<PAGE> 1
As filed with the Securities and Exchange Commission on August 11, 1995.
Registration No. 33-61649
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
REPUBLIC WASTE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 200 East Las Olas Blvd., Suite 1400 73-1105145
(State or other jurisdiction of Ft. Lauderdale, Florida 33301 (I.R.S. Employer
incorporation or organization (Address, including zip code, and telephone number, Identification No.)
including area code, of registrant's principal executive offices)
</TABLE>
------------------------------
<TABLE>
<S> <C> <C>
GREGORY K. FAIRBANKS Copy to: Copy to:
Executive Vice President GEOFFREY C. CHENEY RICK L. BURDICK, P.C.
Republic Waste Industries, Inc. Akerman, Senterfitt & Eidson, P.A. Akin, Gump, Strauss, Hauer
200 East Las Olas Blvd., Suite 1400 One Brickell Square & Feld, L.L.P.
Ft. Lauderdale, Florida 33301 801 Brickell Avenue, Suite 2400 711 Louisiana Street, Suite 1900
(305) 761-8333 Miami, Florida 33131 Houston, Texas 77002
(Name, address, including zip code, (305) 374-5600 (713) 220-5800
and telephone number, including
area code, of agent for service)
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
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 (the "Securities Act"), 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, 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
PROSPECTUS
54,458,375 Shares
REPUBLIC
WASTE INDUSTRIES, INC.
Common Stock
------------------------------
This Prospectus relates to an aggregate of 54,458,375 shares (the
"Shares") of common stock, par value $.01 per share ("Common Stock"), of
Republic Waste Industries, Inc., a Delaware corporation (the "Company"), which
may be offered (the "Offering") for sale by persons (the "Selling
Stockholders") who have acquired such shares in certain private placements and
other transactions with the Company not involving a public offering, including
18,145,000 shares which may be offered for sale by certain of the Selling
Stockholders who may acquire such shares pursuant to the exercise of certain
warrants. The Shares are being registered under the Securities Act of 1933, as
amended (the "Securities Act"), on behalf of the Selling Stockholders in order
to permit the public sale or other distribution of the Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders through underwriters or dealers, through
brokers or other agents, or directly to one or more purchasers, including
pledgees, at market prices prevailing at the time of sale or at prices
otherwise negotiated. This Prospectus also may be used, with the Company's
consent, by donees of the Selling Stockholders, or by other persons acquiring
Shares upon exercise of such warrants and who wish to offer and sell such
Shares under circumstances requiring or making desirable its use. The Company
will receive no portion of the proceeds from the sale of the Shares offered
hereby and will bear certain expenses incident to their registration. See
"Selling Stockholders" and "Plan of Distribution."
The Common Stock is traded on The Nasdaq Stock Market ("Nasdaq") under the
symbol "RWIN" and is listed on The Toronto Stock Exchange (the "Toronto
Exchange") under the symbol "RWI." On August 10, 1995, the last reported sales
price for the Common Stock as reported by Nasdaq was 22 1/16 per share.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER
THE CAPTION "RISK FACTORS" LOCATED ON PAGE 5 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
August 11, 1995
<PAGE> 3
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
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PAGE
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 14
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . 15
Legal Matters and Experts . . . . . . . . . . . . . . . . . . . . . . . 15
Incorporation of Certain Documents by Reference . . . . . . . . . . . . 16
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and, in accordance therewith, files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
and information statements and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and
at the Commission's regional offices located at Northwest Atrium Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661 and at Seven World
Trade Center, New York, New York 10048. Copies of such material can also be
obtained from the Commission at prescribed rates through its Public Reference
Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock
is traded on Nasdaq and listed on the Toronto Exchange. Information filed by
the Company with Nasdaq and the Toronto Exchange may be inspected at the
offices of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006 and at the
offices of the Toronto Exchange at The Exchange Tower, 2 First Canadian Place,
Toronto, Ontario, Canada MX5 1J2.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration
Statement, does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. Statements contained herein
concerning the provisions of certain documents are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference. The Registration Statement and the exhibits thereto can be
inspected and copied at the public reference facilities and regional offices of
the Commission and at the offices of Nasdaq and the Toronto Exchange referred
to above.
- 2 -
<PAGE> 4
THE COMPANY
The Company, acting through its subsidiaries, provides integrated
solid waste collection, disposal and recycling services to public and private
sector customers. The Company currently owns or operates nine solid waste
landfills with three located in Texas, two in California and one each in
Michigan, North Carolina, Indiana and North Dakota with approximately 1,143
permitted acres and total available permitted disposal capacity of
approximately 43.7 million in-place cubic yards as of June 30, 1995. The
Company also currently owns fourteen collection companies providing collection
service to over 200,000 residential, commercial and industrial customers,
primarily in areas surrounding its landfill sites and in Florida. In addition,
the Company provides a broad range of related environmental services including
engineering, consulting and analysis, remediation and other technical services.
The Company was incorporated in Oklahoma in November 1980 and in May
1991 changed its state of domicile from Oklahoma to Delaware by means of a
merger. The Common Stock is traded on Nasdaq under the trading symbol "RWIN,"
and is also listed on the Toronto Exchange under the trading symbol "RWI." The
Company's principal executive offices are located at 200 East Las Olas
Boulevard, Suite 1400, Ft. Lauderdale, Florida 33301, and its telephone number
is (305) 761-8333.
RECENT DEVELOPMENTS
On July 24, 1995, the Company sold 5,400,000 shares of Common Stock
for approximately $72 million pursuant to a private placement in which Allen &
Company Incorporated acted as placement agent (the "Private Placement").
On August 3, 1995, following a Special Meeting of Stockholders, (i) the
Company sold an aggregate of 10,350,000 shares of Common Stock and warrants to
purchase an additional 16,700,000 shares of Common Stock (the "Combination
Warrants") to H. Wayne Huizenga, Westbury (Bermuda) Ltd., a Bermuda corporation
controlled by Michael G. DeGroote ("Westbury"), and Harris W. Hudson and their
respective assigns for an aggregate purchase price of approximately $64 million
pursuant to certain stock purchase agreements (the "Stock Issuances"), and (ii)
the Company issued 8,000,000 shares of Common Stock in exchange for all of the
outstanding shares of common stock of Hudson Management Corporation and
Envirocycle, Inc. (together, the "Hudson Companies") pursuant to certain merger
agreements by which the Hudson Companies became wholly-owned subsidiaries of
the Company (the "Mergers," and together with the Stock Issuances and the
transactions contemplated thereby, the "Combination"). The Hudson Companies
provide solid waste collection and recycling services to commercial, industrial
and residential customers in Florida. Harris W. Hudson was the sole
stockholder of the Hudson Companies at the time of the Mergers.
As a result of assignments by Mr. Huizenga, Westbury and Mr. Hudson in
accordance with the terms of the stock purchase agreements, Messrs. Huizenga,
DeGroote (through his ownership of MGD Holdings Ltd., a Bermuda corporation
("MGD Holdings"), and Westbury) and Hudson own 5,000,000, 13,250,000 and
8,600,000 shares of Common Stock, respectively, and warrants to purchase
8,000,000, 2,700,000 and 1,200,000 shares of Common Stock, respectively, as of
the date of this Prospectus.
Upon completion of the Combination, the Company repaid substantially
all of its existing indebtedness, approximately $27 million (including all
indebtedness of the Hudson Companies), with proceeds from the Stock Issuances.
The Company anticipates using the remaining approximately $107 million of net
proceeds (as of August 4, 1995) from the Combination and the Private Placement
for general corporate purposes, principally to finance acquisitions.
Immediately following the closing of the Combination, the Board of
Directors appointed a new management team of officers and directors (the "New
Management Team"): Michael G. DeGroote resigned as Chairman of the Board,
President and Chief Executive Officer of the Company and was appointed Vice
Chairman of the Board, H. Wayne Huizenga was appointed Chairman of the Board
and Chief Executive Officer of the Company, Harris W. Hudson was appointed
President and a Director of the Company, Donald E. Koogler
- 3 -
<PAGE> 5
resigned as a Director of the Company but continues as an Executive Vice
President and the Chief Operating Officer of the Company, Gregory K. Fairbanks
was appointed an Executive Vice President and the Chief Financial Officer of
the Company, Robert A. Guerin was appointed a Senior Vice President of the
Company, and John J. Melk was appointed a Director of the Company.
