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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
_________________________
USA WASTE SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 4953 73-1309529
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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5400 LBJ Freeway
Suite 300 - Tower One
Dallas, Texas 75240
(214) 383-7900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Gregory T. Sangalis
USA Waste Services, Inc.
5400 LBJ Freeway
Suite 300 - Tower One
Dallas, Texas 75240
(214) 383-7900
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
John T. Unger
Snell & Smith, P.C.
1000 Louisiana, Suite 3650
Houston, Texas 77002
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share price fee
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Common Stock, 6,000,000 shares $21.00(1) $126,000,000 $43,448.28
$.01 par value
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(1) Calculated in accordance with Rule 457(c) on the basis of the closing
price for Common Stock on the New York Stock Exchange on October 31,
1995.
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 SUCH SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
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Item
Number Form S-4 Caption Prospectus Caption
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1. Forepart of Registration Statement and Cover of Registration Statement, Outside
Outside Front Cover Page of Prospectus Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages Available Information; Incorporation of Certain
of Prospectus Information by Reference; Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed Cover Page; The Company; Risk Factors;
Charges and Other Information Summary Consolidated Financial Data; Incorporation
of Certain Information by Reference*
4. Terms of the Transaction *
5. Pro Forma Financial Information *
6. Material Contracts with the Company *
Being Acquired
7. Additional Information Required for Outstanding Securities Covered by this
Reoffering by Persons and Parties Prospectus; Manner of Offering by Selling
Deemed to be Underwriters Shareholders
8. Interests of Named Experts and Counsel Legal Matters; Experts
9. Disclosure of Commission Position on **
Indemnification for Securities Act Liabilities
10. Information with Respect to S-3 Registrants The Company; Incorporation of Certain
Information By Reference
11. Incorporation of Certain Information by Incorporation of Certain Information by
Reference Reference
12. Information with Respect to S-2 or S-3 **
13. Incorporation of Certain Information by **
Reference
14. Information with Respect to Registrants **
Other Than S-2 or S-3 Registrants
15. Information with Respect to S-3 Companies **
16. Information with Respect to S-2 or S-3 Companies **
17. Information with Respect to Companies *
Other Than S-2 or S-3 Companies
18. Information if Proxies, Consents or *
Authorizations are to be Solicited
19. Information if Proxies, Consents or *
Authorizations are not to be Solicited
in an Exchange Offer
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* Inapplicable (or partially inapplicable as indicted) upon filing of this
Registration Statement - may be included in subsequent post-effective
amendments under certain circumstances.
** Not applicable or answer is negative.
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* *
* Information contained herein is subject to completion or amendment. *
* A registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may *
* not be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any State. *
* *
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SUBJECT TO COMPLETION, NOVEMBER 3, 1995
PROSPECTUS
6,000,000 SHARES
USA WASTE SERVICES, INC.
COMMON STOCK
This Prospectus covers 6,000,000 shares (the "Shares") of the Common
Stock, $.01 par value ("Common Stock"), of USA Waste Services, Inc., a Delaware
corporation (the "Company") that may be offered and issued by the Company from
time to time in connection with the acquisition directly or indirectly by the
Company of other businesses or properties or interests therein, and which may
be reserved for issuance pursuant to, or offered and issued upon exercise or
conversion of, warrants, options, convertible notes, or other similar
instruments issued by the Company from time to time in connection with any such
acquisitions.
It is expected that the specific terms of any acquisition involving the
issuance of securities covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the businesses or
properties or interests therein to be acquired by the Company, and that the
shares of Common Stock issued will be valued at prices reasonably related to
market prices current either at the time the terms of the acquisition are
agreed upon or at or about the time of delivery of shares. No underwriting
discounts or commissions will be paid, although finder's fees may be paid from
time to time with respect to specific acquisitions. Any person receiving any
such fees may be deemed to be an underwriter within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").
With the consent of the Company, this Prospectus may also be used by
persons who have received or will receive shares of Common Stock covered by
this Prospectus and who may wish to sell such shares under circumstances
requiring or making desirable its use. See "Outstanding Securities Covered by
this Prospectus" for information relating to resales pursuant to this
Prospectus of shares of Common Stock issued under this Registration Statement.
At September 30, 1995, the Company had 53,848,249 shares of Common Stock
outstanding. These shares are listed on the New York Stock Exchange, Inc.
("NYSE"). Application will be made to list the Shares offered hereby on the
NYSE to the extent that they have not been previously listed. On November 2,
1995, the closing price of the Common Stock on the NYSE was $21.375 per share as
published in The Wall Street Journal.
All expenses of this offering will be paid by the Company. The Company is
a Delaware corporation and all references herein to the "Company" or "USA
Waste," refer to the Company and its subsidiaries, affiliates and predecessors,
unless the context requires otherwise. The executive offices of the Company are
located at 5400 LBJ Freeway, Suite 300 - Tower One, Dallas, Texas 75240. The
telephone number is 214-383-7900.
SEE "RISK FACTORS" ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE 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 , 1995
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No dealer, salesman, or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offering contained herein, and, if given or
made, such information or representations must not be relied upon as having
been authorized by the Company or the Selling Shareholder. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
of the securities offered hereby to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any
sale hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof.
TABLE OF CONTENTS
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Available Information . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Outstanding Securities Covered by this Prospectus . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Summary Consolidated Financial Information . . . . . . . . . . . . . . 7
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . 9
Price Range of Common Stock and Dividends . . . . . . . . . . . . . . . 11
Manner of Offering by Selling Shareholders . . . . . . . . . . . . . . 11
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements, and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the regional offices of the Commission located in
New York, New York at 7 World Trade Center, Suite 1300, New York, New York
10048 and Chicago, Illinois at 500 West Madison, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.
The Company's Common Stock is traded on the NYSE and reports, proxy and
information statements, and other information concerning the Company may be
inspected at the offices of such Exchange at 20 Broad Street, New York, New
York 10005.
This Prospectus constitutes part of a Registration Statement on Form S-4
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act.
This Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement for
further information with respect to the Company and the Common Stock offered
hereby. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete, and in each instance
reference is made to the copy of such document as filed. Each such statement
is qualified in its entirety by such reference. The Registration Statement,
including exhibits and schedules thereto, may be inspected without charge at
the offices of the Commission, and copies of such materials may be obtained
therefrom at prescribed rates.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS WILL BE AVAILABLE UPON REQUEST
FROM CORPORATE SECRETARY, USA WASTE SERVICES, INC., 5400 LBJ FREEWAY, SUITE 300
- - TOWER ONE, DALLAS, TEXAS 75240, TELEPHONE NUMBER 214-383-7900. IN ORDER TO
ENSURE TIMELY DELIVER OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY A DATE
THAT IS AT LEAST FIVE DAYS PRIOR TO THE DATE ON WHICH THE FINAL INVESTMENT
DECISION MUST BE MADE.
The following documents filed by the Company with the Commission under the
Exchange Act are incorporated by reference in this Prospectus: (1) Annual
Report on Form 10-K for the fiscal year ended December 31, 1994, as amended by
Form 10-K/A (Amendment No. 1) dated April 25, 1995, (2) Current Report on Form
8-K dated February 28, 1994, as filed by Envirofil, Inc., a Delaware
corporation and wholly owned subsidiary of the Company ("Envirofil") and as
amended by Form 8-K/A dated May 11, 1994, including the combined financial
statements of the Acquired New Jersey Solid Waste Companies as of December 31,
1992 and 1993 and for each of the three years in the period ended December 31,
1993, (3) Quarterly Reports on Form 10-Q, as amended, for the quarters ended
March 31, 1995 and June 30, 1995, (4) Joint Proxy Statement and Prospectus for
its 1995 Annual Meeting of Shareholders dated May 19, 1995, (5) Current Report
on Form 8-K dated June 30, 1995, and (6) the description of Common Stock of the
Company contained in the Company's Registration Statement on Form 8-B dated
July 13, 1995.
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 filing of the Company's
Annual Report on Form 10-K referred to above and prior to the termination of
the offering described herein shall be deemed to be incorporated by reference
and to be a part of this Prospectus from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for all purposes to the extent
that a statement contained in this Prospectus, or in any other subsequently
filed document that is also incorporated by reference, modifies or replaces
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 will provide without charge to each person to whom this
Prospectus is delivered, on written or oral request of such person, a copy
(without exhibits) of any and all information incorporated by reference in this
Prospectus. Requests for such copies should be directed to Corporate
Secretary, USA Waste Services, Inc., (i) if by telephone to (214) 383-7900 and
(ii) if by mail to 5400 LBJ Freeway, Suite 300 - Tower One, Dallas, Texas
75240.
