<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1996
REGISTRATION NO. 333- ____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USA WASTE SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 73-1309529
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5400 LBJ FREEWAY
SUITE 300-TOWER ONE
DALLAS, TEXAS 75240
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
USA WASTE SERVICES, INC. 1993 STOCK INCENTIVE PLAN
(Full title of the plan)
GREGORY T. SANGALIS
5400 LBJ FREEWAY
SUITE 300-TOWER ONE
DALLAS, TEXAS 75240
(Name and address of agent for service)
(972) 383-7900
(Telephone number, including area code,
of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Proposed Maximum Proposed Maximum
Amount to Offering Price Aggregate Amount of
Title of Securities to be Registered be Registered Per Share(1) Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 5,500,000 $31.313 $172,221,500 $52,188.33
per share
============================================================================================================================
</TABLE>
1. Estimated solely for the purpose of calculating the registration fee
based upon the average of the high and low sales prices of a share of
the Company's Common Stock on the New York Stock Exchange on October
18, 1996 as published in The Wall Street Journal on October 21, 1996.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to
register additional securities. In accordance with General Instruction E of
Form S-8, the Company hereby incorporates by reference the contents of the
Company's registration statement on Form S-8 (No. 33-72436), as amended,
originally filed with the Securities and Exchange Commission (the "Commission")
on December 3, 1993, relating to the USA Waste Services, Inc. 1993 Stock
Incentive Plan, as amended.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this registration
statement)
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
24.1 Power of Attorney (set forth on the signature page contained in Part II of this registration
statement).
</TABLE>
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and 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 this 21st day of
October, 1996.
USA Waste Services, Inc.
By /s/ John E. Drury
----------------------------
John E. Drury
Chief Executive Officer
II-2
<PAGE> 4
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of USA Waste Services, Inc. (the "Company") hereby constitutes and
appoints John E. Drury, Earl E. DeFrates and Gregory T. Sangalis, and each of
them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file this registration statement under the Securities Act of 1933,
as amended, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Securities and Exchange
Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same, as fully to all intents and
purposes as he himself might or could do if personally present, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities on October 21, 1996.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ John E. Drury Chairman of the Board and Chief
- ---------------------------------------------- Executive Officer (Principal executive
John E. Drury officer)
/s/ Earl E. DeFrates Executive Vice President and Chief
- ---------------------------------------------- Financial Officer (Principal financial
Earl E. DeFrates officer)
/s/ Bruce E. Snyder Vice President and Controller
- ---------------------------------------------- (Principal accounting officer)
Bruce E. Snyder
/s/ Donald F. Moorehead, Jr. Vice Chairman
- ----------------------------------------------
Donald F. Moorehead, Jr.
/s/ David Sutherland-Yoest Director
- ----------------------------------------------
David Sutherland-Yoest
Director
- ----------------------------------------------
Larry J. Martin
President and Director
- ----------------------------------------------
Rodney R. Proto
/s/ Richard J. Heckmann Director
- ----------------------------------------------
Richard J. Heckmann
/s/ William E. Moffett Director
- ----------------------------------------------
William E. Moffett
/s/ John G. Rangos, Sr. Director
- ----------------------------------------------
John G. Rangos, Sr.
/s/ Alexander W. Rangos Vice Chairman and Director
- ----------------------------------------------
Alexander W. Rangos
Director
- ----------------------------------------------
Kosti Shirvanian
/s/ Savey Tufenkian Director
- ----------------------------------------------
Savey Tufenkian
Director
- ----------------------------------------------
Ralph F. Cox
</TABLE>
II-3
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this registration
statement)
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
24.1 Power of Attorney (set forth on the signature page contained in Part II of this registration
statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
October 21, 1996
Board of Directors
USA Waste Services, Inc.
5400 LBJ Freeway
Suite 300 - Tower One
Dallas, Texas 75240
Ladies and Gentlemen:
We have acted as counsel to USA Waste Services, Inc., a Delaware
corporation (the "Company") in connection with the Company's Form S-8 relating
to the registration under the Securities Act of 1933, as amended, of the
issuance of 5,500,000 shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company (the "Shares") issuable upon the exercise of
options (the "Options") granted pursuant to the USA Waste Services, Inc. 1993
Stock Incentive Plan, as amended.
