As filed with the Securities and Exchange Commission on November 23, 1994
Registration No. 33-56295
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
-----------------------
WESTERN WASTE INDUSTRIES
(Exact name of Registrant as specified in its charter)
-----------------------
California 95-1946054
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
21061 South Western Avenue
Torrance, California 90501
(310) 328-0900
(Address, including zip code and telephone number, including
area code, of Registrant's principal executive offices)
-----------------------
KOSTI SHIRVANIAN
Chairman of the Board and President
Western Waste Industries
21061 South Western Avenue
Torrance, California 90501
(310) 328-0900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
Copy to:
JAMES J. SLABY, JR., ESQ.
JAMES M. RENE, ESQ.
Sheppard, Mullin, Richter & Hampton
333 South Hope Street, 48th Floor
Los Angeles, CA 90071
(213) 620-1780
Approximate date of commencement of proposed sale to the 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, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following
box. /_X_/
EXHIBIT INDEX ON PAGE 24
Page 1 of 27 <PAGE>
WESTERN WASTE INDUSTRIES
Cross-Reference Sheet Pursuant to Item 501(b) of Regulation S-K
Showing Locations in Prospectus of the Information
Required by Items of Form S-3
Form S-3 Caption Caption in Prospectus
- ---------------- ---------------------
Item 1. Forepart of the Outside Front Cover Page of
Registration Prospectus
Statement and Outside
Front Cover Page of
Prospectus
Item 2. Inside Front and Inside Front and Outside Back Cover
Outside Back Cover Pages of Prospectus
Pages of
Prospectus
Item 3. Summary Information, Prospectus Summary; Risk Factors;
Risk Factors and Ratio Certain Transactions
of Earnings to Fixed
Charges
Item 4. Use of Proceeds Use of Proceeds
Item 5. Determination of Outside Front Cover Page of
Offering Price Prospectus; Plan of Distribution
Item 6. Dilution Inapplicable
Item 7. Selling Security Selling Stockholders
Holders
Item 8. Plan of Distribution Outside Front Cover Page of
Prospectus; Plan of Distribution
Item 9. Description of Inapplicable
Securities to be
Registered
Item 10. Interests of Named Legal Matters; Experts
Experts and Counsel
Item 11. Material Changes Material Developments
Item 12. Incorporation of Incorporation of Certain Documents
Certain Information by by Reference
Reference
Item 13. Disclosure of Inapplicable
Commission Position on
Indemnification for
Securities Act
Liabilities
Page 2 of 27 <PAGE>
Prospectus
WESTERN WASTE INDUSTRIES
240,000 Shares
Common Stock, No Par Value
This Prospectus relates to 240,000 shares of Common
Stock, no par value (the "Shares"), of Western Waste
Industries, a California corporation (the "Company"). The
Shares may be offered by certain stockholders of the Company
(the "Selling Stockholders") from time to time in transactions
on The New York Stock Exchange or in privately negotiated
transactions or a combination of such methods of sale, at fixed
prices that may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling the Shares to or through
broker-dealers and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of the Shares for whom
such broker-dealers may act as agent or to whom they sell as
principal or both. The Selling Stockholders and any broker
executing selling orders on behalf of the Selling Stockholders
may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Act"), in which event
commissions received by any such broker may be deemed to be
underwriting commissions under the Act. See "Selling
Stockholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by
the Selling Stockholders will be received by the Company. The
Company has agreed to bear certain expenses in connection with
the registration of the Shares being offered by the Selling
Stockholders.
The Shares of the Company are listed on The New York
Stock Exchange under the trading symbol "WW." On November 22,
1994, the closing sales price for the Shares, as reported on
The New York Stock Exchange, was $15.50 per share.
-1-
Page 3 of 27 <PAGE>
PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE
MATTERS SET FORTH UNDER THE CAPTION "RISK FACTORS."
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.
The date of this Prospectus is November ___, 1994.
