FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALLIED WASTE INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 88-0228636
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(State of incorporation of organization) (I.R.S. Employer
Identification No.)
15880 North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of each exchange on which
To be so registered each class is to be registered
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Common Stock, $0.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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Common Stock, $0.01 Par Value
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The capital stock of Allied Waste Industries, Inc. (the "Company"
or "Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's Common Stock, par value $0.01 per share (the
"Common Stock"). Each holder of Common Stock is entitled to one vote per share
held of record on each matter submitted to stockholders. Cumulative voting for
the election of directors is not permitted, and the holders of a plurality of
shares voting for the election of directors can elect all members of the
Company's Board of Directors.
Subject to the rights of any holders Preferred Stock, holders of
record of shares of Common Stock are entitled to receive ratably dividends when
and if declared by the Company's Board of Directors out of funds of the Company
legally available therefor. In the event of a voluntary or involuntary winding
up or dissolution, liquidation or partial liquidation of the Company, holders of
the Company's Common Stock are entitled to participate ratably in any
distribution of the assets of the Company, subject to any prior rights of
holders of outstanding Preferred Stock.
Holders of Common Stock have no conversion, redemption or
preemptive rights. All outstanding shares of Common Stock are validly issued,
fully paid and nonassessable.
Certain provisions of the Company's Restated Certificate of
Incorporation and Bylaws were designed to make the Company a less attractive
target for acquisition by an outsider who does not have the support of the
Company's Directors. These provisions provide that: (1) only the Board of
Directors or a specially-empowered committee of the Board has the power to call
a special meeting of stockholders; (2) the Board is expressly and solely
authorized to make, alter or repeal Bylaws or adopt new Bylaws, without
stockholder approval; provided, however, that no such adoption, amendment or
repeal shall be valid with respect to Bylaw provisions which have been adopted,
amended or repealed by the stockholders of the Company; and further provided,
that Bylaws adopted or amended by the directors of the Company and any powers
thereby conferred may be amended, altered or repealed by the stockholders of the
Company; (3) stockholders' nomination for directors may be made only by advance
written notice; and (4) at annual meetings, only such business may be conducted
as has been brought before the meeting by or at the direction of the Board of
Directors or by a stockholder who has timely given prior written notice to the
Secretary of the Company of such stockholders' intention to bring such business
before the meeting. To be timely, a notice given with respect to the nomination
of directors or any other matter to be considered at an annual meeting of the
stockholders generally must be received at the principal executive offices of
the Company not less than 75 days nor more than 120 days in advance of the
anniversary date of the previous year's annual meeting of the stockholders;
provided, however, that if the date of the annual meeting has been changed to
more than 30 days before the anniversary date or more than 60 days after such
date, such notice must be received by the Company on the later of the 75th day
prior to the scheduled date of the annual meeting or the 15th day following the
date on which the first public announcement of the meeting date is made by the
Company. To be in proper form, the notice must contain certain information
specified in the Company's Bylaws. No person shall be eligible for election as a
director unless nominated by or at the direction of the Board of Directors of
the Company or in accordance with the foregoing procedure. Similarly, no
stockholder proposal may be presented at any meeting of the stockholders of the
Company unless these procedures have been complied with. While the foregoing
provisions will not necessarily prevent takeover attempts, they could discourage
an attempt to obtain control of the Company in a transaction not approved by the
Company's Board of Directors by making it more difficult for a third party to
obtain control in a short time and impose its will on the remaining stockholders
of the Company,
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Allied Waste Industries, Inc.
By:/s/ Steven M. Helm
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Steven M. Helm
Vice President-Legal
and Corporate Secretary
Dated: December 11, 1998