As the basis for the opinions hereinafter expressed, we have examined
such corporate records and documents, certificates of corporate and public
officials and such other instruments as we have deemed necessary for the
purposes of the opinions contained herein. As to all matters of fact material
to such opinions, we have relied upon the representations of officers of the
Company. We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the conformity with the original
documents of all documents submitted to us as copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares to be
issued upon proper exercise of the Options have been duly authorized, and that
the Shares, when issued upon proper exercise of the Options, will be validly
issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
1208/2325/2653
II-4
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of USA Waste Services, Inc. on Form S-8, of our report dated March 1, 1996, on
our audits of the consolidated financial statements of USA Waste Services, Inc.
and subsidiaries as of December 31, 1995 and 1994, and for each of the three
years in the period ended December 31, 1995, which is included in USA Waste
Services, Inc.'s Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and our report dated May 23, 1996, on our audits of the supplemental
consolidated balance sheets of USA Waste Services, Inc. and subsidiaries as of
December 31, 1995 and 1994, and the related supplemental consolidated statements
of operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1995, which is included in USA Waste
Services, Inc.'s Current Report on Form 8-K/A filed on July 1, 1996 with the
Securities and Exchange Commission.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
October 18, 1996
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Form S-8 of USA
Waste Services, Inc. of our report dated March 30, 1995 (relating to the
consolidated financial statements of Chambers Development Company, Inc. and
subsidiaries not presented separately herein) appearing in USA Waste Services,
Inc.'s Current Report on Form 8-K/A, Amendment No. 3, dated May 7, 1996.
/s/ DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
October 18, 1996
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related prospectus of USA Waste Services, Inc. of our
reports (a) dated August 25, 1995 (except Note 8, as to which the date is
September 12, 1995) with respect to the consolidated financial statements of
Western Waste Industries at June 30, 1995 and 1994, and for each of the three
years in the period ended June 30, 1995 included in USA Waste Services, Inc.'s
Current Report on Form 8-K dated January 9, 1996, and (b) dated August 25, 1995
(except Note 8, as to which the date is September 12, 1995) with respect to the
consolidated financial statements of Western Waste Industries at June 30, 1995
and 1994, and for each of the two years in the period ended June 30, 1995 (which
consolidated financial statements are not presented separately therein) included
in USA Waste Services, Inc.'s Current Report on Form 8-K/A (Amendment No. 3),
dated July 1, 1996, both filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Long Beach, California
October 10, 1996
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 of USA Waste Services, Inc. of (a)
our report dated February 23, 1996 (except with respect to the matters
discussed in Note 15, as to which the dates are March 4, 1996 and March 18,
1996 as indicated) with respect to the consolidated balance sheets of Sanifill,
Inc. and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of operations, stockholders' investment and cash flows
for each of the three years in the period ended December 31, 1995 which is
included in Sanifill, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995; (b) our reports dated (i) August 1, 1995 with respect to the
combined balance sheets of Metropolitan Disposal and Recycling Corporation,
Energy Reclamation, Inc., and EE Equipment, Inc. as of December 31, 1994 and
1993, and the related combined statements of operations, stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1994, (ii) January 9, 1996 with respect to the balance sheet of Falcon Disposal
Services, Inc. as of December 31, 1994 and the related statements of
operations, stockholders' equity and cash flows for the year then ended, (iii)
February 2, 1996 with respect to the combined balance sheet of Garnet of
Virginia, Inc., and Garnet of Maryland, Inc. as of December 31, 1995 and the
related combined statements of operations, stockholders' deficit and cash flows
for the year then ended, (iv) January 13, 1996 with respect to the combined
balance sheet of the Combined Companies, as defined, as of December 31, 1994
and the related combined statement of operations, stockholders' equity and
partners' capital and cash flows for the year then ended which are included in
Sanifill, Inc.'s Current Report on Form 8-K dated February 5, 1996; (c) our
report dated February 8, 1996 with respect to the consolidated balance sheets
of Sanifill, Inc. and subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of operations, stockholders' investment and
cash flows for each of the three years in the period ended December 31, 1994
which is included in Sanifill, Inc.'s Current Report on Form 8-K dated February
11, 1996; and (d) our report dated November 17, 1995 (except with respect to
the matters discussed in Note 11, as to which the date is March 18, 1996) with
respect to the combined balance sheets of PST Reclamation, Inc., and Taylor
Land Resources, Inc. as of December 31, 1994 and 1993, and the related combined
statements of operations and retained earnings and cash flows for the years
then ended which is included in Sanifill, Inc.'s Current Report on Form 8-K
dated March 20, 1996.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
October 18, 1996
