<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 1997
REGISTRATION NO. 333-30559
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ALLIED WASTE INDUSTRIES, INC.
ALLIED WASTE NORTH AMERICA, INC.
SUBSIDIARY GUARANTORS LISTED ON
SCHEDULE A HERETO
(EXACT NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
------------------------
<TABLE>
<S> <C>
ALLIED WASTE INDUSTRIES, INC. ALLIED WASTE NORTH AMERICA, INC.
DELAWARE DELAWARE
(STATE OR OTHER JURISDICTION (STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION) OF INCORPORATION OR ORGANIZATION)
88-0228636 86-0843596
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
(602) 423-2946
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
STEVE HELM
VICE PRESIDENT, LEGAL
ALLIED WASTE INDUSTRIES, INC.
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
(602) 423-2946
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
DAVID C. GOLAY
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10048
(212) 859-8000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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 the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ] ________
------------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
MAXIMUM PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED(1) REGISTERED(2)(3) PER UNIT OFFERING PRICE(4) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Allied Common Stock, $.01 par value...
Allied Preferred Stock, $.10 par
value...............................
Allied Debt Securities................
Allied Warrants.......................
Allied Guarantees of AWNA Debt
Securities(5).......................
Subsidiary Guarantees of AWNA Debt
Securities(5).......................
Allied Guarantees of Subsidiary
Guarantees(5).......................
AWNA Debt Securities..................
- ----------------------------------------------------------------------------------------------------------------------------------
Total......................... $800,000,000(6)(7) (6) $800,000,000(7)(8) $242,424(9)
==================================================================================================================================
</TABLE>
(1) Also includes such indeterminate number of shares of Allied Common Stock and
Allied Preferred Stock and amount of Allied Debt Securities and AWNA Debt
Securities and Guarantees of AWNA Debt Securities as may be issued upon
conversion of or exchange for any other Allied Preferred Stock, Allied Debt
Securities or AWNA Debt Securities that provide for conversion or exchange
into other Securities.
(2) Or, if any Allied Debt Securities or AWNA Debt Securities are issued at an
original issue discount, such greater amount as shall result in an aggregate
public offering price of $800,000.000.
(3) In U.S. dollars or the equivalent thereof in foreign currency or currency
units.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act.
(5) No separate consideration will be received for the Allied Guarantees or the
Subsidiary Guarantees of AWNA Debt Securities or the Allied Guarantees of
the Subsidiary Guarantees.
(6) Not specified as to each class of Securities to be registered pursuant to
General Instruction II.D of Form S-3.
(7) Such amount represents the aggregate principal amount of the Allied Debt
Securities and AWNA Debt Securities issued at their principal amount, the
aggregate issue price (rather than the principal amount) of any Allied Debt
Securities and AWNA Debt Securities issued at an original issue discount,
the aggregate liquidation preference of any Allied Preferred Stock, the
aggregate amount used when computing the registration fee pursuant to Rule
457(o) under the Securities Act for any Allied Common Stock, the aggregate
issue price of any Allied Warrants and the aggregate exercise price of any
Securities issuable upon the exercise of Allied Warrants.
(8) No separate consideration will be received for the Allied Debt Securities,
AWNA Debt Securities, Allied Preferred Stock or the Allied Common Stock
issuable upon conversion of Allied Debt Securities, AWNA Debt Securities or
Allied Preferred Stock.
(9) Previously paid.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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.
================================================================================
<PAGE> 3
SCHEDULE A
SUBSIDIARY GUARANTORS
A AND W DISPOSAL SERVICE, INC.
AAWI, INC.
ACME SCAVENGER SERVICE, INC.
AEGIS OF BRUNSWICK COUNTY, INC.
ALLIED ENVIRO ENGINEERING, INC. (TEX. CORP.)
ALLIED ENVIROENGINEERING, INC. (DEL. CORP.)
ALLIED WASTE ALABAMA, INC.
ALLIED WASTE HAULING OF GEORGIA, INC.
ALLIED WASTE INDUSTRIES (ARIZONA), INC.
ALLIED WASTE INDUSTRIES (COLORADO), INC.
ALLIED WASTE INDUSTRIES (MIDWEST), INC.
ALLIED WASTE INDUSTRIES (MISSOURI), INC.
ALLIED WASTE INDUSTRIES (NEW MEXICO), INC.
ALLIED WASTE INDUSTRIES (SOUTHWEST), INC.
ALLIED WASTE INDUSTRIES OF ALAMOSA, INC.
ALLIED WASTE INDUSTRIES OF GEORGIA, INC.
ALLIED WASTE INDUSTRIES OF ILLINOIS, INC.
ALLIED WASTE INDUSTRIES OF INDIANA, INC.
ALLIED WASTE INDUSTRIES OF NORTHWEST INDIANA, INC.
ALLIED WASTE INDUSTRIES OF PLYMOUTH, INC.
ALLIED WASTE INDUSTRIES OF TENNESSEE, INC.
ALLIED WASTE INDUSTRIES OF VIRGINIA, INC.
ALLIED WASTE INDUSTRIES OF WYOMING, INC.
ALLIED WASTE OF CALIFORNIA, INC.
ALLIED WASTE SERVICES, INC.
ALLIED WASTE SYSTEMS, INC. (DEL. CORP.)
ALLIED WASTE SYSTEMS, INC. (ILL. CORP.)
APACHE JUNCTION LANDFILL CORPORATION
AUTOSHRED, INC.
AWIN FINANCE COMPANY, INC.
BEST DISPOSAL SERVICES, INC.
BLUFF TRASH SERVICE, INC.
BRICKYARD DISPOSAL & RECYCLING, INC.
BULLDOG JOHNNY, INC.
CARDINAL RIDGE DEVELOPMENT, INC.
CASS COUNTY DISPOSAL, INC.
CATPAC TWO, INC.
CHUCK'S DISPOSAL SERVICE, INC.
CITIWASTE, INC.
CITY GARBAGE, INC.
CLAYCO SANITATION COMPANY
COMMUNITY REFUSE DISPOSAL, INC.
CONSOLIDATED PROCESSING, INC.
CONTAINER CORPORATION OF CAROLINA
CRX, INC.
DEMPSEY WASTE SYSTEMS, INC.
DOPHEIDE SANITARY SERVICE, INC.
DUCKETT DISPOSAL, INC.
DUKE REFUSE DISPOSAL, INC.
ENVIRONMENTAL CONTROL, INC.
ENVIRONMENTAL DEVELOPMENT CORP.
ENVIRONMENTAL RECLAMATION COMPANY
EOS ENVIRONMENTAL, INC.
HAUL-ALL SANITATION, INC.
ILLIANA DISPOSAL SERVICE, INC.
ILLINOIS DEVELOPMENT CORPORATION
ILLINOIS LANDFILL, INC.
JOHN SPOT PORTABLE SERVICES, INC.
JOHNNY ON THE SPOT--PORTABLE TOILETS, INC.
K&H DISPOSAL, INC.
L&M DISPOSAL, INC.
LAIDLAW GAS RECOVERY CORPORATION II, INC.
LAIDLAW GAS RECOVERY CORPORATION, INC.
LAIDLAW GAS RECOVERY SYSTEMS, INC.
LAIDLAW WASTE SYSTEMS (ADRIAN) INC.
LAIDLAW WASTE SYSTEMS (BELLEFONTAINE) INC.
LAIDLAW WASTE SYSTEMS (BELLEVILLE) INC.
LAIDLAW WASTE SYSTEMS (BRIDGETON) INC.
LAIDLAW WASTE SYSTEMS (CELINA) INC.
LAIDLAW WASTE SYSTEMS (CHIQUITA) INC.
LAIDLAW WASTE SYTSTEMS (COLORADO) INC.
LAIDLAW WASTE SYSTEMS (DALLAS) INC.
LAIDLAW WASTE SYSTEMS (FORT WORTH) INC.
LAIDLAW WASTE SYSTEMS (HOUSTON) INC.
LAIDLAW WASTE SYSTEMS (JEFFERSON CITY) INC.
LAIDLAW WASTE SYSTEMS (KANSAS CITY) INC.
LAIDLAW WASTE SYSTEMS (MADISON) INC.
LAIDLAW WASTE SYSTEMS (MICHIGAN) INC.
LAIDLAW WASTE SYSTEMS (OKLAHOMA CITY) INC.
LAIDLAW WASTE SYSTEMS (TEXAS) INC.
LAIDLAW WASTE SYSTEMS (VALLEY VIEW) INC.
LAIDLAW WASTE SYSTEMS HOLDINGS, INC.
LAIDLAW WASTE SYSTEMS, INC.
LEE COUNTY LANDFILL, INC.
LEMONS LANDFILL CORPORATION
LEMONS WASTE SYSTEMS, INC.
MIDWEST LAND DEVELOPMENT CORP.
MIDWEST LANDFILL CORPORATION
MIDWEST WASTE, INC.
MIDWEST WASTE INDUSTRIAL, INC.
MIDWEST WASTE RDF, INC.
MR. POTTY, INC.
NATIONAL WASTE INDUSTRIES, INC.
NATIONAL WASTE SERVICES, INC.
NEWTON COUNTY DEVELOPMENT CORP.
NORTH AMERICAN RECYCLING, INC.
OOMS BROS. DISPOSAL SERVICE, INC.
ORGANIZED SANITARY COLLECTORS AND RECYCLERS, INC.
OSCAR'S COLLECTION SYSTEMS OF FREMONT, INC.
OZARK FOOTHILLS REGIONAL RECYCLING FACILITY, INC.
PEN-ROB, INC.
PETER LANING SONS, INC.
PINAL COUNTY LANDFILL CORP.
POPLAR BLUFF CONSTRUCTION AND DEVELOPMENT COMPANY, INC.
POST DISPOSAL SERVICE, INC.
R. 18, INC.
RCS, INC.
SANCO, INC.
SANICO, INC.
SANITARY WASTE SERVICES, INC.
SELAS ENTERPRISES LTD.
SERVICE WASTE, INC.
SOUTH HOLLAND SCAVENGER SERVICE, INC.
SOUTH SUBURBAN DISPOSAL, INC.
SOUTHERN STATES ENVIRONMENTAL SERVICES, INC.
SOUTHWEST DISPOSAL SERVICE, INC.
STREATOR AREA LANDFILL, INC.
SUN SERVICES & LIQUID WASTE REMOVAL, INC.
SUPERIOR SCAVENGER, INC.
SUPER SERVICES WASTE MANAGEMENT, INC.
T. AND W. DISPOSAL COMPANY, INC.
TRICIL (N.Y.), INC.
UPPER ROCK ISLAND COUNTY LANDFILL, INC.
USI/HUSTLERS, INC.
VAN WEELDEN BROTHERS, INC.
VERMILION WASTE SYSTEMS, INC.
W. J. FLYTE CORPORATION
WASTEHAUL, INC.
WAYNE DISPOSAL - CANTON, INC.
WAYNE DISPOSAL - OAKLAND, INC.
WILLEY ENTERPRISES, INC.
WILLIAMS COUNTY LANDFILL, INC.
<PAGE> 4
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED AUGUST 19, 1997
PROSPECTUS
[ALLIED WASTE LOGO] ALLIED WASTE INDUSTRIES, INC.
COMMON STOCK, PREFERRED STOCK, DEBT SECURITIES AND WARRANTS
ALLIED WASTE NORTH AMERICA, INC.
DEBT SECURITIES
PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST
UNCONDITIONALLY GUARANTEED BY
ALLIED WASTE INDUSTRIES, INC. AND SUBSIDIARY GUARANTORS
------------------------
Allied Waste Industries, Inc. ("Allied") may offer, from time to time,
together or separately, (i) shares of its common stock, $.01 par value (the
"Common Stock"), (ii) shares of its preferred stock, $.10 par value (the
"Preferred Stock"), (iii) debt securities (the "Allied Debt Securities"), which
may be either senior debt securities ("Senior Allied Debt Securities") or senior
subordinated debt securities ("Senior Subordinated Allied Debt Securities"),
consisting of debentures, notes and other secured or unsecured evidences of
indebtedness in one or more series, and (iv) warrants to purchase Common Stock,
Preferred Stock or Debt Securities of Allied as shall be designated by Allied at
the time of the offering (the "Warrants"), in each case, in amounts, at prices
and on the terms to be determined at the time of the offering.
Allied holds substantially all of its assets and conducts substantially all
of its operations through its wholly owned subsidiary Allied Waste North
America, Inc. ("AWNA") and AWNA's subsidiaries. AWNA may offer, from time to
time, debt securities (the "AWNA Debt Securities", and together with the Allied
Debt Securities, the "Debt Securities"), which may be either senior debt
securities ("Senior AWNA Debt Securities" and, together with the Senior Allied
Debt Securities, the "Senior Debt Securities") or senior subordinated debt
securities ("Senior Subordinated AWNA Debt Securities" and, together with the
Senior Subordinated Allied Debt Securities, the "Senior Subordinated Debt
Securities"), consisting of debentures, notes and other secured or unsecured
evidences of indebtedness in one or more series and which will be
unconditionally guaranteed, jointly and severally, in the case of Senior AWNA
Debt Securities, on a senior basis (the "Senior Guarantees"), and, in the case
of Senior Subordinated AWNA Debt Securities, on a senior subordinated basis (the
"Senior Subordinated Guarantees") as to payment of principal, premium, if any,
and interest by Allied and all Restricted Subsidiaries (as defined herein) of
AWNA, other than Reliant Insurance Company (the "Subsidiary Guarantors", and
together with Allied in its capacity as guarantor, the "Guarantors") in the
amounts, at prices and on the terms to be determined at the time of the
offering. The Subsidiary Guarantors' obligations under the Senior Guarantees and
Senior Subordinated Guarantees will be unconditionally guaranteed on a senior
and senior subordinated basis, respectively, by Allied (the "Allied Senior
Guarantee" and the "Allied Senior Subordinated Guarantee", respectively, and,
together with the Senior Guarantees and the Senior Subordinated Guarantees, the
"Guarantees"). The Common Stock, Preferred Stock, Debt Securities and Warrants
are collectively called the "Securities."