-2-
Page 4 of 27 <PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement
on Form S-3 (together with all amendments and exhibits thereto,
the "Registration Statement") under the Securities Act of 1933,
as amended (the "Act"), with respect to the securities offered
hereby. This Prospectus does not contain all of the informa-
tion set forth in the Registration Statement, certain portions
of which have been omitted as permitted by the rules and regu-
lations of the Commission. For further information concerning
the Company and the securities offered hereby, reference is
made to the Registration Statement which is on file at the
offices of the Commission and may be obtained upon payment of
the prescribed fee or may be examined without charge at the
offices of the Commission. Statements contained herein as to
the contents of any document referred to are not necessarily
complete and in each instance are qualified in all respects by
reference to the applicable documents filed with the
Commission.
The Company is subject to the informational require-
ments of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files certain
reports and other information with the Commission. Such
reports and other information may 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 following Regional Offices of the Commission: Seven
World Trade Center, 13th Floor, New York, New York 10048 and
Suite 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661. Copies may be obtained from
the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.
Reports and other information concerning the Company can also
be inspected at the offices of The New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Commission (File No. 0-11264) are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the year ended
June 30, 1994, as amended pursuant to Form 10K/A
(Amendment No. 1) filed with the Commission on October 14,
1994, and Form 10K/A (Amendment No. 2) filed with the
Commission on October 28, 1994; and
-3-
Page 5 of 27 <PAGE>
(b) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A filed
with the Commission on February 6, 1991.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this Prospectus and prior to the
termination of the offering of the shares of Common Stock
offered hereby shall be deemed to be incorporated by reference
herein and to be a part hereof on the date of filing of such
documents.
The Company will furnish without charge to each
person to whom this Prospectus is delivered, on the written or
oral request of such person, a copy of any or all of the
documents incorporated herein by reference, except for the
exhibits to such documents. Requests should be directed to
Lawrence F. McQuaide, Western Waste Industries, 21061 South
Western Avenue, Torrance, California 90501, telephone:
(310) 328-0900.
PROSPECTUS SUMMARY
This summary is qualified in its entirety by the
detailed information appearing elsewhere in this Prospectus.
Prospective investors should carefully consider the matters
discussed under the heading "Risk Factors."
The Company
-----------
The Company is a provider of integrated waste
services to commercial, industrial and residential customers.
These services consist of the collection, transfer and disposal
of solid waste in certain areas of California, Texas,
Louisiana, Florida, Colorado and Arkansas. The Company has
approximately 90 franchise agreements, 82 of which designate
the Company as the exclusive provider of certain waste services
within a particular municipality or county. As part of its
business, the Company operates six landfills, three transfer
stations and four recycling facilities. The Company does not
operate hazardous waste landfills and limits its hazardous
waste activities to the transportation of such materials for
others which accounted for approximately 1% of the Company's
revenue during fiscal 1994.
The Company has a diversified customer base with no
single customer accounting for more than 10% of the Company's
revenue in any one of its last three fiscal years. During
fiscal 1992, 1993 and 1994, operations in California accounted
for approximately 65%, 64% and 68%, respectively, of revenue.
-4-
Page 6 of 27 <PAGE>
Contribution to Revenue
Year Ended June 30,
1992 1993 1994
---- ---- ----
Collection Services 88% 86% 85%
Landfill Operations 5 6 7
Transfer Stations 2 2 3
Other 5 6 5
---- ---- ----
100% 100% 100%
==== ==== ====
The Company is the successor to a sole proprietorship
that commenced the business of waste collection and disposal in
1955. The Company was incorporated in California in January
1964 as Western Refuse Hauling, Inc. The name later became WRH
Industries and then Western Waste Industries. The Company's
principal executive offices are located at 21061 South Western
Avenue, Torrance, California 90501 and its telephone number is
(310) 328-0900.
The Offering
------------
Shares offered hereby 240,000 shares of Common
Stock, no par value, of the
Company.
Plan of Distribution A maximum of 240,000 shares
of Common Stock are being
offered by the Selling
Stockholders. The Selling
Stockholders may offer from
time to time some or all of
the shares of Common Stock
held by them, directly or,
alternatively, through
underwriters, dealers or
agents. See "Plan of
Distribution."
Shares outstanding 14,405,746 shares of Common
Stock as of September 30,
1994.
Options outstanding Options to purchase an aggre-
gate of 3,335,000 shares of
Common Stock at a weighted
average exercise price of ap-
proximately $12.10 per share.
-5-
Page 7 of 27 <PAGE>
Proceeds The Company will not receive
any of the proceeds from the
sale of the shares of Common
Stock by the Selling
Stockholders. See "Use of
Proceeds."