On August 3, 1995, the Company reported its results of operations
(unaudited) for the quarterly period ended June 30, 1995 as set forth in the
table and discussion below. The acquisition of the Hudson Companies, as well
as the equity investments described above, have no impact on the June 30, 1995
financial statements as such transactions were completed subsequent to the end
of the second quarter. In the opinion of management, such data includes all
adjustments necessary to fairly state the results of operations.
REPUBLIC WASTE INDUSTRIES, INC.
CONSOLIDATED INCOME STATEMENT
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $16,158 $13,115 $29,919 $23,957
Expenses -
Cost of operations 10,773 8,483 19,583 15,193
Selling, general and
administrative 2,120 2,023 4,325 4,194
------- ------- ------- -------
Operating Income 3,265 2,609 6,011 4,570
Interest expense and other
income, net 281 182 635 422
------- ------- ------- -------
Income from continuing
operations before income
taxes 2,984 2,427 5,376 4,148
Income tax provision 1,134 - 1,134 -
------- ------- ------- -------
Income from continuing operations 1,850 2,427 4,242 4,148
Income from discontinued operations - 827 508 681
------- ------- ------- -------
Net Income $ 1,850 $ 3,254 $ 4,750 $ 4,829
======= ======= ======= =======
Earnings per common and common
equivalent share:
Income from continuing operations 0.06 0.09 0.15 0.15
Income from discontinued
operations - 0.03 0.02 0.03
------- ------- ------- -------
Net Income 0.06 0.12 0.17 0.18
======= ======= ======= =======
Weighted average common and
common equivalent shares 28,986 27,403 28,924 27,470
======= ======= ======= =======
</TABLE>
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<PAGE> 6
The Company reported a 23% increase in revenue for the second quarter
of 1995 to $16,158,000 from $13,115,000 for the same quarter in 1994. Income
from continuing operations before income taxes increased 23% to $2,984,000 in
the second quarter of 1995 from $2,427,000 in the same quarter in 1994.
Operating income increased by 25% to $3,265,000 in 1995 from $2,609,000 in
1994. The increase in revenue and operating income was due to continued growth
in the business through acquisitions and increased volumes at existing
operations.
Income from continuing operations decreased to $1,850,000, or $.06 per
share, in the second quarter of 1995 from $2,247,000, or $.09 per share, in the
same period in 1994. This decrease was a result of a 38% income tax provision
in the 1995 second quarter as compared with a zero effective tax rate for the
same period in 1994. The 38% income tax provision for the second quarter of
1994 was entirely offset by tax reserve adjustments and a change in valuation
allowance.
For the six months ended June 30, 1995, revenue increased by 25% to
$29,919,000 from $23,957,000 for the same period in 1994. Operating income
increased by 32% to $6,011,000 for the six months ended June 30, 1995 from
$4,570,000 for the same period in 1994 while operating margins increased to 20%
for the six months ended June 30, 1995 from 19% for the same period in 1994.
Income from continuing operations increased slightly for the first six months of
1995 to $4,242,000, or $.15 per share, from $4,148,000, or $.15 per share, for
the same period in 1994. The six months ended June 30, 1994 does not include a
tax provision for such period. Income from discontinued operations for all
periods presented relates to the Company's former hazardous waste operations
which were spun-off in April 1995.
RISK FACTORS
AN INVESTMENT IN THE SHARES BEING OFFERED HEREBY INVOLVES A SIGNIFICANT
DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS, PROSPECTIVE PURCHASERS OF THE SHARES SHOULD CONSIDER CAREFULLY THE
FOLLOWING FACTORS IN EVALUATING AN INVESTMENT IN THE COMPANY.
CONTROL OF THE COMPANY. As a result of the Combination, Messrs.
Huizenga, Hudson and DeGroote (indirectly through Westbury and MGD Holdings)
currently own of record 9.7%, 16.7% and 25.8%, respectively, of the issued and
outstanding shares of Common Stock, assuming none of the Combination Warrants
or any other warrants or options to purchase shares of Common Stock are
exercised. Although Mr. Hudson is Mr. Huizenga's brother-in-law, there is no
agreement between Messrs. Huizenga and Hudson to vote together on matters
submitted to a vote of the Company's stockholders. If Messrs. Huizenga, Hudson
and DeGroote vote together, they would have the ability to control the outcome
of most matters submitted to a vote of the Company's stockholders, especially
with respect to the election of directors.
DEPENDENCE ON KEY PERSONNEL. The Company believes that the experience
and success that the New Management Team has had in operating and growing
public and private service companies, in general, and public and private
companies in the waste management industry, in particular, is important to the
Company's future success. However, there can be no assurance that the New
Management Team will have the same success in operating and growing the Company
as it has had with other companies in the past. Furthermore, the Company has
not entered into non- competition agreements or employment agreements with any
of Messrs. Huizenga, Hudson or Fairbanks. The loss of the services of any of
the members of the New Management Team, in general, or Mr. Huizenga in
particular (whether such loss is through resignation or otherwise), could have
a material adverse effect on the operations and future success of the Company.
POSSIBLE DEPRESSING EFFECT OF FUTURE SALES OF COMMON STOCK. Future
sales of the Shares or the perception that such sales could occur could
adversely affect the market price of the Common Stock. There can be no
assurance as to when, and how many of, the Shares will be sold and the effect
such sales may have on the market price of the Common Stock. In addition, the
Company has issued and intends to issue in the future Common Stock and/or
options or warrants to purchase Common Stock pursuant to exemptions from
registration available under the Securities Act in connection with certain of
its acquisitions. Such securities
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<PAGE> 7
are subject to restrictions on resale in accordance with the Securities Act and
the regulations promulgated thereunder. As such restrictions lapse or if such
shares are registered for sale to the public, such securities may be sold into
the public market. To facilitate the issuance of Common Stock in making
acquisitions, the Company currently intends to register an additional 6,000,000
shares of Common Stock pursuant to a shelf registration statement. In the
event of the issuance and subsequent resale of a substantial number of shares
of Common Stock, or a perception that such sales could occur, there could be a
material adverse effect on the prevailing market price of the Common Stock.
DILUTION. The issuance of additional shares of Common Stock upon
exercise of the Combination Warrants, or upon the Company's completion of any
acquisitions and business combinations, may have a dilutive effect on earnings
per share and will have a dilutive effect on the voting rights of the holders
of Common Stock. While the management of the Company intends to use the
infusions of capital from the Private Placement and the Combination to finance
growth and acquisitions, there can be no assurance that such cash infusions
will result in an enhancement of the Company's financial condition.
ABSENCE OF OPERATING HISTORY IN POSSIBLE EXPANSION OF EXISTING
OPERATIONS. Management currently contemplates expanding the Company's
operations outside of solid waste management and related lines of business and,
in connection therewith, changing the name of the Company. The Company has no
history of operations in any such industry. There can be no assurance that the
Company will enter into any industries unrelated to the solid waste services
industry or, if it does enter into any of such industries, that it will achieve
the results anticipated by management.
NEED FOR SUBSTANTIAL ADDITIONAL CAPITAL. The Company's current
business strategy is to act aggressively in growing as an integrated solid
waste management company by acquiring and integrating existing solid waste
companies and recycling businesses. Further, the Company currently anticipates
expanding the Company's operations outside of solid waste management and
related lines of business. As a result of the Private Placement and the
Combination, the Company has substantially no debt and has approximately $109
million in cash available for general corporate purposes, principally to
finance acquisitions. However, the Company believes that substantial
additional capital will be necessary to fully capitalize on acquisition and
expansion opportunities that may become available to the Company. Accordingly,
the Company intends to replace the Company's existing $35 million credit
facility (which currently has approximately $31 million of available borrowing
capacity) with a substantially larger credit facility. However, there can be no
assurance that such additional financing will be available, or, in the event
that it is, that it will be available on terms acceptable to the Company. In
the event that such financing is not available or is not available in the
amounts or on terms currently contemplated by management, the implementation of
the acquisition strategy could be materially and adversely affected.
IMPEDIMENTS TO COMPLETING FUTURE ACQUISITIONS. The Company's
acquisition strategy depends on its ability to identify and acquire appropriate
solid waste collection operations and landfills, and other unrelated service
businesses, to integrate the acquired operations effectively and to increase
its market share. A number of the Company's competitors for such acquisitions
are larger, better known companies than the Company with significantly greater
financial resources. There can be no assurance that the Company will be able
to locate acquisition candidates in markets or on terms the Company deems
attractive, that any identified candidates will be acquired, or that acquired
operations will be effectively integrated to realize expected efficiencies and
economies of scale or prove profitable. The completion of acquisitions
requires the expenditure of sizeable amounts of capital, and the intense
competition among companies pursuing similar acquisition strategies may
increase capital requirements. The Company could be forced to alter its
strategy in the future if such candidates become unavailable or too costly. As
the Company continues to pursue its acquisition strategy in the future, its
financial position and results of operations may fluctuate significantly from
period to period.