The Securities offered pursuant to this Prospectus may be issued in one or
more series or issuances and will have an aggregate public offering price of up
to $800,000,000 (or the equivalent thereof, based on the applicable exchange
rate at the time of sale, in one or more foreign currencies, currency units or
composite currencies as shall be designated by Allied or AWNA, as the case may
be). Certain specific terms of the particular Securities in respect of which
this Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement (the "Prospectus Supplement"), including, where applicable, (i) in
the case of Common Stock, the aggregate number of shares offered, the public
offering price and other terms of the offering and sale thereof, (ii) in the
case of Preferred Stock, the specific title, the aggregate number of shares
offered, any dividend (including the method of calculating payment of
dividends), liquidation, redemption, voting and other rights, any terms for any
conversion or exchange into securities and the public offering price and other
terms of the offering and sale thereof, (iii) in the case of Debt Securities,
the specific title, the aggregate principal amount, aggregate offering price,
the denomination, the maturity, the premium, if any, the interest rate (which
may be fixed, floating or adjustable), if any, the time and method of
calculating payment of interest, if any, the place or places where principal of,
premium, if any, and interest, if any, on such Debt Securities will be payable,
the currency in which principal of, premium, if any, and interest, if any, on
such Debt Securities will be payable, whether such Debt Securities are Senior
Debt Securities or Senior Subordinated Debt Securities, whether such Debt
Securities are secured or unsecured, and, if secured, the security and related
terms in connection therewith, any terms of redemption at the option of Allied
or AWNA, as the case may be, or repayment at the option of the holder, any
sinking fund provisions, the terms for any conversion or exchange into Common
Stock or Preferred Stock or any other special terms, and the public offering
price and the other terms of the offering and sale thereof, and (iv) in the case
of Warrants, the number and terms thereof, the duration, the purchase price, the
exercise price and a description of the securities for which each Warrant is
exercisable.
<PAGE> 5
Unless otherwise specified in a Prospectus Supplement, (i) the Senior Debt
Securities, when issued, will rank pari passu in right of payment with all other
unsubordinated obligations of Allied or AWNA, as the case may be, and will rank
senior in right of payment to all subordinated obligations of Allied or AWNA, as
the case may be, (ii) the Senior Guarantees and the Allied Senior Guarantee,
when issued, will rank pari passu in right of payment with all other
unsubordinated obligations of the Guarantors and Allied, respectively, and will
rank senior in right of payment to all subordinated obligations of the
Guarantors and Allied, respectively, (iii) the Senior Subordinated Debt
Securities, when issued, will be subordinate in right of payment to the prior
payment in full of all Senior Debt (as defined herein) of Allied or AWNA, as the
case may be, including all Senior Debt Securities of Allied or AWNA, as the case
may be, and will rank pari passu in right of payment with all other senior
subordinated obligations of Allied or AWNA, as the case may be, and (iv) the
Senior Subordinated Guarantees and the Allied Senior Subordinated Guarantee,
when issued, will be subordinate in right of payment to the prior payment in
full of all Senior Debt of the Guarantors and Allied, respectively, including,
in the case of Allied, all Senior Allied Debt Securities, and will rank pari
passu in right of payment with all other senior subordinated obligations of the
Guarantors and Allied, respectively. Holders of secured obligations of Allied,
AWNA and the Guarantors, including secured Allied Debt Securities, secured AWNA
Debt Securities and secured Guarantees, respectively, will, however, have claims
that are prior to the claims of holders of unsecured Allied Debt Securities,
AWNA Debt Securities and Guarantees, respectively, with respect to the assets
securing such secured obligations. Allied conducts its operations through AWNA,
which is subject, under certain of its debt instruments, to certain restrictions
on its ability to pay funds to Allied. All Allied Debt Securities and Guarantees
of Allied will effectively be subordinate in right of payment to the prior
payment in full of all indebtedness of Allied's subsidiaries, and all other
obligations and other liabilities, including trade payables, of Allied's
subsidiaries, including all AWNA Debt Securities.
The Common Stock is listed on the Nasdaq National Market tier of the Nasdaq
Stock Market under the trading symbol "AWIN." Any Common Stock sold pursuant to
a Prospectus Supplement will be listed on the Nasdaq National Market tier of the
Nasdaq Stock Market, subject to official notice of issuance.
Debt Securities of a series may be issued in registered form, in a form
registered as to principal only, or in bearer form (with or without coupons
attached), or any combination of such forms. In addition, all or a portion of
the Debt Securities may be issued in temporary or definitive global form. Debt
Securities in bearer form are offered only outside the United States to
non-United States persons and to offices located outside the United States of
certain United States financial institutions and other exempt persons.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
------------------------
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 Securities may be sold directly, through agents, underwriters or
dealers as designated from time to time, or through a combination of such
methods. If agents of Allied or AWNA, as the case may be, or any dealers or
underwriters are involved in the sale of the Securities in respect of which this
Prospectus is being delivered, the names of such agents, dealers or underwriters
will be set forth in, and any applicable commissions or discounts will be set
forth in or may be calculated from, the Prospectus Supplement with respect to
such Securities.
------------------------
The date of this Prospectus is , 1997.
<PAGE> 6
AVAILABLE INFORMATION
Allied is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). AWNA is also subject to the informational
requirements of the Exchange Act, but is not required to file separate reports,
proxy statements or other information with the Commission as long as certain
information regarding AWNA is contained in Allied's reports on Form 10-K and
10-Q. Such information is contained in Allied's Annual Report on Form 10-K and
Quarterly Report on Form 10-Q. Information as of particular dates concerning its
directors and officers and any material interest of such persons in transactions
with Allied is disclosed in proxy statements distributed to stockholders and
filed with the Commission. Such reports, proxy statements and other information
can be inspected and copied at the offices of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at its
regional offices located at Suite 1400, Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661 and Suite 1300, 7 World Trade Center, New York,
New York 10048. Copies of such materials can also be obtained from the Public
Reference Section of the Commission at its principal office in Washington, D.C.
at prescribed rates. The Commission maintains a Web site (http://www.sec.gov)
that contains reports, proxy and other information statements and other
information regarding registrants that file electronically with the Commission.
The Common Stock is listed on the National Market tier of the Nasdaq Stock
Market ("Nasdaq"). Reports, proxy material and other information concerning
securities of Allied can also be inspected at the offices of Nasdaq at 1735 K
Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of the Registration Statement on Form
S-3 (together with all amendments, schedules and exhibits thereto, the
"Registration Statement") filed by Allied, AWNA and the Subsidiary Guarantors
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus and the accompanying Prospectus Supplement
omit certain of the information contained in the Registration Statement in
accordance with the rules and regulations of the Commission. For further
information with respect to Allied, AWNA, the Subsidiary Guarantors and the
Securities, reference is made to the Registration Statement, including the
schedules and exhibits filed therewith. Statements contained in this Prospectus
as to the contents of certain documents are not necessarily complete, and, with
respect to each such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission, reference is made to the copy of the
document so filed. Each such statement is qualified in its entirety by such
reference.
2
<PAGE> 7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents of
Allied heretofore filed by it with the Commission:
1. Annual Report on Form 10-K for the year ended December 31, 1996, as
amended by Form 10-K/A-1 filed with the Commission on April 30, 1997 and
Form 10K/A-2 filed with the Commission on August 8, 1997;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
3. Quarterly Report on Form 10-Q for the quarter ended June 30, 1997,
as amended by Form 10-Q/A-1 filed with the Commission on August 18, 1997.
4. Current Reports on Form 8-K filed with the Commission on January 9,
1997, January 30, 1997 (as amended by Form 8-K/A-1 filed with the
Commission on February 14, 1997), February 19, 1997 and May 2, 1997 and
Amendment to Current Report on Form 8-K/A-4 filed with the Commission on
February 19, 1997.
5. The description of Allied's Common Stock contained in Allied's
Registration Statement on Form S-1 (No. 33-99886), including any amendments
or reports filed for the purpose of updating such description.
6. Proxy Statement dated June 10, 1997.
All documents filed by Allied pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus or any Prospectus
Supplement and prior to the termination of the offering of the Securities are
incorporated herein by reference and such documents shall be deemed to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus or
any Prospectus Supplement 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 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 or any Prospectus
Supplement.
Allied will provide without charge to each person to whom this Prospectus
or any Prospectus Supplement is delivered, on the request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus or any Prospectus Supplement incorporates).
Requests for copies of such documents should be directed to Allied Waste
Industries, Inc., 15880 North Greenway-Hayden Loop, Suite 100, Scottsdale,
Arizona 85260, telephone (602) 423-2946, Attention: Investor Relations.
USE OF PROCEEDS
Except as may be otherwise stated in any Prospectus Supplement, Allied
and/or AWNA intend to use the net proceeds from the sale of the Securities for
general corporate purposes, which may include, among other things, strategic
acquisitions, refinancing of indebtedness, working capital, capital expenditures
and repurchases and redemptions of securities. Allied and AWNA have not
allocated a specific portion of the net proceeds for any particular use at this
time. Specific information concerning the use of proceeds from any sale of
Securities will be included in the Prospectus Supplement relating to such
Securities.
3
<PAGE> 8
RISK FACTORS
In addition to the other information in this Prospectus and any applicable
Prospectus Supplement, the following factors and the factors set forth in the
applicable Prospectus Supplement should be considered carefully in evaluating an
investment in the Securities. To the extent that any risk factor contained in
any Prospectus Supplement conflicts with or supercedes any risk factor contained
in this Prospectus, the risk factor in such Prospectus Supplement shall control.
RISKS ASSOCIATED WITH ALLIED'S STRATEGY; POTENTIAL DIFFICULTY IN OBTAINING
SUITABLE LANDFILLS, COLLECTION OPERATIONS, TRANSFER STATIONS AND PERMITS
Allied's strategy depends on its ability to identify and acquire
appropriate landfills, collection operations and transfer stations. There can be
no assurance that Allied 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 an
acquisition requires the expenditure of sizable amounts of capital and the
competition among companies pursuing an acquisition strategy may increase
capital requirements. Allied 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 solid 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 Allied will be successful in obtaining the
permits it requires, and an inability to receive such permits could have an
adverse effect on Allied's future results of operations. In some areas, suitable
land may be unavailable for new landfill sites. There can be no assurance that
Allied 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, Allied could be forced to dispose of collected waste at
landfills operated by its competitors, which could have an adverse effect on
Allied's landfill revenues and collection expenses.
LIMITED OPERATING HISTORY IN REGARD TO ACQUIRED BUSINESSES
Allied has a limited operating history with regard to a significant portion
of its operations. During 1996, Allied acquired 21 companies, excluding the
Laidlaw Acquired Businesses (as defined below), which collectively comprised
approximately $78.8 million or 31.9% of Allied's revenue in 1996. In December
1996, Allied acquired (the "Laidlaw Acquisition") substantially all of the
non-hazardous solid waste management businesses conducted by Laidlaw Inc.
("Laidlaw") in the United States and Canada. The businesses acquired from
Laidlaw (on a pro forma basis after giving effect to the sale by Allied of all
of the Canadian solid waste business acquired in the Laidlaw Acquisition, the
"Laidlaw Acquired Businesses") generated revenues for the twelve months ended
November 30, 1996 of approximately $494.5 million. The revenues for the year
ended December 31, 1996 generated by the operations of Allied excluding such
Laidlaw Acquired Businesses were approximately $246.7 million.
Allied expects to continue to acquire appropriate landfills, collection
operations and transfer stations in the future. The financial position and
results of operations of Allied will depend to a large extent on Allied's
ability to integrate acquired operations effectively and to realize expected
financial benefits and operational efficiencies. There can be no assurance that
Allied's efforts to integrate acquired operations will be effective, or that
expected financial benefits and operational efficiencies will be realized.
Failure to effectively integrate acquired operations could have an adverse
effect on Allied's future results of operations. As Allied continues to pursue
its acquisitions strategy in the future, its financial position and results of
operations may fluctuate significantly from period to period.
CAPITAL REQUIREMENTS AND LIMITED WORKING CAPITAL
Allied intends to fund its cash needs through cash flow from operations and
borrowings under the Amended and Restated Bank Agreement dated June 5, 1997
among Allied, AWNA, Credit Suisse First Boston, Citibank, N.A., Goldman Sachs
Credit Partners, L.P. and the other bank lenders named therein (the
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<PAGE> 9
"Amended Bank Agreement") and its equipment lease facilities and offerings of
the Securities from time to time. Because of the capital intensive nature of the
solid waste industry, Allied may use amounts in excess of the cash generated
from operations to retire and service debt and fund acquisitions, landfill
development and capital expenditures. A substantial portion of Allied's
available cash will be required to be applied to service indebtedness, which is
expected to include approximately $203.6 million in annual principal and
interest payments. During 1997, Allied also expects to spend approximately $172
million for capital, closure and post-closure, and remediation expenditures and
has provided approximately $264.6 million in financial assurance obligations
related to its landfill operations. Amounts expended on capital expenditures and
financial assurance obligations will increase as a result of any acquisitions or
expansions of Allied's operations. As a result of these capital requirements,
Allied may periodically have low levels of working capital or be required to
finance working capital deficits.
Further regulatory action by federal, state and local governments could
accelerate expenditures for closure and post-closure monitoring and obligate
Allied to spend sums in addition to those presently reserved for such purposes.
These factors, together with the other factors discussed above, could
substantially increase Allied's operating costs and impair Allied's ability to
invest in its facilities.
Allied's ability to make scheduled payments of principal of, or to pay
interest on, or to refinance its indebtedness depends on its future performance,
which, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors beyond its control. Based
upon the current level of operations and anticipated growth, management of
Allied believes that available cash flow, together with available borrowing
under the Amended Bank Agreement, and other sources of liquidity, will be
adequate to meet Allied's anticipated future requirements for working capital,
letters-of-credit, capital expenditures and scheduled payments of principal of,
and interest on debt incurred under the Amended Bank Agreement, and interest on
AWNA's 10 1/4% Senior Subordinated Notes due 2006 (the "AWNA Notes") and,
commencing December 1, 2002, on Allied's 11.30% Senior Discount Notes due 2007
(the "Allied Notes"). However, the principal payments at maturity on the AWNA
Notes and the Allied Notes may require refinancing. There can be no assurance
that Allied's business will generate sufficient cash flow from operations or
that future financings will be available in an amount sufficient to enable
Allied or AWNA to service its indebtedness or to make necessary capital
expenditures, or that any refinancing would be available on commercially
reasonable terms or at all. Additionally, depending on the timing, amount and
structure of any future acquisitions and the availability of funds under the
Amended Bank Agreement, Allied may need to raise additional capital to fund the
acquisition and integration of additional solid waste businesses. There can be
no assurance that Allied will be able to secure such additional funding on
favorable terms, if at all.
RISK OF COMPETITION FROM OTHER COMPANIES AND MUNICIPALITIES; LANDFILL
ALTERNATIVES
The non-hazardous solid waste industry is led by five large national waste
management companies, one of which is Allied, and includes numerous regional and
local companies, all of which contribute to the high level of competition that
characterizes the industry. Some of these companies have considerably greater
financial and operational resources than Allied. 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 Allied 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. This
trend may result in a reduction in the volume of waste going to landfills in
certain areas, which may affect Allied'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 Allied 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.
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SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE DEBT; DEPENDENCE ON DISTRIBUTIONS FROM
SUBSIDIARIES
Allied has substantial indebtedness with significant debt service
requirements and is highly leveraged. At June 30, 1997, Allied's consolidated
debt was approximately $1,439.7 million and stockholders' equity was
approximately $208.2 million. The degree to which Allied is leveraged has
important consequences, including the following: (i) the ability of Allied to
obtain additional financing in the future, whether for working capital, capital
expenditures, acquisitions or other purposes, may be impaired, (ii) a
substantial portion of Allied's cash flow from operations is required to be
dedicated to the payment of principal and interest on its debt, thereby reducing
funds available to Allied for other purposes, (iii) Allied's flexibility in
planning for or reacting to changes in market conditions may be limited, (iv)
Allied may be more vulnerable in the event of a downturn in its business and (v)
to the extent of Allied's outstanding debt under its Amended Bank Agreement at
variable rates that have not been hedged, Allied will be vulnerable to increases
in interest rates.
