<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 27, 1997
ALLIED WASTE INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
<TABLE>
<S> <C>
0-19285 88-0228636
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
15880 N. GREENWAY/HAYDEN LOOP, SUITE 100 85260
SCOTTSDALE, ARIZONA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (602) 423-2946
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS
Allied Waste Industries, Inc. ("Allied" or the "Company") completed the
issuance of $240 million book value senior discount notes in May 1997 and an
amended and restated bank agreement in June 1997. The pro forma financial
statements filed herein are filed for informational purposes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Pro Forma Combined Financial Statements of Allied Waste Industries, Inc.
(i) Introduction
(ii) Pro Forma Combined Statement of Operations for the Six Months Ended
June 30, 1997 (unaudited)
(iii) Pro Forma Combined Statement of Operations for the Year Ended
December 31, 1996 (unaudited)
(iv) Notes to Pro Forma Combined Financial Statements (unaudited)
2
<PAGE> 3
PRO FORMA COMBINED FINANCIAL STATEMENTS
The unaudited pro forma combined statements of operations for the year
ended December 31, 1996 and the six months ended June 30, 1997 give effect to
the Laidlaw Acquisition, the Canadian Sale, the sale of the medical waste
assets, the issuance of the Allied Notes, the Repurchase and the execution of
the Amended Bank Agreement (all terms as defined herein), as if each had
occurred on January 1, 1996.
These statements do not purport to be indicative of the combined results of
operations of Allied and the Laidlaw Acquisition that might have occurred, nor
are they indicative of future results of operations.
The unaudited pro forma combined statements of operations should be read in
conjunction with the Notes to Pro Forma Combined Financial Statements and the
historical consolidated financial statements of Allied and the notes thereto in
the Company's annual report on Form 10-K as amended and in the Company's June
30, 1997 quarterly report on Form 10-Q as amended. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Disclosure
Regarding Forward Looking Statements" in Allied's annual report on Form 10-K as
amended.
3
<PAGE> 4
ALLIED WASTE INDUSTRIES, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS AND NUMBER OF SHARES)
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS
(NOTE 1) (NOTE 4) PRO FORMA
---------- ----------- ----------
<S> <C> <C> <C>
Revenues.................................................... $ 395,184 $ -- $ 395,184
Cost of operations.......................................... 218,282 -- 218,282
Selling, general and administrative expenses................ 46,512 -- 46,512
Depreciation and amortization expense....................... 52,161 -- 52,161
---------- -------- ----------
Operating income.......................................... 78,229 -- 78,229
Interest income............................................. (1,104) -- (1,104)
Interest expense............................................ 46,707 (26,370)(a) 49,988
726(b)
28,925(c)
---------- -------- ----------
Net income before income taxes.............................. 32,626 (3,281) 29,345
Income tax expense.......................................... 14,029 (1,411) 12,618
---------- -------- ----------
Net income before extraordinary loss........................ 18,597 (1,870) 16,727
Dividends on preferred stock................................ (337) -- (337)
---------- -------- ----------
Net income to common shareholders before extraordinary
loss...................................................... $ 18,260 $ (1,870) $ 16,390
========== ======== ==========
Net income per common share before extraordinary loss....... $ 0.21 $ 0.20
========== ==========
Weighted average common and common equivalent shares........ 88,375,927 80,444,260
========== ==========
</TABLE>
The accompanying notes are an integral part of this pro forma combined financial
statement.
