<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALLWASTE, INC.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 74-2427167
-------------------------------------------------------------------------
(State of incorporation (IRS Employer
or organization) Identification No.)
5151 San Felipe
Suite 1600
Houston, Texas 77056-3609
- ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of each class to be registered: Name of each exchange on which
each class is to be registered:
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
- ------------------------------- -----------------------------
Securities to be Registered Pursuant to Section 12(g) of the Act: None
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This amendment to the Allwaste, Inc. Registration Statement on Form 8-A (the
"Registration Statement") is being filed to amend the description of the
Registrant's securities set forth in the Registration Statement in the manner
set forth in the following Exhibit 1.2, which exhibit is hereby incorporated by
reference herein in its entirety. Except as amended hereby to amend the
description of the Registrant's securities as described herein and to file the
amended Stockholder Rights Agreement, the Registration Statement is hereby
affirmed.
ITEM 2. EXHIBITS.
1.2 First Amendment to Stockholder Rights Agreement dated
effective as of March 5, 1997, by and between
Allwaste, Inc. and American Stock Transfer & Trust
Company, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned hereunto
duly authorized.
ALLWASTE, INC.
Date: April 22, 1997 By: /s/ William L. Fiedler
----------------------------------------
William L. Fiedler
Vice President, General Counsel,
Secretary and Corporate Compliance Officer
<PAGE> 1
EXHIBIT INDEX
1.2 First Amendment to Stockholder Rights Agreement dated
effective as of March 5, 1997, by and between
Allwaste, Inc. and American Stock Transfer & Trust
Company, as Rights Agent.
<PAGE> 2
EXHIBIT 1.2
FIRST AMENDMENT
TO
STOCKHOLDER RIGHTS AGREEMENT
This First Amendment to the Stockholder Rights Agreement dated
as of August 5, 1996 (the "Rights Agreement"), between Allwaste, Inc., a
Delaware corporation (the "Company"), and American Stock Transfer and Trust
Company, a New York corporation, as Rights Agent (the "Rights Agent"), is
entered into effective as of March 5, 1997.
R E C I T A L S:
WHEREAS, the Board of Directors has approved a form of
Agreement and Plan of Merger (the "Merger Agreement") dated March 5, 1997,
among the Company, Philip Environmental Inc. ("Philip"), Taro Aggregates Ltd.
and Philip/Atlas Merger Corp. ("Sub"); and
WHEREAS, pursuant to Section 3.01(s) of the Merger Agreement,
the Company is required to amend the Rights Agreement to accelerate the Final
Expiration Date so that each Right (as defined in the Rights Agreement) will
expire immediately prior to the Effective Time (as defined therein) of the
Merger (as defined therein); and
WHEREAS, the Board believes it advisable and in the best
interests of the Company to enter into the Merger Agreement and to amend the
Rights Agreement as follows:
A G R E E M E N T:
In consideration of the premises and the mutual agreements
herein set forth and in accordance with Section 26 of the Rights Agreement,
this First Amendment hereby amends the Rights Agreement as follows:
1. Section 7(a) of the Rights Agreement is hereby
amended by deleting the Section in its entirety and substituting the following
in replacement thereof:
(a) The registered holder of any Rights Certificate may
exercise the Rights evidenced thereby (except as
otherwise provided herein) in whole or in part at any
time after the Distribution Date upon surrender of
the Rights Certificate, with the form of election to
purchase and certification of status on the reverse
side thereof duly executed, to the Rights Agent at
the principal office of the Rights Agent in New York,
New York, together with payment of the Purchase Price
for each Preferred Share Fraction as to which the
Rights are exercised, at or prior to the earliest of
(i) the close of business on August
