AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIED WASTE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 4953 88-0228636
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)
7201 E. CAMELBACK ROAD, SUITE 375
SCOTTSDALE, ARIZONA 85251
(602) 423-2946
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
With copies to:
ROBERT G. REEDY
PORTER & HEDGES, L.L.P.
700 LOUISIANA, SUITE 3500
HOUSTON, TEXAS 77002
(713) 226-0600
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
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, please check the following box. [X]
If any of the securities being registered on this form are to be offered in
connection with the termination of a holding company and there is compliance
with General Instruction G, check the following box [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
=
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Each Class of Amount to Price Per Offering Registration
Securities to be be registered (1) Share (1) Price (1) Fee (1)
Registered
________________________________________________________________________________
Common Stock, par value
$.01 per share 10,000,000 $9.00 $90,000,000 $31,035
================================================================================
(1) Pursuant to Rule 457(c), the registration fee is calculated based on the
average of the high and low prices for the Common Stock, as reported on The
Nasdaq National Market on May 8, 1996.
___________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PURSUANT TO THE PROVISIONS OF RULE 429 OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE PROSPECTUS CONTAINED IN THIS REGISTRATION STATEMENT ALSO RELATES TO
7,000,000 SHARES OF COMMON STOCK COVERED BY THE REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-1 (REG. NO. 33-93866). THE REGISTRATION FEES WITH RESPECT
THERETO WERE PREVIOUSLY PAID.
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<PAGE>
ALLIED WASTE INDUSTRIES, INC.
CROSS-REFERENCE SHEET PURSUANT TO RULE 501(B) OF REGULATION S-K
Item
Number Form S-1 Caption Location in Prospectus
1. Forepart of Registration Statement and Outside Facing Page, Outside
Front Cover Page of Prospectus Front Cover of
Prospectus
2. Inside Front and Outside Insider Front Cover
Cover Pages Prospectus Pages of Prospectus
3. Risk Factors, Ratio of Earnings to Fixed Risk Factors; The
Charges and Other Information Company; Acquisition
Terms
4. Terms of the Transaction Acquisition Terms
5. Pro Forma Financial Information Acquisition Terms
6. Material Contracts with the Company Acquisition Terms
Being Acquired
7. Additional Information Required for Not Applicable
Reoffering by Persons and Parties
Deemed to be Underwriters
8. Interests of Named Experts and Counsel; Experts; Legal Matters
9. Disclosure of Commission Position on Indemnification of
Indemnification for Securities Act Liabilities Directors
10. Information with Respect to S-3 Registrants Not Applicable
11. Incorporation of Certain Information by Incorporation of Certain
Reference Documents by Reference
12. Incorporation with Respect to S-2 or Not Applicable
S-3 Registrants
13. Incorporation of Certain Information Not Applicable
by Reference
14. Information with Respect to Registrants Not Applicable
Other than S-3 or S-2 Registrants
15. Information with Respect to S-E Not Applicable
Companies
16. Information with Respect to S-2 or Not Applicable
S-3 Companies
17. Information with Respect to Not Applicable
Companies Other than S-2 or
S-3 Companies
18. Information if Proxies, Consents or Not Applicable
Authorizations are to be
Solicited or in an Exchange Offer
19. Information if Proxies, Consents or Not Applicable
Authorization are not to be
Solicited or in an Exchange Offer
<PAGE>
17,000,000 SHARES
ALLIED WASTE INDUSTRIES, INC.
COMMON STOCK
This Prospectus covers shares of common stock, par value $.01 per share
(the "Common Stock"), that may be issued from time to time in the future by
Allied Waste Industries, Inc. (the "Company") on the completion of acquisitions
of assets, businesses or securities, or on the payment of dividends on or
conversion of shares of preferred stock or the conversion of or payment of
interest on convertible notes issued in connection with such acquisitions of
other businesses or properties.
It is expected that the terms of acquisitions involving the issuance of the
shares of Common Stock covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the assets, businesses or
securities to be acquired, and that the shares of Common Stock issued will be
valued at prices reasonably related to the market price of the Common Stock
either at the time an agreement is entered into concerning the terms of the
acquisition or at or about the time the shares are delivered. No underwriting
discounts or commissions will be paid, although finder's fees may be paid
in connection with certain acquisitions. Any person receiving such fees may be
deemed to be an "underwriter" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any profit on the resale of shares of
Common Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
The last reported sale price for the Common Stock on The Nasdaq Stock
Market's National Market (Symbol: "AWIN") on May 8, 1996 was $9.125 per share.
