-----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, CsWHNHnNTfSeaAeg3bNBPdB3WKOxsqJ6q/BO+wXcXdVOdvz+p1ys8YRIMCbYZv0x O6t0m3ChX4dK6bvjLWLxkA== 0000950132-96-000419.txt : 19960709 0000950132-96-000419.hdr.sgml : 19960709 ACCESSION NUMBER: 0000950132-96-000419 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960708 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07757 FILM NUMBER: 96591970 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 S-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1996 REGISTRATION NO. 33- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- 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 3589 33-0266015 (STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.) INCORPORATION OR CODE NUMBER) ORGANIZATION) 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (619) 340-0098 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- DAMIAN C. GEORGINO VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY UNITED STATES FILTER CORPORATION 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (619) 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 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after this registration statement becomes effective. 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. [X] 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, please 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. [_] ---------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE - ---------------------------------------------------------------------------------- Common stock, par value $.01 per share........ 114,994 shares $33.6875 $3,873,860.375 $1,336
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee; computed in accordance with Rule 457(c) on the basis of the average of the high and low sales prices for the Common Stock on July 5, 1996 as reported on the New York Stock Exchange Composite Tape. ---------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED JULY 8, 1996 PROSPECTUS JULY , 1996 114,994 SHARES [LOGO OF U.S. FILTER] UNITED STATES FILTER CORPORATION COMMON STOCK (PAR VALUE $.01 PER SHARE) ----------- This prospectus provides for the offering of up to an aggregate of 114,994 shares (the "Shares") of the Common Stock, par value $.01 per share ("Common Stock"), of United States Filter Corporation (the "Company"). The Shares were acquired by John Hancock Capital Growth Fund II Limited Partnership and John Hancock Capital Growth Fund III Limited Partnership (the "Selling Stockholders") on May 31, 1996, pursuant to the terms of an Agreement and Plan of Merger dated April 15, 1996 (the "Purchase Agreement"). The Shares were issued as partial consideration for the repayment of debt owed by the Company's newly acquired subsidiary, Zimpro Environmental, Inc. ("Zimpro"), to the Selling Stockholders. The Shares may be offered or sold by or for the account of the Selling Stockholders from time to time or at one time on the New York Stock Exchange (the "NYSE") or otherwise, at prices and on terms to be determined at the time of sale, to purchasers directly or by Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") who may receive compensation in the form of discounts, commissions or concessions. The Selling Stockholders and DLJ may be deemed to be "underwriters" within the meaning of the United States Securities Act of 1933, as amended (the "Securities Act"), and any discounts, concessions and commissions received by DLJ may be deemed to be underwriting commissions or discounts under the Securities Act. The Company will not receive any of the proceeds from any sale of the Shares offered hereby. See "Use of Proceeds," "Selling Stockholders" and "Plan of Distribution." The Common Stock is listed on the NYSE and traded under the symbol "USF." The last reported sale price of the Common Stock on the NYSE on July 5, 1996 was $33.75 per share. ----------- SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK. ----------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AVAILABLE INFORMATION The Company is subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files periodic reports, proxy solicitation materials and other information with the United States Securities and Exchange Commission (the "Commission"). Such reports, proxy solicitation materials and other information can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's Regional Offices located at Seven World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. Such reports, proxy and information statements and other information may be found on the Commission's site address, http://www.sec.gov. The Common Stock is listed on the NYSE. Such reports, proxy solicitation materials and other information can also be inspected and copied at the NYSE at 20 Broad Street, New York, New York 10005. The Company has filed with the Commission a registration statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act with respect to the offering made hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain portions of which are omitted in accordance with the rules and regulations of the Commission. Such additional information may be obtained from the Commission's principal office in Washington, D.C. as set forth above. For further information, reference is hereby made to the Registration Statement, including the exhibits filed as a part thereof or otherwise incorporated herein. Statements made in this Prospectus as to the contents of any documents referred to are not necessarily complete, and in each instance reference is made to such exhibit for a more complete description and each such statement is modified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by the Company (File No. 1-10728) pursuant to the Exchange Act are incorporated by reference: The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996; the Company's Current Reports on Form 8-K dated May 31, 1996 as amended on Form 8-K/A dated June 28, 1996, June 10, 1996 and June 27, 1996; and description of the Company's Common Stock contained in Registration Statement on Form 8-A of the Company, as the same may be amended. All documents and reports subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated by reference herein. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge, to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the documents that are incorporated herein by reference, other than exhibits to such information (unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to Vice President, General Counsel and Secretary, United States Filter Corporation, 40-004 Cook Street, Palm Desert, California 92211 (telephone (619) 340-0098). 2 THE COMPANY The Company is a leading global provider of industrial and commercial water treatment systems and services, with an installed base of more than 100,000 systems worldwide. The Company offers a single-source solution to its industrial, commercial and municipal customers through what the Company believes to be the industry's broadest range of cost-effective water treatment systems, services and proven technologies. The Company capitalizes on its substantial installed base to sell additional systems and utilizes its global network of more than 125 sales and service facilities, including 21 manufacturing plants, to provide customers with ongoing service and maintenance. In addition, the Company is a leading international provider of service deionization ("SDI") and outsourced water services, including operation of water purification and wastewater treatment systems at customer sites. The Company's principal executive offices are located at 40-004 Cook Street, Palm Desert, California 92211, and its telephone number is (619) 340-0098. References herein to the Company refer to United States Filter Corporation and its subsidiaries, unless the context requires otherwise. RISK FACTORS Prospective investors should carefully consider the following factors relating to the business of the Company, together with the other information and financial data included or incorporated by reference in this Prospectus, before acquiring the Shares offered hereby. ACQUISITION STRATEGY In pursuit of its strategic objective of becoming the leading global single- source provider of water treatment systems and services the Company has, since 1991, acquired and successfully integrated more than 25 United States based and international businesses with strong market positions and substantial water treatment expertise. The Company's acquisition strategy entails the potential risks inherent in assessing the value, strengths, weaknesses, contingent or other liabilities and potential profitability of acquisition candidates and in integrating the operations of acquired companies. Although the Company generally has been successful in pursuing these acquisitions, there can be no assurance that acquisition opportunities will continue to be available, that the Company will have access to the capital required to finance potential acquisitions, that the Company will continue to acquire businesses or that any business acquired will be integrated successfully or prove profitable. INTERNATIONAL TRANSACTIONS The Company has made and expects it will continue to make acquisitions and to obtain contracts in Europe, Asia and Latin America and other areas outside the United States. While these activities may provide important opportunities for the Company to offer its products and services internationally, they also entail the risks associated with conducting business internationally, including the risk of currency fluctuations, slower payment of invoices and possible social, political and economic instability. RELIANCE ON KEY PERSONNEL The Company's operations are dependent on the continued efforts of senior management, in particular Richard J. Heckmann, its Chairman, Chief