RISKS ASSOCIATED WITH ACQUISITIONS. Although the Company investigates
each business that it acquires, there may be liabilities that the Company fails
or is unable to discover, including liabilities arising from non-compliance
with environmental laws by prior owners, and for which the Company, as a
successor owner, may be responsible. The Company seeks to minimize the impact
of these liabilities by obtaining indemnities and warranties from the seller
which may be supported by deferring payment of a portion of the purchase price.
- 6 -
<PAGE> 8
However, these indemnities and warranties, if obtained, may not fully cover the
liabilities due to their limited scope, amounts, or duration, the financial
limitations of the indemnitor or warrantor, or other reasons.
ENVIRONMENTAL REGULATION. The collection and disposal of solid wastes,
operation of landfills and rendering of related environmental services are
subject to federal, state and local requirements which regulate health, safety,
the environment, zoning and land-use. Operating permits are generally required
for landfills and certain collection vehicles, and these permits are subject to
revocation, modification and renewal. Federal, state and local regulations
vary, but generally govern disposal activities and the location and use of
facilities and also impose restrictions to prohibit or minimize soil, air and
water pollution. In connection with landfills, it often may be necessary to
expend considerable time, effort and money to bring the Company's existing or
acquired facilities into compliance with applicable requirements and to obtain
the permits and approvals necessary to increase their capacity. In addition,
governmental authorities have the power to enforce compliance with these
regulations and to obtain injunctions or impose fines in the case of
violations, including criminal penalties. These regulations are administered
by the United States Environmental Protection Agency (the "EPA") and various
other federal, state and local environmental and health and safety agencies and
authorities, including the Occupational Safety and Health Administration of the
United States Department of Labor. Certain of the Company's waste disposal
operations traverse state boundaries. Although such operations currently
constitute an immaterial portion of the Company's business, their importance
may increase as the Company completes future acquisitions. Such operations
could be adversely affected if the federal government or a state in which a
landfill is located limits or prohibits, imposes discriminatory fees on or
otherwise seeks to discourage the disposal, within state boundaries, of waste
collected outside of the state.
Subtitle D of the Resource Conservation and Recovery Act of 1976, as
amended ("RCRA"), establishes a framework for regulating the storage,
collection and disposal of non-hazardous solid wastes. In the past, the
Subtitle D framework has left the regulation of non-hazardous waste storage,
collection and disposal largely to the states. However, in October 1991, the
EPA promulgated a final rule which imposes minimum federal comprehensive solid
waste management criteria and guidelines, including location restrictions,
facility design and operating criteria, closure and post-closure requirements,
financial assurance standards, groundwater monitoring requirements and
corrective action standards, many of which have not commonly been in effect or
enforced in connection with solid waste landfills. States are required to
revise their landfill regulations to meet these requirements. Because some
parts of the new regulations will be phased in over time, the full effect of
these regulations may not be felt for several years. However, other than for
groundwater monitoring and financial assurance requirements, all provisions of
the final rule became effective in October 1993. All of the Company's planned
landfill expansions or new landfill development projects have been engineered
to meet or exceed these requirements. Operating and design criteria for
existing operations have been modified to comply with these new regulations.
There can be no assurance that the EPA will not promulgate similar regulations
under Subtitle D in connection with the collection of non-hazardous solid
waste.
HAZARDOUS SUBSTANCES LIABILITY. The Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended ("Superfund" or
"CERCLA"), has been interpreted by some courts to impose strict, joint and
several liability on current and former owners or operators of facilities at
which there has been a release or a threatened release of a "hazardous
substance" and on persons who generate, transport or arrange for the disposal
of such substances at the facility. Thousands of substances are defined as
"hazardous" under CERCLA and their presence, even in minute amounts, can result
in substantial liability. The statute provides for the remediation of
contaminated facilities and imposes costs on the responsible parties. The
expense of conducting such a cleanup and the damages can be very significant
and, given the limitations in insurance coverage for these risks, could have a
material adverse impact on the Company's business and financial condition.
Notwithstanding its efforts to comply with applicable regulations and to avoid
transporting and receiving hazardous substances, such substances may be present
in waste collected by the Company or disposed in its landfills, or in waste
collected, transported or disposed in the past by acquired companies. More
than 20% of the sites on the EPA's National Priorities List of Hazardous Waste
Sites are solid waste landfills that ostensibly never received any "hazardous
wastes." The Company intends to continue to focus on the non-hazardous waste
disposal market and does not intend to acquire or develop hazardous waste
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<PAGE> 9
disposal operations. As used in this Prospectus, "non-hazardous waste" means
substances, including asbestos, that are not defined as hazardous wastes under
federal regulations.
LACK OF ENVIRONMENTAL LIABILITY INSURANCE. The majority of the
Company's facilities currently carry site-specific pollution legal liability
insurance, which may provide coverage under certain circumstances for pollution
damage to third parties. In addition, the Company has certain contractors'
pollution liability insurance and professional liability insurance, which may
provide coverage under certain circumstances for damage to third parties.
However, both of these coverages are restrictive in nature, as they are subject
to certain exclusions and effective dates, consistent with insurance industry
requirements. In addition, such coverage is subject to specific and aggregate
limits which may not be sufficient to cover claims, if they should arise. In
certain prior years, consistent with industry experience, the Company was not
able to obtain broad pollution insurance at reasonable costs and, therefore,
carried only such coverage as was required by regulatory permits. In addition,
the extent of insurance coverage under certain forms of policies has been the
subject in recent years of litigation in which insurance companies have, in
some cases, successfully taken the position that certain risks are not covered
by such policies. If, in the absence of such insurance, the Company were to
incur liability for environmental damages of sufficient magnitude, it could
have a material adverse effect on the Company's business and financial
condition.
RISKS OF PENDING AND FUTURE LEGAL PROCEEDINGS. In addition to the
costs of complying with environmental regulations, waste management companies
will continue to be involved in legal proceedings in the ordinary course of
business. Government agencies may seek to impose fines on the Company for
alleged failure to comply with laws and regulations or to deny, revoke or
impede the renewal of the Company's permits and licenses. In addition, such
governmental agencies, as well as surrounding landowners, may claim the Company
is liable for environmental damage. Citizen's groups have become increasingly
active in challenging the grant or renewal of permits and licenses, and
responding to such challenges has further increased the costs associated with
permitting new facilities or expanding current facilities. A significant
judgment against the Company, the loss of a significant permit or license or
the imposition of a significant fine could have a material adverse effect on
the Company's financial condition. The Company is currently a party to various
legal proceedings as well as environmental proceedings which have arisen in the
ordinary course of its business. Although no assurance can be given with
respect to the outcome of these legal and environmental proceedings and the
effect such outcomes may have on the Company, management of the Company
believes that these proceedings will be resolved in a manner that will not have
a material adverse effect on the Company's business or financial position.
COMPETITION; LANDFILL ALTERNATIVES. The waste industry is highly
competitive. Entry into the industry and ongoing operations within the
industry require substantial technical, managerial and financial resources.
The non-hazardous waste industry is led by three large national waste
management companies and numerous regional and local companies, all of which
contribute to the high level of competition that characterizes the industry.
Some of these companies have significantly greater financial and operational
resources and more established market positions than the Company. In addition,
the Company must often compete with municipalities that maintain their own
waste collection and landfill operations and often have financial advantages
due to the availability of tax revenues and tax-exempt financing.
Further, alternatives to landfill disposal (such as recycling,
composting and waste-to-energy) are increasingly competing with landfills.
There also has been an increasing trend at the state and local levels to
mandate waste reduction at the source and to prohibit the disposal of certain
types of wastes, such as yard wastes, at landfills. This may result in the
volume of waste going to landfills being reduced in certain areas, which may
affect the Company's ability to operate its landfills at their full capacity
and/or affect the prices that can be charged for landfill disposal services.
In addition, most of the states in which the Company operates landfills have
adopted plans or requirements which set goals for specified percentages of
certain solid waste items to be recycled. To the extent these are not yet in
place, these recycling goals will be phased in over the next few years.
- 8 -
<PAGE> 10
SEASONALITY. The Company believes that its collection and landfill
operations can be adversely affected by protracted periods of inclement weather
which could delay the development of landfill capacity or the transfer of waste
and/or reduce the volume of waste generated. There can be no assurance that
protracted periods of inclement weather will not have a material adverse effect
on the Company's future results of operations.