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus, as appropriately amended or supplemented, may, with the
prior consent of the Company, be used from time to time by persons who have
received Shares covered by the Registration Statement in acquisitions of
businesses or properties or interests therein by the Company, or their
transferees, and who wish to offer and sell such Shares (such persons are
herein referred to as the "Selling Shareholders" or a "Selling Shareholder") in
transactions in which they and any broker dealer through whom such Shares are
sold may be deemed to be underwriters within the meaning of the Securities Act,
as more fully described herein. The Company may consent to the use of this
Prospectus for a limited period of time by the Selling Shareholders, subject to
limitations and conditions that may be varied by agreement between the Company
and the Selling Shareholders. Resales of such shares may be made on the NYSE,
in the over-the- counter market, in private transactions, or pursuant to
underwriting agreements. See "Manner of Offering by Selling Shareholders."
The Company will receive none of the proceeds from any such sales. Any
commissions paid or concessions allowed to any broker-dealer, and, if any
broker-dealer purchases such Shares as principal, any profits received on the
resale of such Shares, may be deemed to be underwriting discounts and
commissions under the Securities Act.
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Printing, certain legal, filing and other similar expenses of this offering
will be paid by the Company. Selling Shareholders will bear all other expenses
of this offering, including brokerage fees, any underwriting discounts or
commissions.
There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of any of the Shares by Selling
Shareholders. See "Manner of Offering by Selling Shareholders."
THE COMPANY
USA Waste is the fourth largest integrated solid waste management company
in North America and serves municipal, commercial, industrial and residential
customers in 21 states. The Company's solid waste management services include
collection, transfer and disposal operations and, to a lesser extent, recycling
and certain other waste management services. USA Waste owns or operates 29
landfills, 21 transfer stations and 42 collection operations and serves more
than 450,000 customers.
Approximately 54% of the Company's revenues for the six months ended June
30, 1995 was attributable to collection operations, approximately 30% was
attributable to landfill operations and approximately 9% was from transfer
operations. Of the collection revenues, approximately 44%, 24% and 32% were
from commercial, residential and industrial customers, respectively. The
Company focuses primarily on residential, commercial and permanent roll-off
customers because such customers tend to provide more predictable waste stream
volumes. The Company's average landfill volume for the three months ended June
30, 1995 was approximately 23,500 tons per day.
The Company intends to capitalize on the consolidation in the solid waste
management industry. Key elements of the Company's strategy include (i)
increasing productivity and operating efficiencies in existing and acquired
operations, (ii) increasing revenues and enhancing profitability through
tuck-in acquisitions and (iii) expanding into new markets through acquisitions.
The Company seeks to become the low cost operator in each of its markets by
increasing productivity and operating efficiencies through implementation of
uniform administrative systems, consolidation of collection routes, improvement
of equipment utilization, and increases in employee productivity through
incentive compensation and training programs. The Company regularly pursues
opportunities to expand its services through the acquisition of additional
solid waste management businesses and operations that can be effectively
integrated with the Company's existing operations, and pursues acquisitions in
new markets where the Company believes it can strengthen its overall
competitive position as a national provider of integrated solid waste
management services.
RECENT DEVELOPMENTS
The Company materially expanded its operations and markets with its
acquisition of Chambers Development Company, Inc. ("Chambers") on June 30, 1995
(the "Chambers Merger"). With the addition of the Chambers operations, which
include significant landfill capacity as well as collection and transfer
station operations, the Company established its presence in the Mid-Atlantic
and southeastern regions of the United States. Since the Chambers Merger, the
Company has continued to expand its operations and revenue base through a
series of smaller acquisitions that complemented and expanded the Company's
operations. The Company has completed nine acquisitions since the Chambers
Merger resulting in the addition of four landfills, eight collection operations
and eight transfer stations. The Company issued an aggregate of 2,453,000
shares of its Common Stock and paid an aggregate of $11.4 million in cash in
connection with these transactions. The acquired operations are based in
Arkansas, Georgia, Missouri, Pennsylvania, Texas and Virginia.
In August 1995, the Company entered into an agreement with the Town of
North Hempstead Solid Waste Management Authority in North Hempstead, New York
for the management of its solid waste disposal, transfer, transport and
recycling operations. The contract has a 15-year term unless terminated
earlier in accordance with the agreement (such as in the case of an event of
default) and is expected to provide the Company annual revenues
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<PAGE> 7
of approximately $9 million.
On October 6, 1995, the Company completed a pubic offering (the "1995
Offering") of 6,345,625 shares of Common Stock at a price of $19.625 per share.
The Company realized proceeds of $118,398,183 before deducting expenses payable
by the Company, estimated at $550,000. The Company applied approximately
$29,462,500 of the net proceeds to repayment of the term loan under its bank
credit facility. The balance of the net proceeds was used to reduce amounts
outstanding under the revolving credit portion of the Company's credit
facility. Such amounts may be redrawn by the Company as its needs dictate for
use in the expansion of its business, including acquisitions and for general
corporate purposes.
The Company currently has outstanding approximately $42 million in
principal amount of 8-1/2% Convertible Subordinated Debentures due October 15,
2002 (the "Convertible Debentures") which are convertible into Common Stock at
$13.25 per share. On November 1, 1995, the Company called the Convertible
Debentures for redemption on December 11, 1995. Convertible Debentures may be
converted into Common Stock until December 1, 1995.
RISK FACTORS
In addition to the other information set forth in this Prospectus, the
following factors should be considered by prospective investors when evaluating
an investment in the Common Stock of the Company.
ABILITY TO MANAGE AND MAINTAIN GROWTH
The Company has experienced rapid growth, primarily through acquisitions.
The Company's financial results and prospects depend in large part on its
ability to successfully manage and improve the operating efficiencies and
productivity of these acquired operations. In particular, there can be no
assurance that the Company will able to successfully integrate the operations
of Chambers, the Company's largest acquisition to date. Moreover, the ability
of the Company to continue to grow will depend on a number of factors,
including competition from other waste management companies, availability of
attractive acquisition opportunities, availability of working capital, ability
to maintain margins and the management of costs in a changing regulatory
environment. The Company is continually seeking acquisition opportunities and
believes that there exists a substantial number of potentially attractive
consolidation opportunities in the solid waste management industry. The
Company may pursue significant acquisitions if they can be achieved on
acceptable terms. There can be no assurance that the Company will be able to
continue to expand and successfully integrate operations.
HIGH DEGREE OF LEVERAGE; NEED FOR CAPITAL
The long-term debt of the Company, including current maturities, as of
October 31, 1995, was approximately $400 million. Although the conversion of
all of the Convertible Debentures will eliminate a portion of such
indebtedness, the Company will continue to maintain significant amounts of debt
and expects to require additional capital from time to time to pursue its
acquisition strategy and to fund internal growth. A portion of the Company's
future capital requirements may be provided through future debt incurrences or
issuances of equity securities. Future events or conditions that could
adversely affect the Company's operations or financial condition may prevent
the Company from fulfilling its obligations under its debt agreements or may
limit the Company's ability to incur additional indebtedness or issue equity
securities.
PROFITABILITY MAY BE AFFECTED BY COMPETITION
The waste management industry is highly competitive and requires
substantial capital resources. The industry consists of a few large national
waste management companies as well as numerous local and regional companies of
varying sizes and financial resources. The largest national waste management
companies have significantly greater financial resources than the Company.
Competition may also be affected by the increasing national emphasis on
recycling, composting, incineration, and other waste reduction programs that
could reduce the volume of solid waste collected or deposited in landfills.
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POTENTIAL ADVERSE EFFECT OF GOVERNMENT REGULATIONS
The Company's operations are subject to, and substantially affected by,
extensive federal, state and local laws, regulations, orders and permits, which
govern environmental protection, health and safety, zoning and other matters.
These regulations may impose restrictions on the Company's operations that
could adversely affect the Company's results, such as limitations on the
expansion of disposal facilities, limitations on or banning disposal of
out-of-state waste or certain categories of waste, or mandates regarding the
disposal of solid waste. Because of heightened public concern, companies in
the waste management business, including the Company, may become subject to
judicial and administrative proceedings involving federal, state or local
agencies. These governmental agencies may seek to impose fines on the Company
or to revoke or deny renewal of the Company's operating permits or licenses for
violations of environmental laws or regulations or to require the Company to
remediate environmental problems at its sites or nearby properties, or
resulting from its or its predecessors' transportation and collection
operations, all of which could have a material adverse effect on the Company.