Executive Officer and President. Should any of the senior managers be unable to continue in their present roles, the Company's prospects could be adversely affected. PROFITABILITY OF FIXED PRICE CONTRACTS A significant portion of the Company's revenues are generated under fixed price contracts. To the extent that original cost estimates are inaccurate, costs to complete increase, delivery schedules are delayed or progress under a contract is otherwise impeded, revenue recognition and profitability from a particular contract may be adversely affected. The Company routinely records upward or downward adjustments with respect to fixed price 3 contracts due to changes in estimates of costs to complete such contracts. There can be no assurance that future downward adjustments will not be material. CYCLICALITY OF CAPITAL EQUIPMENT SALES The sale of capital equipment within the water treatment industry is cyclical and influenced by various economic factors including interest rates and general fluctuations of the business cycle. The Company's revenues from capital equipment sales were approximately 60% of total revenues for the fiscal year ended March 31, 1995 and 49% for the fiscal year ended March 31, 1996. While the Company sells capital equipment to customers in diverse industries and in global markets, cyclicality of capital equipment sales and instability of general economic conditions could have an adverse effect on the Company's revenues and profitability. POTENTIAL ENVIRONMENTAL RISKS The Company's business and products may be significantly influenced by the constantly changing body of environmental laws and regulations, which require that certain environmental standards be met and impose liability for the failure to comply with such standards. While the Company endeavors at each of its facilities to assure compliance with environmental laws and regulations, there can be no assurance that the Company's operations or activities, or historical operations by others at the Company's locations, will not result in civil or criminal enforcement actions or private actions that could have a materially adverse effect on the Company. In that regard, allegations have been made by federal and state environmental regulatory authorities of multiple violations by a wholly owned subsidiary of the Company with respect to applicable wastewater pretreatment standards at a Connecticut in exchange regeneration facility acquired by the Company in October 1995 from Anjou International Company ("Anjou"). A grand jury investigation is pending which is believed to relate to the same conditions that were the subject of the allegations. The Company has rights of indemnification from Anjou which may be available with respect to these matters. The Company's activities as owner and operator of a hazardous waste treatment and recovery facility are subject to stringent laws and regulations and compliance reviews. Failure of this facility to comply with those regulations could result in substantial fines and the suspension or revocation of the facility's hazardous waste permit. In addition, to some extent, the liabilities and risks imposed by environmental laws on the Company's customers may adversely impact demand for certain of the Company's products or services or impose greater liabilities and risks on the Company, which could also have an adverse effect on U.S. Filter's competitive or financial position. COMPETITION The water purification and wastewater treatment industry is fragmented and highly competitive. The Company competes with many United States based and international companies in its global markets. The principal methods of competition in the markets in which the Company competes are technology, service, price, product specifications, customized design, product knowledge and reputation, ability to obtain sufficient performance bonds, timely delivery, the relative ease of system operation and maintenance, and the prompt availability of replacement parts. In the municipal contract bid process, pricing and ability to meet bid specifications are the primary considerations. While no competitor is considered dominant, there are competitors that are larger and have significantly greater resources than the Company, which, among other things, could be a competitive disadvantage to the Company in securing certain projects. TECHNOLOGICAL AND REGULATORY CHANGE The water purification and wastewater treatment business is characterized by changing technology, competitively imposed process standards and regulatory requirements, each of which influences the demand for the Company's products and services. Changes in regulatory or industrial requirements may render certain of the Company's purification and treatment products and processes obsolete. Acceptance of new products may also be affected by the adoption of new government regulations requiring stricter standards. The Company's ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in the Company's ability to grow and to remain 4 competitive. There can be no assurance that the Company will be able to achieve the technological advances that may be necessary for it to remain competitive or that certain of its products will not become obsolete. In addition, the Company is subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in development or failure of products to operate properly. SHARES ELIGIBLE FOR FUTURE SALE The market price of the Common Stock could be adversely affected by the availability for sale of shares held on June 21, 1996 by security holders of the Company, including (i) up to 2,702,729 shares which may be delivered by Laidlaw Inc. or its affiliates ("Laidlaw"), at Laidlaw's option in lieu of cash, at maturity pursuant to the terms of 5 3/4% Exchangeable Notes due 2000 of Laidlaw (the amount of shares or cash delivered or paid to be dependent within certain limits upon the value of the Common Stock at maturity), (ii) 2,925,611 shares issuable upon conversion of convertible debentures of the Company at a conversion price of $20.50 per share of Common Stock and 5,090,909 shares issuable upon conversion of convertible notes of the Company at a conversion price of $27.50 per share of Common Stock that are currently registered for sale under the Securities Act pursuant to two shelf registration statements, (iii) 1,813,079 outstanding shares that are currently registered for sale under the Securities Act pursuant to a shelf registration statement, (iv) 332,036 outstanding shares that are covered by a shelf registration statement filed under the Securities Act, and (v) 1,905,074 shares which are subject to agreements pursuant to which the holders have certain rights to request the Company to register the sale of such holders' Common Stock under the Securities Act and, subject to certain conditions, to include certain percentages of such shares in other registration statements filed by the Company (1,320,000 of which shares also may be sold from time to time by the holder thereof pursuant to Rule 144 under the Securities Act). In addition, the Company has registered for sale under the Securities Act or filed shelf registration statements with respect to 3,242,772 shares which may be issuable by the Company from time to time in connection with acquisitions of businesses or assets from third parties. USE OF PROCEEDS The Selling Stockholders will receive all of the net proceeds from any sale of the Shares offered hereby, and none of such proceeds will be available for use by the Company or otherwise for the Company's benefit. SELLING STOCKHOLDERS The Shares which may be offered from time to time pursuant to this Prospectus include 8,668 Shares offered for the account of John Hancock Capital Growth Fund II Limited Partnership ("Fund II") and 106,326 Shares offered for the account of John Hancock Capital Growth Fund III Limited Partnership ("Fund III"). Funds II and III acquired an aggregate of 26,313 and 322,710 Shares (including the Shares offered hereby), respectively, on May 31, 1996 under the terms of the Purchase Agreement. The aggregate number of Shares owned by each of Funds II and III prior to the offering described in this Prospectus and the aggregate number of Shares that would be owned by each of them if all the shares offered hereby were disposed of constitute less than 1% of the outstanding Common Stock as of June 21, 1996. Pursuant to the Purchase Agreement, the Company acquired by merger all of the outstanding voting securities of Zimpro. Prior to such merger, the Selling Stockholders were significant shareholders and creditors of Zimpro and had certain contractual and other rights with respect to their share and debt holdings in Zimpro. Other than as described herein, neither of the Selling Stockholders has, or within the past three years has had, any position, office or other material relationship with the Company or any of its predecessors or affiliates. 