<PAGE> 1
As filed with the Securities and Exchange Commission on February 3, 1997
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)
<TABLE>
<S> <C>
DELAWARE 73-1309529
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
1001 FANNIN STREET
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
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1001 FANNIN STREET
SUITE 4000
HOUSTON, TEXAS 77002
(713) 512-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
ROBERT H. WHILDEN, JR. THOMAS JAMES MURPHY, P.C.
VINSON & ELKINS L.L.P. MCDERMOTT, WILL & EMERY
3600 FIRST CITY TOWER 227 WEST MONROE STREET
HOUSTON, TEXAS 77002-6760 CHICAGO, ILLINOIS 60606-5096
(713) 758-2320 (312) 372-2000
-----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this 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 being 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, please 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, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] Registration
Statement No. 333-17453
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please 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 the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed
Title of each class of maximum aggregate Amount of
securities to be registered offering price (1) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Common Stock, par value $.01 per share . . . . . . . . . . . . . . . $89,212,500 $27,034
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
REGISTRATION STATEMENT NO. 333-17453, WHICH WAS DECLARED EFFECTIVE ON
JANUARY 15, 1997, RELATES TO $850,000,000 OF SECURITIES OF THE REGISTRANT (THE
"PREVIOUSLY REGISTERED SECURITIES"). THIS REGISTRATION STATEMENT REGISTERS
ADDITIONAL SECURITIES FOR OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES
ACT TO THE TOTAL AMOUNT OF PREVIOUSLY REGISTERED SECURITIES REGISTERED ON
REGISTRATION STATEMENT NO. 333-17453. PURSUANT TO RULE 429 UNDER THE SECURITIES
ACT, THE PREVIOUSLY REGISTERED SECURITIES MAY BE OFFERED AND SOLD AS DEBT
SECURITIES AND/OR COMMON STOCK TOGETHER WITH THE SECURITIES REGISTERED
HEREUNDER THROUGH THE USE OF THE COMBINED PROSPECTUS INCLUDED IN REGISTRATION
STATEMENT NO. 17453. IN ACCORDANCE WITH RULE 429(B), THE AMOUNT OF THE
PREVIOUSLY PAID FILING FEE ASSOCIATED WITH THE PREVIOUSLY REGISTERED SECURITIES
WAS $257,576.
===============================================================================
<PAGE> 2
The contents of the Registration Statement on Form S-3 (Registration No.
333-17453) registering Debt Securities and Common Stock of USA Waste Services,
Inc. with a proposed maximum offering price of $850,000,000 are hereby
incorporated by reference herein. Filed as exhibits hereto are the following
opinion and consents.
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS EXHIBITS
------- --------
<S> <C> <C>
1.1 -- Certificate of Registrant as to payment of additional registration fee.
5.1 -- Opinion of Vinson & Elkins L.L.P. as to the legality of the Securities being registered.
23.1 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.2 -- Consent of Coopers & Lybrand L.L.P.
23.3 -- Consent of Arthur Andersen LLP.
23.4 -- Consent of Ernst & Young LLP.
23.5 -- Consent of Deloitte & Touche 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
</TABLE>
II-3
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and 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 the 3rd day of
February, 1997.
USA WASTE SERVICES, INC.
By: /s/ JOHN E. DRURY
---------------------------------
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 3, 1997
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
(i) Principal executive officer:
/s/ JOHN E. DRURY Chairman of the Board and Chief Executive Officer and
- -------------------------------------------------- Director
John E. Drury
(ii) Principal financial and accounting
officers:
Executive Vice President and Chief Financial Officer
/s/ EARL E. DEFRATES
- --------------------------------------------------
Earl E. DeFrates
/s/ BRUCE E. SNYDER Vice President and Chief Accounting Officer
- --------------------------------------------------
Bruce E. Snyder
(iii) Directors:
*
- --------------------------------------------------
Ralph F. Cox
*
- --------------------------------------------------
Richard J. Heckmann
*
- --------------------------------------------------
Donald F. Moorehead, Jr.
*
- --------------------------------------------------
David Sutherland-Yoest
</TABLE>
II-6
<PAGE> 4
<TABLE>
<S> <C>
*
- --------------------------------------------------
Larry J. Martin
*
- --------------------------------------------------
Rodney R. Proto
*
- --------------------------------------------------
William E. Moffett
*
- --------------------------------------------------
Alexander W. Rangos
*
- --------------------------------------------------
John G. Rangos, Sr.
