-----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, SmeODIi//KmGurAWHkPYfvELpORhQY2STUtR5EcsBG663HXf8a38yyCXAGhlArqK 7Ap5ht39aQyq9Y1QOYEQEA== 0000898431-99-000126.txt : 19990629 0000898431-99-000126.hdr.sgml : 19990629 ACCESSION NUMBER: 0000898431-99-000126 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 REFERENCES 429: 333-52487 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: 333-67443 FILM NUMBER: 99653932 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. 333-67443 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------- UNITED STATES FILTER CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 3589 33-0266015 - -------- ---- ---------- (State or other (Primary Standard (I.R.S. Employer jurisdiction Industrial Identification of incorporation Classification No.) or organization) Code Number) 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 securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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(d) 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. / / EXPLANATORY NOTE Pursuant to a Registration Statement to Form S-4 (Registration No. 333-67443) (the "Registration Statement"), United States Filter Corporation, a Delaware corporation (the "Registrant"), offered for sale 10,019,045 shares of its common stock, par value $.01 per share ("Common Stock"). The Registrant hereby amends the Registration Statement by filing this Post-Effective Amendment No. 3. 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. Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus contained in the Registration Statement also relates to the Registration Statement No. 333-52487, previously filed by the Registrant on Form S-4 on May 12, 1998. 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 4,546,547 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 8. EXHIBITS. EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- ------------------- 24.1 Power of Attorney (filed herewith) 3 Reg. No. 333-67443 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 Chief Executive June 24, 1999 /s/ Richard J. Heckmann Officer (Principal - ----------------------- Executive Officer) and a Richard J. Heckmann Director Executive Vice President /s/ Kevin L. Spence and Chief Financial June 24, 1999 - ---------------------- Officer (Principal Kevin L. Spence Financial Officer) Vice President, /s/ James W. Dierker Controller and Treasurer June 24, 1999 - ---------------------- (Principal Accounting James W. Dierker Officer) Director - ---------------------- Daniel Caille Director * June 24, 1999 - ---------------------- Arthur B. Laffer 4 Reg. No. 333-39711 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, Kevin L. Spence and Stephen P. Stanczak, 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 Statement, 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-4 (No. 333-67443) 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 23rd day of June, 1999. /s/ Jean-Marie Messier ---------------------- Jean-Marie Messier 7 -----END PRIVACY-ENHANCED MESSAGE-----