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVED CERTAIN RISKS.
SEE "RISK FACTORS" WHICH BEGINS ON PAGE 3 OF THIS PROSPECTUS.
_________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE 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 May , 1996
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
Available Information 2
Incorporation of Certain Documents By Reference 3
The Company 3
Risk Factors 3
Acquisition Terms 7
Indemnification of Directors 7
Legal Matters 7
Experts 7
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
statements and other information may be inspected and copied at the public
reference facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C., and at the Commission's regional offices at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511 and World Trade Center, 13th Floor, New York, New York 10007. The Common
Stock is listed on The Nasdaq National Market, and material filed by the Company
can be inspected at the offices of Nasdaq at 1735 K Street, N.W., Washington,
D.C. 20006. Copies of such material may also be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on Form
S-1 (Reg. No. 33-93866) and a Registration Statement on Form S-4 (Reg. No 333-
_______), including any amendments thereto, under the Securities Act of 1933,
with respect to the shares of Common Stock offered hereby (the "Registration
Statements"). This Prospectus does not contain all the information set forth in
the Registration Statements and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock, reference is made
to the Registration Statements and the exhibits and schedules filed as a part
thereof. Statements made in this Prospectus as to the contents of any contract
or any other document referred to are not necessarily complete, and, in each
instance, reference is made to the copy of such contract or document filed as an
exhibit to the Registration Statements. Each such statement is qualified in all
respects by reference to such exhibit. The Registration Statements, including
exhibits and schedules thereto, are on file at the offices of the Commission and
may be inspected without charge. Copies of such material may be obtained from
the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST FROM ALLIED WASTE INDUSTRIES, INC., 7201 E. CAMELBACK ROAD, #375,
SCOTTSDALE, AZ 85251, ATTENTION: INVESTOR RELATIONS, TELEPHONE (602) 423-2946.
IN ORDER TO INSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE
FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE FINAL INVESTMENT DECISION MUST
BE MADE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, SUCH
SECURITIES IN ANY CIRCUMSTANCE IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference: (i) Annual Report on
Form 10-K for the year ended December 31, 1995; and (ii) all documents filed by
the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequently to the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby.
Any statement continued herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus 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 or in the Prospectus
Supplement modifies or supersedes 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
Allied Waste Industries, Inc. ("Allied" or the "Company") is a vertically
integrated solid waste management company providing non-hazardous waste
collection, transfer, recycling and disposal services to over 340,000
residential and commercial customers located primarily in the midwestern,
southwestern and southern United States. The Company currently conducts it
operations through 37 collection companies, 23 transfer stations, 8 recycling
facilities and 19 landfills located in 10 states. The Company has experienced
significant increases in revenues and operating income, due primarily to the
acquisition of over 80 solid waste businesses since the beginning of 1992. The
Company's executive offices are located at 7201 East Camelback Road, Suite 375,
Scottsdale, Arizona 85251, and its telephone number is (602) 423-2946.
RISK FACTORS
In addition to the other information contained in this Prospectus,
prospective investors should consider carefully the following risk factors in
evaluating an investment in the Company.
SIGNIFICANT LEVERAGE AND DEBT OBLIGATIONS
The Company has incurred significant debt obligations in the past two
years. In particular, in connection with financing its acquisitions and business
growth, in January 1994 the Company issued $100 million of 10 3/4% Senior
Subordinated Notes due 2004 (the "Senior Subordinated Notes"), and in March
1995, entered into an $80 million credit agreement with NatWest Bank, N.A., as
agent and lender (the "Credit Agreement"). As of March 31, 1996, the Company's
consolidated indebtedness was $179.9 million, its consolidated total assets were
$447.8 million and its stockholders' equity was $187.9 million. For the three
months ended March 31, 1996, the Company's operating income plus depreciation
and amortization ("EBITDA") was $12.9 million, and interest and dividend
obligations during this period were $5.3 million and $288,000, respectively.
The Company's ability to meet its debt service obligations and to reduce its
total debt will be dependent upon its future performance, which, in turn, will
be subject to general economic conditions and to financial, business and other
factors affecting the operations of the Company, many of which are beyond the
Company's control. If the Company fails to generate sufficient cash flow to
repay its debt, the Company may be required to refinance all or a portion of its
existing debt or to obtain additional financing. There can be no assurance that
such refinancing would be possible or that any additional financing could be
obtained.
