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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1997
REGISTRATION NO. 333-
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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:
THOMAS J. MURPHY
McDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, IL 60606-5096
(312) 372-2000
Approximate date of commencement of proposed sale to the public: From time
to time 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]
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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. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee
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Common Stock
$.01 par value 4,961,539 $ 40.34 (2) $ 200,148,483 $ 60,652
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(1) Estimated solely for purposes of calculating the registration fee.
(2) Calculated in accordance with Rule 457(c) on the basis of the average of
the high and low closing prices for the Common Stock on the New York Stock
Exchange on August 15, 1997.
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.
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SUBJECT TO COMPLETION, DATED AUGUST 18, 1997
PROSPECTUS
4,961,539 Shares
USA WASTE SERVICES, INC.
COMMON STOCK
This Prospectus relates to an offering of up to 4,961,539 shares (the
"Shares") of Common Stock, $.01 par value (the "Common Stock"), of USA Waste
Services, Inc., a Delaware corporation ("USA Waste" or the "Company") that may
be issued to holders (the "Holders") of 4-1/2% Convertible Subordinated
Notes due June 1, 2001 (the "Notes") of United Waste Systems, Inc., a Delaware
Corporation ("United") upon conversion of the Notes. The Company will not
receive any cash proceeds from conversion of the Notes.
On August __, 1997, Riviera Acquisition Corporation, a wholly-owned
subsidiary of USA Waste ("Acquisition") was merged with and into United (the
"Merger") pursuant to an Agreement and Plan of Merger dated as of April 13, 1997
(the "Merger Agreement"), with United becoming the surviving corporation in the
Merger (the "Surviving Corporation"). Pursuant to the terms of the Merger
Agreement and the Indenture relating to the Notes (the "Indenture"), United, USA
Waste and Bankers Trust Company, as trustee under the Indenture (the "Trustee"),
executed a Supplemental Indenture (the "Supplemental Indenture"), effective as
of the date the Merger was consummated, pursuant to which the Notes became
convertible from and after the Merger into shares of Common Stock of USA Waste
(and cash in lieu of fractional shares).
The Notes are convertible into shares of Common Stock of USA Waste at any
time from and after the date of consummation of the Merger and prior to the
close of business on the maturity date, unless previously redeemed or
repurchased, at a conversion price of $30.2325581396 per share (equivalent to a
conversion rate of 33.0769230768 shares per $1,000 principal amount of Notes),
subject to adjustment in certain events.
The Shares of Common Stock offered hereby have been listed on the NYSE. On
August 15, 1997, the closing sale price of the Common Stock on the NYSE was
$39.81 per share, as published in the Wall Street Journal.
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All expenses of this offering will be paid by the Company.
SEE "RISK FACTORS" ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY HOLDERS OF THE NOTES PRIOR TO CONVERTING
SUCH NOTES INTO COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August , 1997
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No dealer, salesman, or any other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus in connection with the offering contained herein, and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities offered hereby to any
person to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
TABLE OF CONTENTS
Page
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Available Information................................................. 6
Incorporation of Certain Information by Reference..................... 6
The Company........................................................... 7
Recent Development.................................................... 8
Risk Factors.......................................................... 8
Use of Proceeds....................................................... 12
Description of Capital Stock.......................................... 12
Manner of Offering.................................................... 15
Legal Matters......................................................... 16
Experts............................................................... 16
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy and
information statements, and other information filed by the Company 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 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.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
THE CORPORATE SECRETARY, USA WASTE SERVICES, INC., 1001 FANNIN STREET, SUITE
4000, HOUSTON, TEXAS 77002, TELEPHONE NUMBER (713) 512-6200. IN ORDER TO ENSURE
TIMELY DELIVERY OF THESE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY A DATE THAT IS
AT LEAST FIVE DAYS PRIOR TO THE DATE ON WHICH THE FINAL INVESTMENT DECISION MUST
BE MADE.
