<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1996
REGISTRATION NO. 333-
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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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<S> <C> <C>
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
(972) 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
(972) 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.
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, 2,000,000 SHARES $31.625(1) $63,250,000 $21,810.35
$.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 10,
1996.
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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SUBJECT TO COMPLETION, OCTOBER 15, 1996
PROSPECTUS
2,000,000 SHARES
USA WASTE SERVICES, INC.
COMMON STOCK
This Prospectus covers 2,000,000 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 August 31, 1996, the Company had 134,290,000 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 October __,
1996, the closing price of the Common Stock on the NYSE was $__.___ 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 September __, 1996
<PAGE> 4
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..................................... 7
Description of Capital Stock........................ 8
Price Range of Common Stock and Dividends........... 10
Manner of Offering by Selling Shareholders.......... 10
Legal Matters....................................... 12
Experts............................................. 12
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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"). Such reports, proxy and
information statements, and other information filed by the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza Building, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
7 World Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material
may 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 Commission maintains an Internet web site that contains reports, proxy and
information statements, and other information regarding registrants that file
electronically with the Commission (http://www.sec.gov). In addition, the
Company's securities are listed on the New York Stock Exchange (the "NYSE") and
reports, proxy and information statements, and other information concerning the
Company described above may be inspected at the offices of the NYSE 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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<PAGE> 5
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 972-383-7900. 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 (File No. 1-12154) are incorporated by reference in this
Prospectus: (1) its Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, (2) its Current Report on Form 8-K dated January 9, 1996, its
Current Report on Form 8-K dated May 7, 1996, as amended by its Form 8-K/A
(Amendment No. 1) filed May 29, 1996, its Form 8-K/A (Amendment No. 2) filed
June 28, 1996, and its Form 8-K/A (Amendment No. 3) filed July 1, 1996, its
Current Report on Form 8-K dated June 22, 1996, its Current Report on Form 8-K
dated September 3, 1996, and its Current Report on Form 8-K dated September 12,
1996, (3) its Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, and June 30, 1996 (4) its Joint Proxy Statement and Prospectus for the its
Annual Meeting of Shareholders dated April 2, 1996, (5) its Joint Proxy
Statement and Prospectus for the Special Meeting of Shareholders dated July 19,
1996, and (6) the description of Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A dated July 1, 1993, as amended by
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.
All information appearing in this prospectus is qualified in its entirety by
the information and financial statements (including the notes thereto)
appearing in the documents incorporated by reference.
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 (972) 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. 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.
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<PAGE> 6
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 third largest integrated solid waste management company
in North America and serves municipal, commercial, industrial and residential
customers in 30 states, Canada, Mexico, and Puerto Rico. 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 [89] landfills, 52 transfer stations and 108
collection operations and serves more than [1.3] million customers.
The Company intends to continue 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.
Additional information concerning the Company's business, assets,
management, results of operations, and other matters is included in the
Company's reports filed under the Exchange Act that are incorporated by
reference in this Prospectus, including the Company's Annual Report on Form
10-K for the year ended December 31, 1995, and the Joint Proxy Statement and
Prospectus dated July 19, 1996. See "Incorporation of Certain Information by
Reference."
The term "Company" and "USA Waste" refer to USA Waste Services Inc., a
Delaware corporation, and its subsidiaries and predecessors unless the context
requires otherwise. The Company's executive offices are located at 5400 LBJ
Freeway, Suite 300, Dallas, Texas 75240, and its telephone number is (214)
383-7900.
RECENT DEVELOPMENTS
On June 22, 1996, the Company entered into an Agreement and Plan of Merger
with Sanifill, Inc., a Delaware corporation ("Sanifill"), providing for, among
other things, the merger (the "Sanifill Merger") of Quatro Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of the Company with and into
Sanifill and the conversion of each outstanding share of Sanifill common stock
into 1.7 shares of the Company's Common Stock. The Sanifill Merger was approved
by the Company's stockholders on August 27, 1996, was closed on August 30, 1996,
and was completed on September 3, 1996. Upon consummation of the Sanifill
Merger, the Company issued approximately 54.66 million shares of Common Stock.