3
<PAGE>
CAPITAL REQUIREMENTS AND LIMITED WORKING CAPITAL
The Company's growth and acquisition strategy has resulted in a steady
increase in its capital requirements and such increase may continue in the
future as the Company pursues its strategy. The Company has experienced low
levels of working capital and working capital deficits in the past, and there
can be no assurance that its available working capital will be sufficient in the
future as it pursues its business strategy. At March 31, 1996, the Company had a
working capital deficit of $4.9 million, including cash and cash equivalents of
$4.3 million. For calendar year 1996, the Company expects to spend approximately
$58 million for capital expenditures, $40 million of which is expected to relate
to existing operations in order to maintain current revenue streams and $18
million of which is expected to relate to operations anticipated to result in
growth in revenue streams. As the Company continues to acquire waste
operations, additional capital amounts will be required for the acquisitions of
businesses and the capital expenditure requirements related to those acquired
businesses. If the Company fails to generate sufficient cash flow from
operations in the future, the Company could be required to adopt one or more
alternatives, such as reducing or delaying capital expenditures, refinancing all
or a portion of the Company's indebtedness, obtaining additional financing or
selling material assets or operations. There can be no assurance that any of
such actions could be effected on satisfactory terms or that they would enable
the Company to satisfy its capital requirements. In addition, the Company may
need to obtain additional financing to complete future acquisitions. There can
be no assurance that the Company will be able to secure such financing, if
necessary, on favorable terms, if at all.
LIMITED OPERATING HISTORY IN REGARD TO SIGNIFICANT ASSETS; INTEGRATION OF NEW
ACQUISITIONS
The Company has a limited operating history with regard to a significant
portion of its operations. During 1995, the Company acquired 18 companies for
approximately $45.3 million of which approximately $24.3 million of such
consideration was paid in common stock and $7.8 million was paid in seller
notes. Total annualized revenues of those operations are approximately $33
million. These amounts include one landfill acquired for approximately $9.9
million with estimated annual revenues of $3.7 million. During the first quarter
of 1996, the Company acquired nine companies with total annualized revenues of
approximately $17 million, for approximately $23.4 million of which
approximately $14.7 million of such consideration was paid in common stock and
approximately $8.7 million was paid in cash and notes. The financial position
and results of operations of the Company will depend to a large extent on the
Company's ability to integrate these acquired operations effectively and to
realize expected efficiencies and economies of scale. There can be no assurance
that the Company's efforts to integrate these acquired operations will be
effective, or that expected efficiencies and economies of scale will be
realized. Failure to effectively integrate acquired operations could have an
adverse effect on the Company's future results of operations. As the Company
continues to pursue its acquisition strategy in the future, its financial
position and results of operations may fluctuate significantly from period to
period.
RISKS ASSOCIATED WITH A STRATEGY OF ACQUISITIONS; POTENTIAL DIFFICULTY IN
OBTAINING SUITABLE LANDFILLS, COLLECTION OPERATIONS, TRANSFER STATIONS AND
PERMITS
The Company's acquisition strategy depends on its ability to identify and
acquire appropriate landfills, collection operations and transfer stations.
There can be no assurance that the Company will be able to locate appropriate
acquisition candidates, that any identified candidates will be acquired or that
acquired operations will be integrated effectively or prove profitable.
Completion of acquisitions requires the expenditure of sizeable amounts of
capital and the competition among companies pursuing an acquisition strategy may
increase capital requirements. The Company could be forced to alter its strategy
in the future if such candidates become unavailable or too costly. In addition,
obtaining permits to operate non-hazardous waste landfills has become
increasingly difficult and expensive, often taking a number of years to obtain,
requiring numerous hearings and compliance with zoning, environmental and other
regulatory measures, and often being subject to resistance from citizen or other
groups. There can be no assurance that the Company will be successful in
obtaining the permits it requires, and an inability to receive such permits
could have an adverse effect on the Company's future results of operations. See
"Cost of Compliance with Environmental Regulations; Risk of Future Litigation."
In some areas, suitable land may be unavailable for new landfill sites. There
can be no assurance that the Company will be successful in obtaining new
landfill sites or expanding the permitted capacity of its current landfills once
its landfill capacity has been consumed. In such event, the Company could be
forced to dispose of collected waste at landfills operated by its competitors,
which could have an adverse effect on the Company's landfill revenues and
collection expenses.
4
<PAGE>
POTENTIAL UNDISCLOSED LIABILITIES ASSOCIATED WITH ACQUISITIONS
In connection with any acquisition made by the Company, there may be
liabilities that the Company fails or is unable to discover, including
liabilities arising from non- compliance with environmental laws by prior
owners, and for which the Company, as a successor owner, may be responsible.