The following documents filed by the Company with the Commission under the
Exchange Act (File No. 1-12154) and the Securities Act 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, 1996, as amended by its Annual Report on Form 10-K/A
(Amendment No. 1) filed April 30, 1997;
(2) the Company's Quarterly Reports on Form 10-Q for the three months
ended March 31, 1997 and June 30, 1997;
(3) the Company's Current Reports on Form 8-K filed January 13, 1997,
January 24, 1997, February 6, 1997, February 7, 1997, March 27, 1997
(as amended by the Company's Current Reports on Form 8-K/A filed April
15, 1997 and July 23, 1997) and April 17, 1997;
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(4) the Company's Joint Proxy Statement and Prospectus, which is part of
the Company's Registration Statement on Form S-4 (File No. 333-31979)
filed on July 24, 1997, as amended by the Form S-4/A filed on July 24,
1997; 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
USA Waste is the third largest integrated nonhazardous solid waste
management company in North America, as measured by 1996 revenues, and serves
municipal, commercial, industrial and residential customers in various locations
in the United States, Canada, Puerto Rico and Mexico. The Company's solid waste
management services include collection, transfer and disposal operations and, to
a lesser extent, recycling and certain other waste management services.
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. See "Incorporation of Certain Information by Reference."
The terms "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.
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RECENT DEVELOPMENT
On August __, 1997, a wholly-owned subsidiary of USA Waste was merged with
and into United, and United became a wholly-owned subsidiary of USA Waste.
Prior to the Merger, United was the sixth largest provider of integrated, non-
hazardous solid waste management services in the United States, as measured by
1996 revenues. Prior to the Merger, United owned or operated 39 landfills, 80
collection companies and 78 transfer stations, and served approximately 950,000
customers in 24 states.
RISK FACTORS
In addition to the other information set forth in this Prospectus, the
following factors should be considered by Holders when evaluating
whether to convert their Notes into Common Stock.
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.
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. Whether the anticipated benefits of
the acquired operations are ultimately achieved will depend on a number of
factors, including the ability of the Company to achieve administrative cost
savings, rationalization of collection routes, geographic and other efficiencies
resulting from access to more landfills, insurance and bonding cost reductions,
lower cost of capital and general economies of scale and the ability of the
Company to retain municipal contracts and to capitalize on its combined asset
base and strategic position.
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 satisfactory acquisition opportunities, availability of capital,
ability to maintain margins and the management of costs in a changing regulatory
environment. There can be no assurance that the Company will continue to expand
and successfully manage its growth.
Risks Associated with Acquisitions, Including Legal Matters and Potential
Dilution of Ownership Interests of Existing Stockholders
The Company regularly pursues opportunities to expand through acquisitions.
The Company plans to continue to seek acquisitions that complement its services,
broaden its customer base and improve its
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operating efficiencies. The Company's acquisition strategy involves certain
potential risks associated with assessing, acquiring and integrating the
operations of acquired companies and potential risks associated with pre-
existing liabilities of acquired companies. Among the risks associated with
acquisitions is the risk that the acquired company has engaged in or is alleged
to have engaged in conduct prior to the date of acquisition that becomes the
subject of civil or criminal legal action after such date. Although the Company
generally has been successful in implementing its acquisition strategy, there
can be no assurance that attractive acquisition opportunities will continue to
be available, that the Company will have access to the capital required to
finance potential acquisitions on satisfactory terms, or that any businesses
acquired will prove profitable. Future acquisitions may result in the
incurrence of additional indebtedness or the issuance of additional equity
securities which could dilute the ownership interests of existing stockholders.
International Expansion
A significant portion of the Company's operations are conducted in Canada.
The Company's operations in foreign countries, including Canada, generally are
subject to a number of risks inherent in any business operating in foreign
countries, including political, social and economic instability, general
strikes, nationalization of assets, currency restrictions and exchange rate
fluctuations, nullification, modification or renegotiation of contracts, and
governmental regulation, all of which are beyond the control of the Company. No
prediction can be made as to how existing or future foreign governmental
regulations in any jurisdiction may affect the Company in particular or the
solid waste management industry in general.
Need for Capital; Debt Financing
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. There can be no assurance that
the Company will be successful in obtaining additional capital through such debt
incurrences or issuances of additional equity securities.
The Company has historically used variable rate debt under revolving bank
credit arrangements as one method of financing its rapid growth. Although
recent financings by the Company have reduced the amount of variable rate debt
currently outstanding, the Company intends to continue to use variable rate debt
together with fixed rate financings. To the extent that variable interest rates
tend to fluctuate as general interest rates change, an increase in interest
rates could have an adverse effect on the Company's earnings in the future.
