-----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, JSqiFDmCK6zClgnvwP7ZLo8jH/iD2cap2J4t1sYvjRTFJoD+gkF33GXsbjSsWHdx w+h7g/pv4vG2wQ6gnecwMg== 0000898431-98-000026.txt : 19980128 0000898431-98-000026.hdr.sgml : 19980128 ACCESSION NUMBER: 0000898431-98-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980116 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980126 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: 8-K SEC ACT: SEC FILE NUMBER: 001-10728 FILM NUMBER: 98512293 BUSINESS ADDRESS: STREET 1: 40-004 COOK ST CITY: PALM DESERT STATE: CA ZIP: 92211 BUSINESS PHONE: 7603400098 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 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): January 16, 1998 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: 760-340-0098 Page 1 of 5 pages. Exhibit Index begins on Page 5. Item 2. Acquisition or Disposition of Assets. On January 16, 1998, United States Filter Corporation, a Delaware corporation (the "Company"), through a wholly-owned subsidiary, U.S. Filter/KG Acquisition Corp. ("Acquisition"), completed the acquisition of all of the outstanding capital stock of The Kinetics Group, Inc., a Delaware corporation ("Kinetics"), pursuant to a Merger Agreement dated as of December 31, 1997 by and among the Company, Acquisition, Kinetics and certain stockholders of Kinetics. The acquisition was effective as of December 31, 1997. The transaction was structured as a tax-free merger and will be accounted for as a pooling of interests. The Company intends to continue the historic business of Kinetics. The purchase price for Kinetics was $230.0 million (the "Purchase Price"). The Purchase Price was paid by delivery of 5,803,803 shares of the Company's Common Stock, par value $.01 (the "Company Shares"), based on an exchange ratio of approximately .58 shares of Common Stock of the Company for every share of capital stock of Kinetics (the "Conversion Ratio"), and the repayment of approximately $50.0 million of third party institutional debt. The Company Shares were valued for this purpose at $31.259 per share. The Company agreed to establish a shelf registration for the Company Shares after closing. The consideration for the acquisition of such capital stock was determined by arms' length negotiations between representatives of the parties. Kinetics is the leading U.S. provider and manufacturer of sophisticated high purity process piping systems and is also a major U.S. integrator of high purity water, fluid and gas handling systems that are critical to the pharmaceutical, biotechnology and microelectronics industries. Kinetics offers turnkey solutions to its customers, who are industry-leading manufacturers in their respective market areas. The foregoing is qualified in its entirety by the text of the Merger Agreement incorporated herein by reference as an Exhibit hereto. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. The financial statements required to be filed by this Item will be filed by amendment not later than 60 days after January 31, 1998. (b) Pro Forma Financial Information. Page 2 of 5 pages. Exhibit Index begins on Page 5. The financial statements required to be filed by this Item will be filed by amendment not later than 60 days after January 31, 1998. (c) Exhibits. Exhibit No. Description ----------- ----------- 2.1 Merger Agreement dated as of December 31, 1997, among United States Filter Corporation, U.S. Filter/KG Acquisition Corp., The Kinetics Group, Inc., The Bianco Family 1991 Trust, Dated February 1, 1991, David J. Shimmon and BT Capital Partners, Inc. (incorporated by reference to the Company's Current Report on Form 8-K dated as of December 31, 1997) Page 3 of 5 pages. Exhibit Index begins on Page 5. 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 Date: January 23, 1998 By: /s/ Damian C. Georgino ------------------------ Damian C. Georgino Senior Vice President, General Counsel and Corporate Secretary Page 4 of 5 pages. Exhibit Index begins on Page 5. EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 2.1 Merger Agreement dated as of December 31, 1997, among United States Filter Corporation, U.S. Filter/KG Acquisition Corp., The Kinetics Group, Inc., The Bianco Family 1991 Trust, Dated February 1, 1991, David J. Shimmon and BT Capital Partners, Inc. (incorporated by reference to the Company's Current Report on Form 8-K dated as of December 31, 1997) Page 5 of 5 pages. -----END PRIVACY-ENHANCED MESSAGE-----