Sanifill owns and operates nonhazardous waste disposal, treatment, collection,
transfer and recycling businesses and complementary operations. Since it was
founded in 1989, Sanifill acquired 142 disposal, collection and related
businesses. As of June 30, 1996, Sanifill operated 50 disposal and treatment
facilities, 26 transfer stations, and 36 collection operations. In addition,
Sanifill provided sludge treatment and organic recycling services. Additional
information concerning Sanifill is included in Sanifill's reports filed under
the Exchange Act that are incorporated by reference in the Joint Proxy Statement
and Prospectus dated July 19, 1996. See "Available Information" and
"Incorporation of Certain Information by Reference."
The Company expanded its operations and markets with its acquisition of
Western Waste Industries ("Western") on May 7, 1996 (the "Western Merger").
With the addition of the Western operations, which include significant
collection operations, the Company significantly increased its presence in
California and added additional operations in Texas, Louisiana, Florida,
Colorado, and Arkansas. Western had 91 municipal and regional authority
contracts and served over 785,000 customers. As part of its business, Western
operated six landfills, three transfer stations, and five recycling facilities.
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<PAGE> 7
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.
FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE
When used or incorporated by reference in this Prospectus, the words
"anticipate," "estimate," "project" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks, uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected.
Among the key factors that have a direct bearing on the Company's ability
to attain its goals are the level and nature of competition from other waste
companies, evaluation of the current regulatory environment and the costs
associated with such regulations, the availability of attractive acquisition
opportunities, successful integration of acquired businesses, improvement of
operating efficiencies, availability of working capital, ability to maintain
margins and the management of costs in a changing regulatory environment. The
Company has also made certain assumptions relating to the outcome of various
commercial, legal and regulatory proceedings relating to the Company's
operations and the industry generally. These and other risk factors are
discussed below.
EXPECTED BENEFITS OF SANIFILL MERGER MAY NOT BE ACHIEVED
There can be no assurance that the expected benefits of the Sanifill
Merger relative to the combined business as described in the Joint Proxy
Statement and Prospectus dated July 19, 1996 under "The Merger and Related
Transactions -- USA Waste's Reasons for the Merger" and "The Merger and Related
Transactions -- Sanifill's Reasons for the Merger" will be achieved. Whether
the anticipated benefits of the Merger are ultimately achieved will depend on a
number of factors, including the ability of the combined companies to achieve
administrative cost savings, rationalization of collection routes, insurance
and bonding cost reductions, general economies of scale and, generally, to
capitalize on the combined asset base and strategic position of the combined
entity.
NO ASSURANCE OF SUCCESSFUL MANAGEMENT AND MAINTENANCE OF 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 be able to successfully integrate the
operations of Sanifill and Western, the Company's most recent large
acquisitions. 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 exist 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.
NEED FOR CAPITAL; DEBT FINANCING
The long-term debt of the Company (including Western), including current
maturities, as of June 30, 1996, was approximately $571 million and on a pro
forma basis including Sanifill was approximately $953 million. The Company
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.
In addition, approximately $446 million of the Company's existing
indebtedness at June 30, 1996, and approximately $95 million of Sanifill's
existing indebtedness at June 30, 1996, is priced at variable interest
5
<PAGE> 8
rates that fluctuate as general interest rates change. As a result, an increase
in interest rates could adversely impact the Company's future earnings.
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.
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 (i) impose fines on the
Company, (ii) revoke or deny renewal of the Company's operating permits or
licenses for violations of environmental laws or regulations, or (iii) require
remediation of environmental problems at its sites or nearby properties, or
resulting from transportation or predecessors' transportation and collection
operations, all of which could have a material adverse effect on the Company.
Liability may also arise from 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 that 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.
Liability may also arise from 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.
SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT MARKET PRICE STOCK
Sales of substantial amounts of Common Stock in the public market could
adversely affect the market price of such stock. The Company recently filed a
shelf registration statement for the benefit of certain stockholders relating
to 4 million shares of the Company's Common Stock. In connection with the
Sanifill Merger, the Company entered into an agreement with these stockholders
that provides that if the number of shares of Common Stock so registered falls
below 2 million shares, such stockholders shall be entitled at their request to
have the Company register additional shares of Common Stock; provided that at
no time shall more than 4 million shares of Common Stock be registered. All of
the initial 4 million shares of Common Stock remain available to be sold
pursuant to such registration statement. Such shares are immediately saleable
in the open market. In addition, the Company has a shelf registration
statement covering approximately 2.5 million shares of Common Stock that may be
used for acquisitions. In the event that the market price of Common Stock were
adversely affected by such sales, the Company's access to equity capital
markets could be adversely affected, and issuances of stock by the Company in
connection with acquisitions, or otherwise, could dilute earnings per share.
6
<PAGE> 9
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.
7
<PAGE> 10
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 300,000,000 shares of Common Stock,
par value $0.010 per share, of which 134,290,000 shares were outstanding at
August 31, 1996. 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.
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 Boston Equiserv,
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 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.
8
<PAGE> 11
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.
The Company maintains an officers and directors liability insurance policy
insuring officers and directors of the Company and its subsidiaries against
certain liabilities, including liabilities under the Securities Act. The effect
of such policy is to indemnify the officers and directors of the Company
against losses incurred by them while acting in such capacities.
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.
9
<PAGE> 12
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is traded on the NYSE under the symbol "UW." 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.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
1994
First Quarter $15.00 $11.38
Second Quarter 13.38 10.38
Third Quarter 15.13 11.50
Fourth Quarter 15.13 11.00
1995
First Quarter $12.38 $10.00
Second Quarter 16.63 11.50
Third Quarter 21.88 14.75
Fourth Quarter 22.50 17.00
1996
First Quarter $25.63 $17.25
Second Quarter 32.50 24.00
Third Quarter 34.00 23.00
</TABLE>
According to the Company's transfer agent, on July 18, 1996, there were
3,789 holders of record of the Company's Common Stock.
The Company has never paid cash dividends on its Common Stock. Envirofil
Inc. paid stock dividends on its preferred stock prior to its acquisition by
the Company, the holders of such preferred stock received Common Stock in that
acquisition, and no dividends have been paid by the Company. In addition,
Chambers Development Company, Inc. paid dividends on its Class A common stock
in November 1990; the holders of Chambers' Class A common stock received Common
Stock in the merger with the Company, 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
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
10
<PAGE> 13
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.
11
<PAGE> 14
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 and subsidiaries as
of December 31, 1994 and 1995, and for each of the three years in the period
ended December 31, 1995, which are included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, and the supplemental
consolidated balance sheets of the Company as of December 31, 1994 and 1995,
and the supplemental consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1995, appearing in the Company's Current Report on Form 8-K/A
filed July 1, 1996 incorporated by reference in this Prospectus, have been
incorporated herein in reliance on the report of 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 Western at June 30, 1995 and
1994, and for each of the three years in the period ended June 30, 1995,
included in the Company's Current Report on Form 8-K dated January 9, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included in Western's Annual Report (Form 10-K) and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Sanifill appearing in Sanifill's
Annual Report on Form 10-K for the year ended December 31, 1995 and the
financial statements of various companies acquired by Sanifill appearing in
Sanifill's Current Reports on Form 8-K dated February 5, 1996, February 11,
1996 and March 20, 1996 incorporated by reference in the Registration Statement
of the Company on Form S-4 and the related Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of such firm as experts in accounting and auditing.
12
<PAGE> 15
=============================== ===============================
2,000,000 SHARES
USA WASTE
SERVICES, INC.
COMMON STOCK
----------
PROSPECTUS
----------
OCTOBER __, 1996
=============================== ===============================
<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)].