Profitability May Be Affected By Factors Beyond USA Waste's Control, Including
Competition
The waste management industry is highly competitive and requires
substantial capital resources. The industry consists of several large national
waste management companies as well as numerous local and regional companies of
varying sizes and financial resources. The Company competes with numerous waste
management companies, some of which have significantly larger operations and
greater resources than the Company. The Company also competes with those
counties and municipalities that maintain their own waste collection and
disposal operations. These counties and municipalities may have financial
advantages due to the availability to them of tax revenues and tax exempt
financing. In addition, competitors may reduce the price of their services in
an effort to expand sales volume or to win competitively bid municipal
contracts. Profitability 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.
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Capitalized Expenditures
In accordance with generally accepted accounting principles, the Company
capitalizes certain expenditures and advances relating to its acquisitions,
pending acquisitions and landfill development and expansion projects. Indirect
acquisition costs, such as executive salaries, general corporate overhead,
public affairs and other corporate services, are expensed as incurred. The
Company's policy is to charge against earnings any unamortized capitalized
expenditures and advances (net of any portion thereof that the Company estimates
will be recoverable, through sale or otherwise) relating to any operation that
is permanently shut down, any pending acquisition that is not consummated, and
any landfill development or expansion project that is not successfully
completed. There can be no assurance that the Company in future periods will
not be required to incur a charge against earnings in accordance with such
policy, which charge, depending upon the magnitude thereof, could have a
material adverse effect on the Company's results of operations, financial
condition and cash flows.
Potential Adverse Effect of Government Regulation
The Company's operations are subject to and substantially affected by
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 operations that could adversely affect
the Company's results, such as limitations on the expansion of disposal
facilities, limitations on or the banning of disposal of out-of-state waste or
certain categories of waste or mandates regarding the disposal of solid waste.
In particular, the Company is subject to extensive and evolving environmental
and land use laws and regulations, which have become increasingly stringent.
These laws and regulations affect the Company's businesses in a variety of ways.
In order to develop and operate a landfill or other solid waste management
facility, it is necessary to obtain and maintain in effect various facility
permits and other governmental approvals, including those related to zoning,
environmental and land use. These permit approvals may be time consuming and
costly to obtain and may be subject to community opposition by various local
elected officials or citizens, regulatory delays, subsequent modifications and
other uncertainties. There can be no assurance that the Company will be
successful in obtaining and maintaining in effect permits and approvals required
for the successful operation and growth of its business, including permits and
approvals required for the development of additional disposal capacity needed to
replace existing capacity that is exhausted. The design, operation and closure
of landfills are also subject to extensive federal and state regulations. These
regulations could also require the Company to undertake investigatory or
remedial activities, to curtail operations or to close a landfill temporarily or
permanently. Furthermore, future changes in these regulations may require the
Company to modify, supplement, or replace equipment or facilities at costs which
could be substantial.
Potential Environmental Liability and Limited Insurance Coverage
The Company may be subject to liability for environmental damage that its
landfills, transfer stations and collection operations may 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. 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 have a material adverse effect on the Company's results of operations and
financial condition.
In the ordinary course of its business, the Company may become involved in
a variety of legal and administrative proceedings relating to land use and
environmental laws and regulations. These may include proceedings by federal,
state or local agencies seeking to impose civil or criminal penalties on the
Company for violations of such laws and regulations, or to impose liability on
the Company under federal or state statutes, or to revoke, or deny renewal of a
permit; actions brought by citizens' groups, adjacent landowners
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or governmental entities opposing the issuance of a permit or approval to the
Company or alleging violations of the permits pursuant to which the Company
operates or laws or regulations to which the Company is subject; and actions
seeking to impose liability on the Company for any environmental damage at its
owned or operated facilities (or at facilities formerly owned by the Company or
its predecessors) or damage that those facilities or other properties may have
caused to adjacent landowners or others, including groundwater or soil
contamination. The adverse outcome of one or more of these proceedings could
have a material adverse effect on the Company's results of operations,
financial condition and cash flows.
During the ordinary course of its operations, the Company has from time to
time received, and it may in the future receive, citations or notices from
governmental authorities that its operations are not in compliance with its
permits or certain applicable environmental or land use laws and regulations.
The Company generally seeks to work with the authorities to resolve the issues
raised by such citations or notices. There can be no assurance, however, that
the Company will always be successful in this regard.
The Company's insurance for environmental liability is very limited because
the Company believes that the cost for such insurance is high relative to the
coverage it would provide. Due to the limited nature of such insurance coverage
for environmental liability, if the Company were to incur liability for
environmental damage, such liability could have a material adverse effect on the
Company's results of operations, financial condition and cash flows.
