<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 1996
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------
USA WASTE SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 73-1309529
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1001 FANNIN, SUITE 4000
HOUSTON, TEXAS 77002
(713) 512-6200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GREGORY T. SANGALIS
USA WASTE SERVICES, INC.
1001 FANNIN, SUITE 4000
HOUSTON, TEXAS 77002
(713) 512-6200
(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: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / X /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _____________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________________________
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
=========================================================================================================================
Title of Proposed Proposed
securities maximum maximum
to be Amount offering aggregate Amount of
registered to be price offering registration
Common Stock, registered(1) per share price fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$.01 par value 108,375 shares $ 31.9375(1) $ 3,461,226.50 $1,048.86
=========================================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(c) on the basis of the average
high and low closing prices for Common Stock on the New York Stock
Exchange on December 4, 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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.
<PAGE> 2
SUBJECT TO COMPLETION, DATED DECEMBER 6, 1996
PROSPECTUS
108,375 Shares
USA WASTE SERVICES, INC.
COMMON STOCK
This Prospectus relates to 108,375 shares (the "Shares") of the Common
Stock, $.01 par value ("Common Stock"), of USA Waste Services, Inc., a Delaware
corporation ("USA Waste" or the "Company") offered for the account of the
selling shareholders (the "Selling Shareholders") and their transferees if they
wish to sell any of the Shares in transactions in which they and any broker-
dealer through whom the Shares are sold may be deemed underwriters within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"). See
"Selling Shareholders." The Company will not receive any proceeds from the sale
of the Shares sold by the Selling Shareholders.
The Company anticipates that any sales by the Selling Shareholders and
their transferees will be effected from time to time on the open market in
ordinary brokerage transactions on the New York Stock Exchange (the "NYSE"), on
which the Common Stock is listed, in the over-the-counter market, or in private
transactions, at market prices prevailing at the time of sale or at negotiated
prices. The Shares will be offered for sale 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
a Selling Shareholder's agent in the sale of the Shares by such Selling
Shareholders. The commission paid to the member firm will be the normal stock
exchange commission (including negotiated commissions to the extent
permissible). Sales of Shares by the member firm may be made on the NYSE from
time to time at prices related to prices then prevailing. Any such sales may be
block trades. Any commissions allowed to any broker-dealer, and if any broker-
dealer purchases any of the Shares as principal, any profits received on the
resale of such Shares may be deemed underwriting discounts and commissions
under the Securities Act. See "Manner of Offering."
The Shares of Common Stock offered hereby have been listed on the NYSE.
On December __, 1996, the last sale price of the Common Stock on the NYSE was
$__.___ per share.
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 December __, 1996
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information by Reference . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Manner of Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
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 can 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 following Regional Offices of the Commission:
Chicago Regional Office, Citicorp Center, 500 West Madison, Suite 1400,
Chicago, Illinois 60661-2511; and New York Regional Office, Seven World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. The
Commission maintains a World Wide Web site on the Internet at http:/www.sec.gov
that contains reports, proxy and information statements, and other information
regarding registrants that file electronically with the Commission. 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 can 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-3
(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> 4
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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 and made a part hereof:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996, and September 30, 1996;
(3) The Company's Current Report on Form 8-K dated December 18, 1995,
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, Form 8-K/A (Amendment
No. 2) filed June 28, 1996, and Form 8-K/A (Amendment No. 3) filed
July 1, 1996, Current Report on Form 8-K dated June 22, 1996,
Current Report on Form 8-K dated September 3, 1996, Current Report
on Form 8-K dated September 12, 1996, as amended by Form 8-K/A
(Amendment No. 1) filed November 14, 1996 and Form 8-K/A (Amendment
No. 2) filed November 15, 1996, and Current Report on Form 8-K dated
November 12, 1996;
(4) The Company's Joint Proxy Statement and Prospectus for the Annual
Meeting of Shareholders dated April 2, 1996, and Joint Proxy Statement
and Prospectus for the Special Meeting of Shareholders dated July 19,
1996; and
(5) the description of the Common Stock 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 this Prospectus 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 herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein 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, upon written or oral request of such person, a copy of
any and all documents referred to above which have been incorporated by
reference in this Prospectus (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into such documents).