USE OF PROCEEDS
This Prospectus relates solely to Shares being offered and sold for the
accounts of the Selling Stockholders. The Company will not receive any
proceeds from the sale of the Shares but will pay all expenses related to the
registration of the Shares. See "Selling Stockholders."
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the aggregate number of shares of Common Stock beneficially owned by each
Selling Stockholder as of August 4, 1995 and the aggregate number of shares of
Common Stock registered hereby that each Selling Stockholder may offer and sell
pursuant to this Prospectus. Of the 54,458,375 Shares offered hereby,
36,313,375 shares of Common Stock were issued and outstanding as of August 4,
1995, and an aggregate of 18,145,000 shares of Common Stock have been reserved
for issuance by the Company to certain of the Selling Stockholders upon the
exercise of outstanding warrants (including Combination Warrants to purchase in
the aggregate 16,700,000 shares of Common Stock). Because the Selling
Stockholders may sell all or a portion of the Shares at any time and from time
to time after the date hereof, no estimate can be made of the number of shares
of Common Stock that each Selling Stockholder may retain upon completion of the
Offering. To the knowledge of the Company, none of the Selling Stockholders
has any material relationship with the Company except as set forth in the
footnotes to the following table and as more fully described elsewhere in this
Prospectus (including the information incorporated by reference in this
Prospectus).
<TABLE>
<CAPTION>
Shares to
Shares be Offered
Beneficially for the
Owned Prior Selling
to the Stockholder's
Selling Stockholder Offering Account
------------------- -------- -------
<S> <C> <C>
A&B Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 100,000
Stephen Adams . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 100,000
Allen & Company Incorporated . . . . . . . . . . . . . . . . . . . . 446,500 446,500
A. Clinton Allen . . . . . . . . . . . . . . . . . . . . . . . . . . 78,000 75,000(1)
Richard L. Andersen . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
John H. Anderson . . . . . . . . . . . . . . . . . . . . . . . . . . 44,500 27,000(3)
Awad & Associates L.P. . . . . . . . . . . . . . . . . . . . . . . . 50,000 20,000
Jonathan L. Awner . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000 150,000(4)
Harold J. and Christine E. Baxter . . . . . . . . . . . . . . . . . . 50,000 50,000
Bernard Markowitz Agency . . . . . . . . . . . . . . . . . . . . . . 2,500 2,500
Steven R. Berrard . . . . . . . . . . . . . . . . . . . . . . . . . . 625,000 615,000(5)
John A. Blaisdell . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
James J. Blosser . . . . . . . . . . . . . . . . . . . . . . . . . . 435,000 435,000
Todd R. Bomser . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Paul T. Bondeson . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Carmen Bozak . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000(6)
Cris Vanden Branden . . . . . . . . . . . . . . . . . . . . . . . . . 150,000 150,000(4)
Gillian L. Bristol . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000(6)
Joseph Burke . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Thomas C. Byrne . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 5,000
John S. Calvert . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Michael R. Carpenter(7) . . . . . . . . . . . . . . . . . . . . . . . 65,000 55,000(8)
</TABLE>
- 9 -
<PAGE> 11
<TABLE>
<CAPTION>
Shares to
Shares be Offered
Beneficially for the
Owned Prior Selling
to the Stockholder's
Selling Stockholder Offering Account
------------------- -------- -------
<S> <C> <C>
Edward M. Carriero, Jr. . . . . . . . . . . . . . . . . . . . . . . . 39,980 37,500(9)
Harold B. Carter, Jr. . . . . . . . . . . . . . . . . . . . . . . . . 36,023 30,000(2)
James R. Castell . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000 150,000(4)
CitiPerformance Portfolio S.A. . . . . . . . . . . . . . . . . . . . 450,000 450,000
Kevin Comeau . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,100 120,000(10)
William F. Comiskey, Jr. . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
John W. Croghan . . . . . . . . . . . . . . . . . . . . . . . . . . . 327,500 302,500(11)
Steven Dauria . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000(6)
Delaware Group Premium Fund, Inc.
for the Emerging Growth Series . . . . . . . . . . . . . . . . . . 13,140 13,140
Delaware Group Trend Fund, Inc. . . . . . . . . . . . . . . . . . . . 436,860 436,860
Albert J. Detz . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 5,000
David Dombrowski . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Duke University . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,900 26,900
Joanne T. Elliott . . . . . . . . . . . . . . . . . . . . . . . . . . 18,800 7,500(12)
Essex Flexport Fund, Limited
Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,000 3,000
Essex Performance Fund, L.P. . . . . . . . . . . . . . . . . . . . . 119,000 119,000
Essex Special Growth
Opportunities Fund, L.P. . . . . . . . . . . . . . . . . . . . . . 36,000 36,000
Gregory K. Fairbanks(13) . . . . . . . . . . . . . . . . . . . . . . 300,000 300,000(5)
Craig L. Farlie . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
James Feeley, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Robert S. Fleetwood . . . . . . . . . . . . . . . . . . . . . . . . . 10,000 10,000
Frontiere Family Rev. Trust . . . . . . . . . . . . . . . . . . . . . 2,500 2,500
Gary S. Fuccillo . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Gabelli International II Limited . . . . . . . . . . . . . . . . . . 30,000 30,000
Gabelli International Limited . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Gabelli Performance Partnership L.P. . . . . . . . . . . . . . . . . 50,000 50,000
Ray Goldsby-Huizenga . . . . . . . . . . . . . . . . . . . . . . . . 82,500 82,500(14)
Douglas R. Gowland(15) . . . . . . . . . . . . . . . . . . . . . . . 365,000 150,000(4)
Greenwood Cemetery General Fund . . . . . . . . . . . . . . . . . . . 19,200 19,200
Greenwood Cemetery Trust Account . . . . . . . . . . . . . . . . . . 17,000 17,000
Robert A. Guerin(16) . . . . . . . . . . . . . . . . . . . . . . . . 150,000 150,000(4)
Harman Investments, L.P. . . . . . . . . . . . . . . . . . . . . . . 75,000 75,000
Hartford Hospital Endowment . . . . . . . . . . . . . . . . . . . . . 4,500 4,500
Thomas W. Hawkins . . . . . . . . . . . . . . . . . . . . . . . . . . 147,000 145,000(17)
Robert J. Henninger, Jr. . . . . . . . . . . . . . . . . . . . . . . 300,000 300,000(5)
Heritage Small Capital Fund . . . . . . . . . . . . . . . . . . . . . 50,000 30,000
Valerie A. Hinkell . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000(6)
Jimmy Hix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,555 15,000(6)
Geoffrey W. Holmes . . . . . . . . . . . . . . . . . . . . . . . . . 3,500 3,500
Houston Endowment Inc. . . . . . . . . . . . . . . . . . . . . . . . 37,200 37,200
Harris W. Hudson(18) . . . . . . . . . . . . . . . . . . . . . . . . 9,800,000 9,800,000(19)
Holly J. Hudson . . . . . . . . . . . . . . . . . . . . . . . . . . . 195,000 180,000(20)
Steven W. Hudson . . . . . . . . . . . . . . . . . . . . . . . . . . 195,000 180,000(20)
G. Harry Huizenga . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
</TABLE>
- 10 -
<PAGE> 12
<TABLE>
<CAPTION>
Shares to
Shares be Offered
Beneficially for the
Owned Prior Selling
to the Stockholder's
Selling Stockholder Offering Account
------------------- -------- -------
<S> <C> <C>
H. Scott Huizenga . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
H. Wayne Huizenga(21) . . . . . . . . . . . . . . . . . . . . . . . . 14,000,000 13,000,000(22)
H. Wayne Huizenga Jr.(23) . . . . . . . . . . . . . . . . . . . . . . 517,500 517,500(24)
Jean Huizenga . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Joyce M. Huizenga . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000(6)
Pamela A. Huizenga . . . . . . . . . . . . . . . . . . . . . . . . . 102,500 97,500(25)
F. Ross Johnson . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 25,000
George D. Johnson, Jr. . . . . . . . . . . . . . . . . . . . . . . . 400,000 400,000(5)
Eddie J. Jones . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Dean J. Jordan . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Keller Construction Co. Ltd. . . . . . . . . . . . . . . . . . . . . 5,000 5,000
Thomas G. Kenny, III . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
H. Dan Kilburn . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Michael R. Klein . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 50,000
Robert L. Kramm, Jr. . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Lafayette College . . . . . . . . . . . . . . . . . . . . . . . . . . 28,500 28,500
