SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Allied Waste Industries, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
019589100
(Cusip Number)
James J. O'Brien
2420 Texas Commerce Tower
Fort Worth, Texas 76102
(817) 871-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated
November 4, 1994, as amended by Amendment No. 1 dated December 6, 1994,
Amendment No. 2 dated December 13, 1994, Amendment No. 3 dated December 16,
1994, Amendment No. 4 dated February 1, 1995 and Amendment No. 5 dated
September 20, 1996 ("Schedule 13D"), relating to the Common Stock, par value
$0.01 per share, of Allied Waste Industries, Inc. Unless otherwise
indicated, all defined terms used herein shall have the same meanings
ascribed to them in the Schedule 13D.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
Item 4. Purpose of Transaction.
No material change.
Item 5. Interest in Securities of the Issuer.
No material change.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby amended by adding at the end thereof the following:
On February 3, 1997, TPG and the Issuer entered into a Letter Agreement
(the "Letter Agreement"), dated as of January 30, 1997, which amended Section
4.1 of the Purchase Agreement relating to the filing of a shelf registration
statement. The description of the Letter Agreement that follows is not, and
does not purport to be, complete and is qualified in its entirety by
reference to the Letter Agreement, a copy of which is attached hereto as
Exhibit 99.10. The Letter Agreement provides in pertinent part as follows:
Pursuant to the Letter Agreement, the Issuer is obligated to file a
shelf registration statement (the "Initial Registration") relating to up to
5,854,801 shares of Stock on or before February 10, 1997, and to maintain the
effectiveness of the Initial Registration until the earlier of (i) the date
upon which the offering of such shares of Stock is completed and (ii) a
period of three years from the date the Initial Registration becomes
effective. In addition, upon receipt by the Issuer of a request by TPG at
any time, the Issuer is obligated to file a shelf registration statement (the
"Shelf Registration") relating to the shares of Stock purchased pursuant to
the Purchase Agreement and not covered by the Initial Registration. The
Issuer is required to maintain the effectiveness of the Shelf Registration
until a period of three years from the date such Shelf Registration becomes
effective. The management of the Issuer is obligated to take such actions as
are necessary to reasonably cooperate with TPG regarding any selling efforts
undertaken by TPG in connection with an offering of shares of the Stock
pursuant to the Initial Registration or the Shelf Registration.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated in its entirety to read as
follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
Exhibit 99.2 -- Securities Purchase Agreement by and among TPG Partners,
L.P. and Allied Waste Industries, Inc. dated October 27, 1994. (Previously
Filed)
Exhibit 99.3 -- First Amendment dated as of December 1, 1994, to
Securities Purchase Agreement dated October 27, 1994, by and among TPG
Partners, L.P. and Allied Waste Industries, Inc. (Previously Filed)
Exhibit 99.4 -- Preferred Stock Purchase Agreement dated as of December
9, 1994, by and among TPG Partners, L.P. and Allied Waste Industries, Inc.
(Previously Filed)
Exhibit 99.5 -- Second Amendment dated as of December 9, 1994, to
Securities Purchase Agreement dated October 27, 1994, by and among TPG
Partners, L.P. and Allied Waste Industries, Inc. (Previously Filed)
Exhibit 99.6 -- Third Amendment dated as of December 16, 1994, to
Securities Purchase Agreement dated October 27, 1994, by and among TPG
Partners, L.P. and Allied Waste Industries, Inc. (Previously filed)
Exhibit 99.7 -- Fourth Amendment dated as of December 27, 1994, to
Securities Purchase Agreement dated October 27, 1994, by and among TPG
Partners, L.P. and Allied Waste Industries, Inc. (Previously filed)
Exhibit 99.8 -- Escrow Agreement dated as of December 30, 1994, by and
among TPG Partners, L.P., Allied Waste Industries, Inc. and First Interstate
Bank of Texas, N.A., as Escrow Agent (Previously filed)
Exhibit 99.9 -- Agreement dated September 17, 1996, by and between
Allied Waste Industries, Inc., TPG Partners, L.P., and TPG Parallel I, L.P.
