the Company of acquiring PED would increase. In addition, if the acquisition of PED is not consummated, or the acquisition is consummated after February 14, 1997, the Company would be at risk with respect to the Pound/Sterling 100.0 million it purchased pursuant to such forward contract to the extent that the value of the British pound sterling decreases relative to the value of other currencies. RELIANCE ON KEY PERSONNEL The Company's operations are dependent on the continued efforts of senior management, in particular Richard J. Heckmann, the Company's Chairman of the Board, President and Chief Executive Officer. There are no employment agreements between the Company and the members of its senior management, except Thierry Reyners, the Company's Executive Vice President--European Group. 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 6 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. CYCLICALITY AND SEASONALITY 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. A significant portion of the Company's revenues are derived from capital equipment sales. 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. The sale of water and wastewater distribution equipment and supplies is also cyclical and influenced by various economic factors including interest rates, land development and housing construction industry cycles. Sales of such equipment and supplies are also subject to seasonal fluctuation in northern climates. As a result of recent acquisitions, the sale of water and wastewater distribution equipment and supplies is a significant component of the Company's business. Cyclicality and seasonality of water and wastewater distribution equipment and supplies sales 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. The Company is also subject to inherent risks associated with environmental conditions at facilities owned, and the state of compliance with environmental laws, by businesses acquired by the Company. 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 cleanup obligations, civil or criminal enforcement actions or private actions that could have a material adverse effect on the Company. 7 In that regard federal and state environmental regulatory authorities have commenced civil enforcement actions related to alleged multiple violations of applicable wastewater pretreatment standards by a wholly owned subsidiary of the Company at a Connecticut ion exchange regeneration facility acquired by the Company in October 1995 from Anjou International Company ("Anjou"). A grand jury investigation is pending which is believed to relate to the same conditions that were the subject of the civil actions. The Company has certain rights of indemnification from Anjou which may be available with respect to these matters. In addition, the Company's activities as owner and operator of certain hazardous waste treatment and recovery facilities are subject to stringent laws and regulations and compliance reviews. Failure of these facilities to comply with those regulations could result in substantial fines and the suspension or revocation of the facility's hazardous waste permit. In other matters, the Company has been notified by the United States Environmental Protection Agency that it is a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") at certain sites to which the Company or its predecessors allegedly sent waste in the past. It is possible that the Company could receive other such notices under CERCLA or analogous state laws in the future. The Company does not believe that its liability, if any, relating to such matters will be material. However, there can be no assurance that such matters will not be material. In addition, to some extent, the liabilities and risks imposed by 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 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, prompt availability of local service capability, 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 which have significantly greater resources than the Company, which, among other things, could be a competitive disadvantage to the Company in securing certain projects. 8 TECHNOLOGICAL AND REGULATORY CHANGE The water 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 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 develop successfully 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. MUNICIPAL AND WASTEWATER MARKET Completion of certain recent and pending acquisitions will increase significantly the percentage of the Company's revenues derived from municipal customers. While municipalities represent an important market in the water and wastewater treatment industry, contractor selection processes and funding for projects in the municipal sector entail certain additional risks not typically encountered with industrial customers. Competition for selection of a municipal contractor typically occurs through a formal bidding process which can require the commitment of significant resources and greater lead times than industrial projects. In addition, demand in the municipal market is dependent upon the availability of funding at the local level, which may be the subject of increasing pressure as local governments are expected to bear a greater share of the cost of public services. A company recently acquired by the Company, Zimpro Environmental, Inc. ("Zimpro"), is party to certain agreements (entered into in 1990 at the time Zimpro was acquired from unrelated third parties by the entities from which it was later acquired by the Company), pursuant to which Zimpro agreed, among other things, to pay the original sellers a royalty of 3.0% of its annual consolidated net sales of certain products in excess of $35.0 million through October 25, 2000. Under certain interpretations of such agreements, with which the Company disagrees, Zimpro could be liable for such royalties with respect 9 to the net sales attributable to products, systems and services of certain defined wastewater treatment businesses acquired by Zimpro or the Company or the Company's other subsidiaries after May 31, 1996. The defined businesses include, among others, manufacturing machinery and equipment, and engineering, installation, operation and maintenance services related thereto, for the treatment and disposal of waste liquids, toxic waste and sludge. One of the prior sellers has revealed in a letter to the Company an interpretation contrary to that of the Company. The Company believes that it would have meritorious defenses to any claim based upon any such interpretation and would vigorously pursue the elimination of any threat to expand what it believes to be its obligations pursuant to such agreements. SHARES ELIGIBLE FOR FUTURE SALE The market price of the Common Stock could be adversely affected by the availability for public sale of shares held on November 10, 1996 by security holders of the Company, including: (i) up to 3,750,093 shares which may be delivered by Laidlaw Inc. or its affiliates ("Laidlaw"), at Laidlaw's option in lieu of cash, at maturity pursuant to the terms of 5-3/4% Exchangeable Notes due 2000 