The ability of Allied to meet its debt service obligations will depend on
the future operating performance and financial results of Allied, which will be
subject in part to factors beyond the control of Allied. Although Allied
believes that its cash flow will be adequate to meet its interest payments,
there can be no assurance that Allied will continue to generate earnings in the
future sufficient to cover its fixed charges. If Allied is unable to generate
earnings in the future sufficient to cover its fixed charges and is unable to
borrow sufficient funds under either the Amended Bank Agreement or from other
sources, it may be required to refinance all or a portion of its existing debt
or to sell all or a portion of its assets. There can be no assurance that a
refinancing would be possible, nor can there be any assurance as to the timing
of any asset sales or the proceeds which Allied could realize therefrom. In
addition, the terms of certain of its debt restrict Allied's ability to sell
assets and Allied's use of the proceeds therefrom.
Allied holds all of its assets and conducts all of its operations through
its subsidiary AWNA and AWNA's subsidiaries. Allied thus derives all of its
operating income and cash flow from AWNA and must rely upon distributions from
AWNA to generate the funds necessary to meet its obligations. If for any reason,
including a shortfall in anticipated operating results or proceeds from asset
sales, AWNA were unable to meet its debt service obligations, it would be in
default under the terms of certain of its debt. In the event of such a default,
the holders of such debt could elect to declare all of such debt immediately due
and payable, including accrued and unpaid interest, and to terminate their
commitments (if any) with respect to funding obligations under such debt. In
addition, such holders could proceed against any collateral which, in the case
of certain debt, consists of the capital stock of AWNA and its subsidiaries and
substantially all of the assets of AWNA and its subsidiaries. Any default with
respect to any of AWNA's debt could result in a default under other debt or
result in the bankruptcy of AWNA.
RESTRICTIONS IMPOSED BY THE AMENDED BANK AGREEMENT, THE ALLIED NOTES AND THE
AWNA NOTES
The Amended Bank Agreement and the indentures relating to the Allied Notes
and the AWNA Notes contain a number of significant covenants that, among other
things, will restrict the ability of Allied and its subsidiaries to dispose of
assets, incur additional indebtedness, incur liens on property or assets, repay
other indebtedness, pay dividends, enter into certain investments or
transactions, repurchase or redeem capital stock, engage in mergers or
consolidations, or engage in certain transactions with subsidiaries and
affiliates and otherwise restrict corporate activities. There can be no
assurance that such restrictions will not adversely affect Allied's ability to
finance its future operations or capital needs or engage in other business
activities that may be in the interest of Allied. In addition, the Amended Bank
Agreement also requires Allied to maintain compliance with certain financial
ratios. The ability of Allied to comply with such ratios may be affected by
events beyond Allied's control. A breach of any of these covenants or the
inability of Allied to comply with the required financial ratios could result in
a default under the Amended Bank Agreement or either or both of the indentures
relating to the Allied Notes and the AWNA Notes. In the event of any such
default under the Amended Bank Agreement, the lenders under the Amended Bank
Agreement could elect to declare all borrowings outstanding under the Amended
Bank Agreement, together with accrued interest and other fees, to be due and
payable, to require Allied to apply all of its available cash to repay such
borrowings or to prevent Allied from making debt service payments on any
indebtedness of Allied. If Allied were unable to repay any such borrowings when
due, the lenders could proceed against their collateral. In the event of a
default under
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<PAGE> 11
the indenture relating to the Allied Notes or the AWNA Notes, the holders of
such notes could elect to declare such notes to be due and payable. If the
indebtedness under the Amended Bank Agreement, the Allied Notes or the AWNA
Notes were to be accelerated, the assets of Allied and/or AWNA might be
insufficient to pay amounts due on other debt securities then outstanding.
RELIANCE ON MANAGEMENT
Allied relies and will continue to rely significantly on the services of
its senior management team. Allied could be adversely affected if any member of
the senior management team were unwilling or unable to continue in Allied's
employ. There can be no assurance that Allied will be successful in hiring or
retaining qualified personnel to meet this demand.
COST OF COMPLIANCE WITH ENVIRONMENTAL REGULATIONS; RISK OF FUTURE LITIGATION
The scope and stringency of 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 U.S. 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 Allied 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 Allied to spend sums in addition to those presently accrued for
such purposes. These factors could increase substantially Allied's operating
costs as well as the possibility of the impairment of Allied's investment in its
facilities.
In addition to the costs of complying with environmental regulations,
Allied will continue to be involved in legal proceedings in the ordinary course
of business. Government agencies may seek to impose fines on Allied for alleged
failure to comply with laws and regulations or to revoke or to deny the renewal
of, Allied's permits and licenses. In addition, governmental agencies, as well
as surrounding landowners, may assert claims against Allied alleging
environmental damage or violations of permits and licenses pursuant to which
Allied 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 Allied, the loss of
a significant permit or license or the imposition of a significant fine could
have a material adverse affect on Allied's financial condition.
Certain of Allied'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.
As a condition to the Laidlaw Acquisition, Allied engaged Emcon
Environmental Services, Inc. ("Emcon"), an independent environmental consultant,
to conduct environmental assessments of the Acquired Subsidiaries and to prepare
a report reflecting its findings (the "Emcon Environmental Report").
In the Emcon Environmental Report, Emcon identified several contaminated
landfills and other locations owned by the Laidlaw Acquired Businesses, that
could pose significant sources of liability to the Laidlaw Acquired Businesses.
The costs of performing the investigation, design, remediation and allocation of
responsibility to the subsidiaries of Allied vary significantly between sites.
Based on information available to Allied, Allied recorded a provision of $51.5
million for environmental matters, including closure and post-closure costs, in
the 1996 consolidated statement of operations and expects these amounts to be
disbursed over the next 30 years. The actual liability at these sites cannot
currently be determined due to a number of uncertainties including the extent of
the contamination, the appropriate remedy, the financial viability of other
potentially responsible parties and the ultimate apportionment of responsibility
among such potentially responsible parties.
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The representations made by the Laidlaw sellers in the Stock Purchase
Agreement, dated September 17, 1996, among Allied, Laidlaw and the other sellers
named therein (the "Laidlaw Sellers") relating to the Laidlaw Acquisition (the
"Laidlaw Acquisition Agreement") with respect to the environmental matters (i)
terminated on the closing of the Laidlaw Acquisition as to all matters disclosed
in writing to Allied at least five business days prior to the closing or
disclosed with specificity in the Emcon Environmental Report and (ii) will
terminate on the third anniversary of the closing of the Laidlaw Acquisition as
to all matters other than those described in clause (i) and which are known to
Laidlaw or the Laidlaw Sellers on the closing date. The Laidlaw Acquisition
Agreement further provided that Laidlaw and the Laidlaw Sellers' indemnification
obligations with respect to environmental matters would be limited to the amount
by which the aggregate of all such damages exceeded a $1.0 million basket,
without giving effect to any materiality qualifications. At the closing of the
Laidlaw Acquisition, Allied and the Laidlaw Sellers entered into a Special
Environmental Indemnity, which provided that the indemnity in respect of
properties located at Etobicoke, Ontario, Delafield, Wisconsin and Gary Lagoons,
Indiana would not be subject to the three-year limitation or any basket. Allied
and Laidlaw have further agreed that the indemnity for damages arising out of
the Etobicoke, Ontario and Delafield, Wisconsin sites will be limited to a
three-year period from the closing of the Laidlaw Acquisition and to an amount
in excess of $25.0 million with the $25.0 million basket to be reduced by any
damages to which the basket in the Laidlaw Acquisition Agreement applies.
HAZARDOUS SUBSTANCES LIABILITY
The Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA"), has been interpreted to impose 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 Allied or disposed of in its
landfills, or in waste collected, transported or disposed of in the past by
acquired companies. Cleanup liability may also arise under various state laws
similar to CERCLA and other corrective action procedures. As used in this
Prospectus, "non-hazardous waste" means substances, including asbestos, that are
not defined as hazardous waste under federal regulations.
POTENTIAL UNDISCLOSED LIABILITIES ASSOCIATED WITH ACQUISITIONS
In connection with any transaction made by Allied there may be liabilities
that Allied fails or is unable to discover, including liabilities arising from
non-compliance with environmental laws by prior owners, and for which Allied, as
a successor owner, may be responsible.
POTENTIAL UNINSURED OR UNDERINSURED ENVIRONMENTAL LIABILITIES
As is typically the case in the solid waste industry, Allied is able to
obtain only very limited environmental impairment insurance regarding its
landfills. An uninsured or underinsured claim of sufficient magnitude would
require Allied to fund such claim from cash flow generated by operations or
borrowings under the Amended Bank Agreement or other sources of liquidity. There
can be no assurance that Allied would be able to fund any such claim from
operations, the Amended Bank Agreement or elsewhere.
LAIDLAW TAX INDEMNIFICATION
Laidlaw has disclosed to Allied the existence of a tax controversy (the
"Tax Controversy") in the amount of more than $385 million with the United
States Internal Revenue Service (the "IRS") involving the consolidated U.S.
federal income tax liability for the fiscal years 1986 through 1991 of the
members of an affiliated group of corporations (the "Laidlaw Transportation U.S.
Consolidated Tax Group") within the meaning of Section 1504(c) of the Internal
Revenue Code ("IRC"), of which Laidlaw Transportation is the common parent
corporation (which includes Laidlaw Transportation, Inc. ("Laidlaw
Transportation"), those Laidlaw Acquired Businesses which are incorporated in
the U.S. (the "LSW U.S. Subsidiaries"), and other
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U.S. subsidiaries of Laidlaw Transportation which were not acquired in the
Laidlaw Acquisition). The Laidlaw Transportation U.S. Consolidated Tax Group has
also received notice that fiscal years 1992, 1993 and 1994 will be examined
regarding this issue. Under Treasury Regulations promulgated under Section 1502
of the IRC, each member of the Laidlaw Transportation U.S. Consolidated Tax
Group including each LSW U.S. Subsidiary, is or could be severally liable for
United States federal income tax liabilities of the entire Laidlaw
Transportation U.S. Consolidated Tax Group, including all amounts at issue in
the Tax Controversy which are ultimately determined to be owed.
Allied has obtained an indemnity from Laidlaw and Laidlaw Transportation
which covers the amounts at issue in the Tax Controversy for which any LSW U.S.
Subsidiary may ultimately be found liable. The obligation of Laidlaw and Laidlaw
Transportation to indemnify Allied in respect of amounts at issue in the Tax
Controversy is a general, unsecured obligation of Laidlaw and Laidlaw
Transportation. The ability of Laidlaw and Laidlaw Transportation to pay and
fulfill such indemnification obligation will depend on the financial condition
of Laidlaw and Laidlaw Transportation at the time of any required performance of
such obligation, as to which Allied has no assurance.
IMPACT OF ADVERSE WEATHER CONDITIONS
The collection and landfill operations of Allied could be adversely
affected by protracted periods of inclement weather which delay the development
of landfill capacity, the transfer of waste or reduce the volume of waste
generated. There can be no assurance that protracted periods of inclement
weather will not have a material adverse effect on Allied's future results of
operations.
RATIO OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth Allied's ratios of earnings to fixed charges
and earnings to fixed charges and preferred stock dividends for the periods
indicated:
<TABLE>
<CAPTION>
SIX
MONTHS
YEAR ENDED DECEMBER 31, ENDED
---------------------------------- JUNE 30,
1992 1993 1994 1995 1996 1997
----- ----- ---- ----- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges..................... 1.5x 1.4x (1) 1.5x (2) 1.3x
Ratio of earnings to fixed charges and preferred stock
dividends............................................ 1.3x 1.2x (1) 1.1x (2) 1.3x
</TABLE>
- ---------------
(1) Earnings were insufficient to cover fixed charges and fixed charges and
preferred stock dividends by $8,049,000 and $12,687,000, respectively.
(2) Earnings were insufficient to cover fixed charges and fixed charges and
preferred stock dividends by $79,384,000 and $80,463,000, respectively.
For purposes of calculating the ratio of earnings to fixed charges and the
ratio of earnings to fixed charges and preferred stock dividends, earnings
consist of income before taxes and fixed charges (exclusive of preferred stock
dividends). For purposes of calculating both ratios, fixed charges include
interest expense and capitalized interest.
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DESCRIPTION OF CAPITAL STOCK
Pursuant to Allied's Restated Certificate of Incorporation (the
"Certificate"), the authorized capital stock of Allied consists of 200,000,000
shares of Common Stock and 10,000,000 shares of Preferred Stock. The following
description of certain of Allied's capital stock is a summary, does not purport
to be complete or to give effect to applicable statutory or common law and is
subject in all respects to the applicable provisions of the Certificate and the
information herein is qualified in its entirety by this reference.
COMMON STOCK
At June 30, 1997, Allied had outstanding 77,689,646 shares of Common Stock.
Holders of Common Stock are entitled to one vote per share in the election of
directors and on all other matters on which the stockholders are entitled or
permitted to vote. Holders of Common Stock are not entitled to cumulative voting
rights. Therefore, holders of a majority of the shares voting for the election
of directors can elect all the directors. Subject to the terms of any
outstanding series of preferred stock, the holders of Common Stock are entitled
to dividends in such amounts and at such times as may be declared by Allied's
Board of Directors out of funds legally available therefor. On liquidation or
dissolution, holders of Common Stock are entitled to share ratably in all net
assets available for distribution to stockholders after payment of any
liquidation preferences to holders of Preferred Stock. Holders of Common Stock
have no redemption, conversion or preemptive rights. The Common Stock is listed
on the Nasdaq National Market tier of Nasdaq under the symbol "AWIN."
PREFERRED STOCK
The particular terms of any series of Preferred Stock offered hereby will
be set forth in the Prospectus Supplement relating thereto. The rights,
preferences, privileges and restrictions, including dividend rights, voting
rights, terms of redemption, retirement and sinking fund provisions and
liquidation preferences, if any, of the Preferred Stock of each series will be
fixed or designated pursuant to a certificate of designation adopted by the
Board of Directors or a duly authorized committee thereof. The terms, if any, on
which shares of any series of Preferred Stock are convertible or exchangeable
into Common Stock will also be set forth in the Prospectus Supplement relating
thereto. Such terms may include provisions for conversion or exchange, either
mandatory, at the option of the holder, or at the option of Allied, in which
case the number of shares of Common Stock to be received by the holders of
Preferred Stock would be calculated as of a time and in the manner stated in the
applicable Prospectus Supplement. The description of the terms of a particular
series of Preferred Stock that will be set forth in the applicable Prospectus
Supplement does not purport to be complete and is qualified in its entirety by
reference to the certificate of designation relating to such series.