NYSE trading symbol WW
Risk Factors Prospective investors should
carefully consider the
matters discussed under the
heading "Risk Factors."
-6-
Page 8 of 27 <PAGE>
RISK FACTORS
Investors should carefully consider the following
factors, among others, in connection with an investment in the
Shares:
GOVERNMENT REGULATION. The waste management business
is subject to extensive and frequently changing federal, state
and local laws and substantial regulation under these laws by
governmental agencies, including the United States
Environmental Protection Agency (the "EPA"), various state
agencies and county and local authorities acting in conjunction
with such federal and state entities. Waste management
companies are typically required to obtain and maintain permits
in connection with a significant portion of their operations.
The extensive regulatory framework applicable to waste
management companies imposes significant compliance burdens and
risks on waste management companies. The Company believes that
it is in substantial compliance with all material federal,
state and local laws and regulations governing the operation of
landfill operations and transfer stations. However, amendments
to existing statutes and regulations, changes in regulatory
policies, adoption of new statutes and regulations and the
Company's expansion into other jurisdictions and waste
management services could require the Company and others in the
industry to continually modify waste disposal facilities and
alter methods of operations at costs that would likely be
substantial, which could adversely affect the Company. There
can be no assurance that the Company will be able, for
financial reasons or otherwise, to comply with applicable laws,
regulations and permitting requirements.
COMPETITION. The solid waste industry is highly
competitive and requires substantial labor and capital
resources. The industry is characterized by large national
waste management companies as well as numerous local and
regional companies of varying sizes and financial resources.
Certain national waste management companies have significantly
greater resources than the Company. The Company also competes
with those counties and municipalities that maintain their own
waste collection or landfill operations. These counties and
municipalities may have financial advantages due to their
access to tax revenues and tax-exempt financing.
COMPETITIVE BIDDING. The Company generally obtains
contracts for its services or for the operation of certain
waste management facilities through the process of competitive
bidding. Contracts from which the Company has derived and
expects to derive a significant portion of its revenues were
obtained through competitive bidding. There can be no
assurance that the Company will continue to be successful in
having its bids accepted or, if accepted, that once awarded,
contracts will generate sufficient revenues to result in
profitability for the Company.
-7-
Page 9 of 27 <PAGE>
RISK OF POTENTIAL LITIGATION. Although the Company
strives to conduct its operations in compliance with applicable
laws and regulations, the Company believes that in the existing
climate, with heightened legal, political and citizen awareness
and concerns, companies in the environmental services industry
will face in the normal course of operating their businesses,
judicial and administrative proceedings involving federal,
state and local agencies, and may be subject to fines and
penalties and the need to expend funds for remedial work and
related activities with respect to waste collection, trans-
portation and disposal. While the Company does not anticipate
that fines, penalties and expenditures for remedial work and
related activities, if any, at Company facilities will have a
material adverse effect on the Company's operations or
financial condition, the possibility remains that technolo-
gical, regulatory or enforcement developments, the result of
environmental studies or other factors could materially alter
this expectation at any time. Such matters could have an
adverse impact on earnings for one or more fiscal quarters or
years or on the Company's operations.
The Company is currently involved in the following
legal proceedings:
On or about October 13, 1993, the Company was served
with a class action lawsuit now entitled In re Western Waste
-------------------
Industries Securities Litigation, Case No. CV-93 6126 KN filed
--------------------------------
in the United States District Court for the Central District of
California. The complaint alleges that the Company violated
federal securities laws with regard to certain disclosures and
representations made by the Company and certain alleged
omissions on the part of the Company in connection with merger
negotiations between the Company and Browning-Ferris Industries
("BFI"). The plaintiffs allege that they and all other persons
or entities that bought the stock of the Company during the
period of September 2, 1993 through October 7, 1993 suffered
damages as a result of changes in the market price of the
Company's common stock. In an Order dated October 4, 1994, the
Court granted the Company's request for a limitation in the
class period, and certified a class of persons who purchased
the Company's common stock during the period from October 1,
1993 through October 7, 1993, inclusive. The Court further
ordered that plaintiff Neil Haltrecht would be the class
representative, and denied class representative status to
plaintiffs Isaac Mayer and Croyden Associates. The Company
does not believe that it has violated any laws with regard to
the BFI matter and intends to vigorously defend the lawsuit.
