As filed with the Securities and Exchange Commission on April 9, 1997 Registration No. 333-24465 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- AMENDMENT NO. 1 TO 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) ------------------- 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. / / 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Desert, State of California, on April 8, 1997. 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, this amendment has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date --------- -------- ----- Chairman of the April 8, 1997 /s/ Richard J. Heckmann Board, President - ---------------------------------- and Chief Executive Richard J. Heckmann Officer (Principal Executive Officer) and a Director Vice President and April 8, 1997 /s/ Kevin L. Spence Chief Financial - ---------------------------------- Officer (Principal Kevin L. Spence Financial and Accounting Officer) * Executive Vice April 8, 1997 - ---------------------------------- President and a Michael J. Reardon Director * Senior Vice President April 8, 1997 - ---------------------------------- and a Director Tim L. Traff * Director April 8, 1997 - ---------------------------------- James E. Clark Director - ---------------------------------- John L. Diederich Director - ---------------------------------- Robert S. Hillas * Director April 8, 1997 - ---------------------------------- Arthur B. Laffer Director - ---------------------------------- Alfred E. Osborne, Jr. * Director April 8, 1997 - ---------------------------------- J. Danforth Quayle Director - ---------------------------------- C. Howard Wilkins, Jr. *By: /s/ Damian C. Georgino April 8, 1997 ---------------------- Damian C. Georgino Attorney-in-Fact EXHIBIT INDEX EXHIBIT DESCRIPTION SEQUENTIAL PAGE NUMBER ----------- NUMBER ------- --------------- 5.01 Opinion of Damian C. Georgino as to the legality of the securities being registered (previously filed) 23.01 Consent of Damian C. Georgino (included in Exhibit 5.01) 23.02 Consents of KPMG Peat Marwick LLP and KPMG Audit Plc (previously filed) 23.03 Consent of Price Waterhouse LLP (previously filed) 23.04 Consent of Ernst & Young LLP (previously filed) 23.05 Consent of Arthur Andersen LLP 24.01 Powers of Attorney (included on original signature page of this registration statement)