(Previously filed)
Exhibit 99.10 -- Letter Agreement dated January 30, 1997, between Allied
Waste Industries, Inc., TPG Partners, L.P., and TPG Parallel I, L.P.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: February 4, 1997
TPG PARTNERS, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
TPG PARALLEL I, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
99.2 Securities Purchase Agreement by and among TPG Partners, L.P.
and Allied Waste Industries, Inc. dated October 27, 1994,
previously filed.
99.3 First Amendment dated December 1, 1994, to Securities
Purchase Agreement by and among TPG Partners, L.P. and Allied
Waste Industries, Inc. dated October 27, 1994, previously
filed.
99.4 Preferred Stock Purchase Agreement, dated December 9, 1994,
by and among TPG Partners, L.P. and Allied Waste Industries,
Inc., previously filed.
99.5 Second Amendment dated December 9, 1994, to Securities
Purchase Agreement by and among TPG Partners, L.P. and Allied
Waste Industries, Inc. dated October 27, 1994, previously
filed.
99.6 Third Amendment dated December 16, 1994, to Securities
Purchase Agreement by and among TPG Partners, L.P. and Allied
Waste Industries, Inc. dated October 27, 1994, previously
filed.
99.7 Fourth Amendment dated as of December 27, 1994, to Securities
Purchase Agreement dated October 27, 1994, by and among TPG
Partners, L.P. and Allied Waste Industries, Inc., previously
filed.
99.8 Escrow Agreement dated as of 15 December 30, 1994, by and
among TPG Partners, L.P., Allied Waste Industries, Inc. and
First Interstate Bank of Texas, N.A., as Escrow Agent,
previously filed.
99.9 Agreement dated September 17, 1996, by and between Allied
Waste Industries, Inc., TPG Partners, L.P., and TPG Parallel
I, L.P., previously filed.
99.10 Letter Agreement dated January 30, 1997, by and between Allied
Waste Industries, Inc., TPG Partners, L.P., and TPG Parallel
I, L.P., filed herewith.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
TPG PARTNERS, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
TPG PARALLEL I, L.P.,
a Delaware limited partnership
By: TPG GenPar, L.P.,
a Delaware limited partnership,
General Partner
By: TPG Advisors, Inc.,
a Delaware corporation,
General Partner
By: /s/ James J. O'Brien
James J. O'Brien,
Vice President
Exhibit 99.10
Allied Waste Industries, Inc.
15880 Greenway - Hayden Loop, Suite 100
Scottsdale, Arizona 85260
January 30, 1997
Mr. James G. Coulter
TPG Partners, L.P.
TPG Parallel I, L.P.
201 Main Street, Suite 2420
Fort Worth, Texas 76102
Dear Mr. Coulter:
This letter sets forth the understandings and agreements between Allied
Waste Industries, Inc., a Delaware corporation ("Allied"), TPG Partners,
L.P., a Delaware limited partnership ("TPG Partners"), and TPG Parallel I,
L.P., a Delaware limited partnership ("TPG Parallel"; TPG Partners and TPG
Parallel are collectively referred to herein as "TPG"), regarding the
registration rights granted to TPG in the Securities Purchase Agreement by
and between Allied and TPG dated as of October 27, 1994 (the "Agreement"), as
amended, which provides for the purchase of 11,709,602 shares of Allied's
common stock, par value $0.01 per share (the "Common Stock"), by TPG.