The Company may also be subject to actions brought by individuals or community
groups in connection with the permitting or licensing of its operations, any
alleged violations of such permits and licenses, or other matters.
POTENTIAL ENVIRONMENTAL LIABILITY
The Company is subject to liability for environmental damage its
landfills, transfer stations and collection operations have caused or may cause
nearby landowners, particularly as a result of the contamination of drinking
water sources or soil, including damage resulting from conditions existing
prior to the acquisition of such assets or operations by the Company. The
Company may also be subject to liability for any off-site environmental
contamination caused by pollutants or hazardous substances the transportation,
treatment or disposal of which was arranged for by the Company or the
predecessor owner of operations or assets acquired by the Company. Any
substantial liability for environmental damage could materially adversely
affect the Company's operating results and financial condition.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock of the Company that may
be offered and issued by the Company from time to time in connection with the
acquisition of other businesses and properties and interests therein, and upon
exercise or conversion of, warrants, options, convertible debentures, or other
similar instruments issued by the Company from time to time in connection with
any such acquisition. Other than the businesses or properties acquired, there
usually will be no proceeds to the Company from these offerings. However, in
situations where the Company issues warrants or options to purchase Common
Stock in connection with an acquisition, any proceeds received by the Company
upon the exercise of such warrants or options will be used for general
corporate purposes. When this Prospectus is used by a Selling Shareholder in a
public reoffering or resale of Common Stock acquired pursuant to this
Prospectus, the Company will not receive any proceeds from such sale by the
Selling Shareholder.
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SUMMARY CONSOLIDATED FINANCIAL DATA
The following summary consolidated financial data of the Company for each
of the three years in the period ended December 31, 1994, have been derived
from the audited consolidated financial statements of the Company and for the
three-month and six-month periods ended June 30, 1994 and 1995, have been
derived from the unaudited consolidated financial statements of the Company.
The summary consolidated financial data should be read in conjunction with the
separate consolidated financial statements and the related notes thereto of the
Company and Management's Discussion and Analysis of Financial Condition and
Results of Operations incorporated by reference herein. See "Incorporation of
Certain Information by Reference."
The data set forth below include the accounts of all companies acquired
through June 30, 1995. Companies acquired in transactions accounted for as
poolings of interests have been combined as though these companies had always
been members of the same operating group. Accordingly, such data have been
restated throughout all relevant periods reported. The accounts of businesses
acquired in transactions accounted for as purchases are included from their
respective dates of acquisition.
The unaudited data for the three months and six months ended June 30, 1994
and 1995, include, in the opinion of the Company's management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the information for such periods. The results of operations of the interim
periods are not necessarily indicative of the results that may be expected for
the full year.
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FOR THE THREE FOR THE SIX
MONTHS ENDED MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30, JUNE 30,
------------------------------- -------------- --------------
1992 1993 1994 1994 1995 1994 1995
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(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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STATEMENT OF OPERATIONS DATA:
Operating revenues $351,359 $382,234 $434,224 $113,514 $111,229 $211,485 $212,471
Costs and expenses:
Operating 208,928 217,345 257,370 66,754 63,597 124,987 121,877
General and administrative 75,426 66,968 71,500 18,491 16,941 34,626 33,831
Nonrecurring charges 51,047 2,672 8,863 -- 4,040 -- 4,733
Merger costs -- -- 3,782(1) 3,782(1) 25,073(2) 3,782(1) 25,073(2)
Depreciation and amortization 44,139 52,222 56,139 14,795 14,222 28,455 27,201
379,540 339,207 397,654 103,822 123,873 191,850 212,715
Income (loss) from operations (28,181) 43,027 36,570 9,692 (12,644)(3) 19,635 (244)(3)
Other income (expense):
Stockholder settlement and other
litigation related costs (10,853) (5,500) (79,400) -- -- -- --
Interest expense:
Early redemption premiums,
fees and nonrecurring
interest -- -- (1,254) -- (7,481) -- (10,994)
Other (35,840) (35,975) (32,084) (8,368) (7,890) (16,507) (16,103)
Interest income 5,435 3,539 2,641 820 751 1,397 1,483
Other, net 1,699 1,915 1,877 381 254 541 1,367
Total other income
(expense) (39,559) (36,021) (108,940) (7,167) (14,366) (14,569) (24,247)
Income (loss) before income taxes (67,740) 7,066 (72,370) 2,525 (27,010) 5,066 (24,491)
Income tax provision (4) 479 6,018 3,908 729 829 2,148 3,166
Income (loss) from continuing
operations (68,219) 988 (76,278) 1,796 (27,839) 2,918 (27,657)
(Loss) from discontinued operations (1,407) -- -- -- -- -- --
Gain on discontinued operations,
net of income taxes 1,836 -- -- -- -- -- --
Extraordinary income from forgive-
ness of debt, net of income taxes 10,066 -- -- -- -- -- --
Net income (loss) (57,724) 988 (76,278) 1,796 (27,839)(5) 2,918 (27,657)(5)
Preferred dividends 152 582 565 185 -- 565 --
Income (loss) available to
common shareholders $ (57,876) $ 406 $ (76,843) $ 1,611 $ (27,839) $ 2,353 $ (27,657)
Income (loss) from continuing
operations per share $ (1.60) $ 0.01 $ (1.55) $ 0.03 $ (0.54) $ 0.05 $ (0.54)
Income (loss) per common share $ (1.36) $ 0.01 $ (1.55) $ 0.03 $ (0.54) $ 0.05 $ (0.54)
Weighted average number of common
and common equivalent shares 42,707 45,885 49,671 49,199 51,704 48,880 51,409
</TABLE>
-7-
<PAGE> 10
<TABLE>
<CAPTION>
AS OF JUNE 30, 1995
--------------------
ACTUAL AS ADJUSTED(6)
------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . $ 41,710 $ 42,608
Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,404 7,385
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 813,708 814,606
Long-term debt, excluding
current maturities . . . . . . . . . . . . . . . . . . . . . . . . . . 444,270 329,507
Stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . 137,709 305,450
- -----------
</TABLE>
(1) Reflects nonrecurring costs related to the merger of the Company and
Envirofil, Inc. on May 27, 1994.
(2) Reflects nonrecurring costs related to the Chambers Merger, consisting of
transaction costs ($11.9 million), severance and other termination
benefits ($9.5 million), and nonrecurring costs relating to the
integration of the operations of the combined companies ($3.7 million).
(3) Income (loss) from operations excluding unusual items and merger costs
was $16.5 million and $29.6 million for the three and six months ended
June 30, 1995, respectively.
(4) The Company may utilize Chambers' net operating loss carryforwards to
offset future income for federal income tax purposes. As a result of an
issuance of Common Stock in connection with one of the acquisitions in
August 1995, an "ownership change" within the meaning of Section 382 of
the Internal Revenue Code of 1986, as amended, occurred, which will limit
the Company's potential utilization of Chambers' net operating loss carry
forwards to a maximum of approximately $32 million on an annual basis.
In connection with the settlement relating to certain stockholder
litigation of Chambers, the Company made a settlement payment of $75.6
million for the benefit of certain Chambers stockholders. The portion of
such payment that is not characterized as a return of capital to such
stockholders may be available as a deduction to the Company to offset
taxable income.
(5) Net income (loss) before unusual items, merger costs and early redemption
premiums, fees and nonrecurring interest was $7.7 million and $11.6
million for the three and six months ended June 30, 1995, respectively.
(6) Adjusted to reflect (i) additional borrowings by the Company subsequent
to June 30, 1995, of $50.0 million under the Company's bank credit
facility, (ii) the sale of approximately 6.3 million shares of Common
Stock in the 1995 Offering, the net proceeds from which in the amount of
approximately $117.9 million, were used to repay indebtedness outstanding
under the credit facility, (iii) the receipt of approximately $1.3
million by the Company in connection with the issuance of 137,500 shares
of Common Stock upon the exercise of stock purchase warrants, and (iv)
the effect of retirement of the Convertible Debentures, assuming all
Convertible Debentures are converted to Common Stock.