5 PLAN OF DISTRIBUTION Shares offered hereby may be sold from time to time or at one time by or for the account of the Selling Stockholders on the NYSE; directly to purchasers in negotiated transactions; by or through DLJ in ordinary brokerage transactions or transactions in which DLJ solicits purchasers; in block trades in which DLJ will attempt to sell Shares as agent but may position and resell a portion of the block as principal; in transactions in which DLJ purchases as principal for resale for its own account; or in any combination of the foregoing methods. The Shares will not be sold pursuant to an underwritten offering. Shares may be sold at a fixed offering price, which may be changed, at the prevailing market price at the time of sale, at prices related to such prevailing market price or at negotiated prices. DLJ may arrange for others to participate in any such transaction and may receive compensation in the form of discounts, commissions or concessions. The Company will bear the cost of any such compensation. The proceeds to the Selling Stockholders from any sale of Shares will be net of any expenses to be borne by the Selling Stockholders. If required at the time that a particular offer of Shares is made, a supplement to this Prospectus will be delivered that describes any material arrangements for the distribution of Shares and the terms of the offering, including, without limitation, any discounts, commissions or concessions and other items constituting compensation. The Company may agree to indemnify DLJ against certain civil liabilities, including liabilities under the Securities Act. The Company and the Selling Stockholders are obligated to indemnify each other against certain civil liabilities arising under the Securities Act. The Selling Stockholders and DLJ may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any discounts, commissions or concessions received by DLJ and any profit on the resale of the Shares purchased by DLJ may be deemed to be underwriting commissions or discounts under the Securities Act. The Company has informed the Selling Stockholders that the provisions of Rules 10b-6 and 10b-7 under the Exchange Act may apply to its sales of Shares and has furnished the Selling Stockholders with a copy of these rules. The Company also has advised the Selling Stockholders of the requirement for delivery of a prospectus in connection with any sale of the Shares. Any Shares covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. There is no assurance that the Selling Stockholders will sell any or all of the Shares. The Selling Stockholders may transfer, devise or gift such Shares by other means not described herein. The Company will pay all registration, qualification and filing fees, fees and disbursements of counsel for the Company, accounting fees incident to this Prospectus, "blue sky fees" and expenses, printing and marketing expenses, fees and disbursements of counsel to the Selling Stockholders up to a maximum of $5,000 and all selling commissions payable to DLJ in connection with any sale of the Shares. VALIDITY OF COMMON STOCK The validity of the Shares will be passed upon for the Company by Damian C. Georgino, Vice President, General Counsel and Secretary of the Company. Mr. Georgino presently holds 100 shares of the Company's Common Stock and options granted under the Company's 1991 Employee Stock Option Plan to purchase an aggregate of 15,000 shares of Common Stock. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The consolidated financial statements of United States Filter Corporation and its subsidiaries as of March 31, 1995 and 1996 and for each of the three years in the period ended March 31, 1996 have been incorporated herein by reference in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, which report is incorporated herein by reference, and upon the authority of said firm as experts in accounting and auditing. 6 The consolidated financial statements of Davis Water & Waste Industries, Inc. incorporated in this Prospectus by reference to the audited historical financial statements included in United States Filter Corporation's Form 8-K dated June 27, 1996 have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements of Zimpro Environmental, Inc. as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995 incorporated herein by reference, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference elsewhere herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 7 =============================================================================== NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE- SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFOR- MATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. ----------------- TABLE OF CONTENTS
PAGE ---- Available Information...................................................... 2 Incorporation of Certain Documents by Reference............................ 2 The Company................................................................ 3 Risk Factors............................................................... 3 Use of Proceeds............................................................ 5 Selling Stockholders....................................................... 5 Plan of Distribution....................................................... 6 Validity of Common Stock................................................... 6 Independent Certified Public Accountants................................... 6
=============================================================================== =============================================================================== 114,994 SHARES [LOGO OF U.S. FILTER] UNITED STATES FILTER CORPORATION COMMON STOCK ----------------- PROSPECTUS ----------------- , 1996 =============================================================================== PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses to be paid by the Company in connection with the distribution of the securities being registered, other than underwriting discounts and commissions, which will be borne by the Selling Stockholders, are as follows: Securities and Exchange Commission Filing Fee..................... $ 1,336 *Accounting Fees and Expenses..................................... 4,000 *Legal Fees and Expenses.......................................... 5,000 *Printing Expenses................................................ 9,895 *Miscellaneous Expenses........................................... 1,769 Total........................................................... $22,000
- -------- * Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Certificate of Incorporation and the By-laws of the Company provide for the indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware, the state of incorporation of the Company. Section 145 of the General Corporation Law of the State of Delaware authorizes indemnification when a person is made a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving as a director, officer, employee or agent of another enterprise, at the request of the corporation, and if such person acted in good faith and in a manner reasonably believed by him or her to be in, or not opposed to, the best interests of the corporation. With respect to any criminal proceeding, such person must have had no reasonable cause to believe that his or her conduct was unlawful. If it is determined that the conduct of such person meets these standards, he or she may be indemnified for expenses incurred (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such proceeding. If such a proceeding is brought by or in the right of the corporation (i.e., a derivative suit), such person may be indemnified against expenses actually and reasonably incurred if he or she acted in good faith and in a manner reasonably believed by him or her to be in, or not opposed to, the best interests of the corporation. There can be no indemnification with respect to any matter as to which such person is adjudged to be liable to the corporation; however, a court may, even in such case, allow such indemnification to such person for such expenses as the court deems proper. Where such person is successful in any such proceeding, he or she is entitled to be indemnified against expenses actually and reasonably incurred by him or her. In all other cases, indemnification is made by the corporation upon determination by it that indemnification of such person is proper because such person has met the applicable standard of conduct. The Company maintains an errors and omissions liability policy for the benefit of its officers and directors, which may cover certain liabilities of such individuals to the Company. II-1 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits. The following exhibits are filed as part of this registration statement:
EXHIBIT NUMBER DESCRIPTION ------- ---------------------------------------------------------------------- 5.01 Opinion of Damian C. Georgino as to the legality of the securities being registered 23.01 Consent of Damian C. Georgino (included in Exhibit 5.01) 23.02 Consent of KPMG Peat Marwick LLP 23.03 Consent of Price Waterhouse LLP 23.04 Consent of Ernst & Young LLP 24.01 Powers of Attorney (included on signature page of this registration statement) 99.01 Transfer and Registration Rights Agreement, dated as of May 31, 1996, among the registrant, John Hancock Capital Growth Fund IIB Limited Partnership, John Hancock Capital Growth Fund III Limited Partnership, Carl C. Landegger as Trustee for the 1990 Family Trust and The Black Clawson Company 99.02 Hancock Debt Repayment Shares Letter Agreement, dated as of May 31, 1996, among registrant, John Hancock Capital Growth Fund II Limited Partnership and John Hancock Capital Growth Fund III Limited Partnership
ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Desert, State of California, on July 8, 1996. United States Filter Corporation /s/ Richard J. Heckmann By: _________________________________ Richard J. Heckmann Chairman of the Board, President and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin L. Spence and Damian C. Georgino, and each of them, his true and lawful attorneys-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 this Registration Statement, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission, granting 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. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE CAPACITY DATE /s/ Richard J. Heckmann Chairman of the July 8, 1996 - ------------------------------------- Board, President and RICHARD J. HECKMANN Chief Executive Officer (Principal Executive Officer) and a Director /s/ Kevin L. Spence Vice President and July 8, 1996 - ------------------------------------- Chief Financial KEVIN L. SPENCE Officer (Principal Financial and Accounting Officer) /s/ Michael J. Reardon Executive Vice July 8, 1996 - ------------------------------------- President and a MICHAEL J. REARDON Director SIGNATURE CAPACITY DATE /s/ Tim L. Traff Senior Vice July 8, 1996 - ------------------------------------- President and a TIM L. TRAFF Director /s/ James E. Clark Director July 8, 1996 - ------------------------------------- JAMES E. CLARK /s/ John L. Diederich Director July 8, 1996 - ------------------------------------- JOHN L. DIEDERICH /s/ Robert S. Hillas Director July 8, 1996 - ------------------------------------- ROBERT S. HILLAS /s/ Arthur B. Laffer Director July 8, 1996 - ------------------------------------- ARTHUR B. LAFFER /s/ Alfred E. Osborne, Jr. Director July 8, 1996 - ------------------------------------- ALFRED E. OSBORNE, JR. /s/ J. Danforth Quayle Director July 8, 1996 - ------------------------------------- J. DANFORTH QUAYLE /s/ C. Howard Wilkins, Jr. Director July 8, 1996 - ------------------------------------- C. HOWARD WILKINS, JR. EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 5.01 Opinion of Damian C. Georgino as to the legality of the securities being registered 23.01 Consent of Damian C. Georgino (included in Exhibit 5.01) 23.02 Consent of KPMG Peat Marwick LLP 23.03 Consent of Price Waterhouse LLP 23.04 Consent of Ernst & Young LLP 24.01 Powers of Attorney (included on signature page of this registration statement) 99.01 Transfer and Registration Rights Agreement, dated as of May 31, 1996, among the registrant, John Hancock Capital Growth Fund IIB Limited Partnership, John Hancock Capital Growth Fund III Limited Partnership, Carl C. Landegger as Trustee for the 1990 Family Trust and The Black Clawson Company 99.02 Hancock Debt Repayment Shares Letter Agreement, dated as of May 31, 1996, among registrant, John Hancock Capital Growth Fund II Limited Partnership and John Hancock Capital Growth Fund III Limited Partnership
EX-5.01 2 OPINION OF DAMIAN C. GEORGINO EXHIBIT 5.01 July 8, 1996 United States Filter Corporation 40-004 Cook Street Palm Desert, California 92211 Ladies and Gentlemen: I am Vice President, General Counsel and Secretary to United States Filter Corporation, a Delaware corporation (the "Company"), and have acted as counsel to the Company in connection with the Registration Statement on Form S-3 (the "Registration Statement"), filed by the Company on July , 1996 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, with respect to an aggregate of up to 114,994 shares (the "Selling Stockholders' Shares") of the Company's Common Stock, par value $.01 per share, that may be offered or sold from time to time by the selling stockholders identified in the Registration Statement (the "Selling Stockholders"). I am familiar with the Registration Statement and have reviewed the Company's Certificate of Incorporation and By-laws, each as amended and restated. I have also examined such other public and corporate documents, certificates, instruments and corporate records, and such questions of law, as I have deemed necessary for purposes of expressing an opinion on the matters hereinafter set forth. In all examinations of documents, instruments and other papers, I have assumed the genuineness of all signatures on original and certified documents and the conformity to original and certified documents of all copies submitted to me as conformed, photostatic or other copies. On the basis of the foregoing, I am of the opinion that the Selling Stockholders' Shares have been validly issued and are fully paid and non- assessable. I consent to the filing of this opinion as Exhibit 5.01 to the Registration Statement and to the use of my name in the Prospectus forming a part thereof under the caption "Validity of Common Stock." Yours truly, /s/ Damian C. Georgino EX-23.02 3 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.02 INDEPENDENT AUDITORS' CONSENT To the Board of Directors and Shareholders United States Filter Corporation: We consent to incorporation by reference in the Registration Statement on Form S-3 of United States Filter Corporation of our report dated June 7, 1996, relating to the consolidated balance sheets of United States Filter Corporation as of March 31, 1995 and 1996 and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three year period ended March 31, 1996 and to the reference to our firm under the heading "Independent Certified Public Accountants" in the prospectus. KPMG Peat Marwick LLP Orange County, California July 3, 1996 EX-23.03 4 CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 23.03 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of United States Filter Corporation of our report dated June 13, 1996, relating to the consolidated financial statements of Davis Water & Waste Industries, Inc., which appears in the Current Report on Form 8-K of United States Filter Corporation dated June 27, 1996. We also consent to the reference to us under the heading "Independent Certified Public Accountants" in such Prospectus. Price Waterhouse LLP Atlanta, Georgia June 28, 1996 EX-23.04 5 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.04 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Independent Certified Public Accountants" in the Registration Statement (Form S-3) and related Prospectus of United States Filter Corporation for the registration of 114,994 shares of its common stock and to the incorporation by reference therein of our report dated February 8, 1996, except for Notes 4 and 10, as to which the date is May 10, 1996, with respect to the consolidated financial statements of Zimpro Environmental, Inc. included in the Current Report on Form 8-K of United States Filter Corporation dated May 31, 1996, filed with the Securities and Exchange Commission. Ernst & Young LLP Minneapolis, Minnesota July 3, 1996 EX-99.01 6 TRANSFER & REGISTRATION AGREEMENT EXHIBIT 99.01 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TRANSFER AND REGISTRATION AGREEMENT AMONG UNITED STATES FILTER CORPORATION, JOHN HANCOCK CAPITAL GROWTH FUND IIB LIMITED PARTNERSHIP, JOHN HANCOCK CAPITAL GROWTH FUND III LIMITED PARTNERSHIP, CARL C. LANDEGGER, TRUSTEE AND THE BLACK CLAWSON COMPANY DATED AS OF MAY 31, 1996 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TRANSFER AND REGISTRATION AGREEMENT AMONG UNITED STATES FILTER CORPORATION, JOHN HANCOCK CAPITAL GROWTH FUND IIB LIMITED PARTNERSHIP, JOHN HANCOCK CAPITAL GROWTH FUND III LIMITED PARTNERSHIP, CARL C. LANDEGGER, TRUSTEE AND THE BLACK CLAWSON COMPANY DATED AS OF MAY 31, 1996 TABLE OF CONTENTS
PAGE ---- 1. Certain Definitions............................................................. 3 2. Restrictions on Transferability................................................. 4 3. Restrictive Legends............................................................. 4 4. Notice of Proposed Transfers.................................................... 4 5. Demand Registration............................................................. 5 6. Plan of Distribution............................................................ 6 7. Company Registration............................................................ 6 8. Expenses of Registration........................................................ 7 9. Indemnification................................................................. 7 10. Obligations of the Company...................................................... 8 11. Information by Holder........................................................... 9 12. Securities Law Compliance....................................................... 9 13. Standoff Agreement.............................................................. 10 14. Rule 144 Requirements........................................................... 10 15. Amendment of Registration Rights................................................ 10 16. Investment Representation....................................................... 10 17. Notices, etc.................................................................... 10 18. Entire Agreement Severability................................................... 11 19. Governing Law................................................................... 11 20. Counterparts.................................................................... 11