*
- --------------------------------------------------
Kosti Shirvanian
*
- --------------------------------------------------
Savey Tufenkian
*By: /s/ GREGORY T. SANGALIS
--------------------------------------------
Gregory T. Sangalis, Attorney-in-Fact
</TABLE>
II-7
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBERS EXHIBITS
------- --------
<S> <C> <C>
1.1 -- Certificate of Registrant as to payment of additional registration fee.
5.1 -- Opinion of Vinson & Elkins L.L.P. as to the legality of the Securities being registered.
23.1 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
23.2 -- Consent of Coopers & Lybrand L.L.P.
23.3 -- Consent of Arthur Andersen LLP.
23.4 -- Consent of Ernst & Young LLP.
23.5 -- Consent of Deloitte & Touche 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
</TABLE>
<PAGE> 1
CERTIFICATE OF
USA WASTE SERVICES, INC.
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
USA Waste Services, Inc. (the "Registrant") hereby certifies to the
Securities and Exchange Commission that on February 3, 1997:
(i) The Registrant has instructed its bank to wire transfer
to the Securities and Exchange Commission the requisite filing fee of
$27,034 in connection with its Registration Statement pursuant to
Rule 462(b) filed on February 3, 1997;
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in
which the wire transfer will originate to cover the amount of the
filing fee.
The Registrant hereby undertakes to confirm on February 4, 1997 that
its bank has received such instructions.
USA WASTE SERVICES, INC.
By: /s/ Bruce E. Snyder
-----------------------------------------
Bruce E. Snyder
Vice President - Chief Accounting Officer
<PAGE> 1
[VINSON & ELKINS L.L.P. LETTERHEAD]
(713) 758-2222 (713) 615-2346
February 3, 1997
USA Waste Services, Inc.
1001 Fannin, Suite 4000
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to USA Waste Services, Inc., a Delaware
corporation ("USA Waste"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") filed on
February 3, 1997, with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act") pursuant to Rule 462(b), with respect to (a) USA Waste's (i) unsecured
debt securities ("Debt Securities"), in one or more series, which may be senior
or subordinated in priority of payment, any of which may be convertible or
exchangeable into common stock, par value $.01 per share, of USA Waste ("Common
Stock") and (ii) shares of Common Stock (such Debt Securities and Common Stock
are collectively referred to herein as the "Securities"), which Securities may
be issued from time to time pursuant to Rule 415 under the Securities Act for
an aggregate initial offering price not to exceed $89,212,500.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Restated Certificate of
Incorporation and Bylaws of USA Waste, each as amended to the date hereof, (ii)
the Senior Indenture (the "Senior Indenture") to be entered into between USA
Waste and a trustee, in the form included as an exhibit to the Registration
Statement, (iii) the Senior Subordinated Indenture (the "Subordinated
Indenture") to be entered into between USA Waste and a trustee, in the form
included as an exhibit to the Registration Statement, and (iv) such other
certificates, statutes and other instruments and documents as we considered
appropriate for purposes of the opinions hereafter expressed.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a Prospectus Supplement will have
been prepared and filed with the Commission describing the Securities offered
thereby; (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner described in the
Registration Statement and the applicable Prospectus Supplement; (iv) the
Senior Indenture and the Subordinated Indenture will each be duly authorized,
executed and delivered by USA Waste and a trustee qualified under the Trust
Indenture Act of 1939, as amended (the "TIA"), in substantially the form
reviewed by us; (v) a definitive purchase, underwriting or similar agreement
with respect to any Securities offered will have been duly authorized and
validly
<PAGE> 2
USA Waste Services, Inc.
February 3, 1997
Page 2
executed and delivered by USA Waste and the other parties thereto; and (vi) any
Securities issuable upon conversion, exchange or exercise of any Security being
offered will have been duly authorized, created and, if appropriate, reserved
for issuance upon such conversion, exchange or exercise.