-8-
<PAGE> 11
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 150,000,000 shares of Common Stock, par
value $0.01 per share, of which 53,848,249 shares were outstanding at September
30, 1995. The Company is also authorized to issue 10,000,000 shares of
Preferred Stock, $.01 par value (the ``Preferred Stock''), none of which are
outstanding. On November 1, 1995, the Company called for redemption of the
Convertible Debentures on December 11, 1995. On September 30, 1995, the
outstanding principal amount of the Convertible Debentures was $48,030,000. The
Convertible Debentures are convertible into Common Stock at $13.25 per share.
If all of the Convertible Debentures are converted into Common Stock, the
Company will issue approximately 3,624,905 additional shares.
COMMON STOCK
Each holder of Common Stock is entitled to one vote per share held of
record on each matter submitted to shareholders. Cumulative voting for the
election of directors is not permitted, and the holders of a majority of shares
voting for the election of directors can elect all members of the Board of
Directors.
Subject to the rights of any holders of Preferred Stock, holders of record
of shares of Common Stock are entitled to receive ratably dividends when and if
declared by the Board of Directors out of funds of the Company legally
available therefor. In the event of a voluntary or involuntary winding up or
dissolution, liquidation, or partial liquidation of the Company, holders of
Common Stock are entitled to participate ratably in any distribution of the
assets of the Company, subject to any prior rights of holders of any
outstanding Preferred Stock.
Holders of Common Stock have no conversion, redemption, or preemptive
rights. All outstanding shares of Common Stock are, and the Shares offered
hereby will be, upon issuance and sale, validly issued, fully paid, and
nonassessable.
PREFERRED STOCK
The Board of Directors is authorized, without further approval of the
shareholders, to issue the Preferred Stock in series and with respect to each
series, to fix its designations, relative rights (including voting, dividend,
conversion, sinking fund, and redemption rights), preferences (including with
respect to dividends and upon liquidation), privileges, and limitations. The
Board of Directors of the Company, without shareholder approval, may issue
Preferred Stock with voting and conversion rights, both of which could
adversely affect the voting power of the holders of Common Stock, and dividend
or liquidation preferences that would restrict Common Stock dividends or
adversely affect the assets available for distribution to holders of shares of
Common Stock upon the Company's dissolution.
AUTHORIZED BUT UNISSUED SHARES
Authorized but unissued shares of Common Stock or Preferred Stock can be
reserved for issuance by the Board of Directors from time to time without
further shareholder action for proper corporate purposes, including stock
dividends or stock splits, raising equity capital, and structuring future
corporate transactions, including acquisitions.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is The First
National Bank of Boston, Boston, Massachusetts.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Certificate of Incorporation of the Company provides that the
directors of the Company shall not be liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as a director to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL"). The
foregoing limitation does not eliminate or limit the liability of a director
for any breach of a director's duty of loyalty to the Company or its
shareholders, for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, for any transaction from
which the director derived an improper personal benefit, or for approval of the
unlawful payment of a dividend or an unlawful stock purchase or redemption. The
Certificate of Incorporation of
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<PAGE> 12
the Company also provides that the Company shall indemnify, and advance
litigation expenses to, its officers, directors, employees, and agents to the
fullest extent permitted by the DGCL and all other laws of the State of
Delaware.
The DGCL provides that the Company has the power to indemnify any person
who is sued or threatened to be made a named party in a proceeding, other than
an action by or in the right of the Company, because 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 actually and reasonably incurred by him in connection with
such proceeding. In order to be indemnified, the person must have (1) acted in
good faith; (2) acted in a manner he reasonably believed to be in or not
opposed to the best interests of the Company; and (3) with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The indemnification includes attorneys' fees, judgments, fines,
and amounts paid in settlement.
The DGCL also provides that the Company may indemnify any person who is
sued or threatened to be made a named party in a proceeding by or in the right
of the Company to procure a judgment in its favor because 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. In
order to be indemnified, the person must have conducted himself in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company. No indemnification may be made, however, with respect
to any claim, issue, or matter as to which such person shall have been judged
to be liable to the Company unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnification for
such expenses which the court shall deem proper.
Indemnification by the Company is subject to a determination that the
director, officer, employee, or agent has met the applicable standard of
conduct. The determination must be made (1) by a majority vote of a quorum of
the Board of Directors, consisting only of directors who were not parties to
such action, suit or proceeding; (2) if such a quorum cannot be obtained, or
even if obtainable, if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or (3) by the shareholders of
the Company.
The Company has entered into an Indemnification Agreement with each of its
directors and executive officers (the "Indemnitees") pursuant to which the
Company has agreed to indemnify and hold each of the Indemnitees harmless from
and against all expenses, including reasonable fees and expenses of counsel,
and all liabilities, including the amounts of any judgments, fines, penalties,
excise taxes, and amounts paid in settlement actually incurred by an Indemnitee
in connection with any threatened, pending or completed claim, action
(including any action by or in the right of the Company), suit, or proceeding
(whether formal or informal, or civil, criminal, administrative, legislative,
arbitrative, or investigative) in respect of which the Indemnitee is, was, or
at any time becomes, or is threatened to be made, a party, witness, subject, or
target, by reason of the fact that the Indemnitee is or was an authorized
representative of the Company; provided, however, no indemnity shall be paid on
account of the Indemnitee's conduct that is finally adjudged to constitute
willful misconduct or to have been knowingly fraudulent, deliberately
dishonest, or from which the Indemnitee derives an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or person controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
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<PAGE> 13
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is traded on the NYSE under the symbol "UW." Prior to
July 20, 1993, the Common Stock was traded in the over-the-counter market and
quoted on the NASDAQ National Market System ("Nasdaq/NMS"). The following table
sets forth the high and low per share closing prices for the Common Stock for
the calendar quarters indicated as reported on the NYSE for periods on and
after July 20, 1993, and the high and low sales prices for the Common Stock as
quoted on the Nasdaq/NMS for periods prior to July 20, 1993.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1993
First Quarter . . . . . . . . . . . . . . . $14.50 $13.25
Second Quarter . . . . . . . . . . . . . . 13.75 11.75
Third Quarter . . . . . . . . . . . . . . . 15.00 11.50
Fourth Quarter . . . . . . . . . . . . . . 12.50 9.75
1994
First Quarter . . . . . . . . . . . . . . . $15.00 $11.38
Second Quarter . . . . . . . . . . . . . . 13.38 10.58
Third Quarter . . . . . . . . . . . . . . 15.13 11.50
Fourth Quarter . . . . . . . . . . . . . . 15.13 11.00
1995
First Quarter . . . . . . . . . . . . . . . $12.25 $10.13
Second Quarter . . . . . . . . . . . . . . 16.00 11.50
Third Quarter . . . . . . . . . . . . . . 21.75 14.75
Fourth Quarter (through November 1, 1995) . 21.63 19.75
</TABLE>
According to the Company's transfer agent, on September 30, 1995, there
were 4,363 holders of record of the Company's Common Stock.
The Company has never paid cash dividends on its Common Stock. Envirofil
paid dividends on its preferred stock prior to its acquisition by the Company;
the holders of such preferred stock received Common Stock in such acquisition,
and no dividends have been paid by the Company. The Board of Directors of the
Company presently intends to retain any earnings in the foreseeable future for
the Company's business. In addition, payment of dividends on the Common Stock
is restricted by the terms of the Company's bank credit agreement.
MANNER OF OFFERING BY SELLING SHAREHOLDERS
This Prospectus, as appropriately amended or supplemented, may, with the
consent of the Company, be used from time to time by a Selling Shareholder, or
its transferees, to offer and sell the Shares in transactions in which the
Selling Shareholder and any broker-dealer through whom any of the Shares are
sold may be deemed to be underwriters within the meaning of the Securities Act.
The Company will receive none of the proceeds from any such sales. There
presently are no arrangements or understandings, formal or informal, pertaining
to the distribution of the Shares.
Agreements with Selling Shareholders permitting use of this Prospectus may
provide that any such offering be effected in an orderly manner through
securities dealers, acting as broker or dealer, selected by the Company; that
Selling Shareholders enter into custody agreements with one or more banks with
respect to such shares; and that sales be made only by one or more of the
methods described in this Prospectus, as appropriately supplemented or amended
when required.