Erin O. LauBaugh . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500 2,400(26)
Laura-Lee Woods 1966 Trust . . . . . . . . . . . . . . . . . . . . . 5,000 5,000
Laure L. Woods 1983 Trust . . . . . . . . . . . . . . . . . . . . . . 5,000 5,000
David D. Linnemeier . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 60,000(27)
Fred Luchak . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000 150,000(4)
Malloy Family - MAPS #3 . . . . . . . . . . . . . . . . . . . . . . . 6,500 6,500
Judy A. Malsam . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000(6)
Marcia Constance 1966 Trust . . . . . . . . . . . . . . . . . . . . . 5,000 5,000
Marilyn Chandler 1995 Trust . . . . . . . . . . . . . . . . . . . . . 5,000 5,000
Jonathan D. Mariner . . . . . . . . . . . . . . . . . . . . . . . . . 36,000 30,000(2)
Daniel C. Marino, Jr. . . . . . . . . . . . . . . . . . . . . . . . . 72,500 72,500(27)
Louis Marx Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 25,000
Massachusetts Corporate Value
Partners Limited . . . . . . . . . . . . . . . . . . . . . . . . . 75,000 75,000
Massachusetts Mutual Life
Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . 75,000 75,000
Paul McGee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000 10,000
William M. McGee . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
William W. McGuire . . . . . . . . . . . . . . . . . . . . . . . . . 8,000 8,000
Cynthia L. Melk . . . . . . . . . . . . . . . . . . . . . . . . . . . 166,667 166,667
Daniel J. Melk . . . . . . . . . . . . . . . . . . . . . . . . . . . 166,666 166,666
John J. Melk(28) . . . . . . . . . . . . . . . . . . . . . . . . . . 1,350,000(29) 1,300,000(5)
Thomas J. Melk . . . . . . . . . . . . . . . . . . . . . . . . . . . 166,667 166,667
Memorial Sloan-Kettering Cancer Center . . . . . . . . . . . . . . . 60,900 60,900
James Merry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000(6)
MFS Institutional Trust, on behalf of
MFS Emerging Equities Fund . . . . . . . . . . . . . . . . . . . . 21,402 21,402
MFS Series Trust II, on behalf of
MFS Emerging Growth Fund . . . . . . . . . . . . . . . . . . . . . 428,062 428,062
MGD Holdings, Ltd.(30) . . . . . . . . . . . . . . . . . . . . . . . 12,900,000 12,900,000(31)
</TABLE>
- 11 -
<PAGE> 13
<TABLE>
<CAPTION>
Shares to
Shares be Offered
Beneficially for the
Owned Prior Selling
to the Stockholder's
Selling Stockholder Offering Account
------------------- -------- -------
<S> <C> <C>
M.H. Whittier Corporation . . . . . . . . . . . . . . . . . . . . . . 5,000 5,000
Clement C. Moore II . . . . . . . . . . . . . . . . . . . . . . . . . 4,000 4,000
Morgan Guaranty Trust Co. . . . . . . . . . . . . . . . . . . . . . . 120,000 120,000
Robert L. Morrissette . . . . . . . . . . . . . . . . . . . . . . . . 18,500 15,000(6)
Stephen R. Morse . . . . . . . . . . . . . . . . . . . . . . . . . . 105,000 105,000(32)
Alex Muxo, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 60,000(27)
The New Discovery Fund Limited . . . . . . . . . . . . . . . . . . . 17,000 17,000
PaineWebber Growth Fund, a series of
PaineWebber Olympus Fund . . . . . . . . . . . . . . . . . . . . . 250,000 250,000
Parkland Equity Fund, L.P. . . . . . . . . . . . . . . . . . . . . . 12,000 12,000
Wm. M. Pierce . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000 150,000(4)
E. Charles Pike . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,000 30,000(2)
David A. Potts . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 5,000
Doreen A. Raneri . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000(6)
The Raptor Global Fund L.P. . . . . . . . . . . . . . . . . . . . . . 66,000 66,000
The Raptor Global Fund Ltd. . . . . . . . . . . . . . . . . . . . . . 79,200 79,200
Merrilou Rauch . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Michael A. Rauch . . . . . . . . . . . . . . . . . . . . . . . . . . 6,900 6,900(33)
Gex F. Richardson . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000(6)
Robert Lehman Foundation, Regular A/C 1 . . . . . . . . . . . . . . . 12,900 12,900
Robert Lehman Foundation End Fund B 1 Spears . . . . . . . . . . . . 2,300 2,300
Peter H. Roberts . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000 27,000(3)
Richard C. Rochon . . . . . . . . . . . . . . . . . . . . . . . . . . 660,000 660,000(34)
Rockefeller Brothers Fund . . . . . . . . . . . . . . . . . . . . . . 40,000 40,000
Stephen K. Roddenberry . . . . . . . . . . . . . . . . . . . . . . . 150,000 150,000(4)
Ronald Family Trust B . . . . . . . . . . . . . . . . . . . . . . . . 10,800 10,800
SC Fundamental Value BVI, Ltd. . . . . . . . . . . . . . . . . . . . 38,000 38,000
SC Fundamental Value Fund, L.P. . . . . . . . . . . . . . . . . . . . 62,000 62,000
Gregory P. Shlopak . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 100,000
Steven J. Serafino . . . . . . . . . . . . . . . . . . . . . . . . . 48,000 45,000(8)
Donald F. Shula . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,500 72,500(27)
Nancy T. Side . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000(6)
Howard Paul Sills . . . . . . . . . . . . . . . . . . . . . . . . . . 65,000 50,000(8)
Donald A. Smiley . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 60,000(27)
Timothy R. Smith . . . . . . . . . . . . . . . . . . . . . . . . . . 13,200 13,200(35)
Robert J. Stirk . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,200 6,000(36)
Jill R. Strafaci . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
T. Rowe Price New Horizons Fund . . . . . . . . . . . . . . . . . . . 150,000 150,000
H. Ritter Taylor . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Tom Murphy Agency . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 5,000
Nancy Tomlinson . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,000(6)
William A. Torrey . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
Trustees under the Master Trust Agreement for
Massachusetts Financial Services Company
Retirement Plans, dated November 15, 1993 . . . . . . . . . . . . . 536 536
Tudor Arbitrage Partners L.P. . . . . . . . . . . . . . . . . . . . . 30,800 30,800
Tudor BVI Futures, Ltd. . . . . . . . . . . . . . . . . . . . . . . . 224,000 224,000
</TABLE>
- 12 -
<PAGE> 14
<TABLE>
<CAPTION>
Shares to
Shares be Offered
Beneficially for the
Owned Prior Selling
to the Stockholder's
Selling Stockholder Offering Account
------------------- -------- -------
<S> <C> <C>
University of Minnesota Foundation . . . . . . . . . . . . . . . . . 27,100 27,100
University of Washington . . . . . . . . . . . . . . . . . . . . . . 27,200 27,200
Carlos E. Vidueira . . . . . . . . . . . . . . . . . . . . . . . . . 22,500 22,500(37)
Warburg Pincus Emerging Growth Fund. . . . . . . . . . . . . . . . . 150,000 150,000
Carl Warden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000 10,000
James A. Watt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000 150,000(4)
Gerald Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 60,000(27)
George Weissman . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Westbury (Bermuda) Ltd.(30) . . . . . . . . . . . . . . . . . . . . . 4,050,000 4,050,000(38)
Bryan J. Wiedmeier . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000(2)
William Keller Agency . . . . . . . . . . . . . . . . . . . . . . . . 5,000 5,000
Jack Williams . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513,375 513,375
Winnifred Rhodes-Bea 1966 Trust . . . . . . . . . . . . . . . . . . . 5,000 5,000
Alan Wolfe(39) . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,500 162,500(10)
R. E. Wolfe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162,600 162,500(10)
Peter W. Wright . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,400 65,000(8)
- -----------------------------
</TABLE>
(1) Includes 50,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(2) Includes 20,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(3) Includes 18,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(4) Includes 100,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(5) Includes 200,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(6) Includes 10,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(7) Mr. Carpenter has served as Vice President-Corporate Controller of the
Company since August 3, 1995.
(8) Includes 30,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(9) Includes 25,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(10) These shares may be issued upon exercise of certain outstanding
warrants.
(11) Includes 135,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(12) Includes 5,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(13) Mr. Fairbanks has served as an Executive Vice President and the Chief
Financial Officer of the Company since August 3, 1995.
(14) Includes 55,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(15) Mr. Gowland served as the Senior Vice President - HazWaste Operations
of the Company from January 1992 to April 1995.