Alternatives To Landfill Disposal
Alternatives to landfill disposal, such as recycling and composting, are
increasingly being used. In addition, in certain of the Company's markets,
incineration is an alternative to landfill disposal. There also has been an
increasing trend at the state and local levels to mandate recycling and waste
reduction at the source and to prohibit the disposal of certain types of waste
at landfills, such as yard waste. These developments may result in the volume
of waste going to landfills being reduced in certain areas, which may affect the
Company's ability to operate its landfills at full capacity and the prices that
can be charged for landfill disposal services.
No Dividends
The Company has never declared or paid cash dividends on its Common Stock.
The Company currently expects to retain its earnings for its business and does
not anticipate paying dividends on its Common Stock at any time in the
foreseeable future. The decision whether to apply legally available funds to
the payment of dividends on the Common Stock will be made by the Company's Board
of Directors from time to time in the exercise of its business judgment.
Potential Effect Of Certain Anti-Takeover Provisions
Certain provisions of the Company's Restated Certificate of Incorporation
and By-laws may have the effect of making more difficult an acquisition of the
Company in a transaction that is not approved by the Company's Board of
Directors. For example, the Company's Board of Directors is given the power to
issue up to 10,000,000 shares of Preferred Stock of the Company in one or more
series, and to fix the rights and preferences as to any such series, without
further authorization of the holders of Common Stock. In addition, the Company's
Board of Directors is divided into three classes, each of which serves for a
staggered three-year term, making it more difficult for a third party to gain
control of the Company's Board of Directors. These provisions generally are
designed to permit the Company to develop its businesses and foster its long-
term growth without the disruption caused by the threat of a takeover not deemed
by the Company's Board of Directors to be in the best interests of the Company
and its stockholders. They may also have the effect of discouraging a third
party from making a tender offer or otherwise attempting to gain control of the
Company even though such an attempt might be economically beneficial to the
Company and its stockholders.
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USE OF PROCEEDS
This Prospectus relates to an offering of up to 4,961,539 Shares of Common
Stock that may be issued to Holders of the Notes upon conversion thereof
pursuant to the Indenture, as amended by the Supplemental Indenture. The Company
will not receive any cash proceeds from conversion of the Notes.
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 162,769,036 shares were outstanding at
August 12, 1997. 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 upon issuance thereof in exchange for outstanding Notes as provided in
the Indenture, as amended by the Supplemental Indenture, will be, validly
issued, fully paid, and nonassessable.
Preferred Stock
The Board of Directors is authorized, without further approval of the
stockholders, 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 stockholder 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 stockholder action for proper corporate purposes, including stock
dividends or stock splits, raising equity capital, and structuring future
corporate transactions, including acquisitions.
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Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Boston EquiServe,
L.P., Boston, Massachusetts.
Delaware Anti-Takeover Law
Section 203 of the Delaware General Corporation Law ("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 on 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 of Director'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 Company's Restated
Certificate of Incorporation nor its By-laws exclude the Company from the
restrictions imposed by Section 203.
Limitation of Liability and Indemnification of Officers and Directors
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 directors' 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. The
Company's Restated Certificate of Incorporation provides that the Company's
directors are not liable to the Company 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 the Company
the power to indemnify each officer and director of the Company against
liabilities and expenses incurred by reason of the fact that he is or was an
officer or director of the Company 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 Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The By-laws of the Company provide for
indemnification of each officer and director of the Company to the fullest
extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law also empowers the
Company to purchase and maintain insurance on behalf of any person who is or was
an officer or director of the Company against liability asserted against or
incurred by him in any such capacity, whether or not the Company would have the
power to indemnify such officer or director against such liability under the
provisions of Section 145. The Company has purchased and maintains a directors'
and officers' liability policy for such purposes.
-13-
<PAGE>
The Company 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
Company), 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 Company or serving at the
request of the Company as a director, officer, employee, fiduciary or
representative or another enterprise. Such Indemnification Agreements also
provide that the Company, 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
-14-
<PAGE>
MANNER OF OFFERING
This Prospectus relates to an offering by USA Waste of up to 4,961,539
shares of Common Stock issuable to holders of Notes upon the conversion thereof
pursuant to the Indenture, as amended by the Supplemental Indenture. The Notes
are convertible into shares of Common Stock of USA Waste at any time from and
after the date of consummation of the Merger and prior to the close of business
on the maturity date, unless previously redeemed or repurchased, at a conversion
price of $30.2325581396 per share (equivalent to a conversion rate of
33.0769230768 shares per $1,000 principal amount of Notes), subject to
adjustment in certain events. The Company will not receive any cash proceeds
from conversion of the Notes.
