Registration No. 333-
As filed with the Securities and Exchange Commission on December 11, 1998.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIED WASTE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 88-0228636
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification Number)
15880 North Greenway/Hayden Loop, Suite 100
Scottsdale, Arizona 85260
(602) 423-2946
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
ALLIED WASTE INDUSTRIES, INC. 1991 INCENTIVE STOCK PLAN
(Full Title of Plan)
Henry L. Hirvela
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)
With copies to:
Karen C. McConnell
Fennemore Craig
3003 North Central Avenue, Suite 2600
Phoenix, Arizona 85012
(602) 916-5307
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CALCULATION OF REGISTRATION FEE
- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Proposed Maximum Proposed
Title of Amount to Offering Maximum Aggregate Amount of
Securities to be be registered (1) Price Per Share (2) Offering Price (2) Registration Fee (2)
Registered
- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------
- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 9,211,784 $20.40625 $187,977,967.30 $55,454
$.01 per share
- --------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<FN>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the anti-dilution
provisions of the Plan.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of
the high and low prices per share of Common Stock, as reported by the
Nasdaq Stock Market, Inc. on December 8, 1998. Pursuant to General
Instruction E. to Form S-8, the registration fee is calculated only with
respect to the additional securities registered under the Plan.
</FN>
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<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to employees as specified in Rule
428(b)(l) and, in accordance with the instructions to Part I, are not filed with
the Securities and Exchange Commission (the "Commission") as part of this
Registration Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This registration statement registers additional securities related to
the Allied Waste Industries, Inc. 1991 Incentive Stock Plan of the same class as
other securities for which a registration statement on Form S-8, no. 33-42354
(the "Previous Registration Statement"), has been previously filed and is
effective. Pursuant to General Instruction E of Form S-8, the contents of the
Previous Registration Statement are incorporated herein by reference.
In addition, the following documents filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference (i) the Company's Annual
Report on form 10-K for the year ended December 31, 1997; (ii) the Company's
Quarterly Reports on Form 10-Q, for the quarters ended March 31, 1998, June 30,
1998 and September 30, 1998; (iii) the Company's Definitive Proxy Materials in
accordance with Schedule 14A related to the annual meeting held May 28, 1998;
(iv) the Company's Definitive Proxy Materials in accordance with Schedule 14A
related to the special meeting held October 15, 1998; (v) the Company's Current
Reports on Form 8-K dated May 18, 1998, August 21, 1998, August 28, 1998,
October 29, 1998, October 30, 1998, November 25, 1998, December 7, 1998 and
December 8, 1998; (vi) the Company's Current Report on Form 8-K/A dated August
28, 1998; (vii) the description of the Common Stock set in the Company's Form 10
dated May 14, 1991; and (viii) and all other reports filed by the Company
pursuant to Section 13(a), 14 or 15(d) of the Exchange Act since December 31,
1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Prospectus and before
the termination of the Offering will be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference modifies or replaces such
statement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated by reference in this Prospectus,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates. In addition, a copy of the Company's most recent annual report to
stockholders will be promptly furnished, without charge, upon written or oral
request. All such requests should be directed to Allied Waste Industries, Inc.,
15880 North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260, Attn:
Investor Relations, telephone (602) 423-2946.
2
<PAGE>
ITEM 8. EXHIBITS
Exhibit Description
------- -------------
3.1 Amended Certificate of Incorporation of the Company.
Exhibit 3.1 to the Company's report on Form 10-K for
the fiscal year ended December 31, 1996 is
incorporated herein by reference.
3.2 Amendment to Amended Certificate of Incorporation of
the Company. Exhibit 3.4 to the Company's report on
Form 10-Q for the quarter ended September 30, 1998 is
incorporated herein by reference.
3.3 Amended and Restated Bylaws of the Company as of
May 13, 1997. Exhibit 3.2 to the Company's report on
Form 10-Q for the quarter ended June 30, 1997 is
incorporated herein by reference.
5.1 Opinion of Steven M. Helm
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Sweeney Conrad, P.C.
23.4 Consent of Seven M. Helm (included in Exhibit 5.1 opinion)
24.1 Power of Attorney (included in signature page)
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-8 and 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 December 11, 1998.
ALLIED WASTE INDUSTRIES, INC.
By: /s/HENRY L. HIRVELA
-----------------------------------------
Henry L. Hirvela
Vice President - Chief Financial Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Roger A. Ramsey, Henry L.