On or about August 9, 1994, a complaint was filed in
Rancho Disposal Services, Inc., et al. v. Western Waste
-------------------------------------------------------
-8-
Page 10 of 27 <PAGE>
Industries, et al., San Bernardino Superior Court Case
------------------
No. SCB 14473. The Complaint seeks damages and an injunction
for the alleged violation of California Business and
Professions Code Sections 17047, 17200, and 17500 and for
intentional interference with existing and prospective economic
relations. The complaint alleges that the Company does not
hold a validly issued permit to operate within a certain
geographic area in the County of San Bernardino and that the
Company has engaged in predatory pricing. The complaint also
alleges that the Company has violated a San Bernardino County
ordinance by engaging in discriminatory and non-uniform pricing
of its refuse hauling services. In addition to the injunction,
the complaint prays for three times the actual damages incurred
by plaintiffs, punitive and exemplary damages in an amount to
be proven at the time of trial, reasonable attorneys' fees and
costs of suit. The Company believes it has valid defenses to
the allegations and intends to vigorously defend the suit. The
Company also intends to file a cross-complaint against the
plaintiffs for engaging in improper pricing activities.
In July 1994, the Company reached an agreement to
settle the claims asserted against it in a lawsuit captioned
County of Los Angeles, et al. v. Browning-Ferris Industries,
------------------------------------------------------------
Inc., et al., Case No. 93-1807-WMS filed in the Los Angeles
------------
County Superior Court. The complaint sought indemnification on
behalf of the County of Los Angeles for alleged damages
resulting from hauling waste from county garbage districts to
the Operating Industries Landfill. The settlement was within
the range previously accrued. The settlement includes a
release by the EPA with regard to the Operating Industries
site.
In addition to the above-described litigation, there
are a number of claims and suits pending against the Company
for alleged damages to persons and property, alleged violation
of certain laws and for alleged liabilities arising out of
matters occurring during the normal operation of the waste
services business. In the opinion of management of the
Company, the uninsured liability, if any, under these claims
and suits would not materially affect the financial position of
the Company.
SIGNIFICANT BONDING REQUIREMENTS. The Company is
required, in most instances, to post bid and/or performance
bonds in connection with contracts or projects primarily with
government entities and to provide other financial assurances
covering the closure, post-closure monitoring and corrective
activities for certain waste management facilities. A
significant portion of the Company's revenues is derived from
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Page 11 of 27 <PAGE>
contracts or projects which require the Company to post bid
and/or performance bonds. There can be no assurance that
bonding coverage will be available in the future or that the
Company will be able to obtain bonds in the amounts required or
have the ability to increase its required bonding capacity.
Any inability by the Company to obtain bonding coverage could
materially adversely affect the Company's operations.
POTENTIAL LIABILITY AND INSURANCE. The waste
management industry involves potentially significant risks of
statutory, contractual and common law liability. The Company
carries a broad range of insurance coverage, which the Company
considers sufficient to meet regulatory and customer require-
ments and to protect the Company's assets and operations. The
Company attempts to operate in a professional and prudent
manner and to reduce its liability risks through specific risk
management efforts. Nevertheless, a partially or completely
uninsured claim against the Company, if successful and of
sufficient magnitude, could have a material adverse effect on
the Company.
The Company believes that its insurance coverage is
adequate to cover potential claims for the relatively limited
amounts of hazardous waste it believes it handles. There can
be no assurance, however, that the Company will not incur
liability with respect to the hazardous waste it handles.
The Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"),
imposes strict, joint and several liability on the present and
former owners and operators of facilities which release
hazardous substances into the environment. Similar liability
is imposed upon the generators and transporters of waste which
contains hazardous substances. All such persons may be liable
for waste site investigation, waste site cleanup costs and
natural resource damages, which costs could be substantial,
regardless of whether they exercised due care and complied with
all relevant laws and regulations. There can be no assurance
that the Company will not face claims under CERCLA resulting in
substantial liability for which the Company is uninsured, which
could have a material adverse effect on the Company.
USE OF PROCEEDS
The Company will not receive any proceeds from the
sale of Common Stock offered by the Selling Stockholders.