COST OF COMPLIANCE WITH ENVIRONMENTAL REGULATIONS; RISK OF FUTURE LITIGATION
The scope and stringency of federal and state laws and regulations designed
to protect the environment have increased dramatically. Compliance with the
evolving and expanding regulatory requirements, including the adoption in
October 1991 of Subtitle D regulations ("Subtitle D") pursuant to the Resource
Conservation and Recovery Act of 1976, as amended ("RCRA"), has been and will
continue to be costly. Rigorous regulatory standards require waste management
companies to enhance or replace equipment and to modify landfill operations or,
in some cases, to close landfills. There can be no assurance that the Company
will be able to implement price increases sufficient to offset the cost of
complying with these standards. In addition, environmental regulatory changes
could accelerate expenditures for closure and post-closure monitoring at solid
waste facilities and obligate the Company to spend sums in addition to those
presently reserved for such purposes. These factors could increase substantially
the Company's operating costs as well as the possibility of the impairment of
the Company's investment in its facilities.
In addition to the costs of complying with environmental regulations, the
Company will continue to be involved in legal proceedings in the ordinary course
of business. Government agencies may seek to impose fines on the Company for
alleged failure to comply with laws and regulations or to revoke or to deny the
renewal of, the Company's permits and licenses. In addition, governmental
agencies, as well as surrounding landowners, may assert claims against the
Company alleging environmental damage or violations of permits and licenses
pursuant to which the Company operates. Citizens' groups have become
increasingly active in challenging the grant or renewal of permits and licenses,
and responding to such challenges has further increased the costs associated
with permitting new facilities or expanding current facilities. A significant
judgment against the Company, the loss of a significant permit or license or the
imposition of a significant fine could have a material adverse effect on the
Company's financial condition.
Certain of the Company's waste disposal operations traverse state
boundaries. Such operations could be adversely affected if the federal
government or a state in which a landfill is located limits or prohibits,
imposes discriminatory fees on, or otherwise seeks to discourage disposal,
within state boundaries, of waste collected outside of the state. Proposed
federal legislation (passed by the U.S. Senate in May 1995 but still pending in
the U.S. House of Representatives) would allow individual states to prohibit the
disposal of out-of-state waste or to limit the amount of out-of-state waste that
could be imported for disposal and would require states, under certain
circumstances, to reduce the amount of waste exported to other states. If this
or similar legislation is enacted, states in which the Company operates
landfills could act to limit or prohibit the importation of out-of-state waste.
Such state actions could adversely affect landfills within those states that
receive a significant portion of waste originating from out-of- state.
HAZARDOUS SUBSTANCES LIABILITY
The Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA"), has been interpreted to impose strict, joint and
several liability on current and former owners or operators of facilities at
which there has been a release or a threatened release of a "hazardous
substance" and on persons who generate, transport or arrange for the disposal of
such substances at the facility. Hundreds of substances are defined as
"hazardous" under CERCLA and their presence, even in minute amounts, can result
in substantial liability. The statute provides for the remediation of
contaminated facilities and imposes costs on the responsible parties. The
expense of conducting such a cleanup can be significant. Notwithstanding its
efforts to comply with applicable regulations and to avoid transporting and
receiving hazardous substances, such substances may be present in waste
collected by the Company or disposed of in its landfills, or in waste collected,
transported or disposed of in the past by acquired companies. As used in this
Prospectus, "non-hazardous waste" means substances, including asbestos, that are
not defined as hazardous wastes under federal regulations.
5
<PAGE>
POTENTIAL UNINSURED OR UNDERINSURED ENVIRONMENTAL LIABILITIES
There can be no assurance that the Company's environmental impairment
insurance will provide sufficient coverage in the event an environmental claim
were made against the Company. An uninsured or underinsured claim of sufficient
magnitude could have a material adverse effect on the Company's financial
condition.
RISK OF COMPETITION FROM OTHER COMPANIES AND MUNICIPALITIES; LANDFILL
ALTERNATIVES
The non-hazardous waste industry is led by four large national waste
management companies and includes numerous regional and local companies, all of
which contribute to the high level of competition that characterizes the
industry. Several of these companies have considerably greater financial and
operational resources than the Company. In addition, cities and counties that
operate their own waste collection and disposal facilities often enjoy the
benefits of tax-exempt financing and may control the disposal of waste collected
within their jurisdictions.