Such requests should be directed to the Corporate Secretary, USA Waste
Services, Inc. (i) if by telephone to (713) 512-6200 and (ii) if by mail to
1001 Fannin, Suite 4000, Houston, Texas 77002.
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<PAGE> 5
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 36 states, Canada, Mexico, and Puerto Rico. USA
Waste'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 104 landfills, 60 transfer
stations and 122 collection operations and serves more than 1.7 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. USA Waste was incorporated under the laws of the State of
Delaware in April 1995 to become the successor to USA Waste Services, Inc., an
Oklahoma corporation organized in 1987. The Company's executive offices are
located at 1001 Fannin, Suite 4000, Houston, Texas 77002, and its telephone
number is (713) 512-6200.
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, 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 provides 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.
4
<PAGE> 6
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 and Sanifill),
including current maturities, as of September 30, 1996, was approximately
$1,026 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.
5
<PAGE> 7
In addition, approximately $506 million of the Company's existing
indebtedness at September 30, 1996, is priced at variable interest 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 previously has
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 filed a
shelf registration statement covering approximately 12 million shares of Common
Stock that may be used for acquisitions and a shelf registration statement
pursuant to which it may offer and sell from time to time up to $850,000,000 of
its unsecured debt securities consisting of notes, debentures, or other
evidences of indebtedness or
6
<PAGE> 8
shares of its Common Stock. 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.
USE OF PROCEEDS
This Prospectus relates to an aggregate of 108,375 shares of Common Stock
that are being offered for the account of the Selling Shareholders. All
proceeds from the sale of such shares will go to the Selling Shareholders.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 300,000,000 shares of Common Stock, par
value $0.01 per share, of which 138,343,184 shares were outstanding at September
30, 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 stockholders. 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 are 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.
7
<PAGE> 9
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Restated Certificate of Incorporation of the Company provides that the
directors of the Company shall not be liable to the Company or its stockholders
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
stockholders, 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
Restated 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.
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.
8
<PAGE> 10
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.
DELAWARE ANTI-TAKEOVER LAW
Section 203 of the DGCL ("Section 203") generally provides that a person
who, together with affiliates and associates owns, or within three years did
own, at least 15% but less than 85% of the outstanding voting stock of a
corporation subject to the statute (an "Interested Stockholder") may not engage
in certain business combinations with the corporation for a period of three
years after the date of which the person became an Interested Stockholder
unless (i) prior to such date, the corporation's board of directors approved
either the business combination or the transaction in which the stockholder
became an Interested Stockholder or (ii) subsequent to such date, the business
combination is approved by the corporation's board of directors and authorized
at a stockholders' meeting by a vote of at least two-thirds of the
corporation's outstanding voting stock not owned by the Interested Stockholder.
Section 203 defines the term "business combination" to encompass a wide variety
of transactions with or caused by an Interested Stockholder, including mergers,
asset sales, and other transactions in which the Interested Stockholder
receives or could receive a benefit on other than a pro rata basis with other
stockholders.
The provisions of Section 203, combined with the Board's authority to
issue Preferred Stock without further stockholder action, could delay or
frustrate a change in control of the Company. The provisions also could
discourage, impede or prevent a merger, tender offer or proxy content, even if
such event would be favorable to the interests of stockholders. The Company's
stockholders, by adopting an amendment to the Restated Certificate of
Incorporation, may elect not to be governed by Section 203 which election would
be effective 12 months after such adoption. Neither the Restated Certificate
of Incorporation nor the Bylaws exclude the Company from the restrictions
imposed by Section 203.