of Laidlaw (the amount of shares or cash delivered or paid to be dependent within certain limits upon the value of the Common Stock at maturity); (ii) 7,636,363 shares issuable upon conversion of the Company's 6% Convertible Subordinated Notes due 2005 at a conversion price of $18.33 per share of Common Stock; (iii) 9,113,924 shares issuable upon conversion of the Company's 4-1/2% Convertible Subordinated Notes at a conversion price of $39.50 per share of Common Stock; (iv) 2,908,171 outstanding shares that are currently registered for sale under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to two shelf registration statements; and (v) 6,191,145 shares which are subject to agreements pursuant to which the holders have certain rights to request the Company to register the sale of such holders' Common Stock under the Securities Act and/or, subject to certain conditions, to include certain percentages of such shares in other registration statements filed by the Company (1,980,000 of which shares also may be sold from time to time by the holder thereof pursuant to Rule 144 under the Securities Act). In addition, the Company has registered for sale under the Securities Act 4,457,068 shares which may be issuable by the Company from time to time in connection with acquisitions of businesses from third parties. 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 10 proceeds will be available for use by the Company or otherwise for the Company's benefit. SELLING STOCKHOLDER The Shares which may be offered pursuant to this Prospectus will be offered by or for the account of Edmundson International, Inc., a California corporation (the "Selling Stockholder"), which acquired an aggregate of 2,971,119 shares of Common Stock (including Shares offered hereby) on October 28, 1996 pursuant to the Stock Purchase Agreement. The aggregate number of shares of Common Stock beneficially owned by the Selling Stockholder prior to the offering described in this Prospectus constituted 4.26%, and the aggregate number of shares of Common Stock that would be owned by it if all of the Shares are disposed of constitute 1.33%, respectively, of the outstanding Common Stock. Pursuant to the Stock Purchase Agreement, the Company acquired all of the outstanding voting securities of WaterPro. Prior to such acquisition, the Selling Stockholder was a significant shareholder and creditor of WaterPro and had certain contractual and other rights with respect to its share and debt holdings in WaterPro. Other than as described herein, the Selling Stockholder does not have, and within the past three years did not have, any position, office or other material relationship with the Company or any of its predecessors or affiliates. PLAN OF DISTRIBUTION Shares offered hereby may be sold from time to time or at one time by or for the account of the Selling Stockholder on one or more exchanges or otherwise; directly to purchasers in negotiated transactions; by or through brokers or dealers, which may include Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), in ordinary brokerage transactions or transactions in which a broker or dealer, which may include DLJ, solicits purchasers; in block trades in which brokers or dealers, which may include DLJ, 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, which may include DLJ, purchases as principal for resale for its own account; 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. Brokers or dealers may arrange for others to participate in any such transaction and may receive compensation in the form of discounts, commissions or concessions payable by the Company and/or the purchasers of Shares. The proceeds to the Selling 11 Stockholder from any sale of Shares will be net of any 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, any discounts, commissions or concessions and other items constituting compensation from the Selling Stockholder or otherwise. The Company may agree to indemnify participating brokers or dealers, which may include DLJ, against certain civil liabilities, including liabilities under the Securities Act. The Company and the Selling Stockholder are obligated to indemnify each other against certain civil liabilities arising under the Securities Act. The Selling Stockholder and any such brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any discounts, commissions or concessions received by such brokers or dealers and any profit on the resale of the Shares purchased by such brokers or dealers 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 their 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. Any Shares covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. There is no assurance that the Selling Stockholder will sell any or all of the Shares. The Selling Stockholder may transfer, devise or gift such Shares by other means not described herein. Pursuant to an agreement entered into in conjunction with the acquisition of WaterPro, the Selling Stockholder has the right, exercisable during the 90-day period commencing on December 27, 1996, to require the Company to purchase all or any portion of the shares of Common Stock (including the Shares) acquired by the Selling Stockholder pursuant to the Stock Purchase Agreement at a purchase price equal to $33.125 per share. The Company will pay all of the expenses, including, but not limited to, fees and expenses of compliance with state securities or "blue sky" laws, incident to the registration of the Shares, other than selling commissions or discounts and stock transfer taxes attributable to the sale of the Shares and any out-of- pocket expenses of the Selling Stockholder incurred in connection 12 with the registration of the Shares, including without limitation, fees and disbursements of counsel for the Selling Stockholder and marketing expenses. VALIDITY OF COMMON STOCK The validity of the Shares of Common Stock offered hereby will be passed upon for the Company by Damian C. Georgino, Vice President, General Counsel and Secretary of the Company. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The consolidated financial statements of United States Filter Corporation and its subsidiaries as of March 31, 1995 and 1996 and for each of the three years in the period ended March 31, 1996, except for the consolidated financial statements of Davis Water & Waste Industries, Inc. and its subsidiaries as of April 30, 1996 and 1995 and for each of the three years in the period ended April 30, 1996, have been audited by KPMG Peat Marwick LLP, independent certified public accountants, as stated in their report incorporated by reference herein. The consolidated financial statements of Davis Water & Waste Industries, Inc. and its subsidiaries, which have been consolidated with those of the Company, have been audited by Price Waterhouse LLP as stated in their report incorporated herein by reference. Such financial statements of the Company and its consolidated subsidiaries are incorporated by reference herein in reliance upon the report of such firms and upon the authority of said firms, as experts in accounting and auditing. The combined financial statements of the Systems and Manufacturing Group of Wheelabrator Technologies Inc. as of December 31, 1994 and 1995 and for each of the years in the three year period ended December 31, 1995 have been incorporated by reference herein in reliance upon the report of KPMG peat Marwick LLP, independent certified public accountants, which report is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The aggregated financial statements of the United Utilities PLc Process Equipment Division as of March 31, 1996 have been incorporated by reference herein in reliance upon the report of KPMG Audit Plc, independent chartered accountants, which report is incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of Davis Water & Waste Industries, Inc. incorporated in this Prospectus by reference to the audited historical financial statements included in United States Filter Corporation's Form 8-K dated June 27, 1996 have 13 been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements of Zimpro Environmental, Inc. as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995 incorporated herein by reference, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference elsewhere herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The audited financial statements of WaterPro Supplies Corporation as of December 31, 1995 and for the period from April 7, 1995 to December 31, 1995 incorporated by reference in this prospectus have been audited by Arthur Andersen LLP, independent public accountants as indicated in their report with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in giving said report. 14 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 AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION 2,043,773 SHARES OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT UNITED STATES FILTER CORPORATION RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES COMMON STOCK 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. _____________ ________________ TABLE OF CONTENTS PROSPECTUS PAGE ________________ Available Information . . . 3 Incorporation of Certain Documents by Reference . 3 The Company . . . . . . . . 4 Risk Factors . . . . . . . 5 Use of Proceeds . . . . . 10 Selling Stockholder . . . 11 Plan of Distribution . . 11 Validity of Common Stock 13 Independent Certified Public Accountants . . . . . . . 13 ___________, 1997 PART II INFORMATION NOT REQUIRED IN PROSPECTUS 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 (previously filed) 23.01 Consent of Damian C. Georgino (included in Exhibit 5.01) 23.02 Consents of KPMG Peat Marwick LLP (one previously filed) and KPMG Audit Plc 23.03 Consent of Price Waterhouse LLP 23.04 Consent of Ernst & Young LLP 23.05 Consent of Arthur Andersen LLP 24.01 Powers of Attorney (included on original signature page of this registration statement) 99.01 Stock Purchase Agreement dated as of September 10, 1996 among United States Filter Corporation, Edmundson International, Inc., Hajoca Corporation, Christopher M. Pappo and Richard J. Klau (incorporated by reference to Exhibit 2.3 to the Company's Registration Statement on Form S-3, Registration No. 333- 14277) 99.02 Option, Transfer and Registration Agreement dated as of October 28, 1996 among United States Filter Corporation, Edmundson International, Inc., Hajoca Corporation, Christopher M. Pappo and Richard J. Klau II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Desert, State of California, on January 6, 1997. UNITED STATES FILTER CORPORATION By: /s/ Richard J. Heckmann --------------------------------- Richard J. Heckmann Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date --------- -------- ----- /s/ Richard J. Heckmann Chairman of the January 6, 1997 -------------------------- Board, President Richard J. Heckmann and Chief Executive Officer (Principal Executive Officer) and a Director /s/ Kevin L. Spence Vice President January 6, 1997 -------------------------- and Chief Kevin L. Spence Financial Officer (Principal Financial and Accounting Officer) * Executive Vice -------------------------- President and a Michael J. Reardon Director Senior Vice -------------------------- President and a Tim L. Traff Director * Director -------------------------- James E. Clark Signature Capacity Date --------- -------- ----- Director -------------------------- John L. Diederich * Director -------------------------- Robert S. Hillas * Director -------------------------- Arthur B. Laffer Director -------------------------- Alfred E. Osborne, Jr. * Director -------------------------- J. Danforth Quayle * Director -------------------------- C. Howard Wilkins, Jr. *By:/s/ Damian C. Georgino January 6, 1997 ---------------------- Damian C. Georgino Attorney-in-Fact EXHIBIT INDEX EXHIBIT SEQUENTIAL PAGE NUMBER DESCRIPTION NUMBER ------- ----------- --------------- 5.01 Opinion of Damian C. Georgino as to the legality of the securities being registered (previously filed) 23.01 Consent of Damian C. Georgino (included in Exhibit 5.01) 23.02 Consents of KPMG Peat Marwick LLP (one previously filed) and KPMG Audit Plc 23.03 Consent of Price Waterhouse LLP 23.04 Consent of Ernst & Young LLP 23.05 Consent of Arthur Andersen LLP 24.01 Powers of Attorney (included on original signature page of this registration statement) 99.01 Stock Purchase Agreement dated as of September 10, 1996 among United States Filter Corporation, Edmundson International, Inc., Hajoca Corporation, Christopher M. Pappo and Richard J. Klau (incorporated by reference to Exhibit 2.3 to the Company's Registration Statement on Form S-3, Registration No. 333- 14277) 99.02 Option, Transfer and Registration Agreement dated as of October 28, 1996 among United States Filter Corporation, Edmundson International, Inc., Hajoca Corporation, Christopher M. Pappo and Richard J. Klau EX-23 2 Exhibit 23.02 2 of 3 INDEPENDENT AUDITORS' CONSENT To the Board of Directors and Shareholders United States Filter Corporation: We consent to the use of our reports incorporated by reference herein and the reference to our firm under the heading "Independent Certified Public Accountants" in the Prospectus. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Chicago, Illinois December 27, 1996 Exhibit 23.02 3 of 3 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS To the Board of Directors and Shareholders United Utilities PLC We consent to the use of our report dated 16 October 1996 relating to the aggregated financial statements of the United Utilities PLC Process Division as of 31 March 1996 and 1995 and for each of the years in the two year period ended 31 March 1996 and the reference to our firm under the heading "Independent Certified Public Accountants" in the prospectus to be dated 31 December 1996. /s/ KPMG Audit Plc KPMG Audit Plc Chartered Accountants Manchester Registered Auditors 31 December 1996 EX-23 3 Exhibit 23.03 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of United States Filter Corporation of our report dated June 13, 1996 relating to the consolidated financial statements of Davis Water & Waste Industries, Inc., which appears in the Current Report on Form 8-K of United States Filter Corporation dated June 27, 1996. We also consent to the reference to us under the heading "Independent Certified Public Accountants" in such Prospectus. Price Waterhouse LLP Atlanta, Georgia December 31, 1996 EX-23 4 Exhibit 23.04 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Independent Certified Public Accountants" in the Registration Statement (Form S-3) and related Prospectus of United States Filter Corporation for the registration of 2,043,773 shares of its common stock and to the incorporation by reference therein of our report dated February 8, 1996, except for Notes 4 and 10, as to which the date is May 10, 1996, with respect to the consolidated financial statements of Zimpro Environmental, Inc. included in the Current Report on Form 8-K of United States Filter Corporation dated May 31, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Ernst & Young LLP Minneapolis, Minnesota December 30, 1996 EX-23 5 Exhibit 23.05 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 8, 1996 included in United States Filter Corporation's Report on Form 8-K dated November 6, 1996 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Arthur Andersen LLP Minneapolis, Minnesota December 31, 1996 EX-99 6 Exhibit 99.02 Option, Transfer and Registration Agreement among United States Filter Corporation, Edmundson International, Inc., Hajoca Corporation, Christopher M. Pappo and Richard J. Klau dated as of October 28, 1996 Option, Transfer and Registration Agreement among United States Filter Corporation, Edmundson International, Inc., Hajoca Corporation, Christopher M. Pappo and Richard J. Klau dated as of October 28, 1996 TABLE OF CONTENTS PAGE 1. Certain Definitions . . . . . . . . . . . . . . . . 1 2. Restrictions on Transferability . . . . . . . . . . 2 3. Restrictive Legends . . . . . . . . . . . . . . . . 2 4. Notice of Proposed Transfers . . . . . . . . . . . . 3 5. Initial Registration of Debt Repayment Shares . . . 4 6. Demand Registration . . . . . . . . . . . . . . . . 4 7. Plan of Distribution . . . . . . . . . . . . . . . . 6 8. Company Registration . . . . . . . . . . . . . . . . 6 9. Expenses of Registration . . . . . . . . . . . . . . 7 10. Indemnification . . . . . . . . . . . . . . . . . . 7 11. Obligations of the Company . . . . . . . . . . . . . 9 12. Securities Law Compliance . . . . . . . . . . . . . 10 13. Standoff Agreement . . . . . . . . . . . . . . . . 11 14. Rule 144 Requirements . . . . . . . . . . . . . . . 11 15. Put Right and Call Offer . . . . . . . . . . . . . 11 16. Amendment . . . . . . . . . . . . . . . . . . . . . 13 17. Investment Representation. . . . . . . . . . . . . . 13 18. Notices, etc.. . . . . . . . . . . . . . . . . . . . 13 19. Entire Agreement; Severability . . . . . . . . . . . 14 20. Governing Law . . . . . . . . . . . . . . . . . . . 14 21. Counterparts . . . . . . . . . . . . . . . . . . . . 14 OPTION, TRANSFER AND REGISTRATION AGREEMENT This Option, Transfer and Registration Agreement ("Agreement") is entered into as of October 28, 1996 among United States Filter Corporation, a Delaware corporation (the "Company"), Edmundson International, Inc., a California corporation ("Edmundson"), Hajoca Corporation, a Maine corporation ("Hajoca"), Christopher M. Pappo ("Pappo") and Richard J. Klau ("Klau"), with reference to certain shares of Common Stock, $.01 par value (the "Common Stock") of the Company. 1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: "Commission" shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Debt Repayment Shares" shall mean Registrable Shares issued in repayment of the Insider Company Debt as defined in the Stock Purchase Agreement. "Equity Shares" shall mean Registrable Shares other than the Debt Repayment Shares. "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time and any successor thereto. "Holders" shall mean Edmundson, Hajoca, Pappo and Klau. "Restricted Shares" shall mean the shares of the Company required to bear the legend set forth in paragraph (a) of Section 3 hereof. "Registrable Shares" shall mean the Shares; provided, however, that Shares shall be treated as Registrable Shares only if and so long as they have not been (i) sold in a public distribution or a public securities transaction, or (ii) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act as a result of which all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale. The terms "register", "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. "Registration Expenses" shall mean all registration, qualification and filing fees, fees and disbursements of counsel for the Company, accounting fees incident to any such registration, state securities or blue sky fees and expenses, printing expenses, transfer agent and registrar fees, reasonable fees and expenses of any special experts retained by the Company in connection with any such registration, and any listing fees. "Rule 144" shall mean Rule 144 promulgated under the Securities Act, as such Rule shall be in effect at the time, and any successor thereto. "Securities Act" shall mean the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Selling and Distribution Expenses" shall mean all underwriting discounts, selling commissions and stock transfer taxes attributable to the sale of Shares by the Holders and any out-of-pocket expenses of the Holders incurred in connection with the registration of Shares, including, without limitation, fees and disbursements of counsel for the Holders if such counsel is not also counsel for the Company and marketing expenses. "Shares" shall mean the 3,201,507 shares of Common Stock issued to or for the benefit of the Holders on the date hereof and any shares of Common Stock issued in respect thereof in connection with stock splits, stock dividends or distributions, or combinations or similar recapitalizations, on or after the date hereof. "Stock Purchase Agreement" shall mean the Stock Purchase Agreement dated as of September 10, 1996, as amended October 28, 1996, by and among the parties hereto and WaterPro Supplies Corporation. 2. Restrictions on Transferability. The Shares may be sold, assigned, transferred or pledged only in accordance with the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. 