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(U.S. Filter Logo)
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March 26, 1999
Dear Stockholder:
I am pleased to inform you that on March 22, 1999, United States Filter
Corporation (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Vivendi, a societe anonyme organized under the laws of
France ("Vivendi") and Eau Acquisition Corp., a Delaware corporation and an
indirect subsidiary of Vivendi which was formed in connection with the Merger
Agreement (the "Purchaser"). Pursuant to the Merger Agreement, the Purchaser
today commenced a tender offer (the "Offer") to purchase all outstanding shares
of the Company's common stock (the "Common Stock"), including the associated
preferred share purchase rights issued pursuant to a rights agreement dated
November 27, 1998 (the "Rights" and, together with the Common Stock, the
"Shares"), for $31.50 per Share in cash, without interest, subject to the terms
and conditions in the Offer to Purchase and the related Letter of Transmittal
that are included in the Purchaser's offering materials. Under the Merger
Agreement, the Offer will be followed by a merger (the "Merger") of the
Purchaser with and into the Company, and all Shares not purchased in the Offer
(other than Shares held by the Purchaser and its affiliates, by dissenting
stockholders or by the Company) will be converted into the right to receive
$31.50 per Share in cash in the Merger.
YOUR BOARD OF DIRECTORS HAS APPROVED THE OFFER, THE MERGER AND THE MERGER
AGREEMENT AND HAS DETERMINED THAT THE TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS
STOCKHOLDERS. ACCORDINGLY, THE BOARD RECOMMENDS THAT STOCKHOLDERS ACCEPT THE
OFFER AND TENDER THEIR SHARES IN THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors, including, among other things, the
opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc., the
Company's financial advisors, that, as of the date of such opinions, the
consideration to be paid to the Company's stockholders in the Offer and the
Merger is fair, from a financial point of view, to such stockholders.
Attached is a copy of the Schedule 14D-9 filed by the Company with the
Securities and Exchange Commission. The Schedule 14D-9 describes the reasons for
your Board of Directors' recommendation and contains other important information
relating to the Offer. Also enclosed is the Offer to Purchase, dated March 26,
1999, of the Purchaser, together with related materials, including a Letter of
Transmittal to be used for tendering your Shares. These documents set forth the
terms and conditions of the Offer and the Merger and provide instructions on how
to tender your Shares. We urge you to read Schedule 14D-9 and the enclosed
materials carefully.
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Chairman and Chief Executive Officer