2 TRANSFER AND REGISTRATION AGREEMENT This Transfer, Registration and Other Rights Agreement ("Agreement") is entered into as of May 31, 1996 among United States Filter Corporation, a Delaware corporation (the "Company"), John Hancock Capital Growth Management, Inc., in its capacity as general partner of Capital Growth Partners Limited Partnership, the general partner of John Hancock Capital Growth Fund II Limited Partnership for the benefit of its Class B Limited Partners ("Hancock Fund IIB"), and as general partner of Gramercy Hill Partners Limited Partnership, the general partner of John Hancock Capital Growth Fund III Limited Partnership ("Hancock Fund III"); Carl C. Landegger, as trustee under the Agreement dated as of September 12, 1990 creating the 1990 Family Trust, an inter vivos trust formed under the laws of the State of New York (the "Trust"); and The Black Clawson Company, an Ohio corporation ("Black Clawson"), with reference to certain shares of Common Stock, $.01 par value (the "Common Stock") of the Company. 1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: "Commission" shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Holders" shall mean Hancock Fund IIB, Hancock Fund III, the Trust and Black Clawson, provided that the term "Holders" shall include (i) the general and limited partners of Hancock Fund IIB and Hancock Fund III to the extent that Shares are distributed by Hancock Fund IIB and Hancock Fund III to such general and limited partners, and (ii) the beneficiaries of the Trust to the extent that Shares are distributed by the Trust to its beneficiaries. "Initiating Holders" shall mean any person or persons who in the aggregate are Holders of at least 150,000 Registrable Shares. "Merger Agreement" shall mean the Agreement and Plan of Merger dated as of April 15, 1996 by and among the parties hereto, U.S. Filter/Zimpro Acquisition Corp., a Wisconsin corporation and Landegger Environmental Holdings, Inc., a Delaware corporation. "Restricted Shares" shall mean the shares of the Company required to bear the legend set forth in paragraph (a) of Section 3 hereof. "Registrable Shares" shall mean the Shares; provided, however, that Shares shall be treated as Registrable Shares only if and so long as they have not been (i) sold in a public distribution or a public securities transaction, or (ii) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale. The terms "register", "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. "Registration Expenses" shall mean all registration, qualification and filing fees, fees and disbursements of counsel for the Company, accounting fees incident to any such registration and blue sky fees and expenses and, in the event of an underwritten offering involving the original issuance of shares by the Company, shall include printing expenses and marketing expenses. "Rule 144" shall mean Rule 144 promulgated under the Securities Act, as such Rule shall be in effect at the time, and any successor thereto. "Securities Act" shall mean the United States Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 3 "Selling and Distribution Expenses" shall mean all costs and expenses applicable to a registration, other than Registration Expenses, including without limitation, underwriting discounts, selling commissions and stock transfer taxes applicable to the Shares registered by the Holders, fees and disbursements of counsel for the Holders, printing expenses and marketing expenses. "Shares" shall mean the 585,074 shares of Common Stock issued to or for the benefit of the Holders on the date hereof, as that number shall be adjusted for indemnification pursuant to the Merger Agreement, and any shares of Common Stock issued in respect thereof in connection with stock splits, stock dividends or distributions, or combinations or similar recapitalizations, on or after the date hereof. 2. Restrictions on Transferability. The Shares may be sold, assigned, transferred or pledged only in accordance with the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. 3. Restrictive Legends. (a) Each certificate representing Shares shall (unless otherwise permitted by subsection (c) of this Section 3 or Section 4) be stamped with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. (b) Each certificate representing Shares shall also be stamped with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT BETWEEN CERTAIN STOCKHOLDERS AND THE CORPORATION WHICH INCLUDES RESTRICTIONS ON CERTAIN SALES OF THE SECURITIES. COPIES OF THE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. (c) Each Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Agreement. The legend placed on any certificate pursuant to Section 3(a) and any notations or instructions with respect to the Shares represented by such certificate will be promptly removed, and the Company will promptly issue a certificate without such legend to the Holder of such Shares (i) if such Shares are registered under the Securities Act (but only in connection with the actual sale of such securities) and a prospectus meeting the requirements of Section 10 of the Securities Act is available, (ii) if the Holder thereof satisfies the requirements of Rule 144(k) and, where reasonably determined necessary by the Company, provides the Company with an opinion of counsel for the Holder of the Shares, both such counsel and such opinion being reasonably satisfactory to the Company, to the effect that (A) the Holder meets the requirements of Rule 144(k) or (B) a public sale, transfer or assignment of the Shares may be made without registration or (iii) if the Holder effects a sale pursuant to Rule 144. 4. Notice of Proposed Transfers. The holder of each certificate representing Restricted Shares by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Shares, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the Holder thereof shall notify the Company in writing of such Holder's intention to effect such transfer, sale, assignment or pledge and the intended manner and circumstances thereof in reasonable detail. If requested by the Company, any such notice shall be accompanied 4 at such Holder's expense by a written opinion of legal counsel who is, and whose legal opinion shall be, reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of Restricted Shares may be effected without registration under the Securities Act, and by such certificates and other information as the Company may reasonably require to confirm such opinion, whereupon the Holder of such Restricted Shares shall be entitled to transfer such Restricted Shares in the manner contemplated by such opinion, subject to Section 18. Each certificate evidencing the Restricted Shares transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3(a) above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such Holder and the Company such legend is not required in order to establish compliance with any provisions of the Securities Act. So long as such restrictive legend shall be required to remain on any such certificates, the transfer of the Restricted Shares represented thereby shall be conditioned upon the transferee thereof becoming a party hereto (except that such transferee shall have no rights under Sections 5 or 6 hereof unless the transferee is a Holder). 5. Demand Registration. In case the Company shall receive a written request from any Initiating Holders that the Company effect a registration with respect to Registrable Shares, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) use its best efforts to file a registration statement (on Form S-3 or successor form, provided, however, that if the Company is not then eligible to file a registration statement on Form S-3, it shall use its best efforts to file on any other Form for which it is then eligible, in which case all Registration Expenses (other than registration and filing fees) in excess of $10,000 in the aggregate shall be deemed to be Selling and Distribution Expenses) with the Commission within 90 days (120 days in the case of a registration statement other than on Form S-3 or successor form) after the Initiating Holder's request and to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the sale and distribution of such Registrable Shares as are specified in such request, together with all Registrable Shares of any Holder or Holders joining in such request as are specified in a written request received by the Company within 30 days after receipt of such written notice from the Company, provided, however, that if more than 234,029 Registrable Shares are specified in the aggregate in all such requests made in respect of an Initiating Holder's request in accordance with Section 5(B)(I), the number of Registrable Shares included in the registration shall nonetheless be limited to 234,029 and the reduction shall be allocated among the Initiating Holders and the other Holders joining in such request in proportion, as nearly as practicable, to the respective numbers of Registrable Shares such Holders had requested to be included in such registration; and Provided further, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 5: (A) In any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance except as may be required by the Securities Act; (B) Unless an Initiating Holders' request is made under one of the following circumstances: (I) such request is received by the Company during the period commencing six months after the date hereof and ending twelve months after the date hereof (the "First Window") and the Company has not previously effected a registration pursuant to a request received during the First Window; or (II) such request is received by the Company during the period commencing twelve months after the date hereof and ending twenty-four months after the date hereof (the "Second Window"), the Company has not previously effected a registration pursuant to a request received during the Second Window and the holding period for the shares as may be then specified in Rule 144 has not expired; provided, however, the Holders may make an aggregate of two registration requests during the Second Window if: (x) a registration requested during the First Window was not effected by reason of 5 subsection (C) or (D) below, and (y) in the case where the First Window registration request was not effected by reason of subsection (C) below, the registration statement referred to therein did not include all Registrable Shares which were requested to be so included or Registrable Shares were not entitled to be so included. (C) During the period starting with the date 60 days prior to the filing of, and ending on a date 120 days following the effective date of, a registration statement filed by the Company (I) for a primary or secondary underwritten offering or (II) in circumstances where the investment banking firm participating in the distribution of the shares covered by such registration statement in its sole discretion determines that marketing factors require a delay in taking action to effect a registration of Registrable Shares (other than with respect to a registration statement relating to a Rule 145 or other business combination transaction, an offering solely to employees and/or directors or any other registration which is not appropriate for the registration of Registrable Shares). (D) At any time when the Holders would be required to refrain from selling Registrable Shares pursuant to Section 12(b). 