As filed with the Securities and Exchange Commission on June 28, 1999 Registration No. 333-52717 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- POST-EFFECTIVE AMENDMENT NO. 4 ON FORM S-8 TO FORM S-4 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 Industrial Identification of incorporation Classification No.) or organization) Code Number) 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (760) 340-0098 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------- STEPHEN P. STANCZAK EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY UNITED STATES FILTER CORPORATION 40-004 COOK STREET PALM DESERT, CALIFORNIA 92211 (760) 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 If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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(d) 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. / / EXPLANATORY NOTE Pursuant to a Registration Statement on Form S-4 (Registration No. 333-52717) (the "Registration Statement"), United States Filter Corporation, a Delaware corporation (the "Registrant"), offered for sale 1,716,966 shares of its common stock, par value $.01 per share ("Common Stock"). The Registrant hereby amends the Registration Statement by filing this Post-Effective Amendment No. 4. On April 29, 1999, pursuant to an Agreement and Plan of Merger, dated as of March 22, 1999, EAU Acquisition Corp., a Delaware corporation and a subsidiary of Vivendi, a societe anonyme organized under the laws of France (the "Parent"), merged (the "Merger") with and into the Registrant, with the Registrant surviving as a wholly-owned subsidiary of the Parent. As a result of the Merger, the offering described in the Registration Statement has been terminated. This Post-Effective Amendment is being filed solely to remove from registration 1,716,966 shares of Common Stock offered under the Registration Statement which remained unsold at the termination of the offering. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- ------------------- 24.1 Power of Attorney (filed herewith) 3 Reg. No. 333-52717 SIGNATURE Pursuant to the requirements of the Securities Act of 1933 the Registrant has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palm Desert, State of California, on June 24, 1999. UNITED STATES FILTER CORPORATION By: /s/ Richard J. Heckmann --------------------------- Richard J. Heckmann Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment has been signed by the following persons in the capacities and on the date indicated. SIGNATURE CAPACITY DATE Chairman of the Board and Chief Executive June 24, 1999 /s/ Richard J. Heckmann Officer (Principal - ----------------------- Executive Officer) and a Richard J. Heckmann Director Executive Vice President /s/ Kevin L. Spence and Chief Financial June 24, 1999 - ---------------------- Officer (Principal Kevin L. Spence Financial Officer) Vice President, /s/ James W. Dierker Controller and Treasurer June 24, 1999 - ---------------------- (Principal Accounting James W. Dierker Officer) Director - ---------------------- Daniel Caille Director * June 24, 1999 - ---------------------- Arthur B. Laffer 4 Reg. No. 333-52717 Director - ------------------- Eric Licoys Director * June 24, 1999 - ------------------- Jean Marie Messier Director * June 24, 1999 - ------------------- Alfred E. Osborne, Jr. Director - ------------------- Henri Proglio * By: /s/ Kevin L. Spence June 24, 1999 -------------------- Kevin L. Spence Attorney in Fact 5 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- ------------------- 24.1 Power of Attorney (filed herewith) 6