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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Allied Waste Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
019589 30 8
(CUSIP Number)
Robert S. Jaffe
Preston Gates & Ellis LLP
701 Fifth Avenue
Suite 5000
Seattle, WA 98104-7078
(206) 623-7580
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 25, 1998
(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).
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CUSIP No.:
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1 NAME OF REPORTING PERSON
WARREN J. RAZORE
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 10,423,974
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OWNED BY
EACH 8 SHARED VOTING POWER
-0-
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10,423,974
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,423,974
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $0.01 par value (the
"Common Stock"), of Allied Waste Industries, Inc. (the "Issuer"). By virtue of
the mergers of certain companies held by Warren J. Razore, Mr. Razore has
acquired 10,423,974 shares of the Issuer.
The principal executive offices of the Issuer are located at 15580
N. Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed by Warren J. Razore who resides at
7613 Overlake Drive West, Medina, Washington 98004. Mr. Razore is not employed.
Mr. Razore has not during the last five years been (i) convicted in
a criminal proceeding, or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to judgment, decree and final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Razore was a shareholder of Rabanco Ltd., Rabanco Recycling,
Inc., United Waste Control Corp., Rabanco Intermodal/B.C., Inc., WJR
Environmental, Inc., and Alaska Street Associates, Inc., all Washington
corporations (the "Razore Companies"). The Razore Companies and Mr. Razore
entered into an Amended and Restated Agreement and Plan of Reorganization dated
as of June 25, 1998 (the "Merger Agreement"), by and among Rabanco Ltd., Rabanco
Recycling, Inc., United Waste Control Corp., Rabanco Intermodal/B.C., Inc., WJR
Environmental, Inc., Waste Associates, Inc., Paper Fibers, Inc., MJS Associates,
Inc., Alaska Street Associates, Inc., S&L, Inc., all Washington corporations,
and SSWI, Inc. and CCAI, inc., both Washington QSSS corporations (together, the
"Acquired Companies"); Allied Waste Industries, Inc. ("Allied"), Rabanco
Acquisition Company, Rabanco Acquisition Company Two, Rabanco Acquisition
Company Three, Rabanco Acquisition Company Four, Rabanco Acquisition Company
Five, Rabanco Acquisition Company Six, Rabanco Acquisition Company Seven,
Rabanco Acquisition Company Eight, Rabanco Acquisition Company Nine, Rabanco
Acquisition Company Ten, Rabanco Acquisition Company Eleven, Rabanco Acquisition
Company Twelve; Sphere Solid Waste, Inc., CCA, inc., all Washington
corporations, Josie Razore, Marie Schulze and Carmen Sepic. Pursuant to the
Merger Agreement, the twelve Rabanco Acquisition Companies merged with and into
the Acquired Companies with the Acquired Companies surviving the mergers. The
shares of the Acquired Companies, for certain shareholders, including Mr.
Razore, were converted into shares of Allied and, for certain shareholders of
the Acquired Companies, cash.
The source of Mr. Razore's consideration under the Merger Agreement
was his shares in the Razore Companies. Mr. Razore did not purchase any of the
Allied shares with borrowed funds.
Item 4. PURPOSE OF TRANSACTION
Mr. Razore acquired the Common Stock of Allied ("Allied Shares") as
an investment. In compliance with the federal securities laws and "pooling of
interest" requirements, Mr. Razore may sell the Allied Shares from time to time
in the open market, subject to registration, or in privately negotiated
transactions, and may also enter into short sales or other hedging transactions
with broker-dealers or other financial institutions.
Except as set forth in this Item 4, Mr. Razore has no present
intent or proposals that relate to or would result in: (i) the acquisition by
any person of additional securities of the Issuer, or the disposition of
securities of the Issuer; (ii) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries; (iii) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries; (iv) any change in the present Board
of Directors or management of the Issuer,
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including any plans or proposals to change the number or term of Directors or to
fill any vacancies on the Board; (v) any material change in the present
capitalization or dividend policy of the Issuer; (vi) any other material change
in the Issuer's business or corporate structure; (vii) changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; (viii) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (ix) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to
those enumerated above.
