-----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, Pp1THXnREhp8e3GFeM+CHlbsbmIxR0udQ8WG7Uwxbr/ocL+h3tSv3aEyvyZG7O+Q FVItQihTI+bam6MHd2nRnw== 0000950132-96-000771.txt : 19961213 0000950132-96-000771.hdr.sgml : 19961213 ACCESSION NUMBER: 0000950132-96-000771 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19961211 EFFECTIVENESS DATE: 19961211 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: POS462B SEC ACT: 1933 Act SEC FILE NUMBER: 333-14277 FILM NUMBER: 96679431 BUSINESS ADDRESS: STREET 1: 40-004 COOK STREET CITY: PALM DESERT STATE: CA ZIP: 92211 BUSINESS PHONE: 6193400098 MAIL ADDRESS: STREET 1: 40-004 COOK STREET CITY: PALM DESERT STATE: CA ZIP: 92211 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TOXXIC CONTROL INC DATE OF NAME CHANGE: 19910401 FORMER COMPANY: FORMER CONFORMED NAME: NOVAN ENERGY INC DATE OF NAME CHANGE: 19871227 POS462B 1 POS462B REGISTRATION NO. 333- =============================================================================== 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 33-0266015 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 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) --------------- Copies to: JANICE C. HARTMAN NICHOLAS P. SAGGESE KIRKPATRICK & LOCKHART LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1500 OLIVER BUILDING 300 SOUTH GRAND AVENUE, SUITE 3400 PITTSBURGH, PENNSYLVANIA 15222 LOS ANGELES, CALIFORNIA 90071 (412) 355-6500 (213) 687-5000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable 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. [_] 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. [X] File No. 333-14277 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE ==============================================================================
PROPOSED MAXIMUM TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share......... 1,150,000 shares $31.625 $36,368,750 $11,021
============================================================================== (1) Includes 150,000 shares which may be issued upon exercise of an over-allotment option. (2) Estimated solely for the purpose of calculating the registration fee. =============================================================================== EXPLANATORY STATEMENT This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended. The contents of Registration Statement No. 333-14277, as amended by Amendments No. 1, 2 and 3 thereto, including any prospectuses filed pursuant thereto in accordance with Rule 424 promulgated under said Securities Act, and each of the documents incorporated or deemed to be incorporated by reference therein, are hereby incorporated herein by reference. The registrant hereby certifies that (i) it has instructed The First National Bank of Boston to transmit to the Commission's account by wire transfer of immediately available funds the additional fee specified on the facing sheet hereof relating to the additional shares being registered hereby; (ii) the registrant will not revoke such instructions; and (iii) the registrant has sufficient funds to cover the amount of such filing fee. The registrant undertakes to confirm the receipt of such instruction by The First National Bank of Boston on the business day following the date hereof. 2 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 the 11th day of December, 1996. UNITED STATES FILTER CORPORATION By: /s/ Richard J. Heckmann ____________________________ Richard J. Heckmann Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE /s/ Richard J. Heckmann Chairman of the Board, December 11, 1996 - ------------------------------------ President and Chief Richard J. Heckmann Executive Officer (Principal Executive Officer) and a Director /s/ Kevin L. Spence Vice President and Chief December 11, 1996 - ------------------------------------ Financial Officer Kevin L. Spence (Principal Financial and Accounting Officer) * Executive Vice President and December 11, 1996 - ------------------------------------ a Director Michael J. Reardon * Senior Vice President and a December 11, 1996 - ------------------------------------ Director Tim L. Traff * Director December 11, 1996 - ------------------------------------ James E. Clark Director December 11, 1996 - ------------------------------------ John L. Diederich * Director December 11, 1996 - ------------------------------------ Robert S. Hillas * Director December 11, 1996 - ------------------------------------ Arthur B. Laffer * Director December 11, 1996 - ------------------------------------ Alfred E. Osborne, Jr. * Director December 11, 1996 - ------------------------------------ J. Danforth Quayle * Director December 11, 1996 - ------------------------------------ C. Howard Wilkins, Jr. By: /s/ Damian C. Georgino December 11, 1996 --------------------------------- Damian C. Georgino Attorney-In-Fact
3 EXHIBIT INDEX
EXHIBIT SEQUENTIAL NUMBER DESCRIPTION PAGE NUMBER - ------ -------------------------------------------------------- -------- 5.1 Opinion of Damian C. Georgino........................... 23.1 Consent of KPMG Peat Marwick LLP and KPMG Audit Plc..... 23.2 Consent of Price Waterhouse LLP......................... 23.3 Consent of Ernst & Young LLP............................ 23.4 Consent of Arthur Andersen LLP.......................... 23.5 Consent of Damian C. Georgino (included in Exhibit 5.1).
EX-5.1 2 CONSENT OF DAMIAN GEORGINO Exhibit 5.1 December 11, 1996 United States Filter Corporation 40-004 Cook Street Palm Desert, California 92211 Ladies and Gentlemen: I am Vice President, General Counsel and Secretary of 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, filed by the Company on December 11, 1996 (the "Registration Statement") with the United States Securities and Exchange Commission pursuant to the United States Securities Act of 1933, as amended (the "Act"), with respect to an aggregate of up to 1,150,000 shares (the "Shares") of Common Stock, par value $.01 per share ("Common Stock"). 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 other 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 issuance of the Shares has been duly authorized by the Company, and if and when sold by the Company as contemplated by the Prospectus incorporated by reference in the Registration Statement, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. I also consent to the reference under the caption "Legal Matters" in the Prospectus incorporated by reference in the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Yours truly, /s/ Damian C. Georgino EX-23.1 3 CONSENT OF KPMG PEAT MARWICK EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT To the Board of Directors and Shareholders United States Filter Corporation We consent to the use of our reports included herein and the reference to our firm under the heading "Independent Certified Public Accountants" in the Prospectus. /s/KPMG Peat Marwick LLP KPMG Peat Marwick LLP Orange County, California December 11, 1996 To the Board of Directors and Shareholders United States Filter Corporation We consent to the use of our reports included herein and the reference to our firm under the heading "Independent Certified Public Accountants" in the Prospectus. /s/KPMG Peat Marwick LLP KPMG Peat Marwick LLP Chicago, Illinois December 11, 1996 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS To the Board of Directors and Shareholders United Utilities PLC We consent to the use of our report dated 16 October 1996 relating to the aggregated financial statements of the United Utilities PLC Process Division as of 31 March 1996 and 1995 and for each of the years in the two year period ended 31 March 1996 and the reference to our firm under the heading "Independent Certified Public Accountants" in the prospectus to be dated 11 December 1996. /s/KPMG Audit Plc KPMG Audit Plc Chartered Accountants Manchester Registered Auditors 11 December 1996 EX-23.2 4 CONSENT OF PRICE WATERHOUSE EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use 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 such Prospectus. We also consent to the reference to us under the heading "Independent Certified Public Accountants" in such Prospectus. /s/Price Waterhouse LLP Price Waterhouse LLP Atlanta, Georgia December 11, 1996 EX-23.3 5 CONSENT OF ERNST & YOUNG EXHIBIT 23.3 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 1,150,000 shares of 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. /s/ Ernst & Young LLP Ernst & Young LLP Minneapolis, Minnesota December 11, 1996 EX-23.4 6 CONSENT OF ARTHUR ANDERSEN EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 8, 1996 included in United States Filter Corporation's Report on Form 8-K dated November 6, 1996 and to all references to our Firm included in this registration statement. /s/Arthur Andersen LLP Arthur Andersen LLP Minneapolis, Minnesota December 11, 1996 -----END PRIVACY-ENHANCED MESSAGE-----