3. Restrictive Legends. - 2 - (a) Each certificate representing Shares shall (unless otherwise permitted by subsection (c) of this Section 3 or Section 4) be stamped with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH REGISTRATION IS NOT REQUIRED. (b) Each certificate representing Shares shall also be stamped with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT BETWEEN CERTAIN STOCKHOLDERS AND THE CORPORATION WHICH INCLUDES RESTRICTIONS ON CERTAIN SALES OF THE SECURITIES. COPIES OF THE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. (c) Each Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer established in this Agreement. The legend placed on any certificate pursuant to Section 3(a) and any notations or instructions with respect to the Restricted Shares represented by such certificate will be promptly removed, and the Company will promptly issue a certificate without such legend to the Holder of such Restricted Shares (i) if such Restricted Shares are registered under the Securities Act (but only in connection with the actual sale of such securities) and a prospectus meeting the requirements of Section 10 of the Securities Act is available or (ii) if the Holder thereof satisfies the requirements of Rule 144(k) and, where reasonably determined necessary by the Company, provides the Company with an opinion of counsel for the Holder of the Shares, both such counsel and such opinion being reasonably satisfactory to the Company, to the effect that (A) the Holder meets the requirements of Rule 144(k) or (B) a public sale, transfer or assignment of the Shares may be made without registration. 4. Notice of Proposed Transfers. The holder of each certificate representing Restricted Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or - 3 - pledge of any Restricted Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the Holder thereof shall notify the Company in writing of such Holder's intention to effect such sale, assignment, transfer or pledge and the intended manner and circumstances thereof in reasonable detail. If requested by the Company, any such notice shall be accompanied at such Holder's expense by a written opinion of legal counsel who is, and whose legal opinion shall be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of Restricted Shares may be effected without registration under the Securities Act, and by such certificates and other information as the Company may reasonably require to confirm such opinion, whereupon the Holder of such Restricted Shares shall be entitled to transfer such Restricted Shares in the manner contemplated by such opinion. Each certificate evidencing the Restricted Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3(a) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such Holder and the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. So long as such restrictive legend shall be required to remain on any such certificates, the transfer of the Restricted Shares represented thereby shall be conditioned upon the transferee thereof becoming a party hereto (except that such transferee shall have no rights under Sections 5, 6 or 8 hereof unless the transferee is a Holder). 5. Initial Registration of Debt Repayment Shares. The Company shall file a shelf registration statement on Form S-3 (or successor form) covering the Debt Repayment Shares under the Securities Act as expeditiously as reasonably possible following the date of this Agreement, shall use its best efforts to cause such registration statement to become effective, and shall keep such registration statement effective until the earlier of (i) the distribution by Edmundson of all of the Debt Repayment Shares or (ii) the day after all of the following shall have been true on each of 60 days (which need not be consecutive): (a) the registration statement shall have been effective and (b) the prospectus included in the registration statement shall have been current for purposes of the methods of distribution of the Debt Repayment Shares set forth in the registration statement. Notwithstanding the foregoing, the Company shall not be required to file a registration statement covering the Debt Repayment Shares or to cause such a registration statement to become effective at any time when the Holders would be required to - 4 - refrain from selling Registrable Shares pursuant to Section 12(b) hereof. 6. Demand Registration. In case the Company shall receive a written request from Edmundson that the Company effect a registration with respect to the Equity Shares, the Company will: (a) promptly give written notice of the proposed registration to all other Holders of Equity Shares; and (b) file a shelf registration statement (on Form S-3 or successor form) with the Commission within 120 days after Edmundson's request and use its best efforts to effect such registration as would permit or facilitate the sale and distribution of all Equity Shares; and Provided further, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 6: (A) Unless Edmundson's request is made under one of the following circumstances: (I) such request is received by the Company during the period commencing six months after the date hereof and ending twelve months after the date hereof (the "First Window") and the Company has not previously effected a registration pursuant to a request received during the First Window; or (II) such request is received by the Company during the period commencing twelve months after the date hereof and ending twenty-four months after the date hereof (the "Second Window"), the Company has not previously effected a registration pursuant to a request received during the Second Window and the holding period for the Equity Shares as may be then specified in Rule 144 has not expired; provided, however, the Holders may make an aggregate of two registration requests during the Second Window if: (x) a registration requested during the First Window was not effected by reason - 5 - of subsection (B) or (C) below, and (y) in the case where the First Window registration request was not effected by reason of subsection (B) below, the registration statement referred to therein did not include all Equity Shares which were requested to be so included or Equity Shares were not entitled to be so included; (B) During any period of time (not exceeding 60 days) when the Company is contemplating the filing of a registration statement or a private placement with respect to a public offering or private placement of its securities and is advised in writing by its investment banking firm that such public offering or private placement would in its opinion be adversely affected by the requested registration, and during a period ending 60 days following the completion of any such offering; and (C) At any time when the Holders would be required to refrain from selling Registrable Shares pursuant to Section 12(b) hereof. 