9
<PAGE> 11
SELLING SHAREHOLDERS
This Prospectus covers offers from time to time by the Selling
Shareholders of the Shares owned by them. The following table sets forth the
names of the Selling Shareholders and the number of shares of Common Stock held
by each as of the date of this Prospectus that are registered hereunder and the
number of shares of Common Stock beneficially owned by each Selling
Shareholder:
<TABLE>
<CAPTION>
Shares
Beneficially
Name Shares Registered Owned
----------------- -------------
<S> <C> <C>
Don A. Sanders . . . . . . . . . . . . . . 14,778 50,058
Morton A. Cohn . . . . . . . . . . . . . . 9,852 25,000
Stephen D. Scott . . . . . . . . . . . . . 9.852 9,852
J-All Partnership . . . . . . . . . . . . . 9,852 12,852
Roy T. Rimmer, Jr. . . . . . . . . . . . . 9,852 9,852
Norman E. Shepard(1) . . . . . . . . . . . 9,852 9,852
John M. O'Quinn . . . . . . . . . . . . . . 8,621 8,621
Katherine U. Sanders . . . . . . . . . . . 7,389 7,389
Aurum Group Partnership . . . . . . . . . . 4,926 4,926
John W. Christmas . . . . . . . . . . . . . 2,463 3,213
Edward McAninch . . . . . . . . . . . . . . 2,463 2,463
Donald F. Moorehead, Jr.(2) . . . . . . . . 2,463 2,247,953
George O. Moorehead . . . . . . . . . . . . 2,463 10,415
Shelley B. Moorehead (3) . . . . . . . . . 2,463 228,832
Ben T. Morris . . . . . . . . . . . . . . . 2,463 18,223
John I. Mundy . . . . . . . . . . . . . . . 2,463 24,306
Brad D. Sanders . . . . . . . . . . . . . . 1,232 1,232
Bret Sanders . . . . . . . . . . . . . . . 1,232 1,232
Laura K. Sanders . . . . . . . . . . . . . 1,232 1,232
Susan K. Sanders . . . . . . . . . . . . . 1,232 1,232
David Towery . . . . . . . . . . . . . . . 1,232 1,232
---------
Total . . . . . . . . . . . . . . 108,375
- ---------------
</TABLE>
(1) Mr. Shepard was President, Chief Operating Officer, and a director of
the Company from August 24, 1993, until May 26, 1994. From February 1, to
August 24, 1993, Mr. Shepard was Senior Vice President - Operations of the
Company.
(2) Mr. Moorehead is the Vice Chairman and Chief Development Officer of
the Company. The shares beneficially owned by Mr. Moorehead shares include
369,000 shares issuable pursuant to warrants and options currently
exercisable or exercisable within 60 days and 228,832 shares owned by Mr.
Moorehead's spouse and children and represent approximately 1.6% of the
issued and outstanding shares of Common Stock of the Company.
(3) Ms. Moorehead is the wife of Donald F. Moorehead, Jr. Includes 18,000
shares owned by Ms. Moorehead's children.
MANNER OF OFFERING
This Prospectus, as appropriately amended or supplemented, may be used
from time to time by a Selling Shareholder, or his transferees, to offer and
sell the Shares in transactions in which he and any broker-dealer through
10
<PAGE> 12
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.
The Company anticipates that resales of the Shares by the Selling
Shareholders will be effected from time to time on the open market in ordinary
brokerage transactions on the NYSE, on which the Common Stock is 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 a Selling Shareholder's agent in the sale of the
Shares by a Selling Shareholder and/or may acquire Shares as principal. Member
firms 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. Sales of Shares by the member firm may be
made on the NYSE from time to time at prices related to prices then prevailing.
Any such sales may be by block trade.
Participating broker-dealers may agree with a 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 a 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 such securities exchange 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, 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 a 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 number of
Shares involved, (ii) the price at which the Shares were sold, (iii) any
participating brokers, dealers, agents or member firm involved, (iv) any
discounts, commissions and other items paid as compensation from, and the
resulting net proceeds to, the Selling Shareholder, (v) that such broker-
dealers did not conduct any investigation to verify the information set out in
this Prospectus, and (vi) other facts material to the transaction.
Shares may be sold directly by a Selling Shareholder or through agents
designated by a 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 Shareholders and any brokers, dealers, agents, member firm or
others that participate with the Selling Shareholders 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 Shareholders as
underwriters under the Securities Act against certain liabilities, including
liabilities arising under the Securities Act. Agents may be entitled under
agreements
11
<PAGE> 13
entered into with the Selling Shareholders to indemnification against certain
civil liabilities, including liabilities under the Securities Act.
The Selling Shareholders 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 Shareholders.
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 Shareholders to the public other
than brokerage fees, commissions and discounts of underwriters, dealers or
agents.
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, and Current Report on Form 8-K filed November 12, 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 Sanifill appearing in USA Waste's
Current Reports on Form 8-K dated September 3, 1996, and the financial
statements of various companies acquired by Sanifill appearing in USA Waste's
Current Report on Form 8-K dated September 12, 1996, as amended by its Form 8-
K/A (Amendment No. 1) filed November 14, 1996 and its Form 8-K/A (Amendment No.