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Page 12 of 27 <PAGE>
SELLING STOCKHOLDERS
All of the Shares offered hereby were acquired by the
Selling Stockholders from the Company in December 1993 as
remuneration for a stock price guarantee related to an
acquisition which occurred in fiscal 1991. Anthony Lisenko was
a Vice President of the Company until February 1994. William
Mohoff was a Manager of a division of the Company until
February 1994. Except for the foregoing, the Selling
Stockholders have not held any other office or position or had
any other material relationship with the Company during the
past three years.
The following table sets forth certain information
with respect to certain Selling Stockholders who have advised
the Company that they intend to sell all or a portion of their
Shares from time to time following the effectiveness of the
Registration Statement of which this Prospectus forms a part.
See "Plan of Distribution."
Beneficial
Ownership
After Offering
---------------
Number of
Numbers of Shares Shares Number
Name and Address of Beneficially Owned Being of
Selling Stockholders Prior to Offering Offered Shares Percent
-------------------- ------------------ -------- ------ -------
Anthony Lisenko 185,000 80,000 105,000 <F*>
c/o Sunset Wastepaper
P.O. Box 488
Visalia, California
93279
William J. Mohoff 180,000 80,000 100,000 <F*>
c/o Sunset Wastepaper
P.O. Box 488
Visalia, California
93279
Daniel J. Mohoff 135,600 80,000 55,600 <F*>
c/o Sunset Wastepaper
P.O. Box 488
Visalia, California
93279
[FN]
<F*> Less than 1%
-11-
Page 13 of 27 <PAGE>
PLAN OF DISTRIBUTION
The Company has been advised that the Selling
Stockholders may sell Shares from time to time in transactions
on The New York Stock Exchange or in privately-negotiated
transactions, or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The
Selling Stockholders may effect transactions hereunder by
selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling
Stockholders or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they may sell as
principal, or both.
The Selling Stockholders and any broker-dealers who
act in connection with the sale of Shares hereunder may be
deemed to be "underwriters" as that term is defined in the Act,
and any commissions received by them and profit on any resale
of the Shares as principal might be deemed to be underwriting
discounts and commissions under the Act.
CERTAIN TRANSACTIONS
The Company leases certain real property from the
Company's President pursuant to a lease which is due to expire
in fiscal 1995. The Company believes that this transaction has
been on commercially reasonable terms.
MATERIAL DEVELOPMENTS
The Company was a participant in an offering (the
"Bond Offering") of tax-exempt California Pollution Control
Financing Authority Variable Rate Demand Solid Waste Disposal
Revenue Bonds (Western Waste Industries Project) Series 1994A
in the aggregate principal amount of $24 million (the "Bonds").
The Bond Offering closed on November 15, 1994. The Bonds were
issued by the California Pollution Control Financing Authority
(the "Authority") and secured by an irrevocable, direct-pay
letter of credit provided by The Bank of California, N.A. (the
"Bank") on behalf of the Company. Pursuant to a loan agreement
between the Authority and the Company and a reimbursement
agreement between the Bank and the Company, the Authority loaned
the proceeds of the Bond Offering to the Company and the Company
is obligated to repay the amount of the loan plus interest by
reimbursing the Bank for drawings under the letter of credit
used to make payments on the Bonds. The proceeds of the Bond
-12-
Page 14 of 27 <PAGE>
Offering are being used by the Company in connection with
various waste collection and disposal projects.
LEGAL MATTERS
The validity of the Shares offered hereby will be
passed upon for the Company by Sheppard, Mullin, Richter &
Hampton, Los Angeles, California.
EXPERTS
The consolidated financial statements of Western
Waste Industries appearing in Western Waste Industries' Annual
Report (Form 10-K) for the year ended June 30, 1994, have been
audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in
accounting and auditing.
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Page 15 of 27 <PAGE>
No dealer, salesperson or other person
has been authorized to give any
information or to make any representa-
tions other than those contained in
this Prospectus in connection with the WESTERN WASTE
offer made by this Prospectus and, if INDUSTRIES
given or made, such information or
representations must not be relied
upon as having been authorized by the
Company. Neither the delivery of this
Prospectus nor any sale made hereunder
shall under any circumstances create 240,000 Shares of
any implication that there has been no Common
change in the affairs of the Company Stock
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 solicitation.