4
<PAGE> 5
ALLIED WASTE INDUSTRIES, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS AND NUMBER OF SHARES)
<TABLE>
<CAPTION>
PRO FORMA
PRO FORMA FOR THE
ADJUSTMENTS ALLIED NOTES,
RELATED TO THE PRO FORMA THE REPURCHASE
LAIDLAW LAIDLAW FOR THE AND THE AMENDED
HISTORICAL ACQUISITION ACQUISITION LAIDLAW BANK AGREEMENT
(NOTE 1) (NOTE 2) (NOTE 3) ACQUISITION (NOTE 4) PRO FORMA
---------- ----------- -------------- ----------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Revenues.......................... $ 246,679 $ 494,532 $ -- $ 741,211 $ -- $ 741,211
Cost of operations................ 138,437 331,228 -- 469,665 -- 469,665
Selling, general and
administrative expenses......... 38,602 27,623 -- 66,225 -- 66,225
Depreciation and amortization
expense......................... 31,470 63,884 19,038(a) 112,313 -- 112,313
(2,079)(b)
Acquisition related costs......... 91,693 -- -- 91,693 -- 91,693
Unusual items..................... 5,744 -- -- 5,744 -- 5,744
---------- --------- ---------- --------- --------- ----------
Operating income (loss)......... (59,267) 71,797 (16,959) (4,429) -- (4,429)
Interest income................... (2,110) -- -- (2,110) -- (2,110)
Interest expense.................. 9,257 -- 4,074(c) 112,816 (63,052)(a) 119,638
(14,321)(d) 1,743(b)
113,806(e) 68,131(c)
---------- --------- ---------- --------- --------- ----------
Net income (loss) before income
taxes........................... (66,414) 71,797 (120,518) (115,135) (6,822) (121,957)
Income tax expense (benefit)...... (399) 30,873 (51,823) (21,349) (2,933) (24,282)
---------- --------- ---------- --------- --------- ----------
Net income (loss) before
extraordinary loss.............. (66,015) 40,924 (68,695) (93,786) (3,889) (97,675)
Dividends on preferred stock...... (1,073) -- -- (1,073) -- (1,073)
---------- --------- ---------- --------- --------- ----------
Net income (loss) to common
shareholders before
extraordinary loss.............. $ (67,088) $ 40,924 $ (68,695) $ (94,859) $ (3,889) $ (98,748)
========== ========= ========== ========= ========= ==========
Net loss per common share before
extraordinary loss.............. $ (1.15) $ (1.35)
========== ==========
Weighted average common and common
equivalent shares............... 58,422,581 72,982,690
========== ==========
</TABLE>
The accompanying notes are an integral part of this pro forma combined financial
statement.
5
<PAGE> 6
ALLIED WASTE INDUSTRIES, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
1. HISTORICAL
The historical balances represent the results of operations of Allied for
each of the indicated periods as reported in the historical consolidated
financial statements of Allied. The historical consolidated financial statements
have been restated to reflect acquisitions accounted for as
poolings-of-interests.
2. HISTORICAL AMOUNTS RELATED TO ACQUISITIONS
The amounts in the pro forma combined statements of operations represent
the results of operations of substantially all of the non-hazardous solid waste
business of Laidlaw Inc. (the "Laidlaw Acquisition"), excluding the Canadian
solid waste management operations of the Company which were held for sale and
sold in March 1997 to USA Waste Services, Inc. for $518 million (the "Canadian
Sale") and the Company's medical waste assets which were held for sale and sold
in April 1997, for the period prior to the date of the Laidlaw Acquisition.
December 1996 -- Allied completed the Laidlaw Acquisition for total
consideration of approximately $1.5 billion, as follows (in thousands):
<TABLE>
<S> <C>
Cash................................................................... $1,200,000
7% Debenture........................................................... 77,567
Zero Coupon Debenture.................................................. 33,180
Common Stock........................................................... 110,048
Warrant................................................................ 49,000
----------
Total........................................................ $1,469,795
==========
</TABLE>
Amounts in the statement of operations for the year ended December 31, 1996
for the businesses acquired in the Laidlaw Acquisition and not disposed of are
for the 12 months ended November 30, 1996.
3. PRO FORMA ADJUSTMENTS
The pro forma adjustments reflected in the pro forma combined statements of
operations give effect to the following:
(a) To reflect $19.0 million of goodwill amortization related to $761.5
million of total goodwill recorded in connection with the Laidlaw
Acquisition, calculated based on a 40 year life.
(b) To reflect the elimination of historical goodwill amortization of the
Laidlaw subsidiaries acquired.
(c) To reflect amortization of commitment fees related to the $525 million
10.25% senior subordinated notes ("AWNA Notes") and the $1.275 billion
senior credit facility (the "1996 Bank Agreement") completed in
connection with the Laidlaw Acquisition, giving effect to the Canadian
Sale.