7. Plan of Distribution. (a) The distribution of Registrable Shares pursuant to a registration under Section 5 or 6 shall be effected, whether from time to time or at one time, only (i) by or through such investment banking firm or firms as may be designated by the Company in connection with the filing of the applicable registration statement, acting in such capacity (as broker, dealer, principal or otherwise), and receiving such compensation, as may be agreed by Edmundson and such investment banking firm or firms, or (ii) in private transactions as to which the Company shall have been given at least two business days' prior written notice describing the terms of the proposed transaction(s), unless the Company shall have identified prior to the expiration of such two-day period a substitute purchaser for all of the Registrable Shares identified in such notice on terms at least as favorable to the Holders as the terms specified in such notice, in which event such Registrable Shares shall be sold to such substitute purchaser (which may be the Company). - 6 - (b) The Company shall give the Holder or Holders of Registrable Shares to be included in any registration statement at least ten (10) days written notice prior to the filing of a registration statement pursuant to Section 5 or 6. Such Holder or Holders shall advise the Company in writing within five (5) days of receipt of such notice of the terms of its compensation arrangements with the designated investment banking firm or firms, the capacity in which such firm or firms will act, the distribution proposed by such Holder or Holders, and such information regarding such Holder or Holders and the shares of Common Stock held by them as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. (c) The Holders shall not be entitled to effect a distribution under Section 5 or 6 by means of an underwritten offering, except as provided in Section 8 or otherwise provided herein. (d) The Holders shall be entitled to exclude from any registration effected pursuant to Section 5 or 6 any shares of Common Stock held by others having rights to include shares in registrations effected by the Company if the investment banking firm or firms designated under subsection (a) hereof determines that marketing factors require a limitation of the number of shares to be included in such registration. (e) The Company hereby represents and warrants that it has no agreement, undertaking or other arrangement granting to any third party the right (whether demand, piggyback or otherwise) to require the Company to register any class of shares of its capital stock, outstanding as of the date of this Agreement, except as disclosed on Schedule 7(e). 8. Company Registration. (a) Notice of Registration. If, at any time or from time to time, the Company shall determine to register any of its Common Stock, either for its own account or the account of a security holder or holders exercising their respective demand registration rights, for distribution pursuant to an underwritten offering, the Company will (i) promptly give to each Holder written notice thereof, and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), subject to Section 8(b), all the Registrable Shares specified in a written request or requests made by any Holder within 30 days after its receipt of such written notice from the Company. - 7 - (b) Underwriting. The right of any Holder to registration pursuant to this Section 8 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute all or a portion of their Registrable Shares through such underwriting shall (together with the Company and the other holders distributing shares of Common Stock through such underwriting), if required by the managing underwriter of such offering, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration), and shall provide to the Company upon written request such information referenced in Section 7(b) hereof as may be specified in such request. Notwithstanding any other provision of this Section 8, if the managing underwriter in its sole discretion determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Shares to be included in such registration. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 8, and the number of Registrable Shares and other securities that may be included in the registration and underwriting by such Holders and such other holders shall be reduced by the number of shares determined by the managing underwriter not to be included in such registration, such cutback to be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Shares held by such Holders and such other securities by such other holders. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. (c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration under this Section 8 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. 9. Expenses of Registration. All Registration Expenses incurred in connection with any registration pursuant to Sections 5, 6 or 8 shall be borne by the Company. All Selling and Distribution Expenses attributable to the Registrable Shares registered on behalf of the Holders shall be borne by the Holders of the Registrable Shares included in such registration pro rata on the basis of the number of Registrable Shares so registered, except that Selling and Distribution Expenses relating to Debt - 8 - Repayment Shares (other than any stock transfer taxes) shall be borne by the Company. 10. Indemnification. (a) The Company will indemnify each Holder, each of its officers, directors, partners, employees and agents and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any other federal, state or common law rule or regulation applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors, employees and agents and each person controlling such Holder for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company pursuant to an instrument duly executed by such Holder or controlling person and stated to be specifically for use therein. (b) Each Holder will, if Registrable Shares held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, - 9 - losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only if and to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with any written information furnished to the Company pursuant to an instrument duly executed by such Holder and stated to be specifically for use therein. (c) Each party entitled to indemnification under this Section 10 (the "Indemnified Party") shall give written notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless, but only to the extent that, the failure to give such notice is actually prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. (d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any Holder of Registrable Shares exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 10 but it is judicially determined (by the entry of a - 10 - final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 10 provides for indemnification in such case, then, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as shall be finally determined and decided by a panel of three arbitrators, one selected by Edmundson, one selected by the Company and the third selected by the arbitrators selected by Edmundson and the Company; provided, however, that, in any such case, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 11. Obligations of the Company. Whenever required under this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the Commission a registration statement with respect to such Registrable Shares, and use its best efforts to cause such registration statement to become effective and to keep such registration statement effective (i) for the period provided in Section 5 in the case of a registration effected under that section and (ii) for up to 90 days in the case of a registration effected under Section 6. (b) Prepare and file with the Commission such amendments and supplements to such registration statement as may be necessary (i) to update and keep such registration statement effective as provided in Section 