6. Plan of Distribution. (a) The distribution of Registrable Shares pursuant to a registration under Section 5 shall be effected, whether from time to time or at one time, only (i) by or through such investment banking firm or firms as may be designated by the Company at the time the applicable registration statement is filed, acting in such capacity (as broker, dealer, principal or otherwise), and receiving such compensation, as may be agreed by the Holders and such investment banking firm or firms, or (ii) in private transactions as to which the Company shall have been given at least two business days' prior written notice describing the terms of the proposed transaction(s), unless the Company shall have identified prior to the expiration of such two-day period a substitute purchaser for all of the Registrable Shares identified in such notice on terms at least as favorable to the Holders as the terms specified in such notice, in which event such Registrable Shares shall be sold to such substitute purchaser (which may be the Company). (b) The Holders shall not be entitled to effect a distribution under Section 5 by means of an underwritten offering. (c) The Holders shall be entitled to exclude from any registration effected pursuant to Section 5 any shares of Common Stock other than Registrable Shares if the investment banking firm or firms designated under subsection (a) hereof determines that marketing factors require a limitation of the number of shares to be included in such registration. (d) The Company hereby represents and warrants that it has no agreement, undertaking or other arrangement granting to any third party the right (whether demand, piggyback or otherwise) to require the Company to register any class of shares of its capital stock, outstanding as of the date of this Agreement, except as disclosed on Schedule 6(d). 7. Company Registration. (a) Notice of Registration. If, at any time or from time to time, the Company shall determine to register any of its Common Stock, either for its own account or the account of a security holder or holders exercising their respective demand registration rights, for distribution pursuant to an underwritten offering, the Company will (i) promptly give to each Holder written notice thereof, and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), subject to Section 7(b) and Section 18, all the Registrable Shares specified in a written request or requests made by any Holder within 30 days after its receipt of such written notice from the Company. (b) Underwriting. The right of any Holder to registration pursuant to this Section 7 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute all or a portion of their Shares through such 6 underwriting shall (together with the Company and the other holders distributing shares of Common Stock through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the Holders who have demanded such registration). Notwithstanding any other provision of this Section 7, if the managing underwriter in its sole discretion determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Shares to be included in such registration. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 7, and the number of Registrable Shares that may be included in the registration and underwriting by such Holders and such other holders shall be reduced by the number of shares determined by the managing underwriter not to be included in such registration, such cutback to be allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Shares held by such Holders and by such other holders. If any Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. (c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. 8. Expenses of Registration. All Registration Expenses incurred in connection with any registration pursuant to Sections 5 or 7 shall be borne by the Company. All other Selling and Distribution Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of the Registrable Shares included in such registration pro rata on the basis of the number of Shares so registered. 9. Indemnification. (a) The Company will indemnify each Holder, each of its officers, directors, partners, employees and agents and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any other federal, state or common law rule or regulation applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors, employees and agents and each person controlling such Holder for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company pursuant to an instrument duly executed by such Holder or controlling person and stated to be specifically for use therein. (b) Each Holder will, if Registrable Shares held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact 7 contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with any written information furnished to the Company pursuant to an instrument duly executed by such Holder and stated to be specifically for use therein. (c) Each party entitled to indemnification under this Section 9 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless, but only to the extent that, the failure to give such notice is actually prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. (d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any Holder of Registrable Securities exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9 provides for indemnification in such case, then, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Shares offered by the registration statement bears to the public offering price of all Shares offered by such registration statement; and the Company is responsible for the remaining portion not payable by any other Holder or holder; provided, however, that, in any such case, (A) no such Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Shares offered by it pursuant to such registration statement; and (B) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 10. Obligations of the Company. Whenever required under this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the Commission a registration statement with respect to such Registrable Shares, and use its best efforts to cause such registration statement to become effective and to keep such registration statement effective for up to 90 days; provided, however, that such period shall be extended by the number of days during such 90-day period (i) from and including the date of the giving of any notice pursuant to Section 10(f) to and including the date specified in Section 12(b)(i) or (ii), as the case may be, and (ii) comprising any standoff period specified pursuant to Section 13 unless all Registrable Shares requested to be included in the registration invoking such standoff have been so included. No day included within both subsections (i) and (ii) above shall be counted more than once. (b) Prepare and file with the Commission such amendments and supplements to such registration statement as may be necessary (i) to update and keep such registration statement effective as provided in 8 Section 10(a) above, (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Shares covered by such registration statement and (iii) to reflect a modification in the manner of distribution of the Registrable Shares. Notwithstanding anything else to the contrary contained herein, the Company shall not be required to disclose in any amendment or supplement to a registration statement (x) any confidential information concerning any matter which is the subject of a notice given under Section 10(f) as to which the Company has a bona fide interest in withholding disclosure, or (y) historical financial statements or pro forma financial information required by Regulation S-X of the Commission in connection with a business acquisition or disposition prior to the date when such information would otherwise be required to be filed with the Commission (including extensions pursuant to Item 7(a)(4) of Form 8-K). (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (e) In the event of any underwritten public offering contemplated by Section 7, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (f) Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which the prospectus is used, and, except where the Company has a bona fide interest in withholding disclosure or the time period for filing with the Commission information referred to in Section 10(b)(y) has not expired, promptly prepare and furnish to such Holders a supplement or amendment to such prospectus so that such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 11. Information by Holder. The Holder or Holders of Registrable Shares included in any registration shall furnish to the Company such information regarding such Holders, the Registrable Shares held by them and the distribution proposed by such Holder or Holders as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. 