The Company anticipates that resales of the Shares by a Selling
Shareholder may be effected from time to time on the open market in ordinary
brokerage transactions on the NYSE, or such other security exchange on which
the Common Stock may be listed, in the over-the-counter market, or in private
transactions (which may involve crosses and block transactions). The Shares
will be offered for sale at market prices prevailing at the time of sale or at
-11-
<PAGE> 14
negotiated prices and on terms to be determined when the agreement to sell is
made or at the time of sale, as the case may be. The Shares may be offered
directly, through agents designated from time to time, or through brokers or
dealers. A member firm of the NYSE may be engaged to act as the Selling
Shareholder's agent in the sale of the Shares by the Selling Shareholder and/or
may acquire Shares as principal. Broker-dealers participating in such
transactions as agent may receive commissions from the Selling Shareholder
(and, if they act as agent for the purchaser of such Shares, from such
purchaser), such commissions computed in appropriate cases in accordance with
the applicable rules of the NYSE, which commissions may be at negotiated rates
where permissible.
Participating broker-dealers may agree with the Selling Shareholder to
sell a specified number of shares at a stipulated price per share and, to the
extent such broker-dealer is unable to do so acting as agent for the Selling
Shareholder to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer's commitment to the Selling Shareholder. In addition
or alternatively, shares may be sold by the Selling Shareholder, and/or by or
through other broker-dealers in special offerings, exchange distributions, or
secondary distributions pursuant to and in compliance with the governing rules
of the NYSE, and in connection therewith commissions in excess of the customary
commission prescribed by the rules of the NYSE may be paid to participating
broker-dealers, or, in the case of certain secondary distributions, a discount
or concession from the offering price may be allowed to participating
broker-dealers in excess of such customary commission. Broker-dealers who
acquire shares as principal may thereafter resell such Shares from time to time
in transactions (which may involve cross and block transactions and which may
involve sales to and through other broker-dealers, including transactions of
the nature described in the preceding two sentences) on the NYSE or such other
security exchange on which the Common Stock may be listed, in negotiated
transactions, or otherwise, at market prices prevailing at the time of sale or
at negotiated prices, and in connection with such resales may pay to or receive
commissions from the purchasers of such shares.
Upon the Company's being notified by the Selling Shareholder that a
particular offer to sell the Shares is made, a material arrangement has been
entered into with a broker-dealer for the sale of shares through a block trade,
special offering, exchange distribution, or secondary distribution, or any
block trade has taken place, to the extent required, a supplement to this
Prospectus will be delivered together with this Prospectus and filed pursuant
to Rule 424(b) under the Securities Act setting forth with respect to such
offer or trade the terms of the offer or trade; including (i) the name of each
Selling Shareholder, (ii) the number of Shares involved, (iii) the price at
which the Shares were sold , (iv) any participating brokers, dealers, agents or
member firm involved, (v) any discounts, commissions and other items paid as
compensation from, and the resulting net proceeds to, the Selling Shareholder,
(vi) that such broker-dealers did not conduct any investigation to verify the
information set out in this Prospectus, and (vii) other facts material to the
transaction.
Shares may be sold directly by the Selling Shareholder or through agents
designated by the Selling Shareholder from time to time. Unless otherwise
indicated in the a supplement to this Prospectus, any such agent will be acting
on a best efforts basis for the period of its appointment.
The Selling Shareholder and any brokers, dealers, agents, member firm or
others that participate with the Selling Shareholder in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions or fees received by such persons and any profit on the
resale of the Shares purchased by such person may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Company may agree to indemnify the Selling Shareholder as an
underwriter under the Securities Act against certain liabilities, including
liabilities arising under the Securities Act. Agents may be entitled under
agreements entered into with the Selling Shareholder to indemnification against
certain civil liabilities, including liabilities under the Securities Act.
The Selling Shareholder will be subject to the applicable provisions of
the Exchange Act, and the rules and regulations thereunder, including without
limitation Rules 10b-2, 10b-6, and 10b-7, which provisions may limit the timing
of purchases and sales of any of the Common Stock by the Selling Shareholder.
All of the foregoing may affect the marketability of the Common Stock.
The Company will pay substantially all the expenses incident to this
offering of the Common Stock by the Selling Shareholder to the public other
than brokerage fees, commissions and discounts of underwriters, dealers or
agents.
-12-
<PAGE> 15
In order to comply with certain states' securities laws, if applicable,
the Common Stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Common 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.
LEGAL MATTERS
Certain legal matters in connection with the Shares have been passed upon
for the Company by Snell & Smith, a Professional Corporation, Houston, Texas.
EXPERTS
The consolidated financial statements of the Company (i) as of December
31, 1993 and 1994, and for each of the three years in the period ended December
31, 1994, which are included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, as amended by Form 10-K/A, and are
included and incorporated by reference into the Company's Joint Proxy Statement
and Prospectus dated May 19, 1995, and (ii) the supplemental consolidated
financial statements of the Company as of December 31, 1993 and 1994, and for
each of the three years in the period ended December 31, 1994, which are
included in the Company's Current Report on Form 8-K dated June 30, 1995,
incorporated in this Prospectus by reference have been audited by Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
The consolidated financial statements of Envirofil for the year ended June
30, 1993 incorporated by reference in this Prospectus, and the combined
financial statements of the Acquired New Jersey Solid Waste Companies as of
December 31, 1992 and 1993 and for each of the three years in the period ended
December 31, 1993, incorporated into this Prospectus by reference to
Envirofil's Form 8-K filed with the Commission on February 28, 1994, as amended
by Envirofil's Form 8-K/A filed with the Commission on May 11, 1994, have been
incorporated by reference herein in reliance upon the reports of Arthur
Andersen LLP, independent public accountants, given on the authority of that
firm as experts in accounting and auditing in giving said reports.
The consolidated financial statements of Chambers at December 31, 1993 and
1994, and for each of the three years in the period ended December 31, 1994,
incorporated by reference in this Prospectus from the Company's Current Report
on Form 8-K dated June 30, 1995, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports (which contain an explanatory
paragraph describing a change in the method of accounting for contributions),
which are incorporated by reference herein, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
-13-
<PAGE> 16
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law provides that
the certificate of incorporated of a Delaware corporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director: (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation
of law, (iii) under Section 174 of this title, or (iv) for any transaction from
which the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective.
The Restated Certificate of Incorporation of the registrant includes the
following provisions:
Seventh: No director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that this provision shall
not eliminate or limit the liability of a director for liability (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of Delaware or (iv) for any
transaction from which the director derived an improper personal benefit.
If the General Corporation Law of Delaware hereafter is amended to
authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the Corporation, in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended General Corporation
Law of Delaware. Any repeal or modification of this paragraph by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of
the Corporation existing at the time of such repeal or modification.
Neither this Restated Certificate of Incorporation nor any amendment,
alteration, or repeal of this Article, nor the adoption of any provision
of the Restated Certificate of Incorporation inconsistent with this
Article, shall adversely effect, eliminate, or reduce any right or
protection of a director of the Corporation hereunder with respect to any
act, omission or matter occurring, or any action, suit, or claim that, but
for this Article, would accrue or arise, prior to the time of such
amendment, modification, repeal, or adoption of an inconsistent provision.
All references in this Article to a "director" shall also be deemed to
refer to such person or persons, if any, who pursuant to a provision of
the Restated Certificate of Incorporation in accordance with subsection
(a) of Section 141 of the Delaware General Corporation Law, exercise or
perform any of the powers or duties otherwise conferred or imposed upon
the board of directors by the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law provides as follows:
145. INDEMNIFICATION OF OFFICERS DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. -- (a) A corporation may 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 corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation 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 by him in connection with such
II-1
<PAGE> 17
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere 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 or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection (a) or (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees), actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under the provisions of subsection (a) or
(b) of this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in subsection (a) or (b) of this section. Such determination shall be made (1)
by a majority vote of directors who were not parties to such action suit or
proceeding even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized by the provisions of this section. Such expenses
(including attorneys' fees)incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
(f) The indemnification and advancement of expense
provided by, or granted pursuant to, the other subsections of this section
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was servicing at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership,
II-2
<PAGE> 18
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, 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 this
section with respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services, by such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section, unless otherwise provided
when authorized or ratified, shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of Chancery
may summarily determine a corporation's obligation to advance expenses
(including attorneys' fees).