11(a) above, (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such registration statement and (iii) to reflect a modification in the manner of distribution of the Registrable Shares. Notwithstanding anything else to the contrary contained herein, the Company shall not be required to disclose in any amendment or supplement to a registration statement or otherwise (x) any confidential information concerning any matter which is the subject of a notice given under Section 11(f) as to which the Company has a bona fide interest in withholding disclosure, or (y) historical financial statements or pro forma financial information required by Regulation S-X of the Commission in connection with a business acquisition or disposition prior to the date when such information would otherwise be required to be filed with the Commission (including extensions pursuant to Item 7(a)(4) of Form 8-K), except as provided in Section 11(f) hereof. - 11 - (c) Furnish to the Holders whose Registrable Shares have been included in a registration statement such numbers of copies of the registration statement and all amendments thereto, any prospectus included in such registration statement, including any preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them. (d) Use its best efforts to register and qualify the Registrable Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders whose Registrable Shares have been included in such registration statement, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to execute and file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering contemplated by Section 8, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (f) Notify each Holder of Registrable Shares covered by a registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which the prospectus is used, and, except for periods not to exceed 180 days in each instance where the Company has a bona fide interest in withholding disclosure or the time period for filing with the Commission information referred to in Section 11(b)(y) has not expired, promptly prepare and furnish to such Holders a supplement or amendment to such prospectus, or otherwise update such prospectus through the filing of a Current Report on Form 8-K or otherwise, so that such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. - 12 - 12. Securities Law Compliance. (a) The Holder or Holders of Registrable Shares included in any registration pursuant to this Agreement covenant that they will comply with the Securities Act and with the Exchange Act with respect to any such registration, recognizing that the Company may notify such Holder or Holders in accordance with Section 11(f) that the registration statement is not then current. (b) The Holders agree that, immediately upon receipt of a notification pursuant to Section 11(f), they will refrain from selling Registrable Shares under a registration statement filed pursuant to Section 5 or 6 of this Agreement until (i) subsequently notified by the Company that the registration is current as a result of actions taken by the Company pursuant to Section 11(f) or otherwise or (ii) receipt of a favorable opinion of counsel as hereinbelow provided. The Company agrees that it will consult with Edmundson or, at Edmundson's request, counsel for Edmundson, following the giving of any such notification, and that in the event Edmundson (or its counsel) is of the view that the Registrable Shares could be sold in compliance with the Securities Act and the Exchange Act without disclosure of the nonpublic information which is the subject of the notification, the parties hereto agree to be bound by an opinion of Kirkpatrick & Lockhart LLP or other counsel reasonably satisfactory both to Edmundson and the Company as to whether such sales can be made without violation of the Securities Act or the Exchange Act. 13. Standoff Agreement. The Holders agree in connection with any registration of the Company's securities, upon request of the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Equity Shares (other than those included in such registration), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 120 days) from the effective date of such registration as may be requested by the Company or such managing underwriters. 14. Rule 144 Requirements. The Company agrees to: (a) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (b) furnish to any Holder of Registrable Securities upon request (i) a written statement by the Company as to its compliance with the requirements of Rule 144(c), and the - 13 - reporting requirements of the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such Holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing itself to sell any such securities without registration; and (c) cooperate with any Holder in such manner as such Holder may reasonably request so as to enable sales made in compliance with the requirements of Rule 144 to be made in compliance with the requirements of any transfer agent, registrar or the broker through whom any sales are to be executed. 15. Put Right and Call Offer. (a) Subject to Section 15(b) below, each Holder shall have the right to sell (a "Put Right") during the Put Right Exercise Period (as defined below), and upon exercise of that right the Company shall purchase, all or any portion of the Shares then owned by such Holder at a purchase price per Equity Share equal to 100% of the Average Specified Price (as defined below) during the Put Right Exercise Period, and at a purchase price per Debt Repayment Share equal to 100% of the Average Specified Price during the first 90 days of the Put Exercise Period. If the Put Right is not duly exercised during the Put Right Exercise Period, it shall expire at the end of the Put Right Exercise Period. A Put Right may be exercised only once by each Holder. (b) The Company may offer to purchase from each Holder or from all of the Holders (a "Call Offer") during the Call Offer Period (as defined below) all or any portion of the Shares then owned by such Holders at a purchase price equal to 110% of the Average Specified Price (as defined below). The Holders may, at their option, accept such Call Offer upon written notice delivered to the Company within twenty business days after notice of the Call Offer is given to the Holders. If any Holder does not duly accept the Call Offer in accordance with the terms of the Call Offer and this Agreement, or if any such Holder accepts the Call Offer but subsequently does not sell to the Company the Shares agreed to be sold by such Holder to the Company within the period provided for in this Section 15, then both the Call Offer and all rights of the Holders under Section 15(a) with respect to the Shares subject to such Call Offer shall then immediately expire and be of no further force and effect. (c) The "Average Specified Price" for each Share subject to a Put Right or a Call Offer shall be $33.125, which is equal the average of the closing prices of the Common Stock as - 14 - reported by the New York Stock Exchange for each of the twenty- five trading days ending on the sixth to the last trading