--------------------
Table of Contents
Page
----
Available Information . . . . . . 3
Information Incorporated By
Reference . . . . . . . . . . . . 3
Prospectus Summary . . . . . . . 4
Risk Factors . . . . . . . . . . 7 Prospectus
Use Of Proceeds . . . . . . . . . 10 November __, 1994
Selling Stockholders . . . . . . 11
Plan Of Distribution . . . . . . 12
Certain Transactions . . . . . . 12
Material Developments . . . . . . 12
Legal Matters . . . . . . . . . . 13
Experts . . . . . . . . . . . . . 13
Page 16 of 27 <PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
The following table sets forth the various expenses
in connection with the sale and distribution of the securities
being registered, other than underwriting discounts and
commissions. All of the amounts shown are estimates, except
the Securities and Exchange Commission registration fee.
Securities and Exchange Commission
registration fee $1,438
Accounting fees and expenses $4,000
Legal fees and expenses $7,500
Miscellaneous expenses $ 500
Total $13,438
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
Pursuant to provisions of the California General
Corporation Law, the Company's Restated Articles of
Incorporation include a provision that eliminates the personal
liability of its directors to the Company and its shareholders
for monetary damages to the fullest extent permissible under
California law. This limitation has no effect on a director's
liability (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of the law,
(ii) for acts or omissions that a director believes to be
contrary to the best interests of the Company or its share-
holders or that involve the absence of good faith on the part
of the director, (iii) for any transaction from which a
director derived an improper personal benefit, (iv) for acts or
omissions that show a reckless disregard for the director's
duty to the Company or its shareholders in circumstances in
which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of
a serious injury to the Company or its shareholders, (v) for
acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the directors duty
to the Company or its shareholders (vi) under Section 310 of
the California General Corporation Law (concerning contracts or
transactions between the corporation and a director) or
(vii) under Section 316 of the California General Corporation
Law (directors' liability for improper dividends, loans and
guarantees). The provision does not eliminate liability of a
director for any act or omission which occurred prior to August 8,
1988, the effective date of the Company's Restated Articles of
Incorporation including such provision, and it does not eliminate
or limit the liability of an officer for any act or omission as an
II-1
Page 17 of 27 <PAGE>
officer, notwithstanding that the officer is also a director or
that his or her actions, if negligent or improper, have been
ratified by the Board of Directors. Further, the provision has
no effect on claims arising under federal or state securities laws
and does not affect the availability of injunctions and other
equitable remedies available to the Company's shareholders for
any violation of a director's fiduciary duty to the Company or
its shareholders. Although the validity and scope of the regis-
tration underlying the provision have not yet been interpreted
to any significant extent by the California courts, the provision
may relieve directors of monetary liability to the Company for
grossly negligent conduct, including conduct in situations
involving attempted takeovers of the Company.
The Company's Restated Articles of Incorporation also
include a section authorizing the Company to indemnify its
officers, directors and other agents through bylaw provisions,
agreements, vote of shareholders or disinterested directors or
otherwise, to the fullest extent permitted by law. The
Company's Bylaws permit the Company to indemnify its directors,
officers, employees and other agents to the fullest extent
permitted by law. The Company's Bylaws and Restated Articles
of Incorporation expressly authorize the use of indemnity
agreements. The Company's Bylaws and Articles of Incorporation
may require the Company, among other things, to indemnify such
directors, officers, employees and other agents for certain
liabilities that may arise by reason of service of directors,
officers, employees or agents (other than liabilities from
willful misconduct of a culpable nature), to advance expenses
to them as they are incurred, provided that they undertake to
repay the amount advanced if it is ultimately determined by a
court that they are not entitled to indemnification and to
obtain directors' and officers' insurance. The Company has
entered into indemnification agreements with all of the
directors and executive officers whereby the Company will
indemnify each such person (an "Indemnitee") against certain
claims arising out of certain past, present or future acts,
omissions or breaches of duty committed by an Indemnitee while
serving in his or her employment capacity. Such indemnification
does not apply to acts or omissions which are knowingly
fraudulent, deliberately dishonest or arise from willful
misconduct. Indemnification will only be provided to the
extent that the Indemnitee has not already received payments
in respect of such claim from the Company or from an insurance
company.