3.1(a) - Amendment to Registrant's Restated Certificate of
Incorporation [Incorporated by reference to Exhibit 3.1(a) to
the Registrant's Quarterly Report on Form 10-Q for the three
months ended March 31, 1996].
3.1(b) - Conformed Copy of Registrant's Restated Certificate of
Incorporation [Incorporated by reference to Exhibit 3.1(b) to
the Registrant's Quarterly Report on Form 10-Q for the three
months ended March 31, 1996].
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)].
4.2 - 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 Registrant's 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].
II-4
<PAGE> 20
10.4 - 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].
10.5 - 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].
10.6 - 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].
10.7 - Amended and Restated Revolving Credit Agreement dated as of
August 30, 1996, among the Registrant, The First National
Bank of Boston, Bank of America Illinois, Morgan Guaranty
Trust Company of New York J. P. Morgan Canada and other
financial institutions [Incorporated by reference to
Exhibit 10.1 of the Registrant's Current Report on
Form 8-K dated September 3, 1996].
10.8 - Shareholders Agreement dated December 18, 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 1 to Schedule 13D dated
December 17, 1995 relating to the Registrant].
10.9 - 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 three months ended
June 30, 1995].
10.10 - 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 three months ended June 30, 1995].
10.11 - Employment Agreement dated December 19, 1995, between the
Registrant and Kosti Shirvanian [Incorporated by reference to
Exhibit 10.18 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995].
10.12 - 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)].
10.13 - 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)].
10.14 - 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].
II-5
<PAGE> 21
10.15 - Agreement and Plan of Merger dated as of December 18, 1995,
among the Registrant, Riviera Acquisition Corporation, and
Western waste Industries [Incorporated by reference to
Appendix A to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-02181)].
10.16 - Amendment No. 1 to the Agreement and Plan of Merger dated
May 1, 1996, among the Registrant, Riviera Acquisition
Corporation, and Western Waste Industries [Incorporated by
reference to Exhibit 2.2 to the Registrant's Current Report
on Form 8-K dated May 7, 1996].
10.17 - Agreement and Plan of Merger dated as of June 22, 1996, among
the Registrant, Quatro Acquisition Corp., and Sanifill, Inc.
[Incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4 (Registration
No. 333-08161)].
10.18 - Agreement dated June 21, 1996, among the Registrant, D.
Moorehead, Jr., J. Drury, J. Rangos, Sr., A. Rangos, J.
Rangos, Jr., and Rangos Development Corporation [Incorporated
by reference to Exhibit 10.1 to Registrant's Registration
Statement on Form S-4 (Registration No. 333-08161)].
10.19 - Employment and Noncompetition Agreement dated June 22, 1996,
among the Registrant, Sanifill, Inc., and Lorne D. Bain
[Incorporated by reference to Exhibit 10.2 to Registrant's
Registration Statement on Form S-4 (Registration No.
333-08161)].
10.20 - Letter Agreement dated December 18, 1996, between the
Registrant and Kosti Shirvanian [Incorporated by reference to
Exhibit 10.3 to Registrant's Registration Statement on Form
S-4 (Registration No. 333-08161)].
10.21 - Letter Agreement dated June 21, 1996, between the Registrant
and Kosti Shirvanian [Incorporated by reference to Exhibit
10.4 to Registrant's Registration Statement on Form S-4
(Registration No. 333-08161)].
10.22 - Letter Agreement dated June 17, 1996, between the Registrant
and Sanifill, Inc., regarding indemnification provisions of
certificate of incorporation [Incorporated by reference to
Exhibit 10.5 to Registrant's Registration Statement on Form
S-4 (Registration No. 333-08161)].
10.23 - Employment and Noncompetition Agreement dated July 19, 1996,
among the Registrant, Sanifill, Inc., and J. Chris Brewster
[Incorporated by reference to Exhibit 10.8 to Registrant's
Registration Statement on Form S-4 (Registration No.
333-08161)].
10.24 - Sanifill 1994 Long-Term Incentive Plan [Incorporated by
reference to Exhibit 99.1 to Registrant's Registration
Statement on Form S-8 to Form S-4 (Registration No.