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SPECIAL PROVISIONS OF THE CERTIFICATE AND DELAWARE LAW
The provisions of the Certificate and Allied's Bylaws, as amended (the
"Bylaws"), summarized in the succeeding paragraphs may be deemed to have an
anti-takeover effect or may delay, defer or prevent a tender offer or takeover
attempt that a stockholder might consider in such stockholder's best interest,
including those attempts that might result in a premium over the market price
for the shares held by a stockholder.
Pursuant to the Certificate, the Board of Directors may by resolution
establish one or more series of preferred stock, having such number of shares,
designation, relative voting rights, dividend rates, liquidation or other
rights, preferences and limitations as may be fixed by the Board of Directors
without any further stockholder approval. Such rights, preferences, privileges
and limitations as may be established could have the effect of impeding or
discouraging the acquisition of control of Allied.
The Bylaws provide that stockholders' nominations for the Board of
Directors and proposals for other business to be transacted at stockholders'
meetings must be timely received by Allied and must comply with specified form
and content requirements. The Bylaws also provide that special meetings of
stockholders may be called only by the Board or by a specifically authorized
committee of the Board. The Certificate and the Bylaws provide that the Bylaws
may be altered, amended or repealed by the Board of Directors.
Limitation of Director Liability. Section 102(b)(7) of the Delaware
General Corporation Law ("Section 102(b)") authorizes corporations to limit or
to eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. Although Section 102(b) does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The Certificate limits the liability of directors to
Allied or its stockholders to the fullest extent permitted by Section 102(b).
Specifically, directors of Allied will not be personally liable for monetary
damages for breach of a director's fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to Allied or its
stockholders, (ii) for acts or omissions not in good faith, or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Indemnification. To the maximum extent permitted by law, the Certificate
and the Bylaws provide for mandatory indemnification of directors, officers,
employees and agents of Allied against all expenses, liabilities and losses to
which they may become subject or which they may incur as a result of being or
having been a director, officer, employee or agent of Allied. In addition,
Allied must advance or reimburse directors and officers and may advance or
reimburse employees and agents for expenses incurred by them in connection with
indemnifiable claims.
Insofar as indemnification for liabilities arising out of the Securities
Act may be permitted to directors, officers and controlling persons of Allied
pursuant to the foregoing provisions, Allied 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.
Delaware Anti-Takeover Law. Section 203 of the Delaware General
Corporation Law ("Section 203") generally provides that a stockholder, and the
affiliates and associates of such stockholder, acquiring more than 15% of the
outstanding voting stock of a corporation subject to the statute (an "Interested
Stockholder") but less than 85% of such stock may not engage in certain Business
Combinations (as defined in Section 203) in the corporation for a period of
three years after the date on which the stockholder 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) 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. Under Section
203, these restrictions will not apply to certain Business Combinations proposed
by an Interested Stockholder following the earlier of the announcement or
notification of one of certain extraordinary transactions involving the
corporation and a person who was not an Interested
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Stockholder during the previous three years or who became an Interested
Stockholder with the approval of the corporation's board of directors, if such
extraordinary transaction is approved or not opposed by a majority of the
directors who were directors prior to such person becoming an Interested
Stockholder during the previous three years or were recommended for election or
elected to succeed such directors by a majority of such directors.
Section 203 defines the term Business Combination to encompass a wide
variety of transactions with or caused by an Interested Stockholder, including
transactions in which the Interested Stockholder receives or could receive a
benefit on other than a pro rata basis with other stockholders, such as mergers,
certain asset sales, certain issuances of additional shares to the Interested
Stockholder, transactions with the corporation which increase the proportionate
interest in the corporation directly or indirectly owned by the Interested
Stockholder or transactions in which the Interested Stockholder receives certain
other benefits.
The provisions of Section 203, coupled with the Board's authority to issue
preferred stock without further stockholder action, could delay or frustrate the
removal of incumbent directors or a change in control of Allied. The provisions
also could discourage, impede or prevent a merger, tender offer or proxy
contest, even if such event would be favorable to the interests of stockholders.
Allied's stockholders, by adopting an amendment to the Certificate, may elect
not to be governed by Section 203 effective 12 months after such adoption.
Neither the Certificate nor the Bylaws exclude Allied from the restrictions
imposed by Section 203.
TRANSFER AGENT
The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.
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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
The following description of the terms of Allied Debt Securities and the
terms of the AWNA Debt Securities sets forth certain general terms and
provisions of such Debt Securities. To the extent any terms described below
apply specifically (i) to the Allied Debt Securities or the AWNA Debt
Securities, specific references to "Allied Debt Securities" or "AWNA Debt
Securities" will be made, otherwise references to "Debt Securities" shall be
deemed to apply to both the Allied Debt Securities and the AWNA Debt Securities,
(ii) to the Senior Allied Debt Securities or the Senior AWNA Debt Securities,
specific references to "Senior Allied Debt Securities" or "Senior AWNA Debt
Securities" will be made, otherwise references to "Senior Debt Securities" shall
be deemed to apply to both the Senior Allied Debt Securities and the Senior AWNA
Debt Securities and (iii) to the Senior Subordinated Allied Debt Securities or
the Senior Subordinated AWNA Debt Securities, specific references to "Senior
Subordinated Allied Debt Securities" or "Senior Subordinated AWNA Debt
Securities" will be made, otherwise references to "Senior Subordinated Debt
Securities" shall be deemed to apply to both the Senior Subordinated Allied Debt
Securities and the Senior Subordinated AWNA Debt Securities. The extent, if any,
to which such general provisions do not apply to the Debt Securities offered by
any Prospectus Supplement will be described in such Prospectus Supplement.
The Senior Allied Debt Securities offered hereby are to be issued in one or
more series under an Indenture (as amended or supplemented from time to time,
the "Senior Allied Indenture") to be entered into between Allied and First Trust
National Association, as trustee (the "Senior Allied Trustee"). The Senior
Subordinated Allied Debt Securities offered hereby are to be issued in one or
more series under an Indenture (as amended or supplemented, the "Senior
Subordinated Allied Indenture) to be entered into between Allied and First Trust
National Association, as trustee (the "Senior Subordinated Allied Trustee"). The
Senior AWNA Debt Securities offered hereby are to be issued in one or more
series under an Indenture (as amended or supplemented, the "Senior AWNA
Indenture" and, together with the Senior Allied Indenture, the "Senior
Indentures") to be entered into between AWNA, Allied, as guarantor, the
Subsidiary Guarantors and First Trust National Association, as trustee (the
"Senior AWNA Trustee" and, together with the Senior Allied Trustee, the Senior
Trustees"). The Senior Subordinated AWNA Debt Securities offered hereby are to
be issued in one or more series under an Indenture (as amended or supplemented,
the "Senior Subordinated AWNA Indenture" and, together with the Senior
Subordinated Allied Indenture, the "Senior Subordinated Indentures") to be
entered into between AWNA, Allied, as guarantor, the Subsidiary Guarantors and
First Trust National Association, as trustee (the "Senior Subordinated AWNA
Trustee" and, together with the Senior Subordinated Allied Trustee, the "Senior
Subordinated Trustees"). The Senior Indentures and the Senior Subordinated
Indentures are referred to collectively herein as the "Indentures" and the
Senior Trustees and the Senior Subordinated Trustees are referred to
collectively herein as the "Trustees." Copies of the Indentures have been filed
as exhibits to the Registration Statement of which this Prospectus forms a part.
The Indentures will be executed by the Company and the Trustees on or prior to
the issuance of any Debt Securities thereunder.
The terms of the Debt Securities include those stated in the applicable
Indenture and those made a part of the applicable Indenture by reference to the
Trust Indenture Act of 1939, as amended (the "TIA"). The Debt Securities are
subject to all such terms and the holders of Debt Securities are referred to the
applicable Indenture and the TIA for a statement of such terms.
The following summaries of certain provisions of each Indenture and the
Debt Securities are not complete and are qualified in their entirety by
reference to the provisions of each Indenture, including the definitions of
capitalized terms used herein without definition. Numerical references in
parentheses are to sections in the applicable Indenture and unless otherwise
indicated capitalized terms have the meanings given them in the applicable
Indenture.
GENERAL
Unless otherwise specified in a Prospectus Supplement, (i) the Senior Debt
Securities, when issued, will rank pari passu in right of payment with all other
unsubordinated obligations of Allied or AWNA, as the case
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may be, and will rank senior in right of payment to all subordinated obligations
of Allied or AWNA, as the case may be, (ii) the Senior Guarantees and the Allied
Senior Guarantee, when issued, will rank pari passu in right of payment with all
other unsubordinated obligations of the Guarantors and Allied, respectively, and
will rank senior in right of payment to all subordinated obligations of the
Guarantors, (iii) the Senior Subordinated Debt Securities, when issued, will be
subordinate in right of payment to the prior payment in full of all Senior Debt
(as defined herein) of Allied or AWNA, as the case may be, including all Senior
Debt Securities of Allied or AWNA, as the case may be, and will rank pari passu
in right of payment with all other senior subordinated obligations of Allied or
AWNA, as the case may be, and (iv) the Senior Subordinated Guarantees and the
Allied Senior Subordinated Guarantee, when issued, will be subordinate in right
of payment to the prior payment in full of all Senior Debt of the Guarantors and
Allied, respectively, including, in the case of Allied, all Senior Allied Debt
Securities, and will rank pari passu in right of payment with all other senior
subordinated obligations of the Guarantors and Allied, respectively. Holders of
secured obligations of Allied, AWNA and the Guarantors, including secured Allied
Debt Securities, secured AWNA Debt Securities and secured Guarantees,
respectively, will, however, have claims that are prior to the claims of holders
of unsecured Allied Debt Securities, AWNA Debt Securities and Guarantees,
respectively with respect to the assets securing such secured obligations.
Allied conducts its operations through AWNA, which is subject, under certain of
its debt instruments, to certain restrictions on its ability to pay funds to
Allied. All Allied Debt Securities and Guarantees of Allied will effectively be
subordinate in right of payment to the prior payment in full of all indebtedness
of Allied's subsidiaries and all other obligations and other liabilities,
including trade payables, of Allied's subsidiaries, including all AWNA Debt
Securities.
The Indentures do not limit the aggregate amount of Debt Securities which
may be issued thereunder. Except as otherwise provided in the applicable
Prospectus Supplement, the Indentures, as they apply to any series of Debt
Securities, do not limit the incurrence or issuance of other secured or
unsecured debt of Allied or AWNA, as the case may be, whether under any of the
Indentures, or any other indenture that Allied or AWNA, as the case may be, may
enter into in the future or otherwise. See "-- Subordination under the Senior
Subordinated Indentures" and the Prospectus Supplement relating to any offering
of Senior Subordinated Securities.
The Debt Securities will be issuable in one or more series pursuant to an
indenture supplement to the applicable Indenture, a certificate of officers of
Allied or AWNA, as the case may be, or a resolution of Allied's, or AWNA's, as
the case may be, Board of Directors or a committee thereof. Section 2.1 of each
Indenture.
Reference is made to the applicable Prospectus Supplement which will
accompany this Prospectus for a description of the specific series of Debt
Securities being offered thereby, including: (1) the title of such Debt
Securities; (2) any limit upon the aggregate principal amount of such Debt
Securities; (3) the date or dates on which the principal of and premium, if any,
on such Debt Securities is payable or the method or methods of determining such
date or dates; (4) the rate or rates (which may be fixed or variable) at which
such Debt Securities will bear interest, if any, and the method of calculating
such rate or rates; (5) the date or dates from which interest, if any, will
accrue or the method by which such date or dates will be determined; (6) the
date or dates on which interest, if any, will be payable and the record date or
dates therefor; (7) the place or places where principal of, premium, if any, and
interest, if any, on such Debt Securities will be payable or at which Debt
Securities may be surrendered for registration of transfer or exchange; (8) the
period or periods within which, the price or prices at which, the currency or
currencies (including currency unit or units) in which, and the other terms and
conditions upon which, such Debt Securities may be redeemed, in whole or in
part, at the option of Allied or AWNA, as the case may be, (9) the obligation,
if any, of Allied or AWNA, as the case may be, to redeem or purchase such Debt
Securities pursuant to any sinking fund or analogous provisions or upon the
happening of a specified event or at the option of a holder thereof and the
period or periods within which, the price or prices at which, the currency or
currencies (including currency unit or units) in which, and the other terms and
conditions upon which, such Debt Securities shall be redeemed or purchased, in
whole or in part, pursuant to such obligation; (10) the denominations in which
such Debt Securities are authorized to be issued; (11) the currency or currency
unit, if other than in United States dollars, in which Debt Securities may be
denominated and/or the currency or currencies, if other than in United States
dollars, (including
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currency unit or units) in which principal of, premium, if any, and interest, if
any, on such Debt Securities will be payable and whether Allied or AWNA, as the
case may be, or the holders of any such Debt Securities may elect to receive
payments in respect of such Debt Securities in a currency or currencies
(including currency unit or units) other than that in which such Debt Securities
are stated to be payable; (12) if the amount of principal of, or any premium or
interest on, any of such Debt Securities shall be determined with reference to
an index, formula or other method, the index, formula or other method by which
such amounts will be determined; (13) if other than the principal amount
thereof, the portion of the principal amount of such Debt Securities which will
be payable upon declaration of the acceleration of the maturity thereof or the
method by which such portion shall be determined; (14) provisions, if any,
granting special rights to the holders of Debt Securities upon the occurrence of
such events as may be specified; (15) any addition to, or modification or
deletion of, any Event of Default or any covenant of Allied, AWNA or any
Guarantor, as the case may be, specified in the applicable Indenture with
respect to such Debt Securities; (16) the circumstances under which Allied, AWNA
or any Guarantor, as the case may be, will pay additional amounts on the Debt
Securities held by non-U.S. persons in respect of taxes, assessments or similar
charges; (17) whether the Debt Securities will be issued in registered or bearer
form or both; (18) the applicability, if any, of such means of defeasance or
covenant defeasance as may be specified for such Debt Securities; (19) whether
such Debt Securities are to be issued in whole or in part in the form of one or
more temporary or permanent global securities and, if so, the identity of the
depositary or its nominee, if any, for such global security or securities and
whether beneficial owners of interests in the global security may exchange such
interests for certificated Debt Securities to be registered in the names of or
to be held by such beneficial owners or their nominees; (20) whether such Debt
Securities are secured or unsecured and, if secured, the security and related
terms in connection therewith; (21) the terms and conditions, if any, upon which
such Debt Securities may be converted or exchanged into or for Common Stock or
Preferred Stock of Allied; (22) any restrictions on the registration, transfer
or exchange of the Debt Securities; (23) the forms of the Debt Securities and
interest coupons, if any; (24) the identity (if other than the Trustee) of the
Registrar and any Paying Agent; and (25) any other terms pertaining to such Debt
Securities. Subject to any controlling provision of the TIA, in the event of any
inconsistency between the terms of the applicable Indenture and the terms
applicable to a series of Debt Securities established by an indenture
supplement, officers' certificate or board resolution, the terms established by
the indenture supplement, officers' certificate or board resolution shall
prevail. (Section 3.1 of each Indenture) Unless otherwise specified in the
applicable Prospectus Supplement, the Debt Securities will not be listed on any
securities exchange.