Mr. Razore reserves the right to determine in the future whether to
change the purpose or purposes described above or whether to adopt plans or
proposals of the type specified above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
On June 25, 1998, Mr. Razore entered into the Merger Agreement, as
defined in Item 3, by and among Rabanco Ltd., Rabanco Recycling, Inc., United
Waste Control Corp., Rabanco Intermodal/B.C., Inc., WJR Environmental, Inc.,
Waste Associates, Inc., Paper Fibers, Inc., MJS Associates, Inc., Alaska
Street Associates, Inc., S&L, Inc., all Washington corporations, and SSWI,
Inc. and CCAI, inc., both Washington QSSS corporations (together, the
"Acquired Companies"); Allied Waste Industries, Inc. ("Allied"), Rabanco
Acquisition Company, Rabanco Acquisition Company Two, Rabanco Acquisition
Company Three, Rabanco Acquisition Company Four, Rabanco Acquisition Company
Five, Rabanco Acquisition Company Six, Rabanco Acquisition Company Seven,
Rabanco Acquisition Company Eight, Rabanco Acquisition Company Nine, Rabanco
Acquisition Company Ten, Rabanco Acquisition Company Eleven, Rabanco
Acquisition Company Twelve; Sphere Solid Waste, Inc., CCA, inc., all
Washington corporations, Josie Razore, Marie Schulze and Carmen Sepic.
Pursuant to the Merger Agreement, the twelve Rabanco Acquisition Companies
merged with and into the Acquired Companies with the Acquired Companies
surviving the mergers. The Articles of Merger were filed with the Washington
Secretary of State on June 25, 1998. The shares of the Acquired Companies,
for certain shareholders, including Mr. Razore, were converted into shares of
Allied and, for certain shareholders of the Acquired Companies, cash. In
exchange for his aggregate number of shares in the Razore Companies, totaling
19,507.23 shares, Mr. Razore received 10,423,974 shares of Common Stock. Mr.
Razore's beneficial ownership of the Common Stock immediately following the
transactions described in the Merger Agreement represents approximately
8.5% of the Issuer's outstanding Common Stock.
Mr. Razore will have sole voting power and sole dispositive power
over the Common Stock that he holds. Mr. Razore has not been a party to any
transaction involving the Common Stock, other than the Merger Agreement, in the
last 60 days. Mr. Razore knows of no other person that has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On June 25, 1998, Mr. Razore entered into the Merger Agreement (see
Item 5). As part of the transaction described in the Merger Agreement, Mr.
Razore and Allied entered into an Affiliates Agreement and an Agreement
Regarding Registration Rights. The Affiliates Agreement contains standard
representations and agreements by Mr. Razore regarding premerger dispositions of
the shares of the Razore Companies and postmerger dispositions of the Common
Stock. The Agreement Regarding Registration Rights contains covenants by Allied
for shelf and demand registration of the Common Stock upon the request of Mr.
Razore. Other than as stated, Mr. Razore has no contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to the Common Stock, including transfer or voting thereof, finder's
fees, joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13D is true, complete and
correct.
By /s/ Warren J. Razore, by Mary J. Razore, his attorney-in-fact
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Signature
July 1, 1998
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EXECUTION OF DOCUMENT AS ATTORNEY-IN-FACT
I, Mary J. Razore, under and pursuant to the Durable Power of Attorney of
my husband, Warren J. Razore, granted to me February 23, 1993, for him and in
his name, by my execution of this document, do execute and deliver to the
Securities and Exchange Commission and such other entities as may be required by
statute or regulations, Schedule 13D filed pursuant to Regulation 13D (the
"Document"), in the form signed, as if entirely set forth at this point. The
recipient of the Document may rely upon this document for all purposes as my
execution of the Document as my husband's attorney-in-fact wherever his
signature appears.
I, as attorney-in-fact for Warren J. Razore, hereby ratify and confirm, in
all respects and for all purposes, the effectiveness of his personal signature
wherever it may be in the Document or in any other documents related to the
transactions which are pursuant to, related to, or contemplated in the Document.
I have discussed the Document with our legal counsel and I am familiar with
the content, purposes and intent thereof.
Dated this 1st day of July, 1998.
By /s/ Warren J. Razore, by Mary J. Razore, his attorney-in-fact
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Signature