The Restated Certificate of Incorporation of the registrant includes the
following provision:
Eighth: This Corporation shall, to the maximum extent permitted from
time to time under the law of the State of Delaware, indemnify and upon
request shall advance expenses to any person who is or was a party or is
threatened to be made a party to any threatened, pending or completed
action, suit, proceeding or claim, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was or has
agreed to be a director or officer of this Corporation or any of its
direct or indirect subsidiaries or while such a director or officer is or
was serving at the request of this Corporation as a director, officer,
partner, trustee, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans, against expenses (including attorney's fees and
expenses), judgments, fines, penalties and amounts paid in settlement
incurred in connection with the investigation, preparation to defend or
defense of such action, suit, proceeding or claim; provided, however, that
the foregoing shall not require this Corporation to indemnify or advance
expenses to any person in connection with any action, suit, proceeding,
claim or counterclaim initiated by or on behalf of such person. Such
indemnification shall not be exclusive of other indemnification rights
arising under any bylaws, agreement, vote of directors or stockholders or
otherwise and shall inure to the benefit of the heirs and legal
representatives of such person. Any person seeking indemnification under
this Article shall be deemed to have met the standard of conduct required
for such indemnification unless the contrary shall be established.
II-3
<PAGE> 19
The Bylaws of the registrant include indemnification provisions that
generally provide indemnification to directors and officers of the registrant
in the manner and to the extent permitted by Section 145 of the Delaware
General Corporation Law. However, the provisions corresponding to subsections
145(a) and (b) are mandatory rather than permissive.
The registrant has entered into Indemnification Agreements with each of
its directors and executive officers. Such Indemnification Agreements provide
that such persons (the "Indemnitees") will be indemnified and held harmless
from all expenses, including (without limitation) reasonable fees and expenses
of counsel, and all liabilities, including (without limitation) the amount of
any judgments, fines, penalties, excise taxes and amounts paid in settlement,
actually incurred by an Indemnitee with respect to any threatened, pending or
completed claim, action (including any action by or in the right of the
registrant), suit or proceeding (whether formal or informal, or civil,
criminal, administrative, legislative, arbitrative or investigative) in respect
of which such Indemnitee is, was or at any time becomes, or is threatened to be
made, a party, witness, subject or target, by reason of the fact that such
Indemnitee is or was a director, officer, agent or fiduciary of the registrant
or serving at the request of the registrant as a director, officer, employee,
fiduciary or representative of another enterprise . Such Indemnification
Agreements also provide that the registrant, if requested to do so by an
Indemnitee, will advance to such Indemnitee, prior to final disposition of any
proceeding, the expenses actually incurred by the Indemnitee subject to the
obligation of the Indemnitee to refund if it is ultimately determined that such
Indemnitee was not entitled to indemnification.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
3.1 - Restated Certificate of Incorporation [Incorporated by
reference to Exhibit 3.1 to the Post- Effective Amendment
No. 1 to the Registrant's Registration Statement on Form
S-4 (File No. 33- 60103].
3.2 - Bylaws [Incorporated by reference to Exhibit 3.2 to the
Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 (File No. 33-60103].
4.1 - Indenture dated September 25, 1992, between the Registrant
and The First National Bank of Boston, as Trustee, with
respect to the Registrant's 8 1/2% Convertible Subordinated
Debentures Due 2002 [Incorporated by reference to Exhibit
4.1 of the Registrant's Registration Statement on Form S-1,
File No. 33-50918].
4.2 - Specimen Stock Certificate [Incorporated by reference to
Exhibit 4.3 of the Registrant's Registration Statement on
Form S-3, File No. 33-76224].
* 5.1 - Opinion of Snell & Smith, A Professional Corporation.
10.1 - 1990 Stock Option Plan [Incorporated by reference to
Exhibit 10.1 of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1990].
10.2 - 1993 Stock Incentive Plan [Incorporated by reference to
Exhibit 4.4 of the Registrants Registration Statement on
Form S-8, File No. 33-72436].
10.3 - Envirofil, Inc. 1993 Stock Incentive Plan [Incorporated by
reference to Exhibit 10.3 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994].
10.4 - Asset Purchase Agreement dated August 12, 1993, between
Chambers of Indiana, Inc. and USA Waste of Indiana, Inc.
[Incorporated by reference to Exhibit 2.2
II-4
<PAGE> 20
to Registrant's Current Report on Form 8-K dated September
30, 1993].
10.5 - Stock Purchase Agreement dated August 12, 1993, between
Chambers Development Company, Inc. and USA Waste of
Indiana, Inc. [Incorporated by reference to Exhibit 2.1 to
Registrant's Current Report on Form 8-K dated September 30,
1993].
10.6 - Agreement of Merger dated as of September 29, 1993, among
USA Waste Services, Inc., USA Acquisition Co., Soil
Remediation of Philadelphia, Inc., and Louis D. Paolino,
Jr. [Incorporated by reference to Exhibit 2.3 to
Registrant's Current Report on Form 8-K dated September 30,
1993].
10.7 - Agreement and Plan of Reorganization dated as of March 17,
1993, as amended on March 25, 1993, March 31, 1993, and
August 20, 1993, between Envirofil, Inc. and Environmental
Waste of America, Inc. [Incorporated by reference to
Exhibit (c)(i) to Envirofil's Current Report on Form 8-K
filed on November 16, 1993, as amended by a Current Report
in Form 8-K/A filed on January 18, 1994].
10.8 - Stock Purchase Agreement dated March 15, 1993, between
Environmental Waste of America, Inc. and Donald G.
Lindgren, as amended and assigned to Envirofil, Inc. as of
November 5, 1993. [Incorporated by reference to Exhibit
(c)(i) to Envirofil's Current Report on Form 8-K filed on
November 16, 1993, as amended by a Current Report in Form
8-K/A filed on January 18, 1994].
10.9 - Stock Purchase Agreement dated March 19, 1993, among
Envirofil, Inc., Meadowbrook Carting Co., Inc., and certain
shareholders of Meadowbrook Carting Co., Inc. [Incorporated
by reference to Exhibit (c)(ii) to Envirofil's Current
Report on Form 8-K filed February 28, 1994, as amended by
Current Report on Form 8-K/A filed on May 11, 1994].
10.10 - Stock Purchase Agreement dated March 19, 1993, among
Envirofil, Inc., Mid-Jersey Disposal, Co., Inc., and
certain shareholders of Mid-Jersey Disposal Co., Inc.
[Incorporated by reference to Exhibit (c)(ii) to
Envirofil's Current Report on Form 8-K filed February 28,
1994, as amended by Current Report on Form 8-K/A filed on
May 11, 1994].
10.11 - Stock Purchase Agreement dated March 19, 1993, among
Envirofil, Inc., Quality Recycling Co., Inc., and certain
shareholders of Quality Recycling Co., Inc. [Incorporated
by reference to Exhibit (c)(iii) to Envirofil's Current
Report on Form 8-K filed February 28, 1994, as amended by
Current Report on Form 8-K/A filed on May 11, 1994].
10.12 - Stock Purchase Agreement dated March 19, 1993, among
Envirofil, Inc., Forcees, Inc., and certain shareholders of
Forcees., Inc. [Incorporated by reference to Exhibit
(c)(iv) to Envirofil's Current Report on Form 8-K filed
February 28, 1994, as amended by Current Report on Form
8-K/A filed on May 11, 1994].
10.13 - Amended and Restated Plan and Agreement of Reorganization
dated March 29, 1994, among the Registrant, Envirofil
Acquisition Corporation, a Delaware corporation and wholly
owned subsidiary of the Registrant, and Envirofil, Inc., a
Delaware corporation [Incorporated by reference to Exhibit
2.1 to the Registrant's Registration Statement on Form S-4
(File No. 33-77110].
II-5
<PAGE> 21
10.14 - Amended and Restated Agreement and Plan of Merger dated as
of November 28, 1994, among the Registrant, Chambers
Acquisition Corporation, a Delaware corporation and wholly
owned subsidiary of the Registrant, and Chambers
Development Company, Inc., a Delaware corporation
[Incorporated by reference to Exhibit 2.1 of the
Registrant's Registration Statement on Form S-4, File No.
33-59259].
10.15 - Amended and Restated Revolving Credit Agreement dated as of
November 28, 1994, among the Registrant, its subsidiaries,
The First National Bank of Boston, Bank of America
Illinois, Bank One Texas, National Association, The Bank of
Nova Scotia, National Westminster Bank USA, and Banque
Paribas [Incorporated by reference to Exhibit 10.17 of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994].
10.16 - Form of Employment Agreement between the Registrant and
each of John E. Drury, Donald F. Moorehead, Jr., David
Sutherland-Yoest, and Charles A. Wilcox [Incorporated by
reference to Exhibit 10.18 of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994].
10.17 - Employment Agreement between the Registrant and Earl E.