(16) Mr. Guerin has served as a Senior Vice President of the Company since
August 3, 1995.
(17) Includes 80,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(18) Mr. Hudson has served as the President and a Director of the Company
since August 3, 1995 and is the brother-in-law of Mr. Huizenga.
(19) Includes 1,200,000 shares that may be issued upon exercise of certain
of the Combination Warrants.
(20) Includes 120,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(21) Mr. Huizenga has served as the Chairman of the Board and Chief
Executive Officer of the Company since August 3, 1995.
(22) Includes 8,000,000 shares that may be issued upon exercise of certain
of the Combination Warrants but does not include options to purchase
1,000,000 shares of Common Stock granted to Mr. Huizenga pursuant to
the Company's 1991 Stock Option Plan.
(23) Mr. Huizenga, Jr. has served as a Vice President of the Company since
August 3, 1995.
(24) Includes 345,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(25) Includes 65,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(26) Includes 1,600 shares that may be issued upon exercise of certain of
the Combination Warrants.
(27) Includes 40,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(28) Mr. Melk has served as a Director of the Company since August 3, 1995.
(29) Includes 50,000 shares owned by Mr. Melk's spouse which are not
included in the Offering. Mr. Melk disclaims beneficial ownership of
such shares.
- 13 -
<PAGE> 15
(30) MGD Holdings has a management agreement with the Company and
provides various services to the Company thereunder. MGD Holdings and
Westbury are controlled by Mr. DeGroote who has served as the Vice
Chairman of the Board of Directors of the Company since August 3,
1995, and served as Chairman of the Board, President and Chief
Executive Officer of the Company prior to August 3, 1995.
(31) Includes 1,000,000 shares that may be issued upon exercise of certain
warrants.
(32) Includes 70,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(33) Includes 4,600 shares that may be issued upon exercise of certain of
the Combination Warrants.
(34) Includes 440,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(35) Includes 8,800 shares that may be issued upon exercise of certain of
the Combination Warrants.
(36) Includes 4,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(37) Includes 15,000 shares that may be issued upon exercise of certain of
the Combination Warrants.
(38) Includes 2,700,000 shares that may be issued upon exercise of certain
of the Combination Warrants.
(39) Mr. Wolfe has served as the President of Environmental Specialists
Inc., a subsidiary of the Company, since May 1990.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell or distribute some or all of the
Shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, including pledgees, in
transactions (which may involve crosses and block transactions) on Nasdaq and
the Toronto Exchange, in privately negotiated transactions (including sales
pursuant to pledges) or in the over-the-counter market, or in a combination of
such transactions. Such transactions may be effected by the Selling
Stockholders at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices, or at fixed prices,
which may be changed. Brokers, dealers, agents or underwriters participating
in such transactions as agent may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders (and, if
they act as agent for the purchaser of such shares, from such purchaser). Such
discounts, concessions or commissions as to a particular broker, dealer, agent
or underwriter might be in excess of those customary in the type of transaction
involved. This Prospectus also may be used, with the Company's consent, by
donees of the Selling Stockholders, or by other persons acquiring Shares upon
exercise of certain warrants and who wish to offer and sell such Shares under
circumstances requiring or making desirable its use.
The Selling Stockholders and any such underwriters, brokers, dealers
or agents that participate in such distribution may be deemed to be
"underwriters" within the meaning of the Securities Act, and any discounts,
commissions or concessions received by any such underwriters, brokers, dealers
or agents might be deemed to be underwriting discounts and commissions under
the Securities Act. Neither the Company nor the Selling Stockholders can
presently estimate the amount of such compensation. The Company knows of no
existing arrangements between any Selling Stockholder and any other Selling
Stockholder, underwriter, broker, dealer or other agent relating to the sale or
distribution of the Shares.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the Shares may not simultaneously
engage in market activities with respect to the Common Stock for a period of
nine business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Stockholders. All of the foregoing may affect the marketability of
the Common Stock.
The Company will pay substantially all of the expenses incident to
this Offering of the Shares by the Selling Stockholders to the public other
than commissions and discounts of underwriters, brokers, dealers or agents.
Each Selling Stockholder may indemnify any broker, dealer, agent or underwriter
that participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
In order to comply with certain states' securities laws, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Common
- 14 -
<PAGE> 16
Stock may not be sold unless the Common Stock has been registered or qualified
for sale in such state or an exemption from registration or qualification is
available and is complied with.
DESCRIPTION OF CAPITAL STOCK
The First Amended and Restated Certificate of Incorporation of the
Company (the "Certificate of Incorporation") authorizes capital stock
consisting of 350,000,000 shares of Common Stock, par value $.01 per share, and
5,000,000 shares of preferred stock ("Preferred Stock"). There were 51,448,806
shares of Common Stock, and no shares of Preferred Stock, issued and
outstanding as of August 4, 1995. Of the 54,458,375 Shares offered hereby,
18,145,000 have been reserved for issuance to certain Selling Stockholders
pursuant to certain outstanding options and warrants (including the Combination
Warrants). The following summary description of the capital stock of the
Company is qualified in its entirety by reference to the Certificate of
Incorporation and Bylaws of the Company, copies of which have been filed as
exhibits to the Registration Statement of which this Prospectus is a part.
COMMON STOCK. The holders of shares of Common Stock have equal pro
rata rights to dividends if, as and when declared by the Company's Board of
Directors; do not have any preemptive subscription or conversion rights; and
have one vote per share on all matters upon which the stockholders of the
Company may vote at all meetings of stockholders. There are no redemption or
sinking fund provisions applicable to the Common Stock. The holders of the
Common Stock of the Company do not have cumulative voting rights. As a result,
the holders of a majority of the shares voting for the election of directors
can elect all the members of the Board of Directors.
PREFERRED STOCK. No shares of Preferred Stock are currently
outstanding. The Board of Directors is authorized to divide the Preferred
Stock into series and, with respect to each series, to determine the dividend
rights, dividend rate, conversion rights, voting rights, redemption rights and
terms, liquidation preferences, the number of shares constituting the series,
the designation of such series and such other rights, qualifications,
limitations or restrictions as the Board of Directors may determine. The Board
of Directors could, without shareholder approval, issue Preferred Stock with
voting rights and other rights that could adversely affect the voting power of
holders of Common Stock and such stock could be used to prevent a hostile
takeover of the Company. The Company has no present plans to issue any shares
of Preferred Stock.
CERTIFICATE OF INCORPORATION AND BYLAWS; CLASSIFICATION OF BOARD OF
DIRECTORS. The Company's Certificate of Incorporation provides that the
members of the Board of Directors be divided into three classes with terms of
three years each, with the term of office of one class expiring each year.
Accordingly, only those directors of a single class can be changed in any one
year and it would take three elections to change the entire Board. The
Company's Bylaws provide that directors may be removed for cause by vote of
two-thirds of the other directors or by vote of a majority of stockholders, and
may be removed without cause by the vote of a majority of stockholders at a
meeting called for such purpose. While the Company believes that such
provisions are in the best interests of the Company and its stockholders, such
requirements may have the effect of protecting the Company's management against
outside interests.
TRANSFER AGENT AND REGISTRAR. The Transfer Agent and Registrar for the
Common Stock is First Interstate Bank of Texas, N.A.
LEGAL MATTERS AND EXPERTS
The validity of the Shares offered hereby will be passed upon for the
Company by Akerman, Senterfitt & Eidson, P.A. Attorneys employed by Akerman,
Senterfitt & Eidson, P.A., including Messrs. Awner and Roddenberry who are
Selling Stockholders, beneficially own in the aggregate 302,050 shares of
Common Stock as of August 7, 1995. The consolidated financial statements and
schedules incorporated by reference in this Prospectus and in the Registration
Statement for the Company have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and
have been incorporated
- 15 -
<PAGE> 17
by reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, (ii) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1994,
specifically including the Company's Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 1995, and the Company's Current Report on Form 8-K/A
dated July 17, 1995, and (iii) the Company's Proxy Statement dated July 24,
1995 relating to the Special Meeting of Stockholders held August 3, 1995 in
connection with, among other matters, the Combination.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document or information
incorporated or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed document that also
is, or is deemed to be, incorporated herein by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS
DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND
ALL OF THE DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE
INCORPORATED BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH
DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE).
REQUESTS SHOULD BE DIRECTED TO COURTLAND D. PEDDY, SECRETARY, REPUBLIC WASTE
INDUSTRIES, INC., 200 EAST LAS OLAS BOULEVARD, SUITE 1400, FT. LAUDERDALE,
FLORIDA 33301, TELEPHONE: (305) 761-8333.