Based on the foregoing, we are of the opinion that:
1. USA Waste has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware.
2. With respect to Debt Securities to be issued under the Senior
Indenture, when (i) the Board of Directors of USA Waste or, to the extent
permitted by Section 141 of the Delaware General Corporation Act (the "DGCL"), a
duly constituted and acting committee thereof (such Board of Directors or
committee being referred to herein as the "Board") has taken all necessary
corporate action to approve the issuance and terms of such Debt Securities, the
terms of the offering thereof and related matters; (ii) the terms of such Debt
Securities and of their issuance and sale have been established so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon USA Waste and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over USA Waste; and (iii) such Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with the provisions
of the Senior Indenture and in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon payment
of the consideration provided for therein, such Debt Securities will be legally
issued and will constitute valid and binding obligations of USA Waste,
enforceable against USA Waste in accordance with their terms, except as such
enforcement is subject to any applicable bankruptcy, insolvency, reorganization
or other law relating to or affecting creditors' rights generally and general
principles of equity and will be entitled to the benefits of the Senior
Indenture.
3. With respect to Debt Securities to be issued under the
Subordinated Indenture, when such Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Subordinated Indenture and in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon payment
of the consideration provided for therein, such Debt Securities will be legally
issued and will constitute valid and binding obligations of USA Waste,
enforceable against USA Waste in accordance with their terms, except as such
enforcement is subject to any applicable bankruptcy, insolvency, reorganization
or other law relating to or affecting creditors' rights generally and general
principles of equity and will be entitled to the benefits of the Subordinated
Indenture.
<PAGE> 3
USA Waste Services, Inc.
February 3, 1997
Page 3
4. With respect to shares of Common Stock, when certificates
representing the shares of Common Stock have been duly executed, countersigned,
registered and delivered either (a) in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon payment
of the consideration therefor (not less than the par value of the Common Stock)
provided for therein, or (b) upon conversion, exchange or exercise of any other
Security in accordance with the terms of such Security or the instrument
governing such Security providing for such conversion, exchange or exercise as
approved by the Board, for the consideration approved by the Board (not less
than the par value of the Common Stock and, in the case of shares of Common
Stock issued upon the conversion, exchange or exercise of another security, the
consideration specified in Section 153 of the DGCL), the shares of Common Stock
will be duly authorized, validly issued, fully paid and non-assessable.
The foregoing opinions are limited in all respects to the laws of the
State of New York, the General Corporation Law of the State of Delaware and
federal laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission issued
thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
----------------------------------------
VINSON & ELKINS L.L.P.
<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.'s 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.'s Current
Report on Form 8-K filed on November 12, 1996 with the Securities and Exchange
Commission.
COOPERS & LYBRAND L.L.P.
Houston, Texas
February 3, 1997
<PAGE> 1
Exhibit 23.3
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
February 3, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of USA Waste Services, Inc. of our reports (a) dated August 25, 1995
(except Note 8, as to which the date is September 12, 1995) with respect to the
consolidated financial statements of Western Waste Industries at June 30, 1995
and 1994, and for each of the three years in the period ended June 30, 1995
included in USA Waste Services, Inc.'s Current Report on Form 8-K dated January
9, 1996, and (b) dated August 25, 1995 (except Note 8, as to which the date is
September 12, 1995) with respect to the consolidated financial statements of
Western Waste Industries at June 30, 1995 and 1994, and for each of the two
years in the period ended June 30, 1995 (which consolidated financial
statements are not presented separately therein) included in USA Waste
Services, Inc.'s Current Report on Form 8-K/A (Amendment No. 3), dated July 1,
1996, both filed with the Securities and Exchange Commission.
Ernst & Young LLP
Long Beach, California
February 3, 1997
<PAGE> 1
EXHIBIT 23.5
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
February 3, 1997
<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 filed November 15, 1996.
DELOITTE & TOUCHE
Chartered Accountants
Mississauga, Ontario
February 3, 1997
<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 filed November 15, 1996.
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
February 3, 1997
<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 filed November 15,
1996.
KAPLAN SIPOS & ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS
Pittsburgh, Pennsylvania
February 3, 1997
<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 filed November 15, 1996.
BLAKE, KUEHLER, BABIONE & POOL
Orlando, Florida
February 3, 1997
<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 filed
November 15, 1996.
BUCKNO LISICKY & COMPANY
Allentown, Pennsylvania
February 3, 1997
<PAGE> 1
EXHIBIT 23.11
CONSENT OF INDEPENDENT AUDITORS
We consent of 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 filed November 15, 1996.
OSBURN, HENNING AND COMPANY
Orlando, Florida
February 3, 1997
