As filed with the Securities and Exchange Commission on June 28, 1999 Registration No. 333-20753 ------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- POST-EFFECTIVE 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 (State or other jurisdiction of incorporation or organization) 33-0266015 (I.R.S. Employer Identification No.) 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 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. / / 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. / / EXPLANATORY NOTE Pursuant to a Registration Statement on Form S-3 (Registration No. 333-20753) (the "Registration Statement"), United States Filter Corporation, a Delaware corporation (the "Registrant"), offered for sale 128,707 shares of its common stock, par value $.01 per share (the "Common Stock"). The Registrant hereby amends the Registration Statement by filing this Post-Effective Amendment No. 1. 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 52,921 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 16. EXHIBITS. EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------- ------------------- 24.1 Power of Attorney (filed herewith) 3 Reg. No. 333-20753 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 /s/ Richard J. Heckmann Chief Executive Officer - ----------------------- (Principal Executive Officer) June 24, 1999 Richard J. Heckmann and a Director Executive Vice President and /s/ Kevin L. Spence Chief Financial Officer June 24, 1999 - ----------------------- (Principal Financial Officer) Kevin L. Spence Vice President, Controller /s/ James W. Dierker and Treasurer (Principal June 24, 1999 - ----------------------- Accounting Officer) James W. Dierker Director - ----------------------- Daniel Caille Director * June 24, 1999 - ----------------------- Arthur B. Laffer 4 Reg. No. 333-20753 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