-15-
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the Shares have been passed upon
for the Company by McDermott, Will & Emery, Chicago, Illinois.
EXPERTS
The consolidated balance sheets of USA Waste as of December 31, 1996 and
1995 and the consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended December 31, 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.
-16-
<PAGE>
- --------------------------------------------------------------------------------
4,961,539 Shares
USA WASTE SERVICES, INC.
COMMON STOCK
____________________
PROSPECTUS
____________________
August , 1997
- --------------------------------------------------------------------------------
<PAGE>
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.
Securities and Exchange Commission fee................ $ 60,652
Printing expenses..................................... 25,000*
Accountants' fees and expenses........................ 10,000*
Legal fees and expenses............................... 10,000*
Miscellaneous......................................... 4,348*
Total........................................... $110,000
=============
* Estimated.
ITEM 15. 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 directors'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. The
Company's Restated Certificate of Incorporation provides that the Company's
directors are not liable to the Company 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 the Company
the power to indemnify each officer and director of the Company against
liabilities and expenses incurred by reason of the fact that he is or was an
officer or director of the Company 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 Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The By-laws of the Company provide for
indemnification of each officer and director of the Company to the fullest
extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law also empowers the
Company to purchase and maintain insurance on behalf of any person who is or was
an officer or director of the Company against liability asserted against or
incurred by him in any such capacity, whether or not the Company would have the
power to indemnify such officer or director against such liability under the
provisions of Section 145. The Company has purchased and maintains a directors'
and officers' liability policy for such purposes.
The Company 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
Company), suit or proceeding
II-1
<PAGE>
(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 Company or serving at the request of the
Company as a director, officer, employee, fiduciary or representative or another
enterprise. Such Indemnification Agreements also provide that the Company, 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 and Exhibit
4.1 Restated Certificate of Incorporation of the Company (Incorporated by
reference to Exhibit 3.1 to Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-4 (File No. 33-60103)).
4.2 Amendment to Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.1(a) to the Company's Quarterly
Report on Form 10-Q for the three months ended March 31, 1996.)
4.3 Conformed Copy of Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.1(b) to the Company's Quarterly
Report on Form 10-Q for the three months ended March 31, 1996).
4.4 By-laws of the Company (Incorporated by reference to Exhibit 3.2 to the
Post-Effective Amendment No. 1 to the Company's Registration Statement on
Form S-4 (File No. 33-60103))
4.5 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.3
to the Company's Registration Statement on Form S-3, File No. 33-76224).
5.1 Opinion of McDermott, Will & Emery as to the legality of the securities
being registered.
23.1 Consent of McDermott, Will & Emery (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Coopers & Lybrand, Chartered Accountants
24.1 Powers of Attorney (included on signature page)
ITEM 17. 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:
II-2
<PAGE>
(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 of 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) 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 for 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 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 Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
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 on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 18th day of
August, 1997.
USA Waste Services, Inc.
By: /s/ JOHN E. DRURY
----------------------
John E. Drury,
Chairman of the Board and
Chief Executive Officer
USA WASTE SERVICES, INC.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John E. Drury, Earl E. DeFrates and Gregory T.
Sangalis and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign, execute and file this
registration statement under the Securities Act and any and all amendments
(including, without limitation, post-effective amendments and any amendment or
amendments or additional registration statements filed pursuant to Rule 462
under the Securities Act increasing the amount of securities for which
registration is being sought) to this registration statement, and to file the
same, with all exhibits thereto, and all other documents in statements, notices
or other documents necessary or advisable to comply with the applicable state
securities laws, and to file the same, together with other documents in
connection therewith, with the appropriate state securities authorities,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
II-4
<PAGE>
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 AUGUST 18, 1997.