DeFrates [Incorporated by reference to Exhibit 10.19 of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994].
10.18 - Employment Agreement between the Registrant and Gregory T.
Sangalis [Incorporated by reference to Exhibit 10.17 to the
Registrant's Registration Statement on Form S-4, File No.
33-59259].
10.19 - Amendment to Amended and Restated Agreement and Plan of
Merger dated June 27, 1995, among the Registrant, Chambers
Acquisition Corporation, and Chambers Development Company,
Inc. [Incorporated by reference to Exhibit 2.2 to the
Registrant's Current Report on Form 8-K dated June 30,
1995].
10.20 - Shareholders Agreement dated June 25, 1995, among USA Waste
Services, Inc., Donald F. Moorehead, Jr., John E. Drury,
John G. Rangos, Sr., John G. Rangos, Jr., Alexander W.
Rangos, and John Rangos Development Corporation, Inc.
[Incorporated by reference to Exhibit 10.20 to the
Registrant's Quarterly Report on Form 10-Q/A for the period
ended June 30, 1995].
10.21 - Consulting and Non-Compete Agreement dated June 25, 1995,
between the Registrant and John G. Rangos, Sr.
[Incorporated by reference to Exhibit 10.21 to the
Registrant's Quarterly Report on Form 10-Q/A for the period
ended June 30, 1995].
10.22 - Employment Agreement dated June 25, 1995, between the
Registrant and Alexander W. Rangos [Incorporated by
reference to Exhibit 10.22 to the Registrant's Quarterly
Report on Form 10-Q/A for the period ended June 30, 1995].
10.21 - Subsidiaries of the Registrant [Incorporated by reference
to Exhibit 21.1 to the Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form S-4 (File
No. 33-60103].
* 23.1 - Consent of Snell & Smith, A Professional Corporation
(Contained in Exhibit 5.1).
* 23.2 - Consent of Coopers & Lybrand L.L.P.
II-6
<PAGE> 22
* 23.3 - Consent of Arthur Andersen LLP.
* 23.4 - Consent of Deloitte & Touche LLP.
* 24 - Powers of Attorney [Included on Page II-10].
- --------------
* Filed herewith.
ITEM 22. 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; and
(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 paragraph (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
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.
(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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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 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 of 1933 (the "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
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 or indemnification against such liabilities (other than
II-7
<PAGE> 23
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 pinion 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.
(d) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registrations statement
through the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.
II-8
<PAGE> 24
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas on November 03, 1995.
USA Waste Services, Inc.
By /s/ John E. Drury
------------------------------------
John E. Drury, Chief Executive Officer
II-9
<PAGE> 25
POWER OF ATTORNEY
We, the undersigned officers and directors of USA Waste Services,
Inc., hereby severally constitute Earl E. DeFrates and Gregory T. Sangalis,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names, in the capacities
indicated below, the Registration Statement on Form S-4 filed herewith and any
amendments to said Registration Statement, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
USA Waste Services, Inc. to comply with the provisions of the Securities Act of
1933 as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be
signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Witness our hands on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on November 03, 1995.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ John E. Drury Chairman of the Board and Chief Executive Officer
- ----------------------------
John E. Drury
/s/ Donald F. Moorehead, Jr. Vice Chairman of the Board and Chief Development
- ---------------------------- Officer
Donald F. Moorehead, Jr.
/s/ David Sutherland-Yoest President, Chief Operating Officer, and Director
- ----------------------------
David Sutherland-Yoest
/s/ Earl E. DeFrates Executive Vice President, Chief Financial Officer
- ---------------------------- and Treasurer
Earl E. DeFrates
/s/ Bruce E. Snyder Vice President and Corporate Controller (Chief
- ---------------------------- Accounting Officer)
Bruce E. Snyder
/s/ John G. Rangos, Sr. Vice Chairman of the Board
- ----------------------------
John G. Rangos, Sr.
/s/ Alexander W. Rangos Executive Vice President for Corporate
- ---------------------------- Development and Director
Alexander W. Rangos
/s/ George L. Ball Director
- ----------------------------
George L. Ball
/s/ Richard J. Heckmann Director
- ----------------------------
Richard J. Heckmann
/s/ Peter J. Gibbons Director
- ----------------------------
Peter J. Gibbons
/s/ William E. Moffett Director
- ----------------------------
William E. Moffett
</TABLE>
II-10
<PAGE> 26
Exhibit Index
3.1 - Restated Certificate of Incorporation [Incorporated
by reference to Exhibit 3.1 to the Post- Effective
Amendment No. 1 to the Registrant's Registration
Statement on Form S-4 (File No. 33- 60103].
3.2 - Bylaws [Incorporated by reference to Exhibit 3.2 to
the Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-4 (File
No. 33-60103]
4.1 - Indenture dated September 25, 1992, between the
Registrant and The First National Bank of Boston, as
Trustee, with respect to the Registrant's 8 1/2%
Convertible Subordinated Debentures Due 2002
[Incorporated by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-1, File
No. 33-50918].
4.2 - Specimen Stock Certificate [Incorporated by reference
to Exhibit 4.3 of the Registrant's Registration
Statement on Form S-3, File No. 33-76224].
* 5.1 - Opinion of Snell & Smith, A Professional Corporation.
10.1 - 1990 Stock Option Plan [Incorporated by reference to
Exhibit 10.1 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990].
10.2 - 1993 Stock Incentive Plan [Incorporated by reference
to Exhibit 4.4 of the Registrants Registration
Statement on Form S-8, File No. 33-72436].
10.3 - Envirofil, Inc. 1993 Stock Incentive Plan
[Incorporated by reference to Exhibit 10.3 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994].
10.4 - Asset Purchase Agreement dated August 12, 1993,
between Chambers of Indiana, Inc. and USA Waste of
Indiana, Inc. [Incorporated by reference to Exhibit
2.2 to Registrant's Current Report on Form 8-K dated
September 30, 1993].
10.5 - Stock Purchase Agreement dated August 12, 1993,
between Chambers Development Company, Inc. and USA
Waste of Indiana, Inc. [Incorporated by reference to
Exhibit 2.1 to Registrant's Current Report on Form
8-K dated September 30, 1993].
10.6 - Agreement of Merger dated as of September 29, 1993,
among USA Waste Services, Inc., USA Acquisition Co.,
Soil Remediation of Philadelphia, Inc., and Louis D.
Paolino, Jr. [Incorporated by reference to Exhibit
2.3 to Registrant's Current Report on Form 8-K dated
September 30, 1993].
10.7 - Agreement and Plan of Reorganization dated as of
March 17, 1993, as amended on March 25, 1993, March
31, 1993, and August 20, 1993, between Envirofil,
Inc. and Environmental Waste of America, Inc.
[Incorporated by reference to Exhibit (c)(i) to
Envirofil's Current Report on Form 8-K filed on
November 16, 1993, as amended by a Current Report in
Form 8-K/A filed on January 18, 1994].
10.8 - Stock Purchase Agreement dated March 15, 1993,
between Environmental Waste of America, Inc. and
Donald G. Lindgren, as amended and assigned to
Envirofil, Inc. as of November 5, 1993.
[Incorporated by reference to Exhibit (c)(i) to
Envirofil's Current Report on Form 8-K filed on
November 16, 1993, as amended by a Current Report in
Form 8-K/A filed on January 18, 1994].
<PAGE> 27
10.9 - Stock Purchase Agreement dated March 19, 1993, among
Envirofil, Inc., Meadowbrook Carting Co., Inc., and
certain shareholders of Meadowbrook Carting Co., Inc.
[Incorporated by reference to Exhibit (c)(ii) to
Envirofil's Current Report on Form 8-K filed February
28, 1994, as amended by Current Report on Form 8-K/A
filed on May 11, 1994].
10.10 - Stock Purchase Agreement dated March 19, 1993, among
Envirofil, Inc., Mid-Jersey Disposal, Co., Inc., and
certain shareholders of Mid-Jersey Disposal Co., Inc.
[Incorporated by reference to Exhibit (c)(ii) to
Envirofil's Current Report on Form 8-K filed February
28, 1994, as amended by Current Report on Form 8-K/A
filed on May 11, 1994].
10.11 - Stock Purchase Agreement dated March 19, 1993, among
Envirofil, Inc., Quality Recycling Co., Inc., and
certain shareholders of Quality Recycling Co., Inc.