Section 317 of the California General Corporation Law
makes provision for the indemnification of officers, directors
and other corporate agents in terms sufficiently broad to
indemnify such persons, under certain circumstances, for
liabilities (including reimbursement of expenses incurred)
arising under the Securities Act of 1933.
II-2
Page 18 of 27 <PAGE>
ITEM 16. EXHIBITS
Exhibit No. Description of Exhibit
---------- ----------------------
5.1 Opinion of Sheppard, Mullin, Richter & Hampton
23.1 Consent of Ernst & Young LLP
23.2 Consent of Sheppard, Mullin, Richter & Hampton
(included in Exhibit 5.1)
II-3
Page 19 of 27 <PAGE>
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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
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 the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is
on Form S-3, or Form S-8, and the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, 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.
II-4
Page 20 of 27 <PAGE>
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, 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 of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
provisions described in Item 15 hereof, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the 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 against the Registrant 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 Act and will be governed by the final
adjudication of such issue.
II-5
Page 21 of 27 <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, 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 registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Torrance, State of California, on
November 23, 1994.
WESTERN WASTE INDUSTRIES
By: __________________________________
Kosti Shirvanian
Chairman of the Board and
President
S-1
Page 22 of 27 <PAGE>
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
__________________ Chairman of the November 23, 1994
Kosti Shirvanian Board of Directors
and President
(Principal
Executive Officer)
__________________ Chief Operating November 23, 1994
Ramsey G. DiLibero Officer and
Director
__________________ Executive Vice November 23, 1994
Lawrence F. President, Finance
McQuaide (Principal
Financial and
Accounting
Officer)
__________________ Executive Vice November 23, 1994
Savey Tufenkian President,
Secretary-
Treasurer and
Director
__________________ Director November 23, 1994
John W. Simmons
__________________ Director November 23, 1994
Harry S.
Derbyshire
__________________ Director November 23, 1994
Dr. A.N. Mosich
S-2
Page 23 of 27 <PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
------- ----------- ----
5.1 Opinion of Sheppard, Mullin,
Richter & Hampton 25
23.1 Consent of Ernst & Young LLP 27
Page 24 of 27 <PAGE>
SHEPPARD, MULLIN, RICHTER & HAMPTON
ATTORNEYS AT LAW
FORTY-EIGHTH FLOOR
333 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071-1448
TELEPHONE: (213) 620-1780
--------
FACSIMILE (213) 620-1398
CABLE SHEPLAW
TELEX 19-4424
--------
EXHIBIT 5.1
November 23, 1994
Our File Number
LFE-51322
Western Waste Industries
21061 South Western Avenue
Torrance, California 90501
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Western Waste Industries, a
California corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, of 240,000
shares of the Company's Common Stock, no par value (the "Shares"),
held by certain shareholders of the Company on a Registration
Statement on Form S-3 (as amended, the "Registration Statement").
As your counsel, we have examined such documents as we have
considered necessary for purposes of this opinion, including without
limitation the Restated Articles of Incorporation and By-Laws of the
Company and resolutions adopted by the Board of Directors of the
Company. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity to authentic originals of all documents
submitted to us as certified copies or photocopies. In rendering the
opinions expressed below, we have relied on factual representations by
Company officials and statements of fact contained in the documents we
have examined.
Page 25 of 27 <PAGE>
Western Waste Industries
November 23, 1994
Page 2
On the basis of the foregoing and having regard for legal
considerations we deem relevant, we are of the opinion that the
Shares, when sold in the manner described in the Registration
Statement, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name
wherever appearing in the Registration Statement, including the
prospectus constituting a part thereof, and any amendment thereto,
which has been approved by us.
Very truly yours,
SHEPPARD, MULLIN, RICHTER & HAMPTON
Page 26 of 27 <PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Amendment No. 1 to
Form S-3, No. 33-56295) and related Prospectus of Western Waste
Industries for the registration of 240,000 shares of its common
stock and to the incorporation by reference therein of our
report dated August 26, 1994, with respect to the consolidated
financial statements and schedules of Western Waste Industries
included in its Annual Report (Form 10-K) for the year ended
June 30, 1994, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Long Beach, California
November 23, 1994
Page 27 of 27 <PAGE>
