-----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, Q/aaSCtLP/lOyhTcyAUosNrybYHTYiSirpxYwskaYyaMf80T4uawgmkfLxa7iXbV OsVl7vQbv0pqj/eMpTe4cQ== 0000898431-99-000117.txt : 19990629 0000898431-99-000117.hdr.sgml : 19990629 ACCESSION NUMBER: 0000898431-99-000117 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990628 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: POS AM SEC ACT: SEC FILE NUMBER: 333-45981 FILM NUMBER: 99653321 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 POS AM 1 POS AM As filed with the Securities and Exchange Commission on June 28, 1999 Registration No. 333-45981 -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- POST-EFFECTIVE AMENDMENT NO. 5 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 (State or other jurisdiction of incorporation or organization) 33-0266015 (I.R.S. Employer Identification No.) 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (760) 340-0098 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------- STEPHEN P. STANCZAK EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY UNITED STATES FILTER CORPORATION 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (760) 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 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. / / 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, 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. / / EXPLANATORY NOTE Pursuant to a Registration Statement on Form S-3 (Registration No. 333-45981) (the "Registration Statement"), United States Filter Corporation, a Delaware corporation (the "Registrant"), offered for sale 5,815,450 shares of its common stock, par value $.01 per share (the "Common Stock"). The Registrant hereby amends the Registration Statement by filing this Post-Effective Amendment No. 5. On April 29, 1999 pursuant to an Agreement and Plan of Merger, dated as of March 22, 1999, EAU Acquisition Corp., a Delaware corporation and a subsidiary of Vivendi, a societe anonyme organized under the laws of France (the "Parent"), merged (the "Merger") with and into the Registrant, with the Registrant surviving as a wholly-owned subsidiary of the Parent. As a result of the Merger, the offering described in the Registration Statement has been terminated. This Post-Effective Amendment is being filed solely to remove from registration 5,183,291 shares of Common Stock offered under the Registration Statement which remained unsold at the termination of the offering. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 16. EXHIBITS. EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- ------------------- 24.1 Power of Attorney (filed herewith) 3 Reg. No. 333-45981 SIGNATURE Pursuant to the requirements of the Securities Act of 1933 the Registrant has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Desert, State of California, on June 24, 1999. UNITED STATES FILTER CORPORATION By: /s/ Richard J. Heckmann --------------------------- Richard J. Heckmann Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment has been signed by the following persons in the capacities and on the date indicated. SIGNATURE CAPACITY DATE Chairman of the Board and /s/ Richard J. Heckmann Chief Executive Officer - ----------------------- (Principal Executive Officer) June 24, 1999 Richard J. Heckmann and a Director Executive Vice President and /s/ Kevin L. Spence Chief Financial Officer June 24, 1999 - ----------------------- (Principal Financial Officer) Kevin L. Spence Vice President, Controller /s/ James W. Dierker and Treasurer (Principal June 24, 1999 - ----------------------- Accounting Officer) James W. Dierker Director - ----------------------- Daniel Caille Director * June 24, 1999 - ----------------------- Arthur B. Laffer 4 Reg. No. 333-45981 Director - ------------------------ Eric Licoys Director * June 24, 1999 - ------------------------ Jean Marie Messier Director * June 24, 1999 - ------------------------ Alfred E. Osborne, Jr. Director - ------------------------ Henri Proglio * By: /s/ Kevin L. Spence June 24, 1999 ----------------------- Kevin L. Spence Attorney in Fact 5 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- ------------------- 24.1 Power of Attorney (filed herewith) 6 EX-24 2 EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY Know all persons by these presents, that the undersigned hereby constitutes and appoints Richard J. Heckmann and Kevin L. Spence, and each of them, the undersigned's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the following Registration Statements, including post-effective amendments, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission: o Registration Statement on Form S-8 (No. 33-49382) o Registration Statement on Form S-8 (No. 33-56744) o Registration Statement on Form S-8 (No. 33-63285) o Registration Statement on Form S-8 (No. 33-63287) o Registration Statement on Form S-8 (No. 33-73542) o Registration Statement on Form S-8 (No. 33-82424) o Registration Statement on Form S-8 (No. 33-89662) o Registration Statement on Form S-8 (No. 333-16069) o Registration Statement on Form S-8 (No. 333-16083) o Registration Statement on Form S-8 (No. 333-30783) o Registration Statement on Form S-8 (No. 333-45955) o Registration Statement on Form S-8 (No. 333-67423) o Registration Statement on Form S-8 (No. 333-67283) o Registration Statement on Form S-8 (No. 333-67285) o Registration Statement on Form S-8 (No. 333-67289) o Registration Statement on Form S-4 (No. 333-39711) o Registration Statement on Form S-4 (No. 333-52717) o Registration Statement on Form S-3 (No. 33-58141) o Registration Statement on Form S-3 (No. 33-63263) o Registration Statement on Form S-3 (No. 33-63325) o Registration Statement on Form S-3 (No. 33-85026) o Registration Statement on Form S-3 (No. 333-07757) o Registration Statement on Form S-3 (No. 333-18889) o Registration Statement on Form S-3 (No. 333-19489) o Registration Statement on Form S-3 (No. 333-20753) o Registration Statement on Form S-3 (No. 333-22395) o Registration Statement on Form S-3 (No. 333-24465) o Registration Statement on Form S-3 (No. 333-45981) 7 The undersigned hereby grants unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of June, 1999. /s/ Jean-Marie Messier ----------------------- Jean-Marie Messier 8 -----END PRIVACY-ENHANCED MESSAGE-----