- 16 -
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by the
Registrant in connection with the filing of this Registration Statement. All
of such expenses, other than the filing fee for the Commission, are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee . . . . . . . . . . . . . . . $427,217
Printing and Engraving Expenses . . . . . . . . . . . . . . . . . . . . . . 10,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . 5,000
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 10,000
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 527,217
=========
- -----------------------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company entitles the Board of
Directors to provide for indemnification of directors and officers to the
fullest extent provided by law, except for liability (i) for any breach of
directors duty of loyalty to the Company or its stockholders, (ii) for acts of
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends, or for
unlawful stock purchases or redemptions, or (iv) for any transaction from which
the director derived an improper personal benefit.
Article VII of the Bylaws of the Company provide that to the fullest
extent and in the manner permitted by the laws of the State of Delaware and
specifically as is permitted under Section 145 of the General Corporation Law
of the State of Delaware, the Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the Company, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit, or proceeding if he acted in
good faith and in a manner he reasonably believed to be in and not opposed to
the best interests of the Company, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Determination of action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contender or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in and not opposed to the best
interests of the Company, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was lawful.
The Bylaws provide that any decision as to indemnification shall be
made: (a) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding; or (b) if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested
II-1
<PAGE> 19
directors so directs, by independent legal counsel in a written opinion; or (c)
by the stockholders. The Board of Directors may authorize indemnification of
expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding in advance of the final disposition of such action,
suit or proceeding. Indemnification pursuant to these provisions is not
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise and shall continue as to a person who has ceased to be a
director or officer. The Company may purchase and maintain insurance on behalf
of any person who is or was a director or officer.
Further, the Bylaws provide that the indemnity provided will be
extended to the directors, officers, employees and agents of any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of the Bylaws
with respect to the resulting or surviving corporation as he/she would have
with respect to such constituent corporation if its separate existence had
continued.
Under an insurance policy maintained by the Company, the directors
and officers of the Company are insured, within the limits and subject to
the limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits
or proceedings, which may be brought against them by reason of being or having
been such directors or officers.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Exhibit Description
- ------- -------------------
2.1 Stock Purchase Agreement dated May 21, 1995 by and between H.
Wayne Huizenga and Republic Waste Industries, Inc.
(incorporated by reference from Exhibit (c)(1) to the
Company's Form 8-K dated May 21, 1995).
2.2 Stock Purchase Agreement dated May 21, 1995 by and between
Harris W. Hudson and Republic Waste Industries, Inc.
(incorporated by reference from Exhibit (c)(4) to the
Company's Form 8-K dated May 21, 1995).
2.3 Stock Purchase Agreement dated May 21, 1995 by and between
Westbury (Bermuda) Ltd. and Republic Waste Industries, Inc.
(incorporated by reference from Exhibit (c)(5) to the
Company's Form 8-K dated May 21, 1995).
2.4 Agreement and Plan of Merger dated May 21, 1995 by and among
Republic Waste Industries, Inc., Republic Hudson Acquisition
Corporation, Hudson Management Corporation, Harris W. Hudson
and Bonnie J. Hudson (incorporated by reference from Exhibit
(c)(2) to the Company's Form 8-K dated May 21, 1995).
2.5 Agreement and Plan of Merger dated May 21, 1995 by and among
Republic Waste Industries, Inc., Republic Hudson Acquisition
Corporation, Envirocycle, Inc., Harris W. Hudson and Bonnie
J. Hudson (incorporated by reference from Exhibit (c)(3) to
the Company's Form 8-K dated May 21, 1995).
II-2
<PAGE> 20
2.6 First Amendment to Stock Purchase Agreement dated July 17,
1995 by and between H. Wayne Huizenga and Republic Waste
Industries, Inc. (incorporated by reference from Exhibit
(c)(8) to the Company's Form 8-K/A dated July 17, 1995).
4.1 First Amended and Restated Certificate of Incorporation of
Republic Waste Industries, Inc.
4.2 Bylaws of Republic Waste Industries, Inc. (incorporated by
reference from Exhibit 3.2 to the Company's Registration
Statement on Form S-3, file number 33-42530).
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. as to the
validity of the Shares.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1 above).
23.2* Consent of Independent Public Accountants.
23.3* Consent of Independent Public Accountants.
24.1* Power of Attorney (included on the signature pages to this
Registration Statement).
- -----------------------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement.
II-3
<PAGE> 21
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-
effective amendment by these paragraphs is contained in periodic
reports filed with or furnished by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the Offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Amendment No. 1 to
Form S-3 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ft. Lauderdale, State of Florida, on
August 10, 1995.
REPUBLIC WASTE INDUSTRIES, INC.
(Registrant)
By: /s/ GREGORY K. FAIRBANKS
-----------------------------------------
Gregory K. Fairbanks
Executive Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act, this Amendment No.
1 to Form S-3 Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<S> <C>
* *
- --------------------------------------------------- --------------------------------------------------
J.P. Bryan Rick L. Burdick
Director Director
* *
- --------------------------------------------------- --------------------------------------------------
Michael G. DeGroote Harris W. Hudson
Vice Chairman of the Board President and Director
* *
- --------------------------------------------------- --------------------------------------------------
H. Wayne Huizenga Gregory K. Fairbanks
Chairman of the Board and Chief Executive Vice President and
Executive Officer Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer and
Principal Accounting Officer)
* * By: /s/ GREGORY K. FAIRBANKS
- --------------------------------------------------- ---------------------------------------------------
John J. Melk Attorney-in-Fact
Director August 10, 1995
</TABLE>
II-5
<PAGE> 1
FIRST AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
REPUBLIC WASTE INDUSTRIES, INC.
Republic Waste Industries, Inc., a corporation organized and existing
under the laws of the State of Delaware, (the "Corporation"), does hereby
certify as follows:
(a) The name of the Corporation is Republic Waste Industries, Inc.
and the original Certificate of Incorporation of the Corporation was originally
filed with the office of the Secretary of State of the State of Delaware on May
30, 1991.
(b) This First Amended and Restated Certificate of Incorporation
has been duly adopted in accordance with the provisions of Sections 242 and 245
of the General Corporation Law of the State of Delaware (the "Act") and
restates, integrates and amends the provisions of the Certificate of
Incorporation, as amended to date, of the Corporation.
(c) The text of the Certificate of Incorporation of the
Corporation, as heretofore amended or supplemented, is hereby amended and
restated to read in its entirety as follows:
FIRST: The name of the Corporation is:
Republic Waste Industries, Inc.
SECOND: The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801,
county of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the businesses or purposes to be conducted or
promoted is:
To conduct any lawful business, to exercise any lawful purpose
and power, and to engage in any lawful act or activity for which
corporations may be organized under the Act or by any other law of
Delaware or by this Certificate of Incorporation together with any
powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the
businesses or purposes of the Corporation.
FOURTH: The total number of shares of all classes of stock which this
Corporation shall have authority to issue is 355,000,000 shares, consisting of
350,000,000 shares of Common Stock, par value $0.01 per share, and 5,000,000
shares of Preferred Stock, par value $0.01 per share. The aggregate par value
of all the shares of all classes of stock which this Corporation has the
authority to issue is $3,500,000.
A. COMMON STOCK. The shares of Common Stock shall have no
preemptive or preferential rights of subscription concerning further
issuance or authorization of any securities of the Corporation. Each
share of Common Stock shall entitle the holder thereof to one vote, in
person or by proxy. The holders of the Common Stock shall be entitled
to receive dividends if, as and when declared by the Board of
Directors. The Common Stock may be issued from
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time to time in one or more series and shall have such other relative,
participant, optional or special rights, qualifications, limitations
or restrictions thereof as shall be stated and expressed in the
resolution or resolutions providing for the issuance of such Common
Stock from time to time adopted by the Board of Directors pursuant to
authority so to adopt which is hereby vested in the Board of
Directors.
B. PREFERRED STOCK. The Preferred Stock may be issued from time
to time in one or more series and (a) may have such voting powers,
full or limited, or may be without voting powers; (b) may be subject
to redemption at such time or times and at such prices; (c) may be
entitled to receive dividends (which may be cumulative or
noncumulative) at such rate or rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the
dividends payable on any other class or classes or series of stock;
(d) may have such rights upon the dissolution of, or upon any
distribution of the assets of, the Corporation; (e) may be made
convertible into, or exchangeable for, shares of any other class or
classes or of any other series of the same or any other class or
classes of stock of the Corporation, at such price or prices or at
such rates of exchange, and with such adjustments; and (f) shall have
such other relative, participating, optional or special rights,
qualifications, limitations or restrictions thereof, as shall
hereafter be stated and expressed in the resolution or resolutions
providing for the issuance of such Preferred Stock from time to time
adopted by the Board of Directors pursuant to authority so to do which
is hereby vested in the Board of Directors.