The number of shares of Common Stock or Preferred Stock that will be
issuable upon the conversion or exchange of any Debt Securities issued with
conversion or exchange provisions will be adjusted to prevent dilution resulting
from stock splits, stock dividends or similar transactions, and the nature and
amount of the securities, assets or other property to be received upon the
conversion or exchange of such Debt Securities will be changed as necessary in
the event of any consolidation, merger, combination or similar transaction. The
specific provisions will be set forth in the applicable Prospectus Supplement.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities in registered form will be issued in denominations of U.S.$1,000 or
any integral multiples of U.S.$1,000 and Debt Securities in bearer form will be
issued in denominations of U.S.$5,000 or any integral multiples of U.S.$5,000.
(Section 3.2 of each Indenture) Where Debt Securities of any series are issued
in bearer form, the special restrictions and considerations, including special
offering restrictions and material U.S. federal income tax considerations,
applicable to any such Debt Securities and to payments in respect of and
transfers and exchanges of such Debt Securities will be described in the
applicable Prospectus Supplement. Debt Securities in bearer form will be
transferable by delivery. (Section 3.5 of each Indenture)
Debt Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates. Material U.S. federal income tax consequences
and special considerations applicable to any such Debt Securities will be
described in the applicable Prospectus Supplement.
If the purchase price of any of the Debt Securities is payable in one or
more foreign currencies or currency units or if any Debt Securities are
denominated in one or more foreign currencies or currency units or
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if the principal of, premium, if any, or interest, if any, on any Debt
Securities is payable in one or more foreign currencies or currency units, the
restrictions, elections, material U.S. federal income tax considerations and
other information with respect to such issue of Debt Securities and such foreign
currency or currency units will be set forth in the applicable Prospectus
Supplement.
If any index is used to determine the amount of payments of principal of,
premium, if any, or interest, if any, on any series of Debt Securities, material
U.S. federal income tax, accounting and other considerations applicable thereto
will be described in the applicable Prospectus Supplement.
The general provisions of the Indentures do not afford holders of the Debt
Securities protection in the event of a highly leveraged transaction,
restructuring, change in control, merger or similar transaction involving Allied
that may adversely affect holders of the Debt Securities.
PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE
Unless otherwise provided in the applicable Prospectus Supplement, payments
in respect of the Debt Securities will be made in the designated currency at
such office or agency of Allied or AWNA, as the case may be, maintained for that
purpose as Allied or AWNA, as the case may be, may designate from time to time,
except that, at the option of Allied or AWNA, as the case may be, interest
payments, if any, on Debt Securities in registered form may be made (i) by
checks mailed to the holders of Debt Securities entitled thereto at their
registered addresses or (ii) by wire transfer to an account maintained by the
holders of the Debt Securities entitled thereto as specified in the Register.
(Sections 3.7(a) and 9.2 of each Indenture) Each payment in respect of the Debt
Securities shall be considered to have been made on the date such payment is due
if there shall have been sent to the Trustee or paying agent by wire transfer
(received by no later than the close of business on such due date), or the
Trustee or paying agent otherwise holds, on such due date sufficient funds
designated therefor to make such payment. (Section 9.1 of each Indenture) Unless
otherwise indicated in an applicable Prospectus Supplement, scheduled payments
of any installment of interest on Debt Securities in registered form will be
made to the person in whose name such Debt Security is registered at the close
of business on the Regular Record Date for such interest. (Section 3.7(a) of
each Indenture)
Payment in respect of Debt Securities in bearer form will be made in the
currency and in the manner designated in the Prospectus Supplement, subject to
any applicable laws and regulations, at such paying agencies outside the United
States as Allied or AWNA, as the case may be, may appoint from time to time. The
paying agents outside the United States, if any, initially appointed by Allied
or AWNA, as the case may be, for a series of Debt Securities will be named in
the Prospectus Supplement. Unless otherwise provided in the applicable
Prospectus Supplement, Allied or AWNA, as the case may be, may at any time
designate additional paying agents or rescind the designation of any paying
agents, except that, if Debt Securities of a series are issuable in registered
form, Allied or AWNA, as the case may be, will be required to maintain at least
one office or agency where such Debt Securities may be presented or surrendered
for payment in each Place of Payment for such series and if Debt Securities of a
series are issuable in bearer form, Allied or AWNA, as the case may be, will be
required to maintain at least one office or agency in a Place of Payment outside
the United States where Debt Securities of such series and any coupons
appertaining thereto may be presented and surrendered for payment. (Section 9.2
of each Indenture)
Unless otherwise provided in the applicable Prospectus Supplement, Debt
Securities in registered form will be transferable or exchangeable at the office
or agency of Allied or AWNA, as the case may be, maintained for such purpose by
Allied or AWNA, as the case may be. (Sections 3.5 and 9.2 of each Indenture)
Debt Securities may be transferred or exchanged without service charge, although
Allied or AWNA, as the case may be, may require a holder to pay any tax or other
governmental charge imposed in connection therewith. (Section 3.5 of each
Indenture)
GLOBAL DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more fully registered global securities (a "Registered Global
Security"). Each Registered Global Security will be registered in the name of a
depositary (the "Depositary") or a nominee for the Depositary identified in the
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applicable Prospectus Supplement, will be deposited with such Depositary or
nominee or a custodian therefor and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof and any such
other matters as may be provided for pursuant to the applicable Indenture. In
such a case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding Debt Securities of the series to be represented
by such Registered Global Security or Securities. (Section 3.3 of each
Indenture) Unless and until it is exchanged in whole or in part for Debt
Securities in certificated form, a Registered Global Security may not be
transferred or exchanged except as a whole by the Depositary for such Registered
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary, or except in the circumstances described
in the applicable Prospectus Supplement. (Section 3.5 of each Indenture)
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the applicable Prospectus Supplement.
Upon the issuance of any Registered Global Security, and the deposit of
such Registered Global Security with or on behalf of the Depositary for such
Registered Global Security, the Depositary will credit on its book-entry
registration and transfer system the respective principal amounts of the Debt
Securities represented by such Registered Global Security to the accounts of
institutions ("Participants") that have accounts with the Depositary. The
accounts to be credited will be designated by the underwriters or agents
engaging in the distribution of such Debt Securities or by Allied or AWNA, as
the case may be, if such Debt Securities are offered and sold directly by Allied
or AWNA, as the case may be. Ownership of beneficial interests in a Registered
Global Security will be limited to Participants or persons that may hold
interests through Participants. Ownership of beneficial interests in a
Registered Global Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the Depositary for such
Registered Global Security or by its nominee. Ownership of beneficial interests
in such Registered Global Security by persons who hold through Participants will
be shown on, and the transfer of such beneficial interests within such
Participants will be effected only through, records maintained by such
Participants.
So long as the Depositary for a Registered Global Security, or its nominee,
is the owner of such Registered Global Security, such Depositary or such
nominee, as the case may be, will be considered the sole owner or holder of the
Debt Security represented by such Registered Global Security for all purposes
under each Indenture. (Section 3.8 of each Indenture) Accordingly, each person
owning a beneficial interest in such Registered Global Security must rely on the
procedures of the Depositary and, if such person is not a Participant, on the
procedures of the Participant through which such person owns its interest, to
exercise any rights of a holder under such Indenture. Each of Allied and AWNA
understands that under existing industry practices, if it requests any action of
holders or if an owner of a beneficial interest in a Registered Global Security
desires to give or take any instruction or action which a holder is entitled to
give or take under the Indenture, the Depositary would authorize the
Participants holding the relevant beneficial interests to give or take such
instruction or action, and such Participants would authorize beneficial owners
owning through such Participants to give or take such instruction or action or
would otherwise act upon the instructions of beneficial owners holding through
them.
Unless otherwise specified in the Prospectus Supplement, payments with
respect to principal, premium, if any, and interest, if any, on the Debt
Securities represented by a Registered Global Security registered in the name of
the Depositary or its nominee will be made to such Depositary or its nominee, as
the case may be, as the registered owner of such Registered Global Security.
Each of Allied and AWNA expects that the Depositary for any Debt Securities
represented by a Registered Global Security, upon receipt of any payment of
principal or interest in respect of such Registered Global Security, will credit
immediately Participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the Registered Global Security as shown
on the records of the Depositary. Each of Allied and AWNA also expects that
payments by Participants to owners of beneficial interests in such Registered
Global Security held through such Participants will be governed by standing
instructions and customary practices, as is now the case with securities in
bearer form held for the accounts of customers or registered in "street name,"
and will be the
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responsibility of such Participants. None of Allied, AWNA, any Guarantor, the
respective Trustees or any agent of Allied, AWNA, any Guarantor or the
respective Trustees shall have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in any Registered Global Security, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. (Section
3.8 of each Indenture)
Unless otherwise specified in the applicable Prospectus Supplement, if the
Depositary for any Debt Securities represented by a Registered Global Security
is at any time unwilling or unable to continue as Depositary of such Registered
Global Security or becomes ineligible to act as such and a successor depositary
is not appointed by Allied or AWNA, as the case may be, prior to the resignation
of the Depositary and, in any event, within 90 days after receiving notice or
becoming aware of such ineligibility, Allied or AWNA, as the case may be, will
issue Debt Securities in certificated form in exchange for such Registered
Global Security. In addition, Allied or AWNA, as the case may be, in its sole
discretion may at any time determine not to have any of the Debt Securities of a
series represented by one or more Registered Global Securities and, in such
event, will issue Debt Securities of such series in certificated form in
exchange for all of the Registered Global Securities representing such series of
Debt Securities. (Section 3.5 of each Indenture)
The Debt Securities of a series may also be issued in whole or in part in
the form of one or more bearer global securities (a "Bearer Global Security")
that will be deposited with a depositary, or with a nominee for such depositary,
identified in the applicable Prospectus Supplement. Any such Bearer Global
Securities may be issued in temporary or permanent form. (Section 3.4 of each
Indenture) The specific terms and procedures, including the specific terms of
the depositary arrangement, with respect to any portion of a series of Debt
Securities to be represented by one or more Bearer Global Securities will be
described in the applicable Prospectus Supplement.
CONSOLIDATION, MERGER OR SALE OF ASSETS
Allied or AWNA, as the case may be, (i) may not, and may not permit any
Restricted Subsidiary to, consolidate with or merge into any Person, in the case
of a Restricted Subsidiary, in a transaction in which such Restricted Subsidiary
remains a Restricted Subsidiary, unless such Restricted Subsidiary consolidates
with or merges into a Wholly Owned Restricted Subsidiary; (ii) may not permit
any Person other than a Wholly Owned Restricted Subsidiary to consolidate with
or merge into Allied or AWNA, as the case may be, or any Restricted Subsidiary
(in a transaction in which such Restricted Subsidiary remains a Restricted
Subsidiary); (iii) may not, directly or indirectly, in one or a series of
transactions, transfer, convey, sell, lease or otherwise dispose of all or
substantially all of the properties and assets of Allied or AWNA, as the case
may be, and its Subsidiaries on a consolidated basis; (iv) may not, and may not
permit any Restricted Subsidiary of Allied or AWNA, as the case may be, to,
acquire Capital Stock of or other ownership interests in any other Person such
that such other Person becomes a Restricted Subsidiary unless, in each case (i),
(ii), (iii) and (iv) above:
(i) in a transaction (or series) in which Allied or AWNA, as the case
may be, does not survive or in which Allied or AWNA, as the case may be,
transfers, conveys, sells, leases or otherwise disposes of all or
substantially all of its properties and assets, the successor entity is a
corporation, partnership, limited liability company or trust and is
organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and expressly
assumes, by a supplemental indenture executed and delivered to the
applicable Trustee in form satisfactory to the Trustee, all of Allied's or
AWNA's, as the case may be, obligations under the applicable Indenture;
(ii) immediately after giving effect to such consolidation, merger, sale,
transfer or lease, no Default or Event of Default under the applicable
Indenture exists and (iii) with respect to any series of Debt Securities,
Allied, AWNA or such Guarantor, as the case may be, satisfies such other
conditions, if any, established with respect to such series of Debt
Securities pursuant to and in accordance with Section 3.1 of the applicable
Indenture. (Section 7.1 of each Indenture) Nothing contained in the Senior
AWNA Indenture or the Senior AWNA Debt Securities or in the Senior
Subordinated AWNA Indenture or the Senior Subordinated AWNA Debt Securities
shall prevent any consolidation or merger of a Subsidiary Guarantor with or
into AWNA or a Guarantor or shall prevent any sale or conveyance of the
property of
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a Subsidiary Guarantor as an entirety or substantially as an entirety to
Allied or a Guarantor. (Section 15.3 of the AWNA Senior Indenture and
Section 16.3 of the AWNA Senior Subordinated Indenture).
EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT
Except as otherwise provided in a Prospectus Supplement relating to the
Debt Securities of a particular series, Events of Default with respect to Debt
Securities of any series are defined in each Indenture as (a) default in the
payment of any interest on any Debt Security of that series or any interest
coupon appertaining thereto, and the continuance of such default for a period of
30 days; (b) default in the payment of any installment of the principal of or
any premium on any Debt Security of that series when due, whether at maturity,
upon redemption, by declaration or otherwise or in the payment of a mandatory
sinking fund payment when and as due by the forms of the Debt Securities of that
series; (c) default in the deposit of any sinking fund payment, when as and if
due by the terms of a Debt Security of that series; (d) failure to perform any
other covenant or warranty of Allied, AWNA or any Guarantor, as the case may be,
in the applicable Indenture or the applicable Debt Securities, continued for 60
days after written notice from Holders of at least 10% in principal amount of
the outstanding applicable Debt Securities as provided in the applicable
Indenture; (e) a default or defaults under any bonds, debentures, notes or other
evidences of, or obligations constituting, Debt of Allied or any Restricted
Subsidiary of Allied, AWNA or any Guarantor or any Restricted Subsidiary of
AWNA, as the case may be, or under any mortgages, indentures, instruments or
agreements under which there may be issued or existing or by which there may be
secured or evidenced any Debt of Allied or any Restricted Subsidiary of Allied,
AWNA or any Guarantor or any Restricted Subsidiary of AWNA, as the case may be,
in each case with a principal or similar amount then outstanding, individually
or in the aggregate, in excess of $25 million, whether such Debt now exists or
is hereafter created, which default or defaults constitute a failure to pay any
portion of the principal or similar amount of such Debt when due and payable
after the expiration of any applicable grace period with respect thereto or
results in such Debt becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable; (f) the rendering
of a final judgment or judgments (not subject to appeal) against Allied or any
of the Restricted Subsidiaries of Allied, AWNA or any Guarantor or any
Restricted Subsidiary of AWNA, as the case may be, in an aggregate amount in
excess of $25 million which remains or remain unstayed, undischarged or unbonded
for a period of 60 days thereafter; and (g) certain events of bankruptcy,
insolvency and reorganization of Allied, AWNA or any Guarantor, as the case may
be. (Section 5.1 of each Indenture) Events of Default with respect to a
specified series of Debt Securities may be deleted from or added to the
Indenture or may be modified and, if so deleted, added or modified, will be
described in the applicable Prospectus Supplement. (Sections 3.1 and 5.1 of each
Indenture)
Each Indenture provides that the relevant Trustee will, within 90 days
after the occurrence of a Default that is continuing with respect to the Debt
Securities of any series, give to the holders of the Debt Securities of that
series notice of all Defaults known to it unless such Default shall have been
cured or waived; provided that except in the case of a Default in payment of
principal, premium, if any, or interest on the Debt Securities of that series,
such Trustee shall be protected in withholding such notice if it in good faith
determines that withholding such notice is in the interests of holders of the
Debt Securities of that series. (Section 6.2 of each Indenture) "Default" means
any event which is, or after notice or passage of time, or both, would be, an
Event of Default. (Section 1.1 of each Indenture)
Each Indenture provides that, if an Event of Default specified therein
(other than an Event of Default of the type described in clause (g) of the
second preceding paragraph) occurs with respect to the Debt Securities of any
series and is continuing, the Trustee for such series or the holders of 25% in
aggregate principal amount of all outstanding Debt Securities of that series
(calculated as provided for in each Indenture) may declare the principal of (or,
if the Debt Securities of that series are Original Issue Discount Securities or
Indexed Securities, such portion of the principal amount specified in the
Prospectus Supplement) and accrued interest, if any, on all the Debt Securities
of that series to be due and payable and upon such declaration, such principal
(or, in the case of Original Issue Discount Securities or Indexed Securities,
such portion of the principal amount specified in the Prospectus Supplement) and
interest, if any, shall be immediately due and payable. If an Event of Default
of the type described in clause (g) of the second preceding paragraph occurs
with respect to the Debt Securities of any series and is continuing, then the
principal of (or, if the Debt Securities of that
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series are Original Issue Discount Securities or Indexed Securities, the
applicable portion of such principal amount) and accrued interest, if any, on
all the Debt Securities of that series shall be immediately due and payable
without any declaration or act on the part of the Trustee for such series or any
holder of such Debt Securities. If the principal of and interest on Senior
Subordinated Securities is accelerated as described in this paragraph, the
payment of such principal and interest shall remain subordinated to the extent
provided in Article 15 of the Senior Subordinated Indentures. (Section 5.2 of
each Indenture)
Each Indenture provides that the holders of not less than a majority in
aggregate principal amount of any series of Debt Securities by written notice to
the Trustee for such series may waive, on behalf of the holders of all Debt
Securities of such series, any past Default or Event of Default with respect to
that series and its consequences except a Default or Event of Default in the
payment of the principal of, premium, if any, or interest, if any, on any Debt
Security or with respect to a covenant or provision that cannot be amended or
modified without consent of each holder of such series of Debt Securities
affected. (Section 5.7 of each Indenture)
Reference is made to the Prospectus Supplement relating to each series of
Debt Securities that are Original Issue Discount Securities for the particular
provisions relating to acceleration of the maturity of a portion of the
principal amount of such Original Issue Discount Securities upon the occurrence
of an Event of Default and the continuation thereof.
Each Indenture provides that, if a Default or an Event of Default shall
have occurred and be continuing, the holders of not less than a majority in
aggregate principal amount of the Debt Securities of each series affected (with
each such series voting as a class) may, subject to certain limited conditions,
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee for such series, or exercising any trust or power
conferred on such Trustee. (Section 5.8 of each Indenture)
Each Indenture includes a covenant that Allied, or AWNA, as the case may
be, will file annually with the relevant Trustee a certificate as to the
presence or absence of certain defaults under the terms of such Indenture.
(Section 9.5 of each Indenture)
MODIFICATION AND WAIVER
Each Indenture contains provisions permitting Allied, AWNA and the
Guarantors, as the case may be, and the relevant Trustee to enter into one or
more supplemental indentures without the consent of the holders of any of the
Debt Securities in order (i) to evidence the succession of another entity to
Allied, AWNA or any Guarantor, as the case may be, and the assumption of the
covenants and obligations of Allied, AWNA or any Guarantor, as the case may be,
under the Debt Securities and such Indenture by such successor to Allied, AWNA
or any Guarantor, as the case may be; (ii) to add to the covenants of Allied,
AWNA or any Guarantor, as the case may be, for the benefit of the holders of all
or any series of Debt Securities or surrender any right or power conferred on
Allied, AWNA or any Guarantor, as the case may be, by such Indenture; (iii) to
add additional Events of Default with respect to all or any series of Debt
Securities; (iv) to add to or change any provisions to such extent as necessary
to facilitate the issuance or administration of Debt Securities in bearer form
or to facilitate the issuance or administration of Debt Securities in global
form; (v) to change or eliminate any provision affecting only Debt Securities
not yet issued; (vi) to secure any series of Debt Securities; (vii) to establish
the form or terms of Debt Securities of any series; (viii) to evidence and
provide for successor Trustees or to add or change any provisions of such
Indenture to such extent as necessary to permit or facilitate the appointment of
a separate Trustee or Trustees for specific series of Debt Securities; (ix) to
permit payment in respect of Debt Securities in bearer form in the United States
to the extent allowed by law; (x) to cure any ambiguity, to correct or
supplement any inconsistent provisions or to make any other provisions with
respect to matters or questions arising under such Indenture which shall not be
inconsistent with the provisions of such Indenture, provided that any such
action does not adversely affect in any material respect the interests of any
holder of Debt Securities of any series then outstanding; (xi) to make provision
with respect to any conversion or exchange rights of holders not adverse to the
holders of any Debt Securities of any series then outstanding with such
conversion or exchange rights, including providing for the conversion or
exchange of Debt Securities into Common Stock or Preferred Stock of Allied; or
(xii) to effect the
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qualification of such Indenture under the TIA or to add provisions expressly
required under the TIA. (Section 8.1 of each Indenture)
Each Indenture also contains provisions permitting Allied, or AWNA and the
Guarantors, as the case may be, and the relevant Trustee, with the consent of
the holders of a majority in aggregate principal amount of the outstanding Debt
Securities of each series affected by such supplemental indenture, to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of such Indenture or any supplemental indenture or modifying
the rights of the holders of Debt Securities of such series, except that,
without the consent of the holder of each Debt Security so affected, no such
supplemental indenture may: (i) change the time for payment of principal or
premium, if any, or interest on any Debt Security; (ii) reduce the principal on
any Debt Security, or change the manner in which the amount of principal or
premium, if any, or interest thereon is determined; (iii) reduce the interest
rate, or reduce the amount of premium, if any, payable upon the redemption of
any Debt Security or change the manner in which the amount of the premium, if
any, or interest is determined; (iv) reduce the amount of principal payable upon
declaration of acceleration of the maturity of any Original Issue Discount
Security or Indexed Security; (v) change the currency or currency unit in which
any Debt Security or any premium or interest thereon is payable; (vi) impair the
right to institute suit for the enforcement of any payment on or with respect to
any Debt Security after such payment has become due (or, in the case of
redemption, on or after the Redemption Date); (vii) reduce the percentage in
principal amount of the Outstanding Debt Securities of any series, the consent
of whose holders is required for modification or amendment of such Indenture or
for waiver of compliance with certain provisions of the Indenture or for waiver
of certain defaults thereunder, or reduce the quorum or voting requirements
applicable to meetings of holders of Debt Securities; (viii) change the
obligation of Allied or AWNA, as the case may be, to maintain an office or
agency in the places and for the purposes specified in such Indenture; (ix) in
the case of the Senior Subordinated Indenture, modify the subordination
provisions thereof in a manner adverse to the holders of Senior Subordinated
Securities of any series then outstanding; (x) modify the provisions that set
forth the provisions in each Indenture that may not be changed without the
consent of the holder of each Debt Security affected thereby or (xi) make any
change adversely affecting any rights of the holders to convert or exchange
convertible or exchangeable Debt Securities. (Section 8.2 of each Indenture)
The Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of any series may waive compliance by Allied, or AWNA or any
Guarantor, as the case may be, with certain restrictive provisions of the
applicable Indenture (Section 9.6 of each Indenture). The Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of any series
may waive any past default under the applicable Indenture, except a default in
the payment of principal, premium or interest and certain covenants and
provisions of the applicable Indenture which cannot be amended or modified
without the consent of the Holder of each Outstanding Debt Security of such
series affected. (Section 5.7 of each Indenture)
SUBORDINATION UNDER THE SENIOR SUBORDINATED INDENTURES
The payment of the principal of (and premium, if any) and interest on the
Senior Subordinated Debt Securities will, in certain circumstances as set forth
in the applicable Senior Subordinated Indenture, be subordinated in right of
payment to the prior payment in full of all Senior Debt of Allied or AWNA, as
the case may be. Upon any payment or distribution of assets of Allied or AWNA,
as the case may be, to creditors upon any liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors, marshalling of assets
and liabilities or any bankruptcy, insolvency or similar proceedings of Allied
or AWNA, as the case may be, the holders of Senior Debt of Allied or AWNA, as
the case may be, will be entitled to receive payment in full of the principal of
(and premium, if any) and interest on such Senior Debt, including all amounts
due or to become due on all such Senior Debt, or provision will be made for
payment in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of such Senior Debt, before the holders of Senior Subordinated Debt
Securities of Allied or AWNA, as the case may be, are entitled to receive any
Securities Payments. "Securities Payment" means any payment or distribution of
any kind, whether in cash, property or securities (including any payment or
distribution deliverable by reason of the payment of any other Debt subordinated
to the Senior Subordinated Debt Securities) on account of the principal of (and
premium,
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if any) or interest on the Senior Subordinated Debt Securities or on account of
the purchase or redemption or other acquisition of Senior Subordinated Debt
Securities by Allied, AWNA or any subsidiary of Allied. In the event that,
notwithstanding the foregoing, the applicable Senior Subordinated Trustee or the
holder of any Senior Subordinated Debt Securities receives any Securities
Payment before all Senior Debt of Allied, or AWNA, as the case may be, is paid
in full or payment thereof is provided for in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of such Senior Debt, then and
in such event such Debt Securities Payment will be required to be paid over or
delivered forthwith to the holders of Senior Debt for application to the payment
of all Senior Debt of Allied or AWNA, as the case may be, remaining unpaid, to
the extent necessary to pay such Senior Debt in full. (Sections 15.1 and 15.2 of
the Senior Subordinated Allied Indenture and the Senior Subordinated AWNA
Indenture)
Allied or AWNA, as the case may be, may not make any Securities Payments if
there has occurred and is continuing a default in the payment of the principal
of (or premium, if any) or interest on Senior Debt of Allied or AWNA, as the
case may be, or if there has occurred and is continuing any event of default
with respect to Senior Debt of Allied or AWNA, as the case may be, which has
resulted in such Senior Debt becoming or being declared due and payable prior to
the date on which it would otherwise have become due and payable (a "Senior
Payment Default"). In addition, if any default (other than a Senior Payment
Default), with respect to any Senior Debt of Allied or AWNA, as the case may be,
permitting after notice or lapse of time (or both) one or more holders thereof
(or a trustee or agent on behalf thereof) to accelerate the maturity thereof (a
"Senior Nonmonetary Default") has occurred and is continuing and Allied or AWNA,
as the case may be, and the applicable Senior Subordinated Trustee have received
written notice thereof from any holder or holders of Senior Debt of AWNA with a
principal amount in excess of $50 million, then Allied may not make any
Securities Payments for a period (a "blockage period") commencing on the date
Allied or AWNA, as the case may be, and the applicable Senior Subordinated
Trustee receive such written notice and ending on the earlier of (x) the 179th
day after such date and (y) the date if any, on which the Senior Debt of Allied
or AWNA, as the case may be, to which such default relates is discharged or such
default is waived or otherwise cured and any acceleration of Senior Debt of the
Company shall have been rescinded or annulled. (Section 15.3 of the Senior
Subordinated Allied Indenture and the Senior Subordinated AWNA Indenture)
In any event, not more than one blockage period with respect to any Senior
Subordinated Debt Securities may be commenced during any period of 360
consecutive days. No Senior Payment Default or Senior Nonmonetary Default that
existed or was continuing on the date of commencement of any blockage period
with respect to the Senior Debt of Allied or AWNA, as the case may be, will be,
or can be, made the basis for the commencement of a subsequent blockage period,
unless such default has been cured for a period of not less than 90 consecutive
days. In the event that, notwithstanding the foregoing, Allied or AWNA, as the
case may be, makes any Securities Payment to the applicable Senior Subordinated
Trustee or any holder of the applicable Senior Subordinated Debt Securities
prohibited by the subordination provisions, then and in such event such Debt
Securities Payment will be required to be paid over and delivered forthwith to
the holders of the Senior Debt of Allied or AWNA, as the case may be. (Section
15.3 of the Senior Subordinated Allied Indenture and the Senior Subordinated
AWNA Indenture)
By reason of such subordination, in the event of insolvency, creditors of
Allied or AWNA, as the case may be, who are not holders of Senior Debt of Allied
or AWNA, as the case may be, or of the applicable Senior Subordinated Debt
Securities may recover less, ratably, than holders of such Senior Debt and may
recover more, ratably, than the holders of the applicable Senior Subordinated
Debt Securities.
"Senior Debt" means, except as otherwise provided in a Prospectus
Supplement relating to any series of Debt Securities, (i) with respect to AWNA,
Debt created pursuant to the Amended Bank Agreement, (ii) with respect to Allied
or AWNA, as the case may be, any Restricted Subsidiary of Allied or AWNA, as the
case may be, or, in the case of the Senior Subordinated AWNA Indenture, any
Guarantor, (a) every obligation of such Person for money borrowed, (b) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations Incurred in connection with the acquisition
of property, assets or businesses, (c) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (d) every Capital Lease
Obligation of such Person and (e) every net payment obligation of such Person
under interest
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rate swap or similar agreements or foreign currency hedge, exchange or similar
agreements at the time of determination, whether Incurred on or prior to the
date of the applicable Indenture or thereafter Incurred, (iii) with respect to
Allied or AWNA, as the case may be, any Restricted Subsidiary of Allied or AWNA,
as the case may be, or, in the case of the Senior Subordinated AWNA Indenture,
any Guarantor, guarantees by such person of Senior Debt, and in the case of
Allied or any Restricted Subsidiary of Allied, any guarantees by such person of
AWNA's obligations under the Amended Bank Agreement, and (iv) amendments,
modifications, renewals, extensions, refinancings and refundings of any such
Debt; provided, however, the following shall not constitute Senior Debt: (A) any
Debt owed to a Person when such Person is a Subsidiary of Allied or AWNA, as the
case may be, (B) any Debt which by the terms of the instrument creating or
evidencing the same is pari passu or subordinate in right of payment to the
applicable Senior Subordinated Debt Securities, (C) any Debt incurred in
violation of the applicable Indenture or (D) any Debt which is subordinate in
right of payment in any respect to any other Debt of Allied or AWNA, as the case
may be. For purposes of this definition, "Debt" includes any obligation to pay
principal, premium (if any), interest, penalties, reimbursement or indemnity
amounts, fees and expenses (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to Allied or AWNA,
as the case may be, whether or not a claim for post-petition interest is allowed
in such proceeding).