day preceding the date of this Agreement. The "Put Right Exercise Period" and the "Call Offer Period" shall each be the 90-day period commencing on the 60th day after the date of this Agreement. A Put Right may be exercised and a Call Offer may be made only by written notice to the Company or the Holders, as the case may be, and such notice shall contain the number of Shares to be purchased and the identity of the Holder selling such Shares. The purchase price payable upon purchase and sale of the Shares subject to a Put Right or Call Offer hereunder shall be paid in cash on the Closing Date (as defined below). In the event that such payment is not made on the Closing Date, the Holder of such Shares shall be entitled to receive a lump sum payment equal to 5% of the purchase price thereof. (d) In the event of an exercise of a Put Right or the making of a Call Offer, the parties to such transaction shall mutually determine a closing date (a "Closing Date") which shall not be more than 30 days, subject to any applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, after the date the Put Right is exercised or Call Offer is made and accepted by one or more Holders, as the case may be, or if any such day is not a business day, then the first business day thereafter. Such closing ("Closing") shall be held at 11:00 a.m., local time, at the principal executive office of the Company, or at such other time or place as the parties may agree. On the Closing Date of a purchase of Shares pursuant to this Section, the Holders shall deliver to the Company certificates, with stock powers duly endorsed in blank, representing the Shares to be purchased. In addition, if the person selling the Shares is the personal representative of a deceased Holder, the personal representative shall also deliver to the Company (i) copies of letters testamentary or letters of administration evidencing his appointment and qualification, (ii) a certificate issued by the Internal Revenue Service pursuant to Section 6325 of the United States Internal Revenue Code of 1986, as amended (the "Code"), discharging the Shares being sold from liens imposed by the Code (or, if it is not possible to obtain such certificate by the Closing Date, the sale of such Shares may be consummated and the proceeds placed in escrow pending receipt thereof), and (iii) an estate tax waiver issued by the state of the decedent's domicile. 16. Amendment. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of the Company and Edmundson. Any amendment or waiver effected in accordance with - 15 - this Section 16 shall be binding upon each Holder of any Registrable Shares then outstanding, each future holder of any Shares who is a party to this Agreement, and the Company. 17. Investment Representation. Each Holder hereby confirms and represents and warrants to the Company that such Holder is acquiring the Shares for investment only and not with a view to or in connection with any resale or distribution of the Shares. 18. Notices, etc. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, courier service, United States mail (return receipt requested) or by facsimile, addressed as follows: (a) if to Edmundson and Hajoca, to: Keith W. Colburn, President Edmundson International, Inc. P.O. Box 1287 Northbrook, IL 60065 Telecopy: (847) 498-7893 with a required copy to: Bernard E. Lyons Attorney at Law 1516 Pontius Avenue Los Angeles, CA 90025 Telecopy: (310) 473-1746 (b) if to Pappo, to: Christopher M. Pappo 6811 Charis Court Eden Prairie, Minnesota 55346 Telephone: (612) 949-0546 (c) if to Klau, to: Richard J. Klau 18800 25th Avenue North Plymouth, Minnesota 55447 Telephone: (612) 475-9150 - 16 - (d) if to the Company, to: United States Filter Corporation 40-004 Cook Street Palm Desert, CA 92211 FAX No. (612) 341-9368 Attn: Chief Executive Officer with a copy to: General Counsel or to such other address or facsimile number of a party of which such party has given notice to the other parties pursuant to this Section. 19. Entire Agreement; Severability. This Agreement and the Stock Purchase Agreement together with the Schedules and Exhibits thereto set forth all of the provisions, covenants, agreements, conditions and undertakings among the parties hereto with respect to the subject matter hereof. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable, the remaining provisions shall remain in full force and effect. 20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws (other than those with respect to choice of law) of the State of Delaware. Each of the parties hereto agrees that all claims in any action or proceeding arising out of or related to this Agreement may be heard and determined in any Delaware state court or federal court sitting in the State of Delaware. 21. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. UNITED STATES FILTER CORPORATION By: /s/ Damian C. Georgino ------------------------------- Damian C. Georgino Vice President, General Counsel and Secretary EDMUNDSON INTERNATIONAL, INC. - 17 - By: /s/ Bernard E. Lyons ------------------------------ Name: Title: Vice President HAJOCA CORPORATION By: /s/ Bernard E. Lyons ------------------------------ Name: Title: Vice President CHRISTOPHER M. PAPPO /s/ Christopher M. Pappo -------------------------------- RICHARD J. KLAU /s/ Richard J. Klau -------------------------------- - 18 - Schedule 7(e) 1. Transfer and Registration Agreement between United States Filter Corporation and Alcoa Securities Corporation dated as of December 31, 1991 2. Transfer, Registration and Other Rights Agreement among United States Filter Corporation, Warburg, Pincus Capital Company, L.P. and Certain Individual Stockholders of United States Filter Corporation dated as of July 8, 1994 3. Transfer, Registration and Other Rights Agreement among United States Filter Corporation, Laidlaw International Investments (Luxembourg) S.A., Laidlaw Investments (Barbados) Ltd., Marfit, S.p.A., Laidlaw, Inc. and Ing. Gilberto Cominetta dated as of August 31, 1994 4. Option and Registration Rights Agreement among United States Filter Corporation, Florence E. Stockdale, James Timothy Stockdale, William E. Stockdale III, John Christopher Stockdale, Melody S. Williamson and Katharine S. Price dated as of August 10, 1995 5. Transfer and Registration Agreement among United States Filter Corporation, John Hancock Capital Growth Fund IIB Limited Partnership, John Hancock Capital Growth Fund III Limited Partnership, Carl C. Landegger, Trustee and The Black Clawson Company dated as of May 31, 1996 6. Option, Transfer and Registration Agreement among United States Filter Corporation, Thomas J. Goulet and M&I Ventures Corporation dated as of September 30, 1996 7. Transfer and Registration Agreement among United States Filter Corporation, CGW Southeast Partners I, L.P., Harry K. Hornish, Jr., Micky Jordan and Mechelle L. Slaughter dated as of October 25, 1996 8. Option, Transfer and Registration Agreement among United States Filter Corporation and NI Industries, Inc. dated as of October 24, 1996 - 19 - -----END PRIVACY-ENHANCED MESSAGE-----