-----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, ALLnqgeJ/62HELEaJ2EcXCGq2AX7fjohKPoVCOZjZXL66YKsE3bB3gm3OWJvCj7P 9VJfhvsit+1t2h8/oG2n/Q== 0000944209-97-001729.txt : 19971224 0000944209-97-001729.hdr.sgml : 19971224 ACCESSION NUMBER: 0000944209-97-001729 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971209 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971223 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: 97743437 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 FORM 8-K 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) December 9, 1997 UNITED STATES FILTER CORPORATION -------------------------------- (Exact name of registrant as specified in its charter) - ------------------------------- ------------ ------------------- DELAWARE 1-10728 33-0266015 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) 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 -------------- (NOT APPLICABLE) ------------------------------- (Former name or former address, if changed from last report) Item 2. ACQUISITION OR DISPOSITION OF ASSETS On December 9, 1997, United States Filter Corporation (the "Company"), through USFC Acquisition Inc., a wholly-owned subsidiary ("Sub"), consummated its tender offer ("Offer") commenced on October 25, 1997 to purchase all of the outstanding ordinary shares (including American Depository Shares ("ADSs"), each representing one ordinary share) (together the "Shares") of Memtec Limited ("Memtec") by paying for all Shares validly tendered and not withdrawn. Memtec is headquartered in Sydney, New South Wales, Australia and the ADSs were traded on the New York Stock Exchange and the ordinary shares were traded on the Australian Stock Exchange Limited. The purchase price was $36.00 per share ("Purchase Price"). The Company acquired certain of the Shares in privately negotiated and open market purchases ("Market Purchases") prior to the Offer. The Company was the beneficial owner of approximately 96% of the Shares upon completion of the Offer. It has begun the process of compulsory acquisition of the Shares it does not yet beneficially own. Compulsory acquisition is provided under the Australian Corporations Law and will allow the Company to require the sale to it of all such remaining Shares at a price per share of $36.00. The Company expects to complete this compulsory acquisition by the end of January, 1998. The persons solicited to tender Shares in the Offer, as well as persons from whom Shares were acquired in the Market Purchases, were the holders of the outstanding Shares of Memtec, none of whom had any material relationship with or to the Company or its affiliates or any director or officer of the Company or associate of any such director or officer, except as set forth in Schedule C to the Offer to Purchase dated October 15, 1997, filed as Exhibit 2.1 hereto and incorporated herein by reference. The total purchase price for all of the Shares, including those acquired by compulsory acquisition, will be approximately $395 million. Financing for the Offer has been provided by borrowings under the Company's Amended and Restated Multicurrency Credit Agreement dated October 20, 1997, with BankBoston, N.A. as Managing Agent, filed as Exhibit 4.1 hereto and incorporated herein by reference. The Purchase Price was determined by arm's-length negotiations between representatives of the Company and Memtec. Memtec is a corporation incorporated under the laws of the State of New South Wales, Australia, that designs, engineers, manufactures and markets an extensive range of filtration products and systems worldwide, focusing on two principal areas of the filtration market, industrial filtration and water filtration. The Company expects to continue Memtec's historic business. Item 7. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED (a) Financial Statements of Businesses Acquired: 2 It is impracticable to provide the required financial information as of the date of this filing. The required financial information will be filed by amendment no later than February 23, 1998. (b) Pro Forma Financial Information: It is impracticable to provide the required pro forma financial information as of the date of this filing. The required pro forma financial information will be filed by amendment no later than February 23, 1998. (c) Exhibits. The following exhibits are filed herewith or incorporated by reference herein:
EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1 United States Filter Corporation Offer to Purchase, dated October 25, 1997, - Incorporated by reference to Exhibit 2.1 of the Company's Form 8-K filed September 19, 1997 2.2 Letter of Transmittal relating to the Tender Offer as registered with the Australian Securities Commission on September 19, 1997 - Incorporated by reference to Exhibit 2.3 of the Company's Form 8-K filed September 19, 1997 2.3 Acceptance and Transfer Form relating to the Tender Offer as registered with the Australian Securities Commission on September 19, 1997 - Incorporated by reference to Exhibit 2.4 of the Company's Form 8-K filed September 19, 1997 2.4 Notice of Variation, dated November 20, 1997 - Incorporated by reference to Exhibit (a)(15) of the Company's Amendment No. 7 to Schedule 14D-1 filed November 24, 1997 4.1 Amended and Restated Multicurrency Credit Agreement dated as of October 20, 1997 by and among United States Filter Corporation and various lenders, with BankBoston, N.A. as Managing Agent - Incorporated by reference to Registration Statement on Form S-4 dated November 6, 1997 (File No. 333-39711)
3 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 thereunto duly authorized. UNITED STATES FILTER CORPORATION Date: December 22, 1997 By: /s/ DAMIAN C. GEORGINO ------------------------------ Damian C. Georgino Senior Vice President, General Counsel and Secretary 4 EXHIBIT INDEX -------------
EXHIBIT NO. DESCRIPTION METHOD OF FILING - ----------- ----------- ---------------- 2.1 United States Filter Corporation Offer to Purchase dated Incorporated by reference to Exhibit 2.1 of the October 25, 1997. Company's Form 8-K filed September 19, 1997. 2.2 Letter of Transmittal relating to the Tender Offer as Incorporated by reference to Exhibit 2.3 of the registered with the Australian Securities Commission on Company's Form 8-K filed September 19, 1997. September 19, 1997. 2.3 Acceptance and Transfer Form relating to the Tender Offer Incorporated by reference to Exhibit 2.4 of the as registered with the Australian Securities Commission on Company's Form 8-K filed September 19, 1997. September 19, 1997. 2.4 Notice of Variation, dated November 20, 1997. Incorporated by reference to Exhibit (a)(15) of the Company's Amendment No. 7 to Schedule 14D-1 filed November 24, 1997. 4.1 Amendment and Restated Multicurrency Credit Agreement Incorporated by reference to Exhibit 2.1 of the dated as of October 20, 1997 by and among United States Registration Statement on Form S-4 dated Filter Corporation and various lenders, with BankBoston, November 6, 1997 (File No. 333-39711). N.A. As Managing Agent.
5 -----END PRIVACY-ENHANCED MESSAGE-----