"Restricted Subsidiary" means, with respect to any series of Debt
Securities, any Subsidiary of Allied or AWNA, as the case may be, which is not
an Unrestricted Subsidiary (as defined in any Prospectus Supplement relating to
any series of Debt Securities) with respect to such series of Debt Securities
upon the issuance of such series of Debt Securities.
The subordination provisions described above will cease to be applicable to
the applicable Senior Subordinated Debt Securities upon any defeasance or
covenant defeasance of such Senior Subordinated Debt Securities as described
under "-- Defeasance and Covenant Defeasance."
The Senior Subordinated Indentures place no limitation on the amount of
additional Senior Debt that may be incurred by Allied or AWNA, as the case may
be. Allied and AWNA expect from time to time to incur additional indebtedness
constituting Senior Debt.
GUARANTEES
Allied and the Subsidiary Guarantors will, jointly and severally, on a
senior basis, unconditionally guarantee (the "Senior Guarantees") the due and
punctual payment of principal of (and premium, if any) and interest on the
Senior AWNA Debt Securities. Allied and the Subsidiary Guarantors will, jointly
and severally, on a senior subordinated basis, unconditionally guarantee (the
"Senior Subordinated Guarantees") the due and punctual payment of principal of
(and premium, if any) and interest on the Senior Subordinated AWNA Debt
Securities, when and as the same shall become due and payable, whether at the
maturity date, by declaration of acceleration, call for redemption or otherwise.
The Subsidiary Guarantors' obligations under the Senior Guarantees and the
Senior Subordinated Guarantees will be unconditionally guaranteed on a senior
and senior subordinated basis, respectively, by Allied (the "Allied Senior
Guarantee" and "Allied Senior Subordinated Guarantee," respectively, and,
together with the Senior Guarantees and the Senior Subordinated Guarantees, the
"Guarantees"). As of the date of this Prospectus, the Subsidiary Guarantors
constitute all of the direct and indirect subsidiaries of AWNA.
The Senior Guarantees and the Allied Senior Guarantee, when issued, will
rank pari passu in right of payment with all other unsubordinated obligations of
the Guarantors and Allied, respectively, and will rank senior in right of
payment to all subordinated obligations of the Guarantors and Allied,
respectively. The Senior Subordinated Guarantees and the Allied Senior
Subordinated Guarantee, when issued, will be subordinate in right of payment to
the prior payment in full of all Senior Debt of the Guarantors and Allied,
respectively, including, in the case of Allied, all Senior Allied Debt
Securities, and will rank pari passu in right of payment with all other senior
subordinated obligations of the Guarantors and Allied, respectively. No payment
will be made by any Guarantor under its Senior Subordinated Guarantee or by
Allied on its Allied Senior Subordinated Guarantee in respect of the Senior
Subordinated AWNA Debt Securities during any period that payments by AWNA on the
Senior Subordinated AWNA Debt Securities are suspended by the
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subordination provisions of the Senior Subordinated AWNA Indenture. (Sections
15.1, 15.2 and 15.3 of the Allied Senior Subordinated Indenture and Sections
16.1, 16.2 and 16.3 of the AWNA Senior Subordinated Indenture.)
The Guarantees will remain in effect with respect to each Guarantor until
the entire principal of, premium, if any, and interest on the applicable AWNA
Debt Securities shall have been paid in full or otherwise discharged in
accordance with the provisions of the applicable Indenture; provided, however,
that (i) with respect to each Guarantor, if the applicable AWNA Debt Securities
are defeased and discharged as described under "-- Defeasance and Discharge," or
(ii) with respect to each Subsidiary Guarantor, such Subsidiary Guarantor (x)
ceases to be a Restricted Subsidiary or (y) all or substantially all of the
assets of such Subsidiary Guarantor or all of the capital stock of such
Subsidiary Guarantor is sold (including by issuance, merger, consolidation or
otherwise) by the Company or any of its Subsidiaries in a transaction in
accordance with the Indenture, then in each case of (i) and (ii) above, such
Guarantor or the corporation acquiring such assets (in the event of a sale or
other disposition of all or substantially all of the assets of such Subsidiary
Guarantor) shall be released and discharged from the applicable Guarantee
obligations.
Subject to payment in full of all Senior Debt of any Guarantor, the rights
of the holders of the Senior Subordinated AWNA Debt Securities under the related
Senior Subordinated Guarantees of such Guarantor and Allied Senior Subordinated
Guarantee of Allied will be subrogated to the rights of the holders of such
Senior Debt to receive payments or distributions of cash, property or securities
of the Guarantor or Allied, as the case may be, applicable to Senior Debt of
such Guarantor or Allied, as the case may be.
Because Allied is a holding company, the rights of its creditors, including
the Holders of the AWNA Debt Securities in the event the Guarantees are
enforced, to share in the distribution of the assets of any subsidiary upon the
subsidiary's liquidation or recapitalization will be subject to the prior claims
of the subsidiary's creditors, except to the extent Allied may itself be a
creditor with recognized claims against the subsidiary. See "-- General" above.
DEFEASANCE AND COVENANT DEFEASANCE
Defeasance and Discharge. Unless otherwise provided in the applicable
Prospectus Supplement relating to the Debt Securities of a particular series,
Allied or AWNA, as the case may be, will be discharged from any and all
obligations in respect of the Debt Securities of, or within, any series (except
for certain obligations to register the transfer or exchange of Debt Securities,
to replace stolen, lost or mutilated Debt Securities, to convert or exchange
Debt Securities, to maintain paying agencies and to hold monies for payment in
trust) upon the deposit with the relevant Trustee, in trust, of money and/or
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay (x) the principal of, premium, if any, and each installment of
interest on such Debt Securities at the maturity of such payments and (y) any
mandatory sinking fund payments applicable to such series on the day on which
such payments are due and payable in accordance with the terms of the applicable
Indenture and such Debt Securities. (Sections 3.1 and 4.4 of each Indenture)
Such a trust may only be established if, among other things, Allied or AWNA, as
the case may be, has received from, or there has been published by, the Internal
Revenue Service a ruling or there has been a change in law, which in the Opinion
of Counsel provides that Holders of the Outstanding Debt Securities will not
recognize gain or loss for Federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge had not occurred; (ii) no Event
of Default (or event that with the passing of time or the giving of notice, or
both, will constitute an Event of Default) shall have occurred or be continuing;
(iii) Allied or AWNA, as the case may be, has delivered to the Trustee an
Opinion of Counsel to the effect that such deposit shall not cause the Trustee
or the Trust so created to be subject to the Investment Company Act of 1940; and
(iv) certain other customary conditions precedent are satisfied. (Section 4.6 of
each Indenture)
Defeasance of Certain Covenants and Certain Events of Default. Unless
otherwise provided in the applicable Prospectus Supplement relating to the Debt
Securities of a particular series, upon the deposit with the relevant Trustee,
in trust, of money and/or Government Obligations which through the payment of
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interest and principal in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount sufficient to pay the principal of, premium, if any, and each installment
of interest on such Debt Securities and any mandatory Sinking Fund payments
applicable to such series on the day on which such payments are due and payable
in accordance with the terms of such Indenture and such Debt Securities, Allied,
or AWNA and the Guarantors, as the case may be, may omit to comply with certain
covenants applicable to the Debt Securities of, or within, any series and the
occurrence of any Event of Default described in clause (d) or clause (e) under
the caption "Events of Default, Notice and Certain Rights on Default" above or
any additional Event of Default established with respect to such series of Debt
Securities pursuant to Section 3.1 of the applicable Indenture, shall not be
deemed to be a Default or Event of Default under such Indenture and such Debt
Securities. The obligations of Allied, or AWNA and the Guarantors, as the case
may be, under such Indenture and such Debt Securities, other than with respect
to the covenants referred to above, and the Events of Default, other than the
Events of Default referred to above, shall remain in full force and effect.
(Sections 3.1 and 4.5 of each Indenture) Such a trust may only be established
if, among other things, Allied or AWNA, as the case may be, (i) has delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the Notes
will not recognize gain or loss for Federal income tax purposes as a result of
such deposit and defeasance and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred; (ii) no Event of Default
(or event that with the passing of time or the giving of notice, or both, will
constitute an Event of Default) shall have occurred or be continuing; (iii)
Allied or AWNA, as the case may be, has delivered to the Trustee an Opinion of
Counsel to the effect that such deposit shall not cause the Trustee or the trust
so created to be subject to the Investment Company Act of 1940; and (iv) certain
other customary conditions precedent are satisfied. (Section 4.6 of each
Indenture)
In addition, with respect to the Senior Subordinated Indentures, in order
to be discharged or omit compliance with certain covenants as described above,
no default in the payment of principal of, premium, if any, or interest on any
Senior Debt shall have occurred and be continuing and no other event of default
with respect to any Senior Debt shall have occurred and be continuing and shall
have resulted in such Senior Debt becoming or being declared due and payable
prior to the date it would have become due and payable. (Section 4.6 of each
Senior Subordinated Indenture)
In the event Allied, or AWNA and the Guarantors, as the case may be,
exercise its or their option to omit compliance with certain covenants of the
Indenture with respect to such Debt Securities as described in the preceding
paragraphs and such Debt Securities are declared due and payable because of the
occurrence of any Event of Default other than an Event of Default described in
clause (d) or (e) under the caption "Events of Default, Notice and Certain
Rights on Default" above, the amount of money and Government Obligations on
deposit with the relevant Trustee will be sufficient to pay amounts due on such
Debt Securities at the time of their stated maturity but may not be sufficient
to pay amounts due on such Debt Securities at the time of the acceleration
resulting from such Event of Default. However, Allied, or AWNA and the
Guarantors, as the case may be, would remain liable for any such deficiency.
NOTICES
Notices to holders of registered Debt Securities will be given by mail to
the addresses of such holders as they may appear in the Register. Notes to
holders of Bearer Securities will be sufficiently given if published twice in
any newspaper authorized by the applicable Indenture in New York, New York and
in such other cities, if any, as shall be specified for such series. (Section
1.6 of each Indenture)
OWNER OF DEBT SECURITIES
Unless otherwise provided in the applicable Prospectus Supplement relating
to the Debt Securities of a particular series, Allied, or AWNA and the
Guarantors, as the case may be, the applicable Trustee and any agent of Allied,
or AWNA and the Guarantors, as the case may be, or the applicable Trustee, may
treat the person in whose name a Debt Security in registered form is registered,
and may treat the bearer of a Debt Security in bearer form, as the absolute
owner thereof (whether or not such Debt Security may be overdue) for the purpose
of receiving payment and for all other purposes. (Section 3.8 of each Indenture)
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GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the laws of the State of New York. (Section 1.12 of each
Indenture)
THE TRUSTEE
First Trust National Association, a national banking association, is the
Trustee under each of the Indentures. First Trust National Association is also
the Trustee under the Indenture dated as of May 15, 1997 (the "11.30%
Indenture") relating to Allied's 11.30% Senior Discount Notes due 2007 and the
Indenture dated as of December 1, 1996 (the "10 1/4% Indenture") relating to
AWNA's 10 1/4% Senior Subordinated Notes due 2006. Pursuant to the provisions of
the TIA, upon a default under any of the Senior Indentures, the Subordinated
Indentures, the 11.30% Indenture or the 10 1/4% Indenture, First Trust National
Association may be deemed to have a conflicting interest, by virtue of its
acting as the Trustee under each of the Indentures, thereby requiring it to
resign and be replaced by a successor Trustee under one or more of the
Indentures, the 11.30% Indenture or the 10 1/4% Indenture.
DESCRIPTION OF WARRANTS
Allied may issue Warrants, including Warrants to purchase Allied Debt
Securities ("Debt Warrants"), Preferred Stock or Common Stock. Warrants may be
issued independently or together with any such securities of Allied and may be
attached to or separate from such securities of Allied. The Warrants are to be
issued under warrant agreements (each a "Warrant Agreement") to be entered into
between Allied and a bank or trust company, as warrant agent (the "Warrant
Agent"), all as shall be set forth in the Prospectus Supplement relating to
Warrants being offered pursuant thereto. The description of the terms of the
Warrants that are set forth below and that will be set forth in the applicable
Prospectus Supplement do not purport to be complete and are qualified in their
entirety by reference to the Warrant Agreement and warrant certificate relating
to such Warrants.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Warrant Agreement relating to such Debt Warrants
and the warrant certificates representing such Debt Warrants, including the
following: (i) the specific designation of such Debt Warrants; (ii) the Debt
Securities of Allied for which such Debt Warrants are exercisable; (iii) the
aggregate number of such Debt Warrants; (iv) the principal amount of Debt
Securities purchasable upon exercise of each Debt Warrant, and the price or
prices at which such Debt Warrants will be issued; (v) the procedures and
conditions relating to the exercise of such Debt Warrants; (vi) the designation
and terms of any related Debt Securities of Allied with which such Debt Warrants
are issued, and the number of such Debt Warrants issued with each such Debt
Security; (vii) the date, if any, on and after which such Debt Warrants and the
related securities of Allied will be separately transferable; (viii) the date on
which the right to exercise such Debt Warrants shall commence, and the date on
which such right shall expire; (ix) the maximum or minimum number of such Debt
Warrants which may be exercised at any time; (x) if applicable, a discussion of
material United States Federal income tax considerations; (xi) any other terms
of such Debt Warrants and terms, procedures and limitations relating to the
exercise of such Debt Warrants; and (xii) the terms of the securities of Allied
purchasable upon exercise of such Debt Warrants. Prior to the exercise of their
Debt Warrants, holders of Debt Warrants exercisable for Debt Securities will not
have any of the rights of holders of the Debt Securities purchasable upon such
exercise and will not be entitled to payments of principal (or premium, if any)
or interest, if any, on the Debt Securities purchasable upon such exercise.