2) filed November 15, 1996, incorporated by reference in this 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 said firm as experts in accounting
and auditing in giving said reports.
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 and included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
12
<PAGE> 14
- --------------------------------------------------------------------------------
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 Shareholders. 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
108,375 Shares
USA WASTE SERVICES, INC.
COMMON STOCK
PROSPECTUS
-----------------
December __, 1996
- --------------------------------------------------------------------------------
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the distribution of the securities covered by this Registration Statement.
<TABLE>
<S> <C>
Securities and Exchange Commission fee . . . . . . . . . . . $ 1,048.50
Printing expenses . . . . . . . . . . . . . . . . . . . . . 1,000.00*
Accountants' fees and expenses . . . . . . . . . . . . . . . 5,000.00*
Blue sky fees and expenses . . . . . . . . . . . . . . . . . 0.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . 5,000.00*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 1,000.00*
-------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,048.50*
=============
</TABLE>
* Estimated.
ITEM 15. 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
II-1
<PAGE> 16
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 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.
II-2
<PAGE> 17
(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, 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
II-3
<PAGE> 18
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.
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 16. EXHIBITS.
Exhibit
Number Exhibit
------- --------
4.1 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)].
4.1(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]
4.1(b) Conformed Copy of Registrant's Restated Certificate of
Incorporation as amended [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]
4.2 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)].
4.3 Specimen Stock Certificate. [Incorporated by reference to
Exhibit 4.3 to the Registrant's Registration Statement on Form
S-3 (File No. 33-76224)].
* 5.1 Opinion of Snell & Smith, A Professional Corporation.
23.1 Consent of Snell & Smith, A Professional Corporation (Included
in Exhibit 5).
* 23.2 Consent of Coopers & Lybrand L.L.P.
* 23.3 Consent of Deloitte & Touche LLP
* 23.4 Consent of Arthur Andersen LLP
* 23.5 Consent of Ernst & Young LLP
* 23.6 Consent of Deloitte & Touche, Chartered Accountants
* 23.7 Consent of Coopers & Lybrand L.L.P.
* 23.8 Consent of Kaplan Sipos & Associates, Certified Public
Accountants
* 23.9 Consent of Blake, Kuehler, Babione & Pool
* 23.10 Consent of Buckno Lisicky & Company
* 23.11 Consent of Osburn, Henning and Company
* 24 Powers of Attorney (Included on Page II-7).
- --------------
* Filed herewith.
II-4
<PAGE> 19
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement.
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the 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
II-5
<PAGE> 20
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.
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 Houston, State of Texas on December 6, 1996.
USA Waste Services, Inc.
By: JOHN E. DRURY
-------------------------------------------
John E. Drury, Chairman of the Board
and Chief Executive Officer
II-6
<PAGE> 21
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-3 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 December 6 , 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
JOHN E. DRURY Chairman of the Board and Chief Executive Officer
- -------------------------- and Director
John E. Drury
EARL E. DEFRATES Executive Vice President, Chief Financial Officer
- -------------------------- and Treasurer
Earl E. DeFrates
BRUCE E. SNYDER Vice President Controller and Principal
Accounting Officer
- --------------------------
Bruce E. Snyder
RALPH F. COX Director
- --------------------------
Ralph F. Cox
RICHARD J. HECKMANN Director
- --------------------------
Richard J. Heckmann
LARRY J. MARTIN Director
- --------------------------
Larry J. Martin
WILLIAM E. MOFFETT Director
- --------------------------
William E. Moffett
DONALD F. MOOREHEAD, JR. Director
- --------------------------
Donald F. Moorehead, Jr.
RODNEY R. PROTO Director
- --------------------------
Rodney R. Proto
ALEXANDER W. RANGOS Director
- --------------------------
Alexander W. Rangos
</TABLE>
II-7
<PAGE> 22
<TABLE>
<S> <C>
JOHN G. RANGOS Director
- --------------------------
John G. Rangos
KOSTI SHIRVANIAN Director
- --------------------------
Kosti Shirvanian
DAVID SUTHERLAND-YOEST Director
- --------------------------
David Sutherland-Yoest
SAVEY TUFENKIAN Director
- --------------------------
Savey Tufenkian
</TABLE>
II-8
<PAGE> 23
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- --------
<S> <C>
4.1 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)].