Hirvela, James S. Eng, and each of them, with full power to act alone, as
attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933 any and all
amendments and exhibits to this Registration Statement and any and all
applications, instruments and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities covered
hereby, with full power and authority to do and perform any and all acts and
things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on December 11, 1998.
Signature Title
---------- ------
/s/ ROGER A. RAMSEY Chairman of the Board of Directors
- ---------------------------
Roger A. Ramsey
/s/ THOMAS H. VAN WEELDEN Director, President and Chief Executive
- -------------------------- Officer
Thomas H. Van Weelden (Principal Executive Officer)
/s/ HENRY L. HIRVELA Vice President - Chief Financial Officer
- -------------------------- (Principal Financial Officer)
Henry L. Hirvela
/s/ JAMES S. ENG Controller
- -------------------------- (Principal Accounting Officer)
James S. Eng
/s/ NOLAN LEHMANN Director
- --------------------------
Nolan Lehmann
/s/ DAVID B. KAPLAN Director
- --------------------------
David B. Kaplan
/s/ MICHAEL GROSS Director
- --------------------------
Michael Gross
/s/ ANTONY P. RESSLER Director
- --------------------------
Antony P. Ressler
/s/ HOWARD A. LIPSON Director
- --------------------------
Howard A. Lipson
4
<PAGE>
/s/ DENNIS HENDRIX Director
- --------------------------
Dennis Hendrix
/s/ WARREN B. RUDMAN Director
- -------------------------
Warren B. Rudman
/s/ VINCENT TESE Director
- -------------------------
Vincent Tese
5
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
- ------- ----------- ------------
<S> <C>
3.1 Amended Certificate of Incorporation of the Company. Exhibit 3.1 to the
Company's report on Form 10-K for the fiscal year ended December 31,
1996 is incorporated herein by reference.
3.2 Amendment to Amended Certificate of Incorporation of the Company.
Exhibit 3.4 to the Company's report on Form 10-Q for the quarter ended
September 30, 1998 is incorporated herein by reference.
3.3 Amended and Restated Bylaws of the Company as of May 13, 1997. Exhibit
3.2 to the Company's report on Form 10-Q for the quarter ended June 30,
1997 is incorporated herein by reference.
5.1 Opinion of Steven M. Helm
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Sweeney Conrad, P.C.
23.4 Consent of Steven M. Helm
(included in Exhibit 5.1 opinion)
24.1 Power of Attorney (included in signature page)
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EXHIBIT 5.1
December 11, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Allied Waste Industries, Inc. - Registration Statement on Form
S-8 (the "Registration Statement")
Ladies and Gentlemen:
I have acted as counsel to Allied Waste Industries, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
under the Securities Act of 1933, as amended, of 9,211,784 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"). In such
capacity I have examined the certificate of incorporation, bylaws and corporate
proceedings of the Company, and based upon such examination and having regard
for applicable legal principles, it is my opinion that the 9,211,784 shares
offered by the Company will, when issued as contemplated in the Registration
Statement, be validly issued, fully paid and non-assessable, outstanding shares
of the Company's Common Stock.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/STEVEN M. HELM
-----------------------------
Vice President - Legal and Corporate Secretary
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 16, 1998 included in Allied Waste Industries, Inc.'s Form 10-K for the
year ended December 31, 1997, of our report dated June 30, 1998, included in
Allied Waste Industries, Inc.'s Current Report on Form 8-K/A-1 filed August 28,
1998, and of our report dated October 16, 1998, included in Allied Waste
Industries, Inc.'s Current Report on Form 8-K filed October 29, 1998.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
December 10, 1998.
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Allied Waste Industries, Inc. of our report dated February 24, 1998
with respect to the consolidated financial statements of American Disposal
Services, Inc. included in the Current Report on Form 8-K/A-1 filed August 27,
1998.
Ernst & Young LLP
Chicago, Illinois
December 11, 1998
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our reports dated
March 21, 1997 on the Rabanco Companies and Regional Disposal Company 1996
financial statements included in Allied Waste Industries, Inc.'s Current Report
on Form 8-K filed August 27, 1998. It should be noted that we have not audited
any financial statements of Rabanco Companies and Regional Disposal Company
subsequent to December 31, 1996 or performed any audit procedures subsequent to
the date of our report.
SWEENEY CONRAD, P.S.
Bellevue, Washington
December 10, 1998