OTHER WARRANTS
Allied may issue other Warrants. The applicable Prospectus Supplement will
describe the following terms of any such other Warrants in respect of which this
Prospectus is being delivered: (i) the title of such Warrants; (ii) the
securities (whether Preferred Stock or Common Stock) for which such Warrants are
26
<PAGE> 31
exercisable; (iii) the price or prices at which such Warrants will be issued;
(iv) if applicable, the designation and terms of the Preferred Stock or Common
Stock with which such Warrants are issued, and the number of such Warrants
issued with each such share of Preferred Stock or Common Stock; (v) if
applicable, the date on and after which such Warrants and the related Preferred
Stock or Common Stock will be separately transferable; (vi) if applicable, a
discussion of material United States Federal income tax considerations; and
(vii) any other terms of such Warrants, including terms, procedures and
limitations relating to the exchange and exercise of such Warrants. The
applicable Prospectus Supplement will also set forth (a) the amount of
securities called for by such Warrants, and, if applicable, the amount of
Warrants outstanding, and (b) information relating to provisions, if any, for a
change in the exercise price or the expiration date of such Warrants and the
kind, frequency and timing of any notice to be given. Prior to the exercise of
their Warrants for shares of Preferred Stock or Common Stock, holders of such
Warrants will not have any rights of holders of the Preferred Stock or Common
Stock purchasable upon such exercise and will not be entitled to dividend
payments, if any, or voting rights of the Preferred Stock or Common Stock
purchasable upon such exercise.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder thereof to purchase for cash or other
consideration such principal amount or such number of securities of Allied, at
such exercise price as shall in each case be set forth in, or be determinable as
set forth in, the Prospectus Supplement relating to the Warrants offered
thereby. Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Warrants offered thereby at any time up to the close of business
on the expiration date set forth in such Prospectus Supplement. After the close
of business on the expiration date (or such later expiration date as may be
extended by Allied), unexercised Warrants will become void.
Upon receipt of payment and the warrant certificate properly completed and
duly executed at the corporate trust office of the Warrant Agent or any other
office indicated in the applicable Prospectus Supplement, Allied will, as soon
as practicable, forward the securities purchasable upon such exercise. If less
than all of the Warrants represented by such warrant certificate are exercised,
a new warrant certificate will be issued for the remaining Warrants.
MODIFICATIONS
Each Warrant Agreement and the terms of the Warrants and the Warrant
Certificates issued thereunder may be amended by Allied and the applicable
Warrant Agent, without the consent of the holders, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision therein or in any other manner which Allied may deem
necessary or desirable and which will not adversely affect the interests of the
holders in any material respect.
PLAN OF DISTRIBUTION
Allied or AWNA may sell Securities to or through one or more underwriters
or dealers and also may sell Securities directly to institutional investors or
other purchasers, or through agents.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters or agents may
receive compensation from Allied or AWNA or from purchasers of Securities for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of Securities may be deemed to be underwriters, and any
discounts or commissions received by them from Allied and any profit on the
resale of Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act. Any such underwriter or agent will
27
<PAGE> 32
be identified, and any such compensation received from Allied or AWNA will be
described, in the related Prospectus Supplement.
Under agreements which may be entered into by Allied and/or AWNA,
underwriters and agents who participate in the distribution of Securities may be
entitled to indemnification by Allied and AWNA against certain liabilities,
including liabilities under the Securities Act.
If so indicated in the related Prospectus Supplement, Allied or AWNA will
authorize underwriters or other persons acting as Allied's or AWNA's agents to
solicit offers by certain institutions to purchase Securities from Allied or
AWNA pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by Allied or AWNA. The obligations of any
purchaser under any such contract will be subject to the condition that the
purchase of the Securities shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
Certain of the underwriters or agents and their associates may engage in
transactions with and perform services for Allied, AWNA or their respective
affiliates in the ordinary course of their respective businesses.
The Securities may or may not be listed on a national securities exchange
or Nasdaq (other than the Common Stock, which is listed on the Nasdaq National
Market tier of Nasdaq). Any Common Stock sold pursuant to a Prospectus
Supplement will be listed on the Nasdaq National Market tier of Nasdaq. No
assurances can be given that there will be an active trading market for the
Securities.
VALIDITY OF SECURITIES
The validity of the Securities will be passed upon for Allied, AWNA and the
Guarantors by Fried, Frank, Harris, Shriver & Jacobson (a partnership which
includes professional corporations), New York, New York, and for the
underwriters, dealers or agents, if any, by Sullivan & Cromwell, New York, New
York.
EXPERTS
The audited consolidated financial statements of Allied 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 report with respect thereto, and are incorporated by
reference in reliance upon the authority of said firm as experts in giving said
report.
The audited consolidated financial statements of Laidlaw Solid Waste
Management Group incorporated by reference in this Prospectus and elsewhere in
the Registration Statement have been audited by Coopers & Lybrand, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing.
28
<PAGE> 33
======================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS 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 ALLIED OR AWNA SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 3
Use of Proceeds....................... 3
Risk Factors.......................... 4
Ratio of Earnings to Fixed Charges and
Earnings to Fixed Charges and
Preferred Stock Dividends........... 9
Description of Capital Stock.......... 10
Description of Debt Securities and
Guarantees.......................... 13
Description of Warrants............... 26
Plan of Distribution.................. 27
Validity of Securities................ 28
Experts............................... 28
</TABLE>
======================================================
======================================================
ALLIED WASTE
INDUSTRIES, INC.
COMMON STOCK, PREFERRED STOCK, DEBT SECURITIES AND WARRANTS
ALLIED WASTE
NORTH AMERICA, INC.
DEBT SECURITIES
PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST UNCONDITIONALLY GUARANTEED
BY ALLIED WASTE INDUSTRIES, INC. AND SUBSIDIARY GUARANTORS
[ALLIED WASTE LOGO]
--------------------
PROSPECTUS
--------------------
, 1997
======================================================
<PAGE> 34
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
<TABLE>
<S> <C>
SEC registration fee..................................................... $ 242,424
Nasdaq listing fee....................................................... $ 17,500
Blue sky fees and expenses............................................... $ 15,000
Legal fees and expenses.................................................. $ 500,000
Accounting fees and expenses............................................. $ 150,000
Printing and engraving expenses.......................................... $ 250,000
Transfer agent and registrar fees and expenses........................... $ 10,000
Trustees' fees and expenses.............................................. $ 15,000
Rating agency fees....................................................... $ 100,000
Miscellaneous............................................................ $ 50,076
----------
Total.......................................................... $1,350,000
=========
</TABLE>
- ---------------
* Except for the SEC registration fee, all of the foregoing expenses have been
estimated.
ITEM 15. 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 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.
Allied's Certificate of Incorporation and Bylaws require Allied to
indemnify its directors to the fullest extent permitted under Delaware law.
Pursuant to employment agreements entered into by Allied with its executive
officers and certain other key employees, Allied must indemnify such officers
and employees in the same manner and to the same extent that Allied is required
to indemnify its directors under Allied's Bylaws. Allied'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.
II-1
<PAGE> 35
Allied 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 liabilities under the federal and state securities laws. Allied has
entered into indemnification agreements to indemnify its directors to the extent
permitted under Delaware law.
ITEM 16. EXHIBITS
The following is a list of all the exhibits filed as part of the
Registration Statement.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- -------- ------------------------------------------------------------------------------------
<S> <C>
4.1 -- Restated Certificate of Incorporation of Allied (Incorporated herein by reference to
Exhibit 3.1 to Allied's report on Form 10-K/A-2 for the fiscal year ended December
31, 1996).
4.2 -- Amended and Restated Bylaws of Allied (Incorporated herein by reference to Exhibit
3.2 to Allied's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997).
4.3 -- Form of Senior Indenture between Allied and First Trust National Association, as
trustee.*
4.4 -- Form of Senior Subordinated Indenture between Allied and First Trust National
Association, as trustee.*
4.5 -- Form of Senior Indenture by and among AWNA, Allied, as guarantor, the Subsidiary
Guarantors named therein and First Trust National Association, as trustee.*
4.6 -- Form of Senior Subordinated Indenture by and among AWNA, Allied, as guarantor, the
Subsidiary Guarantors named therein and First Trust National Association, as
trustee.*
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel to Allied and AWNA, as
to the legality of the securities being offered.*
12.1 -- Statement regarding computation of ratios of earnings to fixed charges (incorporated
by reference to Exhibit 12 to Allied's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 and to Exhibit 12 to Allied's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997).
12.2 -- Statement regarding computation of ratios of earnings to fixed charges and preferred
stock dividends.*
23.1 -- Consent of Arthur Andersen LLP.*
23.2 -- Consent of Coopers & Lybrand.*
23.3 -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5.1).*
24.1 -- Powers of Attorney for Allied and AWNA relating to subsequent amendments.*
24.2 -- Power of Attorney for the Subsidiary Guarantors relating to subsequent amendments.*
25.1 -- Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of First Trust
National Association (separately bound).*
25.2 -- Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of First Trust
National Association (separately bound).*
25.3 -- Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of First Trust
National Association (separately bound).*
25.4 -- Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of First Trust
National Association (separately bound).*
</TABLE>
- ---------------
* Previously filed.
II-2
<PAGE> 36
ITEM 17. UNDERTAKINGS
(a) The undersigned Allied and AWNA (the "Registrants") hereby undertake:
(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 this 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 this 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; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (1) (i)
and (ii) above do 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 Registrants pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this 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) Each of the undersigned Registrants hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of Allied's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
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 Registrants pursuant to the provisions permitted under Item 15 above or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrants of expenses incurred or paid by a director,
officer or controlling person of the Registrants in the successful defense of
any action, suit or proceeding) is asserted against the Registrants by such
director, officer or controlling person in connection with the securities being
registered hereby, the Registrants will, unless in the opinion of their counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
<PAGE> 37
(d) Each of the undersigned Registrants hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
(e) Each of the undersigned Registrants hereby undertakes to file an
application for the purpose of determining the eligibility of each of the
Trustees to act under subsection (a) of Section 310 of the Trust Indenture Act
in accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.
II-4
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Allied Waste
Industries, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and it 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 the 19th day of
August, 1997.
Allied Waste Industries, Inc.
By: /s/ PETER S. HATHAWAY
------------------------------------
Peter S. Hathaway
Vice President -- Chief Accounting
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 19, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ -------------------------------------------------
<C> <S>
* Chairman of the Board of Directors
- ------------------------------------------
Roger A. Ramsey
* Director, President and Chief Executive Officer
- ------------------------------------------ (Principal Executive Officer)
Thomas H. Van Weelden
* Vice President -- Chief Financial Officer
- ------------------------------------------ (Principal Financial Officer)
Henry L. Hirvela
/s/ PETER S. HATHAWAY Vice President -- Chief Accounting Officer
- ------------------------------------------ (Principal Accounting Officer)
Peter S. Hathaway
* Director
- ------------------------------------------
Nolan Lehmann
* Director
- ------------------------------------------
Alan B. Shepard
* Director
- ------------------------------------------
Brian A. O'Leary
* Director
- ------------------------------------------
Michael Gross
</TABLE>
II-5
<PAGE> 39
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ -------------------------------------------------
<C> <S>
* Director
- ------------------------------------------
David B. Kaplan
* Director
- ------------------------------------------
Antony P. Ressler
Director
- ------------------------------------------
Howard A. Lipson
Director
- ------------------------------------------
Dennis Hendrix
Director
- ------------------------------------------
Warren B. Redman
Director
- ------------------------------------------
Vincent Tese
*By /s/ PETER S. HATHAWAY
- ------------------------------------------
Peter S. Hathaway
Attorney-in-fact
</TABLE>
II-6
<PAGE> 40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Allied Waste
North America, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and it 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 the 19th day of
August, 1997.
Allied Waste North America, Inc.
By: /s/ PETER S. HATHAWAY
------------------------------------
Peter S. Hathaway
Vice President -- Chief Accounting
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 19, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ -------------------------------------------------
<C> <S>
* Chairman of the Board of Directors and Chief
- ------------------------------------------ Executive Officer (Principal Executive Officer)
Roger A. Ramsey
* Director, President and Chief Operating Officer
- ------------------------------------------
Thomas H. Van Weelden
* Director, Vice President -- Chief Financial
- ------------------------------------------ Officer
Henry L. Hirvela (Principal Financial Officer)
/s/ PETER S. HATHAWAY Vice President -- Chief Accounting Officer
- ------------------------------------------ (Principal Accounting Officer)
Peter S. Hathaway
*By /s/ PETER S. HATHAWAY
- ------------------------------------------
Peter S. Hathaway
Attorney-in-fact
</TABLE>
II-7
<PAGE> 41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule A hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and it 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 the 19th day of August, 1997.
On behalf of each Subsidiary Guarantor
listed on Schedule A hereto.
By: /s/ DONALD W. SLAGER
------------------------------------
Donald W. Slager
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated for each of the Subsidiary Guarantors listed on Schedule A
hereto on August 19, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ -------------------------------------------------
<C> <S>
/s/ DONALD W. SLAGER Executive Vice President (Principal Executive
- ------------------------------------------ Officer)
Donald W. Slager
* Treasurer (Principal Financial Officer and
- ------------------------------------------ Principal Accounting Officer)
G. Thomas Rochford, Jr.
* Director
- ------------------------------------------
Thomas H. Van Weelden
* Director
- ------------------------------------------
Daniel J. Ivan
* Director
- ------------------------------------------
Larry D. Henk
*By /s/ PETER S. HATHAWAY
- ------------------------------------------
Peter S. Hathaway
Attorney-in-Fact
</TABLE>
II-8
<PAGE> 42
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ ----------------------------------------------------------------------------------
<C> <C> <S>
4.1 -- Restated Certificate of Incorporation of Allied (Incorporated herein by reference
to Exhibit 3.1 to Allied's report on Form 10-K/A-2 for the fiscal year ended
December 31, 1996).
4.2 -- Amended and Restated Bylaws of Allied (Incorporated herein by reference to Exhibit
3.2 to Allied's Quarterly Report on Form 10-Q for the quarter ended June 30,
1997).
4.3 -- Form of Senior Indenture, between Allied and First Trust National Association, as
trustee.*
4.4 -- Form of Senior Subordinated Indenture, between Allied and First Trust National
Association, as trustee.*
4.5 -- Form of Senior Indenture, by and among AWNA, Allied, as guarantor, the Subsidiary
Guarantors named therein and First Trust National Association, as trustee.*
4.6 -- Form of Senior Subordinated Indenture, by and among AWNA, Allied, as guarantor,
the Subsidiary Guarantors named therein and First Trust National Association, as
trustee.*
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel to Allied and AWNA,
as to the legality of the securities being offered.*
12.1 -- Statement regarding computation of ratios of earnings to fixed charges
(incorporated by reference to Exhibit 12 to Allied's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 and to Exhibit 12 to Allied's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997).
12.2 -- Statement regarding computation of ratios of earnings to fixed charges and
preferred stock dividends.*
23.1 -- Consent of Arthur Andersen LLP.*
23.2 -- Consent of Coopers & Lybrand.*
23.3 -- Consent of Fried, Frank, Harris, Shriver & Jacobson (included in Exhibit 5.1).*
24.1 -- Powers of Attorney for Allied and AWNA relating to subsequent amendments.*
24.2 -- Power of Attorney for the Subsidiary Guarantors relating to subsequent
amendments.*
25.1 -- Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of First Trust
National Association (separately bound).*
25.2 -- Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of First Trust
National Association (separately bound).*
25.3 -- Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of First Trust
National Association (separately bound).*
25.4 -- Form T-1 Statement of Eligibility Under Trust Indenture Act of 1939 of First Trust
National Association (separately bound).*
</TABLE>
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* Previously filed.