12. Securities Law Compliance. (a) The Holder or Holders of Registrable Shares included in any registration pursuant to this Agreement covenant that they will comply with the Securities Act and with the Exchange Act with respect to any such registration, recognizing that the Company may notify such Holder or Holders in accordance with Section 10(f) that the registration statement is not then current. (b) The Holders agree that, immediately upon receipt of a notification pursuant to Section 10(f), they will refrain from selling Registrable Shares under a registration statement filed pursuant to Section 5 of this Agreement until (i) subsequently notified by the Company that the registration is current or (ii) receipt of a favorable opinion of counsel as hereinbelow provided. The Company agrees that it will consult with the Holders or, at any Holder's request, counsel for such Holder, following the giving of any such notification, and that in the event the Holders (or their counsel) of a majority of the Registrable Shares then the subject of an effective registration are of the view that the Registrable Shares subject to such registration could be sold in compliance with the Securities Act and the Exchange Act without disclosure of the nonpublic information which is the subject of the notification, the parties hereto agree to be bound by an opinion of Kirkpatrick & Lockhart LLP or 9 other counsel reasonably satisfactory both to the Holders of a majority of the Registrable Shares then the subject of an effective registration and the Company as to whether such sales can be made without violation of the Securities Act or the Exchange Act. 13. Standoff Agreement. The Holders agree in connection with any registration of the Company's securities that, during a period of three years from the date of this Transfer and Registration Agreement, upon request of the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Shares (other than those included in such registration), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 120 days) from the effective date of such registration as may be requested by the Company or such managing underwriters; provided, however, that this Section 13 shall be of no force and effect at such time as the Holders shall hold in the aggregate less than 50,000 Shares. 14. Rule 144 Requirements. The Company agrees to: (a) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (b) furnish to any Holder of Registrable Securities upon request (i) a written statement by the Company as to its compliance with the requirements of said Rule 144(c), and the reporting requirements of the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such Holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing itself to sell any such securities without registration. 15. Amendment of Registration Rights. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company, and the Holders of not less than eighty percent of the Registrable Shares then outstanding and held by the Holders. Any amendment or waiver effected in accordance with this Section 15 shall be binding upon each Holder of any Registrable Shares then outstanding, each future holder of any Shares who is a party to this Agreement, and the Company. 16. Investment Representation. Each Holder hereby confirms and represents and warrants to the Company that such Holder is acquiring the Shares for investment only and not with a view to or in connection with any resale or distribution of the Shares. 17. Notices, etc. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand, courier service, United States mail (return receipt requested) or by facsimile, addressed as follows: (a) if to Hancock Fund IIB, Hancock Fund III, the Trust or Black Clawson, to their addresses or facsimile numbers identified below their respective signature lines (b) if to the Holders to whom a distribution referred to in clause (i) or (ii) of the definition of "Holders" set forth in Section 1 has been made, to the addresses or facsimile numbers identified below for the Holder from whom the Holder in question received such distribution (c) if to the Company, to: United States Filter Corporation 40-004 Cook Street Palm Desert, CA 92211 FAX No. (612) 341-9368 Attn: Chief Executive Officer with a copy to: General Counsel or to such other address or facsimile number of a party of which such party has given notice to the other parties pursuant to this Section. 10 18. Entire Agreement; Severability. This Agreement and the Merger Agreement together with the Schedules and Exhibits thereto set forth all of the provisions, covenants, agreements, conditions and undertakings among the parties hereto with respect to the subject matter hereof. Notwithstanding anything to the contrary provided in this Agreement, in no event shall any rights provided herein supersede the representations regarding "pooling of interests" set forth in Section 9.06 of the Merger Agreement nor the restrictions set forth in the Zimpro Affiliate Agreements as defined in the Merger Agreement. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable, the remaining provisions shall remain in full force and effect. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws (other than those with respect to choice of law) of the State of Delaware. Each of the parties hereto agrees that all claims in any action or proceeding arising out of or related to this Agreement may be heard and determined in any Delaware state court or federal court sitting in the State of Delaware. 20. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [THIS SPACE INTENTIONALLY LEFT BLANK.] 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. UNITED STATES FILTER CORPORATION By: /s/ Damian C. Georgino -------------------------------- Damian C. Georgino Vice President, General Counsel and Secretary JOHN HANCOCK CAPITAL GROWTH Fund IIB LIMITED PARTNERSHIP By: /s/ K. Deane Reade, Jr. -------------------------------- Name: K. Deane Reade, Jr. ------------------------------ Vice President Title: ------------------------------ JOHN HANCOCK CAPITAL GROWTH Fund III LIMITED PARTNERSHIP By: /s/ K. Deane Reade, Jr. ------------------------------ Name: K. Deane Reade, Jr. ------------------------------ Title: Vice President ------------------------------ 1990 FAMILY TRUST By: /s/ Carl C. Landegger ------------------------------ Name: Carl C. Landegger ------------------------------ Title: Trustee ------------------------------ THE BLACK CLAWSON COMPANY By: /s/ Carl C. Landegger ------------------------------ Name: Carl C. Landegger ------------------------------ Title: Chairman ------------------------------ 12 SCHEDULE 6(D) 1. Transfer and Registration Agreement between United States Filter Corporation and Alcoa Securities Corporation dated as of December 31, 1991 2. Transfer, Registration and Other Rights Agreement among United States Filter Corporation, Warburg, Pincus Capital Company, L.P. and Certain Individual Stockholders of United States Filter Corporation dated as of July 8, 1994 3. Transfer, Registration and Other Rights Agreement among United States Filter Corporation, Laidlaw International Investments (Luxembourg) S.A., Laidlaw Investments (Barbados) Ltd., Marfit, S.p.A., Laidlaw, Inc. and Ing. Gilberto Cominetta dated as of August 31, 1994 4. Option and Registration Rights Agreement among United States Filter Corporation, Florence E. Stockdale, James Timothy Stockdale, William E. Stockdale III, John Christopher Stockdale, Melody S. Williamson and Katharine S. Price dated as of August 10, 1995 13 EX-99.02 7 HANCOCK DEBT REPAYMENT SHARES LETTER EXHIBIT 99.02 United States Filter Corporation 40-004 Cook Street Palm Desert, California 92211 May 31, 1996 John Hancock Capital Growth Fund II Limited Partnership John Hancock Capital Growth Fund III Limited Partnership One Madison Avenue, Suite 25A New York, New York 10022 Re: Agreement and Plan of Merger dated as of April 15, 1996 among United States Filter Corporation, U.S. Filter/Zimpro Acquisition Corp., Landegger Environmental Holdings, Inc., John Hancock Capital Growth Fund II Limited Partnership, John Hancock Capital Growth Fund III Limited Partnership, Carl C. Landegger, Trustee and Black Clawson Company Gentlemen: Section 3.06 of the above referenced agreement (the "Agreement"), provides for the delivery by the Surviving Corporation of the Hancock Debt Repayment Shares under the S-4 Shelf Registration Statement (as such terms are defined in the Agreement). Because the S-4 Shelf Registration Statement is not on the date hereof current, USF, the Surviving Corporation and the Hancock Fund hereby agree that the Surviving Corporation shall on the date hereof deliver to the Hancock Fund the Hancock Debt Repayment Shares in a privately placed transaction exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act") in lieu of issuance under the S-4 Shelf Registration Statement contemplated in the Agreement. USF also hereby agrees to provide you with the registration rights specified herein relating to the Hancock Debt Repayment Shares. Unless otherwise defined herein, capitalized terms used and not defined herein shall have the meaning specified in the Agreement. 1. USF shall, as expeditiously as possible, subject to paragraph 6 below, use its best efforts to effect the registration under the Securities Act on Form S-3 (the "Registration Statement") of the Hancock Debt Repayment Shares. The Registration Statement shall not be subject to the right of USF to cause the filing or effectiveness of the Registration Statement to be deferred on account of any other registration rights or on account of any offering of USF Common Shares for cash by USF. USF warrants and represents that no person or entity has registration rights which are inconsistent with the foregoing provision and covenants that it will not, prior to the expiration of the period specified in paragraph 4 below, grant any such inconsistent registration rights. The Hancock Fund shall not be required to suspend sales of the Hancock Debt Repayment Shares in connection with any underwritten offering of USF Common Shares by USF or otherwise. The Hancock Fund has been advised that USF currently expects to register USF Common Shares on Form S-4 as part of a business combination transaction in the near future; in the event that such business combination transaction proceeds as expected, USF and the Hancock Fund agree that USF shall use its best efforts to register the disposition of the Hancock Debt Repayment Shares contemporaneously with the registration of such USF Common Shares on such Form S-4. 