333-08161)].
10.25 - Sanifill, Inc. 1989 Stock Option Plan [Incorporated by
reference to Exhibit 99.2 to Registrant's Registration
Statement on Form S-8 to Form S-4 (Registration No.
333-08161)].
10.26 - Warrant to Purchase 100,000 shares of Common Stock of
Sanifill, Inc. [Incorporated by reference to Exhibit 99.3 to
Registrant's Registration Statement on Form S-8 to Form S-4
(Registration No. 333-08161)].
21 - Subsidiaries of the Registrant [Incorporated by reference to
Exhibit 21.1 to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-08161)].
* 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 Deloitte & Touche LLP.
** 23.4 - Consent of Ernst & Young LLP.
** 23.5 - Consent of Arthur Andersen LLP.
* 24 - Powers of Attorney [Included on Page II-9].
- -----------------
* Filed herewith.
** To be filed by amendment.
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
II-6
<PAGE> 22
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 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-7
<PAGE> 23
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 October 11, 1996.
USA Waste Services, Inc.
By: JOHN E. DRURY
--------------------------------------
John E. Drury, Chief Executive Officer
II-8
<PAGE> 24
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 October 11, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
JOHN E. DRURY Chairman of the Board and Chief Executive Officer
- ------------------------
John E. Drury
DONALD F. MOOREHEAD, JR. Vice Chairman of the Board and Chief Development
- ------------------------ Officer
Donald F. Moorehead, Jr.
KOSTI SHIRVANIAN Vice Chairman of the Board
- ------------------------
Kosti Shirvanian
DAVID SUTHERLAND-YOEST Vice Chairman of the Board and Regional
- ------------------------ Vice President - Atlantic Region
David Sutherland-Yoest
EARL E. DEFRATES Executive Vice President, Chief Financial Officer and
- ------------------------ Treasurer
Earl E. DeFrates
BRUCE E. SNYDER Vice President and Corporate Controller (Chief
- ------------------------ Accounting Officer)
Bruce E. Snyder
RICHARD J. HECKMANN Director
- ------------------------
Richard J. Heckmann
WILLIAM E. MOFFETT Director
- ------------------------
William E. Moffett
JOHN G. RANGOS, SR. Director
- ------------------------
John G. Rangos, Sr.
</TABLE>
II-9
<PAGE> 25
ALEXANDER W. RANGOS Vice Chairman of the Board
- -------------------
Alexander W. Rangos
SAVEY TUFENKIAN Director
- -------------------
Savey Tufenkian
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)].
3.1(a) - Amendment to Registrant's Restated Certificate of
Incorporation [Incorporated by reference to Exhibit 3.1(a) to
the Registrant's Quarterly Report on Form 10-Q for the three
months ended March 31, 1996].
3.1(b) - Conformed Copy of Registrant's Restated Certificate of
Incorporation [Incorporated by reference to Exhibit 3.1(b) to
the Registrant's Quarterly Report on Form 10-Q for the
three months ended March 31, 1996].
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 - 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 - 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].
10.5 - 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].
10.6 - 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].
10.7 - Amended and Restated Revolving Credit Agreement dated as of
August 30, 1996, among the Registrant, The First National
Bank of Boston, Bank of America Illinois, Morgan Guaranty
Trust Company of New York, J.P. Morgan Canada and other
financial institutions [Incorporated by reference to Exhibit
10.1 of the Registrant's Current Report on Form 8-K dated
September 3, 1996].
10.8 - Shareholders Agreement dated December 18, 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 1 to Schedule 13D dated
December 17, 1995 relating to the Registrant].
10.9 - 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 three months ended June 30,
1995].
10.10 - 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 three months ended June 30, 1995].
II-11
<PAGE> 27
10.11 - Employment Agreement dated December 19, 1995, between the
Registrant and Kosti Shirvanian [Incorporated by
reference to Exhibit 10.18 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995]
10.12 - 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)].
10.13 - 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)].