1. Section 4.1 of the Agreement is hereby amended to read as follows
in its entirety:
4.1 Shelf Registration. (a) On or before February 10, 1997, the
Company shall cause to be filed pursuant to Rule 415 under the
Securities Act a shelf registration statement (the "Initial Registration
Statement") relating to up to 5,854,801 Shares (the "Initially
Registered Shares"). The Company shall use its best efforts to have
such Initial Registration Statement declared effective as soon as
reasonably practicable after such filing, and to keep such Initial
Registration Statement continuously effective (and to take any and all
other actions necessary in order to maintain the registration of the
Initially Registered Shares including, without limitation, the filing of
any additional registration statement that may be required) until the
earlier of: (i) the date upon which the offering of the Initially
Registered Shares is completed or (ii) three years following the date
on which such Initial Registration Statement becomes effective under the
Securities Act; provided, however, that the Company may voluntarily
suspend the effectiveness of the Initial Registration Statement for a
limited time, which in no event shall be longer than 120 days, if the
Company has been advised by counsel that the offering of the Initially
Registered Shares pursuant to the Initial Registration Statement would
adversely affect a proposed financing, reorganization, recapitalization,
merger, consolidation or similar transaction involving the Company, in
which case the Company shall be required to keep such Initial
Registration Statement effective for an additional period of time beyond
three years following the date of the effectiveness thereof equal to the
number of days the effectiveness thereof is suspended pursuant to this
proviso. Upon the occurrence of any event that would cause the Initial
Registration Statement (a) to contain a material misstatement or
omission or (b) not to be effective and usable for the Initially
Registered Shares during the period that such Initial Registration
Statement is required to be effective and usable, the Company shall
promptly file an amendment to the Initial Registration Statement, in the
case of clause (a), correcting any such misstatement or omission, and in
the case of either clause (a) or (b), use its best efforts to cause such
amendment to be declared effective and such Initial Registration
Statement to become usable as soon as practicable thereafter.
(b) Upon receipt by the Company of a request from the Purchaser at
any time, the Company shall cause to be filed pursuant to Rule 415 under
the Securities Act a shelf registration statement (the "Shelf
Registration Statement") as to the Shares that were not registered under
the Initial Registration Statement (the "Remaining Shares"). The
Company shall use its best efforts to have such Shelf Registration
Statement declared effective as soon as reasonably practicable after
such filing, and to keep such Shelf Registration Statement continuously
effective (and to take any and all other actions necessary in order to
maintain the registration of the Remaining Shares including, without
limitation, the filing of any additional registration statement that may
be required) for three years following the date on which such Shelf
Registration Statement becomes effective under the Securities Act;
provided, however, that the Company may voluntarily suspend the
effectiveness of such Shelf Registration Statement for a limited time,
which in no event shall be longer than 120 days, if the Company has been
advised by counsel that the offering of the Remaining Shares pursuant to
the Shelf Registration would adversely affect a proposed financing,
reorganization, recapitalization, merger, consolidation or similar
transaction involving the Company, in which case the Company shall be
required to keep such Shelf Registration Statement effective for an
additional period of time beyond three years following the date of the
effectiveness thereof equal to the number of days the effectiveness
thereof is suspended pursuant to this proviso. Upon the occurrence of
any event that would cause the Shelf Registration Statement (i) to
contain a material misstatement or omission or (ii) not to be effective
and usable for the Remaining Shares during the period that such Shelf
Registration Statement is required to be effective and usable, the
Company shall promptly file an amendment to the Shelf Registration
Statement, in the case of clause (i), correcting any such misstatement
or omission, and in the case of either clause (i) or (ii), use its best
efforts to cause such amendment to be declared effective and such Shelf
Registration Statement to become usable as soon as practicable
thereafter.
2. Management Cooperation. Management of Allied shall take such
actions as are necessary to reasonably cooperate with TPG regarding any
selling efforts undertaken by TPG in connection with an offering of Common
Stock pursuant to the Initial Registration Statement or the Shelf
Registration Statement.
If you are in agreement with the foregoing, please so indicate by
signing this letter in this space provided below.
Sincerely
/s/ Roger A. Ramsey
Roger A. Ramsey
Chairman and Chief Executive Officer
Agreed and accepted on January 30, 1997
for TPG Partners, L.P. and TPG Parallel I, L.P.
by TPG GenPar, L.P., general partner, and TPG
Advisors, Inc., general partner
By: /s/ James G. Coulter
James G. Coulter