2. USF shall bear all registration, qualification and filing fees, fees and disbursements of counsel for USF, accounting fees incident to any such registration, blue sky fees and expenses, printing and marketing expenses, fees and disbursements of counsel to the Hancock Fund or any permitted transferee under 1 paragraph 8 up to a maximum of $5,000 and all selling commissions in connection with any sale of the Hancock Debt Repayment Shares pursuant to paragraph 3(i). The Hancock Fund or any permitted transferee under paragraph 8 shall bear all stock transfer taxes applicable to the disposition of the Hancock Debt Repayment Shares. 3. The distribution of the Hancock Debt Repayment Shares pursuant to the Registration Statement shall be effected, whether from time to time or at one time, only (i) by or through such investment banking firm or firms as may be designated by USF at the time the Registration Statement is filed, acting in such capacity (as broker, dealer, principal or otherwise), and receiving such compensation, as may be agreed by the Hancock Fund or any permitted transferee under paragraph 8 and such investment banking firm or firms, or (ii) in private transactions as to which USF shall have been given at least two business days' prior written notice describing the terms of the proposed transaction(s), unless USF shall have identified prior to the expiration of such two-day period a substitute purchaser for all of the Hancock Debt Repayment Shares identified in such notice on terms at least as favorable to the seller as the terms specified in such notice, in which event such Hancock Debt Repayment Shares shall be sold to such substitute purchaser (which may be USF). Neither the Hancock Fund nor any permitted transferee under paragraph 8 shall be entitled to effect a distribution of the Hancock Debt Repayment Shares by means of an underwritten offering. USF shall give the Hancock Fund or any permitted transferee under paragraph 8 at least ten (10) business days' written notice prior to the initial filing of the Registration Statement. The Hancock Fund or any permitted transferee under paragraph 8 shall advise USF in writing, within five (5) business days' of receipt of such notice, of the terms of its compensation arrangements with the designated investment banking firm or firms and the capacity or capacities in which they will act, and any other information required of it for inclusion in the Registration Statement. 4. USF shall maintain the effectiveness of the Registration Statement until the earlier of (i) the disposition by the Hancock Fund or permitted transferees under paragraph 8 of all of the Hancock Debt Repayment Shares or (ii) the day after all of the following shall have been true on each of 60 days (which need not be consecutive): (a) the Registration Statement shall have been effective and (b) the prospectus included in the Registration Statement shall have been current for purposes of the methods of disposition of the Hancock Debt Repayment Shares set forth in the Registration Statement and (c) the Hancock Fund shall have had (or would have had) the ability to sell the Hancock Debt Repayment Shares under the applicable Zimpro Affiliate Pooling Agreements. 5. USF shall use its best efforts to register and qualify the Hancock Debt Repayment Shares covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Hancock Fund or any permitted transferee under paragraph 8. USF shall provide the Hancock Fund or any permitted transferee under paragraph 8 with such number of copies of the then- current prospectus as shall be reasonably requested by it. 6. USF shall promptly prepare and file all such amendments and supplements to the Registration Statement and the prospectus included therein as may be necessary (i) to update and keep effective the Registration Statement and keep current the prospectus included therein, (ii) to comply with the provisions of the Securities Act with respect to the disposition of the Hancock Debt Repayment Shares and (iii) to reflect any modification in the manner of distribution of the Hancock Debt Repayment Shares specified by the Hancock Fund or any permitted transferee under paragraph 8 in accordance with paragraph 3. Notwithstanding anything else to the contrary contained herein, USF shall not be required to disclose in any amendment or supplement to the Registration Statement (x) any confidential information concerning any matter as to which USF has a bona fide interest in withholding disclosure, or (y) historical financial statements or pro forma financial information required by Regulation S-X in connection with a business acquisition or disposition prior to the date when such information would otherwise be required to be filed with the Securities and Exchange Commission (including extensions pursuant to Item 7(a)(4) of Form 8-K); provided, however, that USF may avail itself of clause (x) above only on one occasion and for a period of 20 days. USF also shall not be required to file the 2 Registration Statement at any time when it would not be obligated to disclose information referenced in (x) or (y) of the preceding sentence. 7. The Hancock Fund and any transferee permitted by paragraph 8 agrees that, immediately upon receipt of notification from USF that the Registration Statement and the prospectus included therein are not current by reason of clauses (x) or (y) of paragraph 6, they will refrain from selling Hancock Debt Repayment Shares under the Registration Statement until (i) subsequently notified by USF that the Registration Statement is current or (ii) receipt of a favorable opinion of counsel as provided in Section 12(b) of the Transfer and Registration Agreement (the "Transfer and Registration Agreement") dated as of May 31, 1996 among USF, the Hancock Fund, Carl C. Landegger, Trustee and The Black Clawson Company after consultation with the Hancock Fund or its counsel as provided in such Section 12(b). The period provided for in paragraph 4(ii) shall not include any day on which sales are suspended pursuant to the foregoing. 8. The Hancock Fund shall have the right to transfer the Hancock Debt Repayment Shares in a valid private sale exempt from applicable securities laws (as determined by counsel reasonably acceptable to USF) and, provided that such sale involves the sale of all of the Hancock Debt Repayment Shares, the registration rights provided for in this letter agreement shall be transferred to such transferee. The Hancock Fund shall also have the right to distribute the Hancock Debt Repayment Shares to their general and limited partners in transactions exempt from applicable securities laws and the registration rights provided for in this letter agreement shall inure to the benefit of such partners, provided that the Hancock Fund shall remain responsible to transmit all information required for inclusion in the Registration Statement. The foregoing rights of the Hancock Fund shall be conditioned upon the transferee or transferees agreeing to be bound by the provisions of this letter agreement. No such transferee shall have any further rights under this paragraph 8. 9. USF, the Hancock Fund and any transferee permitted by paragraph 8 shall have indemnification rights, one against the other, on terms identical to the indemnification rights between USF and each Holder (as those terms are defined), as set forth in the Transfer and Registration Agreement. 10. The Hancock Fund acknowledges that the Hancock Debt Repayment Shares have been issued to it in a transaction exempt from the registration requirements of the Securities Act under section 4(2) thereof and, until and unless registered in accordance with the foregoing, the Hancock Debt Repayment Shares are "restricted securities" within the meaning of Rule 144 thereunder. The Hancock Fund is acquiring the Hancock Debt Repayment Shares for its own account and without any present intention of engaging in a distribution of the same. The Hancock Fund, USF and any permitted transferee under paragraph 8 agree to the placement of a legend on the certificate(s) representing the Hancock Debt Repayment Shares to the effect set forth in paragraph (a) of Section 3 of the Transfer and Registration Agreement and to the removal of the same under the circumstances set forth in paragraph (c) of Section 3 of such Transfer and Registration Agreement. 11. The parties agree that the provisions of Section 9.10(c) of the Agreement are no longer applicable to transfers of the Hancock Debt Repayment Shares. 12. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Notices shall be made and interpreted in accordance with Section 13.02 of the Agreement. 3 Please sign below to indicate your agreement to the foregoing terms. UNITED STATES FILTER CORPORATION By: /s/ Damian C. Georgino --------------------------------- Name: Damian C. Georgino Title: Vice President, General Counsel and Secretary ZIMPRO ENVIRONMENTAL, INC. By: /s/ Damian C. Georgino --------------------------------- Name: Damian C. Georgino Title: Vice President, General Counsel and Secretary AGREED: JOHN HANCOCK CAPITAL GROWTH MANAGEMENT, INC., AS GENERAL PARTNER OF CAPITAL GROWTH PARTNERS LIMITED PARTNERSHIP, THE GENERAL PARTNER OF JOHN HANCOCK CAPITAL GROWTH FUND II LIMITED PARTNERSHIP By: /s/ K. Deane Reade, Jr. ------------------------------- Name: K. Deane Reade, Jr. Title: Vice President JOHN HANCOCK CAPITAL GROWTH MANAGEMENT, INC., AS GENERAL PARTNER OF GRAMERCY HILL PARTNERS LIMITED PARTNERSHIP, THE GENERAL PARTNER OF JOHN HANCOCK CAPITAL GROWTH FUND III LIMITED PARTNERSHIP By: /s/ K. Deane Reade, Jr. ------------------------------- Name: K. Deane Reade, Jr. Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----