Alternatives to landfill disposal, such as recycling and composting, are
increasingly being used, and incineration continues to be utilized in some
markets in which the Company operates. There has also been an increasing trend
at the state and local levels to mandate waste reduction at the source and to
prohibit the disposal of certain types of wastes, such as yard wastes, at
landfills. Such trend may result in a reduction in the volume of waste going to
landfills in certain areas, which may affect the Company's ability to operate
its landfills at their full capacity and/or affect the prices that can be
charged for landfill disposal services. In addition, most of the states in which
the Company operates landfills have adopted plans or requirements that set goals
for specified percentages of certain solid waste items to be recycled. These
recycling goals will be phased in over the next few years.
IMPACT OF ADVERSE WEATHER CONDITIONS
The Company believes that its collection and landfill operations can be
adversely affected by protracted periods of inclement weather, which could delay
the development of landfill capacity or the transfer of waste and/or reduce the
volume of waste generated. As an example, unusually heavy rains could occur and
adversely affect revenues, by hindering landfill development in areas that have
the potential to flood, causing the diversion of internally collected waste to
third-party landfills and reducing the amount of third-party waste transported
to the Company's landfills. There can be no assurance that protracted periods of
inclement weather will not have a material adverse effect on the Company's
future results of operations.
RELIANCE ON MANAGEMENT
The Company relies significantly on the services of its senior management
team. The Company could be adversely affected if any member of the senior
management team were unwilling or unable to continue in the Company's employ. As
the Company completes future acquisitions, it will need to expand the staff in
its executive offices to support the new operations. There can be no assurance
that the Company will be successful in hiring or retaining qualified personnel
to meet this demand.
POSSIBLE INCREASE IN SHARES ELIGIBLE FOR FUTURE SALE
As of April 30, 1996, approximately 12,429,195 outstanding shares of Common
Stock, and 9,626,685 shares of Common Stock issuable on the conversion of
outstanding indebtedness and preferred stock, and the exercise of outstanding
warrants and options, will become eligible for sale in the public market at
prescribed times in the future. Moreover, a significant number of shares of
Common Stock and securities convertible into or exercisable for Common Stock is
expected to be issued in the future as the Company pursues its acquisition
strategy. Sales of significant amounts of Common Stock in the public market
following this offering could adversely affect prevailing market prices for the
Common Stock.
6
<PAGE>
ACQUISITION TERMS
This Prospectus covers shares of Common Stock, that may be issued from time
to time in the future by the Company on the completion of acquisitions of
assets, businesses or securities or on the payment of dividends on or conversion
of shares of preferred stock or convertible notes issued in connection with such
acquisitions.
It is expected that the terms of acquisitions involving the issuance of
the shares of Common Stock covered by this Prospectus will be determined by
direct negotiations with the owners or controlling persons of the assets,
businesses or securities to be acquired, and that the shares of Common Stock
issued will be valued at prices reasonably related to the market price of the
Common Stock either at the time an agreement is entered into concerning the
terms of the acquisition or at or about the time the shares are delivered. No
underwriting discounts or commissions will be paid, although finder's fees may
be paid in connection with certain acquisitions. Any person receiving such fees
may be deemed to be an "underwriter" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any profit on the resale of shares
of Common Stock purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act.
INDEMNIFICATION OF DIRECTORS
The Company's Certificate of Incorporation and Bylaws require the Company
to indemnify its directors to the fullest extent permitted under Delaware law.
Pursuant to employment agreements entered into by the Company with its executive
officers and certain other key employees, the Company must indemnify such
officers and employees in the same manner and to the same extent that the
Company is required to indemnify its directors under the Company's Bylaws. The
Company's Certificate limits the personal liability of a director to the
corporation or its stockholders to damages for breach of the director's
fiduciary duty.
The Company has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the registrant, or that
may arise out of their status as directors or officers of the registrant,
including liability under the federal and state securities laws. The Company has
entered into indemnification agreements to indemnity its directors to the extent
permitted under Delaware law. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing provisions, the
registrant has been informed 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.
LEGAL MATTERS
Certain legal matters in connection with the shares of Common Stock offered
hereby will be passed on for the Company by Porter & Hedges, L.L.P., Houston,
Texas. Robert G. Reedy, a partner of the firm of Porter & Hedges, L.L.P., is a
director of the Company. Porter & Hedges, L.L.P. is the Company's principal
outside legal counsel. As of May 1, 1996, Mr. Reedy owns 24,045 shares of Common
Stock and holds options to purchase an additional 35,000 shares.
EXPERTS
The audited consolidated financial statements incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference in reliance upon
the authority of said firm as experts.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action. In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner be reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.