[Incorporated by reference to Exhibit (c)(iii) to
Envirofil's Current Report on Form 8-K filed February
28, 1994, as amended by Current Report on Form 8-K/A
filed on May 11, 1994].
10.12 - Stock Purchase Agreement dated March 19, 1993, among
Envirofil, Inc., Forcees, Inc., and certain
shareholders of Forcees., Inc. [Incorporated by
reference to Exhibit (c)(iv) to Envirofil's Current
Report on Form 8-K filed February 28, 1994, as
amended by Current Report on Form 8-K/A filed on May
11, 1994].
10.13 - Amended and Restated Plan and Agreement of
Reorganization dated March 29, 1994, among the
Registrant, Envirofil Acquisition Corporation, a
Delaware corporation and wholly owned subsidiary of
the Registrant, and Envirofil, Inc., a Delaware
corporation [Incorporated by reference to Exhibit 2.1
to the Registrant's Registration Statement on Form
S-4 (File No. 33- 77110].
10.14 - Amended and Restated Agreement and Plan of Merger
dated as of November 28, 1994, among the Registrant,
Chambers Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of the
Registrant, and Chambers Development Company, Inc., a
Delaware corporation [Incorporated by reference to
Exhibit 2.1 of the Registrant's Registration
Statement on Form S- 4, File No. 33-59259].
10.15 - Amended and Restated Revolving Credit Agreement dated
as of November 28, 1994, among the Registrant, its
subsidiaries, The First National Bank of Boston, Bank
of America Illinois, Bank One Texas, National
Association, The Bank of Nova Scotia, National
Westminster Bank USA, and Banque Paribas
[Incorporated by reference to Exhibit 10.17 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994].
10.16 - Form of Employment Agreement between the Registrant
and each of John E. Drury, Donald F. Moorehead, Jr.,
David Sutherland-Yoest, and Charles A. Wilcox
[Incorporated by reference to Exhibit 10.18 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994].
10.17 - Employment Agreement between the Registrant and Earl
E. DeFrates [Incorporated by reference to Exhibit
10.19 of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994].
10.18 - Employment Agreement between the Registrant and
Gregory T. Sangalis [Incorporated by reference to
Exhibit 10.17 to the Registrant's Registration
Statement on Form S-4, File No. 33-59259].
<PAGE> 28
10.19 - Amendment to Amended and Restated Agreement and Plan
of Merger dated June 27, 1995, among the Registrant,
Chambers Acquisition Corporation, and Chambers
Development Company, Inc. [Incorporated by reference
to Exhibit 2.2 to the Registrant's Current Report on
Form 8-K dated June 30, 1995].
10.20 - Shareholders Agreement dated June 25, 1995, among USA
Waste Services, Inc., Donald F. Moorehead, Jr., John
E. Drury, John G. Rangos, Sr., John G. Rangos, Jr.,
Alexander W. Rangos, and John Rangos Development
Corporation, Inc. [Incorporated by reference to
Exhibit 10.20 to the Registrant's Quarterly Report on
Form 10-Q/A for the period ended June 30, 1995].
10.21 - Consulting and Non-Compete Agreement dated June 25,
1995, between the Registrant and John G. Rangos, Sr.
[Incorporated by reference to Exhibit 10.21 to the
Registrant's Quarterly Report on Form 10-Q/A for the
period ended June 30, 1995].
10.22 - Employment Agreement dated June 25, 1995, between the
Registrant and Alexander W. Rangos [Incorporated by
reference to Exhibit 10.22 to the Registrant's
Quarterly Report on Form 10-Q/A for the period ended
June 30, 1995].
21 - Subsidiaries of the Registrant [Incorporated by
reference to Exhibit 21.1 to the Post-Effective
Amendment No. 1 to the Registrant's Registration
Statement on Form S-4 (File No. 33-60103].
* 23.1 - Consent of Snell & Smith, A Professional Corporation
(Contained in Exhibit 5.1).
* 23.2 - Consent of Coopers & Lybrand L.L.P.
* 23.3 - Consent of Arthur Andersen LLP.
* 23.4 - Consent of Deloitte & Touche LLP.
* 24 - Powers of Attorney [Included on Page II-10].
- -----------------
* Filed herewith
<PAGE> 1
Exhibit 5.1
November 2, 1995
USA Waste Services, Inc.
5400 LBJ Freeway
Suite 300, Tower One
Dallas, Texas 75240
Gentlemen:
We have acted as counsel for USA Waste Services, Inc., a Delaware
corporation (the "Company"), in connection with the filing of the Registration
Statement on Form S-4 with respect to the registration of 6,000,000 shares (the
"Shares") of the Common Stock, $.01 par value (the "Common Stock"), of the
Company.
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for purposes of giving the opinions
hereinafter set forth, including the examination of executed or conformed
counterparts, or copies certified or otherwise proved to our satisfaction, of
the following:
(a) the Restated Certificate of Incorporation of the Company as
filed with the Secretary of State of Delaware on June 30, 1995;
(b) the By-laws of the Company;
(c) the Registration Statement on Form S-4 of the Company,
including the related prospectus and other attachments, filed with the
Securities and Exchange Commission to register the Shares under the Securities
Act of 1933 (the "Registration Statement").
We have assumed the genuineness and authenticity of all signatures on
all original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies and the due authorization, execution, delivery or recordation of all
documents where due authorization, execution or recordation or prerequisites to
the effectiveness thereof.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
(i) the Company is a corporation duly organized, validly existing
and in good standing under the laws of the States of Delaware;
(ii) the authorized capital of the Company consists of 150,000,000
shares of Common Stock, of which, as of September 30, 1995, 53,848,249 shares
are issued and outstanding, and 10,000,000 shares of Preferred Stock, $.01 par
value, of which, as of September 30, 1995, no shares are issued and
outstanding; and
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USA Waste Services, Inc.
Page 2
November 2, 1995
(iii) the Shares registered under the Registration Statement are
duly authorized, and if and when issued by the Company, will be legally issued,
fully paid, and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and to the
Statements made regarding our Firm and to the use of our name under the heading
"Legal Matters" in the prospectus constituting a part of the Registration
Statement.
Very truly yours,
SNELL & SMITH, A Professional
Corporation
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of USA Waste Services, Inc. on Form S-4 of our report dated March 10,
1995, on our audits of the consolidated financial statements of USA Waste
Services, Inc. as of December 31, 1994 and 1993, and each of the three years in
the period ended December 31, 1994, which is included in USA Waste Services,
Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994,
as amended by Form 10-K/A and included and incorporated by reference into USA
Waste Services, Inc.'s Joint Proxy Statement and Prospectus dated May 19, 1995,
and our report dated July 14, 1995, on our audits of the supplemental
consolidated financial statements of USA Waste Services, Inc. as of December
31, 1994 and 1993, and for each of the three years in the period ended December
31, 1994, which is included in USA Waste Services, Inc.'s Current Report of
Form 8-K dated June 30, 1995. We also consent to the reference to our firm
under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Dallas, Texas
November 1, 1995
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To USA Waste Services, Inc.
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-4 of our report dated
September 22, 1993 on Envirofil, Inc. included in the USA Waste Services,
Inc.'s previously filed Annual Report of Form 10-K for the fiscal year ended
December 31, 1994, as amended by Form 10-K/A (Amendment No. 1) dated April 25,
1995 and included in and incorporated by reference in the USA Waste Services,
Inc.'s previously filed Joint Proxy Statement and Prospectus dated May 19,
1995, and our report dated March 25, 1994 on the Acquired New Jersey Solid
Waste Companies included in the Envirofil, Inc.'s previously filed Current
Report on Form 8-K/A dated May 11, 1994 and incorporated by reference in the
USA Waste Services, Inc.'s previously filed Joint Proxy Statement and
Prospectus dated May 19, 1995 and to all references to our Firm included in
this Registration Statement.
Philadelphia, PA ARTHUR ANDERSEN LLP
November 3, 1995
<PAGE> 1
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of USA Waste Services, Inc. on Form S-4 of our report dated March 30,
1995 on the consolidated financial statements of Chambers Development Company,
Inc. and subsidiaries as of December 31, 1994 and 1993 and for each of the
three years in the period ended December 31, 1994 appearing in USA Waste
Services, Inc.'s Current Report on Form 8-K dated June 30, 1995 (which does not
include such consolidated financial statements), and our report dated March 30,
1995 appearing in the Joint Proxy Statement and Prospectus of USA Waste
Services, Inc. dated May 19, 1995. We also consent to the reference to us
under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
November 3, 1995