4.1(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]
4.1(b) Conformed Copy of Registrant's Restated Certificate of
Incorporation as amended [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]
4.2 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)].
4.3 Specimen Stock Certificate. [Incorporated by reference to
Exhibit 4.3 to the Registrant's Registration Statement on Form
S-3 (File No. 33-76224)].
* 5.1 Opinion of Snell & Smith, A Professional Corporation.
23.1 Consent of Snell & Smith, A Professional Corporation (Included
in Exhibit 5).
* 23.2 Consent of Coopers & Lybrand L.L.P.
* 23.3 Consent of Deloitte & Touche LLP
* 23.4 Consent of Arthur Andersen LLP
* 23.5 Consent of Ernst & Young LLP
* 23.6 Consent of Deloitte & Touche, Chartered Accountants
* 23.7 Consent of Coopers & Lybrand L.L.P.
* 23.8 Consent of Kaplan Sipos & Associates, Certified Public
Accountants
* 23.9 Consent of Blake, Kuehler, Babione & Pool
* 23.10 Consent of Buckno Lisicky & Company
* 23.11 Consent of Osburn, Henning and Company
* 24 Powers of Attorney (Included on Page II-7).
</TABLE>
- --------------
* Filed herewith.
II-9
<PAGE> 1
EXHIBIT 5.1
December 6, 1996
USA Waste Services, Inc.
2777 Allen Parkway, Suite 700
Houston, Texas 77019
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-3 with respect to the registration of 108,375 shares of the
Common Stock, $.01 par value (the "Common Stock"), of the Company, for issuance
and sale from time to time by certain selling shareholders of the Company.
We have made such inquiries and examined such documents as we have
considered necessary or appropriate for purposes of giving the opinions
hereinafter set forth, including the examination of executed or conformed
counterparts, or copies certified or otherwise proved to our satisfaction, of
the following:
(a) the Restated Certificate of Incorporation of the Company as
filed with the Secretary of State of Delaware, as amended;
(b) the By-laws of the Company; and
(c) the Registration Statement on Form S-3 of the Company filed
with the Securities and Exchange Commission (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;
<PAGE> 2
USA Waste Services, Inc.
Page 2
December 6, 1996
(ii) the authorized capital of the Company consists of 300,000,000
shares of Common Stock, of which, as of September 30, 1996, 138,343,184 were
issued and outstanding, and 10,000,000 shares of Preferred Stock, $.01 par
value, of which, as of the date hereof, no shares are issued and outstanding;
(iii) the 108,375 shares of Common Stock registered under the
Registration Statement are duly authorized, legally issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and to the
Statements made regarding our Firm and to the use of our name under the heading
"Legal Matters" in the prospectus constituting a part of the Registration
Statement.
Very truly yours,
SNELL & SMITH, A Professional
Corporation
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of USA Waste Services, Inc. on Form S-3 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, 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 are
included in USA Waste Services, Inc. Current Report on Form 8-K/A filed on July
1, 1996 with the Securities and Exchange Commission, and our report dated
November 8, 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 are included in USA Waste Services, Inc.
Current Report on Form 8-K filed on November 12, 1996 with the Securities and
Exchange Commission. We also consent to the reference to our firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
Dallas, Texas
December 6, 1996
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
USA Waste Services, Inc. on Form S-3 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 Annual Report on Form 10-K for the year ended
December 31, 1995 and USA Waste Services, Inc,'s Current Report on Form 8-K/A,
Amendment No. 3, filed on July 1, 1996.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
December 6, 1996
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of USA Waste
Services, Inc. on Form S-3 of (a) our report dated February 23, 1996 (except
with respect to the matters discussed in paragraphs one and two of Note 16, 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 the Current Report
on Form 8-K of USA Waste Services, Inc. dated November 12, 1996; (b) our report
dated September 13, 1996, with respect to the combined balance sheet of the
Combined Companies (consisting of City Disposal, Inc., Alpine Disposal and
Recycling, Inc. and L.G. Industries, Inc.) as of December 31, 1995, and the
related combined statements of operations, stockholders' equity and partners'
capital and cash flows for the year then ended, which is included in the
Current Report on Form 8-K/A of USA Waste Services, Inc. filed on November 15,
1996; and (c) to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Houston, Texas
December 6, 1996
<PAGE> 1
EXHIBIT 23.5
CONSENT TO INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related prospectus of USA Waste
Services, Inc. and to the incorporation by reference therein 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.