Signature Title
--------- -----
/s/JOHN E. DRURY Chairman of the Board and Chief Executive
- ----------------------------- Officer (principal executive officer)
John E. Drury
/s/RODNEY R. PROTO President, Chief Operating Officer and
- ----------------------------- Director
Rodney R. Proto
/s/EARL E. DEFRATES Executive Vice President and Chief
- ----------------------------- Financial Officer
Earl E. DeFrates (principal financial officer)
/s/BRUCE E. SNYDER Vice President and Chief Accounting Officer
- ----------------------------- (principal accounting officer)
Bruce E. Snyder
/s/RALPH E. COX Director
- -----------------------------
Ralph F. Cox
/s/RICHARD J. HECKMAN Director
- -----------------------------
Richard J. Heckman
/s/LARRY J. MARTIN Director
- -----------------------------
Larry J. Martin
/s/WILLIAM E. MOFFETT Director
- -----------------------------
William E. Moffett
/s/DONALD F. MOOREHEAD, JR. Director
- -----------------------------
Donald F. Moorehead, Jr.
/s/ALEXANDER W. RANGOS Director
- -----------------------------
Alexander W. Rangos
/s/JOHN G. RANGOS, SR. Director
- -----------------------------
John G. Rangos, Sr.
/s/KOSTI SHIRVANIAN Director
- -----------------------------
Kosti Shirvanian
/s/DAVID SUTHERLAND-YOEST Director
- -----------------------------
David Sutherland-Yoest
/s/SAVEY TUFENKIAN Director
- -----------------------------
Savey Tufenkian
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
5.1 Opinion of McDermott, Will & Emery
23.1 Consent of McDermott, Will & Emery (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Coopers & Lybrand, Chartered Accountants
24.1 Powers of Attorney (included on Signature Page)
<PAGE>
[MW&E LETTERHEAD]
EXHIBIT 5.1
August 18, 1997
USA Waste Services, Inc.
First City Tower
1001 Fannin, Suite 4000
Houston, Texas 77002
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with the above-referenced
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), for the registration of 4,961,539 shares (the "Shares")
of the Common Stock, par value $.01 per share (the "Common Stock"), of USA Waste
Services, Inc., a Delaware corporation ("USA Waste").
We have acted as special counsel to USA Waste in connection with the
proposed merger (the "Merger") of Riviera Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of USA Waste ("Acquisition") with and
into United Waste Systems, Inc., a Delaware corporation ("United"), pursuant to
an Agreement and Plan of Merger, dated as of April 13, 1997, by and among USA
Waste, Riviera and United (the "Merger Agreement"). Pursuant to the Merger
Agreement and the terms of the Indenture (the "Indenture") dated as of June 5,
1996 between United and Bankers Trust Company, as trustee (the "Trustee"),
relating to the 4-1/2% Convertible Subordinated Notes due June 1, 2001 of United
(the "Notes"), USA Waste and United have agreed to execute a Supplemental
Indenture with the Trustee (the "Supplemental Indenture") to cause the Notes to
be convertible, upon consummation of the Merger, into shares of Common Stock of
USA Waste.
In arriving at the opinion expressed below, we have examined the
Registration Statement, the Indenture, the Supplemental Indenture, the
Restated Certificate of Incorporation of USA Waste, as amended, the Bylaws of
USA Waste and such other
<PAGE>
USA Waste Services, Inc.
August 18, 1997
Page 2
documents as we have deemed necessary to enable us to express the opinion
hereinafter set forth. In addition, we have examined and relied, to the extent
we deemed proper, on certificates of officers of USA Waste as to factual
matters, and on originals or copies certified or otherwise identified to our
satisfaction, of all such corporate records of USA Waste and such other
instruments and certificates of public officials and other persons as we have
deemed appropriate. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to us as copies, the genuineness of all signatures on
documents reviewed by us and the legal capacity of natural persons.
We express no opinion as to the applicability of, compliance with or
effect of, the law of any jurisdiction other than the General Corporation Law of
the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued upon conversion of the Notes will when issued in accordance
with the terms of the Indenture, as supplemented and amended by the Supplemental
Indenture, be validly issued, fully paid and non-assessable.
We hereby consent to the references to our firm under the caption "Legal
Matters" in the Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ McDermott, Will & Emery
-----------------------------
McDermott, Will & Emery
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 relating to the registration of 4,961,539 shares of common
stock, $.01 par vaue, of our report dated March 21,1997, on our audits of the
consolidated financial statements of USA Waste Services, Inc. and subsidiaries.
We also consent to the reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
Houston, Texas
August 18, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3, relating to the registration of 4,961,539 shares of common stock,
$.01 par value, of our report dated October 16, 1996, (except for Notes 1 and 8
which are as at January 15, 1997), on our audit of the combined financial
statements of Laidlaw Solid Waste Management Group - Canadian Operations.
Coopers & Lybrand
Chartered Accountants
Hamilton, Canada
August 18, 1997
