-----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, GAw2f8ADwH1WW56oBRlybLOWLSu8OslxZFGJC9/A6nPLO+k7M8qH+n3svNrnC9Ur zFXTzS8S/zMJ1Sk9vPmvDg== 0000950132-95-000418.txt : 19951107 0000950132-95-000418.hdr.sgml : 19951107 ACCESSION NUMBER: 0000950132-95-000418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950601 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951106 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: 1934 Act SEC FILE NUMBER: 001-10728 FILM NUMBER: 95587639 BUSINESS ADDRESS: STREET 1: 73 710 FRED WARING DR STE 222 CITY: PALM DESERT STATE: CA ZIP: 92260 BUSINESS PHONE: 6193400098 MAIL ADDRESS: STREET 1: 73 710 FRED WARING DRIVE SUITE 222 CITY: PALM DESERT STATE: CA ZIP: 92260 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) November 1, 1995 ---------------- 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.) 73-710 Fred Waring Drive, Suite 222, Palm Desert, California 92260 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (619) 340-0098 -------------- Item 5. Other Events. On November 1, 1995 United States Filter Corporation issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Press release dated November 1, 1995. 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 By: /s/ Damian C. Georgino -------------------------------------- Damian C. Georgino Vice President Date: November 2, 1995 EXHIBIT INDEX
Sequentially Numbered Exhibit Description Page ------- ----------- ------------ 99.1 Press release dated 3 November 1, 1995
EX-99 2 PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE 73-710 FRED WARING DRIVE PALM DESERT, CA 92260 (619) 340-0098 FOR FURTHER INFORMATION CONTACT: DORRIE B. OSBORNE (619) 340-0098 UNITED STATES FILTER CORPORATION REPORTS RECORD SECOND QUARTER RESULTS PALM DESERT, CALIFORNIA, November 1, 1995 - United States Filter Corporation (NYSE:USF) today reported record revenues of $108,308,000 for the quarter ended September 30, 1995 versus $67,201,000 for the quarter ended September 30, 1994, representing a 61% increase. The Company also reported net income of $4,509,000 for the quarter versus $1,908,000 for the same period last year, representing a 136% increase, with earnings per share for the quarter of $.19 versus $.12 last year, a 58% increase. The weighted average number of shares outstanding increased to 22,952,000 from 14,818,000 for the same period last year. The Company said that its gross margin improved to 30.9% from 28.7% in the year ago second quarter and operating income as a percentage of revenues improved to 7.86% from 4.91%. The Company's product mix was evenly divided between capital equipment and service & parts with its backlog increasing to $158,148,000 from $112,381,000 in the year ago period. The Company also reported record revenues of $199,847,000 for the six months ended September 30, 1995 versus $122,264,000 for the same period last year. Net income for the first half of fiscal 1996 grew to $7,868,000 from $3,015,000 and earnings per share for the first half of this fiscal year are $.35 versus $.18 last year. The weighted average number of shares outstanding for the first half were 21,477,000 versus 14,721,000 a year ago. "Virtually all segments of our business continued to improve both year over year and quarter over quarter," stated Richard J. Heckmann, Chairman and CEO of U.S. Filter. "The activity level in Treated Water Outsourcing, a Nalco/U.S. Filter Joint Venture, was also significant." The Company also said that second quarter results included only two months of revenues and earnings from its recently acquired Interlake division and no financial results from Polymetrics, Inc. which was acquired on October 2, 1995. Separately, U.S. Filter confirmed Eastern Enterprises' intention to sell, subject to price and market conditions, its 3,041,092 shares of U.S. Filter common stock in a public offering. Eastern Enterprises received those shares in 1993 in connection with the sale of the Ionpure division to U.S. Filter. Additionally, U.S. Filter also confirmed Laidlaw Inc.'s intention to issue in a public offering, subject to price and market conditions, notes exchangeable into approximately 2,965,000 shares of common stock of the Company currently held by subsidiaries of Laidlaw Inc. Laidlaw Inc. acquired these shares in 1994 in connection with the sale of Smogless S.p.A. to U.S. Filter. U.S. Filter will file this week with the Securities and Exchange Commission ("SEC") an amendment updating the shelf registration statement relating to the shares held by Eastern, and Laidlaw expects to file with the SEC a registration statement by Friday for the exchangeable notes. The two public offerings will be completed simultaneously as soon as possible. U.S. Filter will not receive any proceeds from the offerings as there will be no primary shares issued. "We believe the distribution of the Eastern and Laidlaw positions will complete the Ionpure and Smogless transactions in which we issued stock in return for businesses that fit our strategic objectives. There has been uncertainty over the timing of the distribution of these positions which now should be put to rest," said Mr. Heckmann of U.S. Filter. "Both Eastern and Laidlaw have been solid and supportive shareholders. We know that holdings in U.S. Filter stock are not strategic to their businesses and we concur that the distribution of the securities at this time is in the best interest not only of their shareholders but also of ours," he said. U.S. Filter is a leading global provider of industrial and commercial water and wastewater treatment systems and services. With corporate offices in Palm Desert, California, U.S. Filter services its customers and substantial installed base of systems through its worldwide network of 124 sales and service facilities, including 12 manufacturing plants. In addition, U.S. Filter is a leading international provider of service deionization and outsourced water services, including the operation of water purification and wastewater treatment systems at customer sites. #### UNITED STATES FILTER CORPORATION CONSOLIDATED INCOME STATEMENTS SEPTEMBER 30, 1995 (UNAUDITED)
Three Months Six Months Ended Ended September 30, September 30, ---------------------------- ----------------------------- 1995 1994 1995 1994 ------------- ----------- ------------ ------------ Revenues $108,308,000 67,201,000 199,847,000 122,264,000 Cost of sales 74,802,000 47,916,000 138,467,000 87,758,000 ------------ ----------- ------------ ------------ Gross profit 33,506,000 19,285,000 61,380,000 34,506,000 Selling, general and administrative expenses 24,994,000 15,986,000 46,620,000 29,229,000 ------------ ----------- ------------ ------------ Operating income 8,512,000 3,299,000 14,760,000 5,277,000 Other income (expense): Interest expense (3,034,000) (1,216,000) (5,469,000) (2,116,000) Other 616,000 586,000 1,342,000 1,112,000 ------------ ----------- ------------ ------------ (2,418,000) (630,000) (4,127,000) (1,004,000) ------------ ----------- ------------ ------------ Income before taxes 6,094,000 2,669,000 10,633,000 4,273,000 Income taxes 1,585,000 761,000 2,765,000 1,258,000 ------------ ----------- ------------ ------------ Net income $ 4,509,000 1,908,000 7,868,000 3,015,000 ============ =========== ============ ============ Net income per common share 0.19 0.12 0.35 0.18 ============ =========== ============ ============ Weighted average number of shares outstanding 22,952,000 14,818,000 21,477,000 14,721,000
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