At any time and from time to time when authorized by
resolution of the Board of Directors and without any action by its
shareholders, the Corporation may issue or sell any shares of its
stock of any class or series, whether out of the unissued shares
thereof authorized by the Certificate of Incorporation, as amended, or
out of shares of its stock acquired by it after the issue thereof, and
whether or not the shares thereof so issued or sold shall confer upon
the holders thereof the right to exchange or convert such shares for
or into other shares of stock of the Corporation of any class or
classes or any series thereof. When similarly authorized, but without
any action by its shareholders, the Corporation may issue or grant
rights, warrants or options, in bearer or registered or such other
form as the Board of Directors may determine, for the purchase of
shares of the stock of any class or series of the Corporation within
such period of time, or without limit as to time, of such aggregate
number of shares, and at such price per share, as the Board of
Directors may determine. Such rights, warrants or options may be
issued or granted separately or in connection with the issue of any
bonds, debentures, notes, obligations or other evidences of
indebtedness or shares of the stock of any class or series of the
Corporation and for such consideration and on such terms and
conditions as the Board of Directors, in its sole discretion, may
determine. In each case, the consideration to be received by the
Corporation for any such shares so issued or sold shall be fixed from
time to time by the Board of Directors.
FIFTH: Except as may otherwise be provided in this Certificate or in
the Bylaws of the Corporation, as the same may be amended from time to time,
the Board of Directors shall have all powers and authority which may be granted
to a board of directors of a corporation under the Act, including but not
limited to the following:
(a) to adopt, amend or repeal the Bylaws of the
Corporation;
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(b) to authorize and cause to be executed mortgages and
liens upon the real and personal property of the Corporation;
(c) to set apart out of any of the funds of the
Corporation available for dividends a reserve or reserves for any
proper purpose and to abolish any such reserve in the manner in which
it was created;
(d) to designate one or more committees;
(e) to sell, lease or exchange all or substantially all
of the property and assets of the Corporation, including its good will
and its corporate franchises, upon such terms and conditions and for
such consideration, which may consist in whole or in part of money or
property including shares of stock in, and/or other securities of, any
other corporation or corporations, as the Board of Directors shall
deem expedient and for the best interest of the Corporation, when and
as authorized by the shareholders entitled to vote thereon;
(f) to provide indemnification for directors, officers,
employees, and/or agents of the Corporation to the fullest extent
permitted by law, subject however, to the rules against limitation on
liability of directors as set forth in Section 102 of the Act, as
amended from time to time; and
(g) to determine from time to time whether and to what
extent, and at what times and places and under what conditions and
regulations, the accounts and books of the Corporation or any of them,
shall be opened to the inspection of the shareholders, and no
shareholder shall have any right to inspect any account or book or
document of the Corporation, except as conferred by the Act or
authorized by the Board of Directors, or by a resolution of the
shareholders.
SIXTH: The Board of Directors of the Corporation shall consist of one
or more members. The number of directors shall be fixed by, or in the manner
provided in the Bylaws. The directors shall be classified into three classes,
with each class as nearly equal in number as possible, in the manner specified
in the Bylaws. At the first annual meeting of shareholders, members of the
first class shall be elected for a one-year term, members of the second class
shall be elected for a two-year term, and members of the third class shall be
elected for a three-year term. At each annual meeting of shareholders after
the first annual meeting, the successors to the class of directors whose terms
expire at that meeting shall be elected for a three-year term.
SEVENTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its shareholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in
a summary way of this Corporation or of any creditor or shareholder thereof, or
on the Corporation or of any creditor or shareholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the Act or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation
under the provisions of Section 279 of the Act, order a meeting of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders of this Corporation, as the case may be, to be summoned in such
manner as the court directs. If a majority in number representing
three-fourths (3/4) in value of the creditors or class of creditors, and/or of
the shareholders or class of shareholders of this Corporation, as the case may
be, agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the compromise
or
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<PAGE> 4
arrangement and the reorganization shall, if sanctioned by the court to which
the application has been made, be binding on all the creditors or class of
creditors and/or on all the shareholders or class of shareholders of this
Corporation, as the case may be, and also on this Corporation.
EIGHTH: To the extent permitted by law, no contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association, or
other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the board or committee thereof which
authorizes the contract or transaction, or solely because his or their votes
are counted for such purposes, if:
(a) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board of Directors or
committee authorizes the contract or transaction by the affirmative
vote of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or
(b) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to
the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved by vote of the shareholders; or
(c) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by
the Board of Directors, a committee thereof, or the shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
NINTH: The Corporation reserves the right to amend or repeal any
provision contained herein, add any additional provisions hereto, increase or
decrease the number of authorized shares of stock, or restate this Certificate
of Incorporation in its entirety in the manner now or hereafter prescribed by
the Act.
TENTH: Except as otherwise required by law or as otherwise provided
in this Certificate of Incorporation or in the Bylaws of the Corporation, any
matter properly submitted to a vote of the shareholders at a meeting of
shareholders duly convened at which there is a quorum present shall be deemed
approved upon an affirmative vote of the holders of a majority of the
outstanding shares of Common Stock present at the meeting, in person or by
proxy. No holders of any class of stock other than Common Stock shall be
entitled to vote upon any matter, except as may be required by law, this
Certificate of Incorporation, or the Bylaws of the Corporation. Written
ballots shall not be required for the election of directors.
ELEVENTH: In addition to any other indemnification granted to
directors of the Corporation contained in this Certificate of Incorporation,
the Bylaws of the Corporation, or adopted by resolution of the shareholders or
directors of the Corporation, no director of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director, provided however, that this
indemnification shall not eliminate or limit the liability of a director for
any breach of the director's duty of loyalty to the Corporation or its
shareholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or payment of any
unlawful
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<PAGE> 5
dividend or for any unlawful stock purchase or redemption, or for any
transaction from which the director derived an improper personal benefit.
IN WITNESS WHEREOF, the undesigned has caused this First Amended and
Restated Certificate of Incorporation to be executed this 3rd day of August,
1995.
Republic Waste Industries, Inc.
By:/S/ MICHAEL G. DEGROOTE
-----------------------------------------
Michael G. DeGroote,
Chairman, President and
Chief Executive Officer
STATE OF GEORGIA )
)
COUNTY OF COBB )
Before me, Karen Poor, a Notary Public in and for the State of
Georgia, on this day personally appeared Michael G. DeGroote, known to me to be
the person whose name is subscribed to the foregoing instrument and known to me
to be the Chairman, Chief Executive Officer and President of Republic Waste
Industries, Inc., and acknowledged to me that he executed said instrument by
and on behalf of said corporation and the facts stated therein are true.
Given under my hand and seal of office this 3rd day of August, 1995.
/S/ KAREN POOR
-----------------------------------
Notary Public
KAREN POOR
-----------------------------------
Printed Name of Notary Public
My commission expires:April 27, 1997
--------------
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AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One Brickell Square
24th Floor
801 Brickell Avenue
Miami, Florida 33131-2948
(305) 374-5600
Telecopy (305) 374-5095
August 10, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: REPUBLIC WASTE INDUSTRIES, INC.
REGISTRATION STATEMENT ON FORM S-3
FILE NUMBER 33-61649
Ladies and Gentlemen:
We have acted as counsel to Republic Waste Industries, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission of a
Registration Statement on Form S-3, file number 33-61649, as amended (the
"Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to an aggregate of 54,458,375 shares of the
Company's common stock, par value $0.01 per share, 36,313,375 of which are
issued and outstanding (the "Shares") and 18,145,000 of which (the "Warrant
Shares") may be issued from time to time pursuant to certain outstanding
warrants (the "Warrants").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
Based upon such examination and review and upon the representations
made to us by the officers and directors of the Company, we are of the opinion
that the (i) Shares have been duly and validly authorized and are validly
issued, fully paid and nonassessable, and (ii) the Warrant Shares have been
duly and validly authorized and, assuming that the Warrant Shares are issued
for an amount at least equal to their par value, will, upon issuance pursuant
to the terms and conditions of the Warrants, be validly issued, fully paid and
nonassessable.
<PAGE> 2
Securities and Exchange Commission
August 10, 1995
Page 2
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption
"Legal Matters and Experts" in the prospectus which is part of the Registration
Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