10.14 - 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].
10.15 - Agreement and Plan of Merger dated as of December 18, 1995,
among the Registrant, Riviera Acquisition Corporation,
and Western waste Industries [Incorporated by reference to
Appendix A to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-02181)].
10.16 - Amendment No. 1 to the Agreement and Plan of Merger dated
May 1, 1996, among the Registrant, Riviera Acquisition
Corporation, and Western Waste Industries [Incorporated by
reference to Exhibit 2.2 to the Registrant's Current
Report on Form 8-K dated May 7, 1996].
10.17 - Agreement and Plan of Merger dated as of June 22, 1996, among
the Registrant, Quatro Acquisition Corp., and Sanifill, Inc.
[Incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4 (Registration
No. 333-08161)].
10.18 - Agreement dated June 21, 1996, among the Registrant, D.
Moorehead, Jr., J. Drury, J. Rangos, Sr., A. Rangos, J.
Rangos, Jr., and Rangos Development Corporation [Incorporated
by reference to Exhibit 10.1 to Registrant's Registration
Statement on Form S-4 (Registration No. 333-08161)].
10.19 - Employment and Noncompetition Agreement dated June 22, 1996,
among the Registrant, Sanifill, Inc., and Lorne D. Bain
[Incorporated by reference to Exhibit 10.2 to Registrant's
Registration Statement on Form S-4 (Registration No.
333-08161)].
10.20 - Letter Agreement dated December 18, 1996, between the
Registrant and Kosti Shirvanian [Incorporated by reference to
Exhibit 10.3 to Registrant's Registration Statement on Form
S-4 (Registration No. 333-08161)].
10.21 - Letter Agreement dated June 21, 1996, between the Registrant
and Kosti Shirvanian [Incorporated by reference to Exhibit
10.4 to Registrant's Registration Statement on Form S-4
(Registration No. 333-08161)].
10.22 - Letter Agreement dated June 17, 1996, between the Registrant
and Sanifill, Inc., regarding indemnification provisions of
certificate of incorporation [Incorporated by reference to
Exhibit 10.5 to Registrant's Registration Statement on Form
S-4 (Registration No. 333-08161)].
10.23 - Employment and Noncompetition Agreement dated July 19, 1996,
among the Registrant, Sanifill, Inc., and J. Chris Brewster
[Incorporated by reference to Exhibit 10.8 to Registrant's
Registration Statement on Form S-4 (Registration No.
333-08161)].
10.24 - Sanifill 1994 Long-Term Incentive Plan [Incorporated by
reference to Exhibit 99.1 to Registrant's Registration
Statement on Form S-8 to Form S-4 (Registration No.
333-08161)].
10.25 - Sanifill, Inc. 1989 Stock Option Plan [Incorporated by
reference to Exhibit 99.2 to Registrant's Registration
Statement on Form S-8 to Form S-4 (Registration No.
333-08161)].
10.26 - Warrant to Purchase 100,000 shares of Common Stock of
Sanifill, Inc. [Incorporated by reference to Exhibit 99.3 to
Registrant's Registration Statement on Form S-8 to Form S-4
(Registration No. 333-08161)].
21 - Subsidiaries of the Registrant [Incorporated by reference
to Exhibit 21.1 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-08161)].
* 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 Deloitte & Touche LLP.
** 23.4 - Consent of Ernst & Young LLP.
** 23.5 - Consent of Arthur Andersen LLP.
** 24 - Powers of Attorney [Included on Page II-9].
- -----------------
* Filed herewith.
** To be filed by amendment.
II-12
<PAGE> 1
Exhibit 5.1
October 14, 1996
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 ,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 amended;
(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 300,000,000 shares
of Common Stock, of which, as of August 31, 1996, 134,290,000 shares are
issued and outstanding, and 10,000,000 shares of Preferred Stock, $.01 par
value, none of which, are issued and outstanding; and
(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.
<PAGE> 2
USA Waste Services, Inc.
Page 2
October 14, 1996
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