ERNST & YOUNG LLP
Long Beach, California
December 6, 1996
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement
of USA Waste Services, Inc. on Form S-3 of our report dated October 25, 1996, on
our audit of the balance sheet of the business of Les Enterprises de Rebuts
Sanipan Inc. acquired by USA Waste Services, Inc. as of December 31, 1995, and
the related statements of earnings and retained earnings and changes in
financial position for the year then ended, our report dated October 25, 1996,
on our audit of the balance sheet of Transport Sanico Ltee as of December 31,
1995, and the related statements of earnings and retained earnings and changes
in financial position for the year then ended, our report dated November 8,
1996, on our audit of the historical summary of revenues and direct operating
expenses of the Combined Ontario and Michigan Operations of the Solid Waste
Division of Philip Environmental Inc. for the year ended December 31, 1995, and
our report dated November 8, 1996, on our audit of the historical summary of the
net book value of property, plant and equipment of the Combined Ontario and
Michigan Operations of the Solid Waste Division of Philip Environmental Inc. for
the year ended December 31, 1995, which are included in USA Waste Services,
Inc.'s Current Report on Form 8-K/A dated November 15, 1996.
DELOITTE & TOUCHE
Chartered Accountants
Mississauga Ontario
December 6, 1996
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of USA Waste Services, Inc. on Form S-3 of our report dated October
15, 1996, on our audit of the balance sheet of Kasper Brothers, Inc. as of
September 30, 1995 and the related statements of operations and retained
earnings and cash flows for the fiscal year then ended, which is included in USA
Waste Services, Inc.'s Current Report on Form 8-K/A dated November 15, 1996.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
December 6, 1996
<PAGE> 1
EXHIBIT 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of USA Waste Services, Inc. on Form S-3 of our report dated March 11, 1996, on
our audit of the combined balance sheet of the Arnoni Group of Companies
(consisting of The Arnoni Group, Inc., M.C. Arnoni Company, South Hills Disposal
Company, Cochran Mill Associates, Inc. and Arnoni Family Partnership) as of
December 31, 1995, and the related combined statement of income and retained
earnings and combined statement of cash flows for the year then ended, which is
included in USA Waste Services, Inc.'s Current Report on Form 8-K/A dated
November 15, 1996.
KAPLAN SIPOS & ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS
Pittsburgh, Pennsylvania
December 6, 1996
<PAGE> 1
EXHIBIT 23.9
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of USA Waste Services, Inc. on Form S-3 of our report dated March 18,
1996, on our audit of the balance sheet of Jennings Environmental Services,
Inc. (an S corporation) as of December 31, 1995 and the related statements of
income and changes in stockholders' equity and the statement of cash flows for
the year then ended, which is included in USA Waste Services, Inc.'s Current
Report on Form 8-K/A dated November 15, 1996.
BLAKE, KUEHLER, BABIONE & POOL
Orlando, Florida
December 6, 1996
<PAGE> 1
EXHIBIT 23.10
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of USA Waste Services, Inc. on Form S-3 of our report dated September
19, 1996, on our audits of the combined balance sheet of Grand Central
Sanitation, Inc. and Related Companies as of December 31, 1995, and the related
combined statements of income, stockholders' equity and cash flows for the year
then ended, which is included in USA Waste Services, Inc.'s Current Report on
Form 8-K/A dated November 15, 1996.
BUCKNO LISICKY & COMPANY
Allentown, Pennsylvania
December 6, 1996
<PAGE> 1
EXHIBIT 23.11
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of USA Waste Services, Inc. on Form S-3 of our report dated July 13,
1996, on our audit of the combined balance sheet of The Orange Group
(consisting of Orange Waste, Recycling & Materials, Inc., Orange Soil Cement,
Inc., Orange Trucking, Inc. and Orange Transportation Corp.), as of December
31, 1995, and the related combined statements of operations, retained earnings,
and cash flows for the year then ended, which is included in USA Waste
Services, Inc.'s Current Report on Form 8-K/A dated November 15, 1996.
OSBURN, HENNING AND COMPANY
Orlando, Florida
December 6, 1996