6
<PAGE> 7
ALLIED WASTE INDUSTRIES, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(d) To reflect the reduction of interest expense resulting from the
repayment of certain indebtedness with the proceeds from the 1996 Bank
Agreement completed in connection with the Laidlaw Acquisition,
calculated as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-----------------
<S> <C>
Senior subordinated notes, $100 million, interest at 12% for
7 months during 1996....................................... $ (7,000)
Credit agreement, interest at 9.25% for 7 months during 1996
and related debt issuance cost amortization................ (1,537)
Credit facility interest at 7% for 5 months during 1996 and
related debt issuance cost amortization.................... (5,784)
---------
Total pro forma interest savings........................ $ (14,321)
=========
</TABLE>
(e) To reflect interest expense related to the 1996 Bank Agreement, the
AWNA Notes, and two junior subordinated debentures issued in connection
with the Laidlaw Acquisition (the "Allied Finance Debentures")
calculated as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-----------------
<S> <C>
1996 Bank Agreement, interest at LIBOR plus 2.5%-3.25%....... $ 43,993
AWNA Notes, interest at 10.25%............................... 53,813
7% debenture, implicit interest at 14%....................... 11,200
Zero coupon debenture, implicit interest at 14%.............. 4,800
---------
Total pro forma interest expense........................ $ 113,806
=========
</TABLE>
An increase in the interest rate of one-eighth of a percent on the 1996
Bank Agreement would not have a material impact for the year ended
December 31, 1996.
4. FINANCING TRANSACTIONS
The pro forma combined financial statements give effect to the receipt of
$240 million of proceeds from the issuance of $418 million principal amount of
11.30% senior discount notes due 2007 (the "Allied Notes"), the repurchase of
the Allied Finance Debentures (the "Repurchase") and the completion of an
amended and restated bank agreement (the "Amended Bank Agreement") that replaced
the 1996 Bank Agreement.
The pro forma combined financial statements do not include the historical
and pro forma extraordinary charges of approximately $13 million and $57
million, respectively, net of income tax benefit, related to the early
extinguishments of debt in 1996 and incurred in connection with the Repurchase.
7
<PAGE> 8
ALLIED WASTE INDUSTRIES, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The adjustments related to the financing transactions reflected in the pro
forma combined statements of operations give effect to the following:
(a) To reflect reduction of interest expense and amortization of debt
issuance costs resulting from the Repurchase completed in connection
with the Allied Notes and the execution of the Amended Bank Agreement,
calculated as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, SIX MONTHS ENDED
1996 JUNE 30, 1997
------------ ----------------
<S> <C> <C>
7% Debenture, implicit interest at 14%....... $(11,200) $ (4,072)
Zero Coupon Debenture, implicit interest at
14%........................................ (4,800) (1,742)
1996 Bank Agreement, interest at LIBOR plus
2.5% - 3.25%............................... (47,052) (20,556)
-------- --------
Total pro forma interest savings........ $(63,052) $(26,370)
======== ========
</TABLE>
(b) To reflect amortization of debt issuance costs related to the Allied
Notes and the Amended Bank Agreement.
(c) To reflect interest expense related to the Allied Notes and the Amended
Bank Agreement calculated as follows (in thousands):
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, SIX MONTHS ENDED
1996 JUNE 30, 1997
------------ ----------------
<S> <C> <C>
Allied Notes, interest accreting at 11.3%.... $ 27,886 $ 15,136
Allied Notes, reverse historical interest
accreting at 11.3% for May 15, 1997 through
June 30, 1997.............................. -- (3,390)
Amended Bank Agreement, interest at 7.6%..... 40,245 17,179
-------- --------
$ 68,131 $ 28,925
======== ========
</TABLE>
5. NET INCOME (LOSS) PER COMMON SHARE
Pro forma net income (loss) per common share is calculated by dividing pro
forma net income (loss) to common shareholders less requirements on Series D
preferred stock, 7% preferred stock, and 9% preferred stock by the pro forma
weighted average common and common equivalent shares outstanding during the
periods. Pro forma weighted average common and common equivalent shares have
been computed as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, SIX MONTHS ENDED
1996 JUNE 30, 1997
------------ ----------------
<S> <C> <C>
Historical weighted average common shares...... 58,422,581 76,933,433
Common stock equivalents --
Stock options and warrants................... -- 11,279,994
Convertible debt assumed converted........... -- 162,500
Pro forma effect of the Repurchase............. -- (7,931,667)
Pro forma effect of issuing common shares for
the Laidlaw Acquisition accounted for as a
purchase..................................... 14,560,109 --
---------- ----------
72,982,690 80,444,260
========== ==========
</TABLE>
8
<PAGE> 9
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant, Allied Waste Industries, Inc., has caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
ALLIED WASTE INDUSTRIES, INC.
By: /s/ PETER S. HATHAWAY
------------------------------------
Vice President
and Chief Accounting Officer
Date: August 27, 1997
9
