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As filed with the Securities and Exchange Commission on July 24, 1997
Registration No. 333-31979
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USA WASTE SERVICES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 4953 73-1309529
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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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 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:
THOMAS J. MURPHY, P.C. OSCAR D. FOLGER
McDERMOTT, WILL & EMERY 521 5TH AVENUE
227 WEST MONROE STREET 24TH FLOOR
CHICAGO, ILLINOIS 60606-5096 NEW YORK, NEW YORK 10175
(312) 372-2000 (212) 697-6464
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement and the
satisfaction or waiver of all other conditions to the merger (the "Merger") of
Riviera Acquisition Corporation ("Acquisition") with and into United Waste
Systems, Inc. ("United") pursuant to the Agreement and Plan of Merger dated as
of April 13, 1997, among USA Waste Services, Inc., Acquisition and United,
described in the enclosed Joint Proxy Statement and Prospectus.
If the securities being registered on the Form are to be offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. USA
Waste's Restated Certificate of Incorporation provides that USA Waste's
directors are not liable to USA Waste or its stockholders for monetary damages
for breach of their fiduciary duty, subject to the described exceptions
specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to a corporation
the power to indemnify each of its officers and directors against liabilities
and expenses incurred by reason of the fact that he is or was an officer or
director of such corporation if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of such
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The By-laws of USA Waste
provide for indemnification of each officer and director of USA Waste to the
fullest extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law also empowers a
corporation to purchase and maintain insurance on behalf of any person who is or
was an officer or director of such corporation against liability asserted
against or incurred by him in any such capacity, whether or not such corporation
would have the power to indemnify such officer or director against such
liability under the provisions of Section 145. USA Waste has purchased and
maintains a directors' and officers' liability policy for such purposes.
USA Waste 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 USA Waste),
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 USA Waste or serving at the
request of USA Waste as a director, officer, employee, fiduciary or
representative of another enterprise. Such Indemnification Agreements also
provide that USA Waste, 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.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
2.1 - Agreement and Plan of Merger, dated as of April 13, 1997, by and among
USA Waste, Acquisition and United [Incorporated by reference to
Exhibit 2 of USA Waste's Current Report on Form 8-K dated
April 17, 1997].
5.1 - Opinion of McDermott, Will & Emery.*
8.1 - Opinion of McDermott, Will & Emery regarding certain tax matters.*
8.2 - Opinion of Wachtell, Lipton, Rosen & Katz regarding certain tax
matters.*
23.1 - Consent of McDermott, Will & Emery [included in Exhibit 5.1 and
Exhibit 8.1].
23.2 - Consent of Wachtell, Lipton, Rosen & Katz [included in Exhibit 8.2].
23.3 - Consent of Coopers & Lybrand L.L.P.*
23.4 - Consent of Ernst & Young LLP.*
23.5 - Consent of DLJ.*
23.6 - Consent of Goldman Sachs & Co.*
24.1 - Powers of Attorney.*
99.1 - Opinion of Donaldson, Lufkin & Jenrette Securities Corporation
[attached as Appendix B to Joint Proxy Statement and Prospectus].
99.2 - Opinion of Goldman, Sachs & Co. [attached as Appendix C to Joint Proxy
Statement and Prospectus].
99.3 - Form of USA Waste Proxy Card.*
99.4 - Form of United Proxy Card.*
99.5 - Consent of Prospective Director.*
99.6 - Consent of Prospective Director.*
99.7 - Consent of Coopers & Lybrand L.L.P. [filed herewith].
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* Previously filed.
(b) Financial Statement Schedules:
All schedules have been omitted either as inapplicable or because the
required information is included in the financial statements or notes
thereto.
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ITEM 22. UNDERTAKINGS.
(a) USA Waste 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;
(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;
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(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) USA Waste hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of USA Waste's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement 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.
(c) (1) Prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), USA Waste hereby undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) USA Waste hereby undertakes that every prospectus (i) that is
filed pursuant to paragraph (b)(1) immediately preceding, or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Securities Act and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to this registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act, 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of USA Waste pursuant to the foregoing provisions, or otherwise, USA Waste has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by USA Waste for expenses incurred or paid
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by a director, officer or controlling person of USA Waste 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, USA
Waste will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(e) USA Waste hereby undertakes to respond to requests for information
that is incorporated by reference into the prospectus pursuant to Items 4,
10(b), 11, or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
(f) USA Waste hereby undertakes to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, USA WASTE
CERTIFIES THAT IS HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-4, AND HAS DULY CAUSED THIS AMENDMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF HOUSTON, STATE OF TEXAS ON JULY 24, 1997.
USA WASTE SERVICES, INC.
By: /s/ JOHN E. DRURY*
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John E. Drury,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of USA Waste Services, Inc. and in the capacities and on the date indicated.
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Signature Title Date
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/s/ JOHN E. DRURY* Chief Executive Officer and July 24, 1997
- ------------------------------ Chairman of the Board
John E. Drury (Principal Executive Officer)
/s/ RODNEY R. PROTO* President, Chief Operating July 24, 1997
- ------------------------------ Officer and Director
Rodney R. Proto and Director
/s/ DONALD F. MOOREHEAD, JR.* Chief Development Officer and July 24, 1997
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Donald F. Moorehead, Jr. Director
/s/ EARL E. DEFRATES* Executive Vice President and July 24, 1997
- ------------------------------ Chief Financial Officer
Earl E. DeFrates (Principal Financial Officer)
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/s/ BRUCE E. SNYDER* Vice President and July 24, 1997
- ------------------------------ Chief Accounting Officer
Bruce E. Snyder
/s/ KOSTI SHIRVANIAN* Director July 24, 1997
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Kosti Shirvanian
/s/ DAVID SUTHERLAND-YOEST* Director July 24, 1997
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David Sutherland-Yoest
/s/ RICHARD J. HECKMANN* Director July 24, 1997
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Richard J. Heckman
/s/ WILLIAM E. MOFFETT* Director July 24, 1997
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William E. Moffett
/s/ ALEXANDER W. RANGOS* Director July 24, 1997
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Alexander W. Rangos
/s/ JOHN G. RANGOS, SR.* Director July 24, 1997
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John G. Rangos, Sr.
/s/ SAVEY TUFENKIAN* Director July 24, 1997
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Savey Tufenkian
/s/ LARRY J. MARTIN* Director July 24, 1997
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Larry J. Martin
/s/ RALPH F. COX* Director July 24, 1997
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Ralph F. Cox
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*By: /s/ Gregory T. Sangalis
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As Attorney-in-Fact
Power of Attorney
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INDEX TO EXHIBITS
99.7 - Consent of Coopers and Lybrand L.L.P.
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EXHIBIT 99.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of USA Waste Services, Inc. on Form S-4, related to the merger with
Untied Waste Systems, Inc., of our report dated October 16, 1996 (except for
Notes 1 and 8 which are as of January 15, 1997), on our audit of the financial
statements of Laidlaw Solid Waste Management Group-Canadian Operations as at
August 31, 1996 and for the year then ended, which is included in a USA Waste
Services, Inc. Current Report on Form 8-K/A.
Coopers & Lybrand
Chartered Accountants
Hamilton, Canada
July 23, 1997