The Company's Certificate of Incorporation and Bylaws require the Company
to indemnify its directors to the fullest extent permitted under Delaware law.
Pursuant to employment agreements entered into by the Company with its executive
officers and certain other key employees, the Company must indemnify such
officers and employees in the same manner and to the same extent that the
Company is required to indemnify its directors under the Company's Bylaws. The
Company's Certificate limits the personal liability of a director to the
corporation or its stockholders to damages for breach of the director's
fiduciary duty.
The Company has not purchased insurance on behalf of its directors and
officers against certain liabilities that may be asserted against, or incurred
by, such persons in their capacities as directors or officers of the registrant,
or that may arise out of their status as directors or officers of the
registrant, including liabilities under the federal and state securities laws.
The Company has entered into indemnification agreements to indemnify its
directors to the extent permitted under Delaware law.
<PAGE>
II-1
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following is a list of all the exhibits and financial statement schedules
filed as part of the Registration Statement.
(A) EXHIBITS
EXHIBIT NO EXHIBIT
5.1** _ Opinion of Porter & Hedges, L.L.P.
23.1** _ Consent of Arthur Andersen LLP.
23.2** _ Consent of Porter & Hedges, L.L.P. (included in its
opinion filed as Exhibit 5.1 hereto).
24** _ Power of Attorney (included on the signature page to the
originally filed Registration Statement).
___________________
** Filed herewith.
(B) FINANCIAL STATEMENT SCHEDULES
Schedules are omitted since the information required to be submitted has
been included in the Consolidated Financial Statements of Allied Waste
Industries, Inc. or the notes thereto, or the required information is not
applicable.
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 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.
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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
II-2
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.
<PAGE>
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, State of
Arizona, on May 13, 1996.
ALLIED WASTE INDUSTRIES, INC.
By: /s/ H. STEVEN UTHOFF
H. Steven Uthoff
Vice President, Finance (Principal
Financial Officer)
POWER OF ATTORNEY
Each of the undersigned hereby appoints Roger A. Ramsey, Peter S. Hathaway,
and H. Steven Uthoff and each of them (with full power to act alone), as
attorney and agents for the undersigned, with full power of substitution, for
and in the name place and stead of the undersigned, to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby, with full power and authority to do and perform any and all acts and
things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on May 13, 1996.
SIGNATURE TITLE
/s/ ROGER A. RAMSEY Director, Chairman of the Board of Directors and
Roger A. Ramsey Chief Executive Officer (Principal Executive
Officer)
/s/ THOMAS H. VAN WEELDEN Director, President and Chief Operating Officer
Thomas H. Van Weelden
/s/ DANIEL J. IVAN Director, Secretary, and Executive Vice President
Daniel J. Ivan
/s/ H. STEVEN UTHOFF Vice President, Finance and Controller
H. Steven Uthoff (Principal Financial Officer)
/s/ PETER S. HATHAWAY Chief Accounting Officer (Principal Accounting
Peter S. Hathaway Officer)
/s/ NOLAN LEHMANN Director
Nolan Lehmann
/s/ ROBERT G. REEDY Director
Robert G. Reedy
/s/ ALAN B. SHEPARD Director
Alan B. Shepard
/s/ JAMES G. COULTER Director
James G. Coulter
____________________ Director
William K. Reilly
/s/ JOHN M. LEWIS Director
John M. Lewis
____________________ Director
Jeffrey A. Shaw
Porter & Hedges, L.L.P.
700 Louisiana, 35th Floor
Houston, Texas 77002
May 9, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Allied Waste Industries, Inc. - Shelf Registration Statement covering
10,000,000 Shares of Common Stock (the "Registration Statement")
Ladies and Gentlemen:
We have acted as counsel to Allied Waste Industries, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-4
under the Securities Act of 1933, as amended, of 10,000,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"). In such
capacity we have examined the Certificate of Incorporation, Bylaws and corporate
proceedings of the Company, and based upon such examination and having regard
for applicable legal principles, it is our opinion that the 10,000,000 shares
being offered and sold by the Company pursuant to the Registration Statement
will, when issued and sold as contemplated in the Registration Statement, be
validly issued, fully paid and non-assessable, outstanding shares of Common
Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters" in
the Prospectus included as part of the Registration Statement.
Very truly yours,
Porter & Hedges, L.L.P.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 26, 1996,
included in Allied Waste Industries, Inc.'s Form 10-K for the year ended
December 31, 1995, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
May 8, 1996.
