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) November 24, 1998
Allied Waste Industries, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
0-19285 88-0228636
(Commission File Number) (IRS Employer Identification No.)
15880 N. Greenway/Hayden Loop, Suite 100
Scottsdale, Arizona 85260
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 423-2946
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
On November 24, 1998 Allied Waste Industries, Inc. ("Allied") announced that
Allied Waste North America, Inc., its direct, wholly-owned subsidiary, ("AWNA",
and together with Allied, the "Company"), has commenced a cash tender offer to
purchase all of its $525 million, 10.25% Senior Subordinated Notes due 2006
("AWNA Notes") and all of the 11.30% Senior Discount Notes due 2007 ("Discount
Notes") of its parent, Allied Waste Industries, Inc., which together are
referred to as "the Notes". The tender offer is part of a plan to take advantage
of the current low-interest rate environment and reduce interest expense. The
terms and conditions of the tender offer are set forth in the Offer to Purchase
and Consent Solicitation Statement and the related Consent and Letter of
Transmittal. The tender offer will expire at 12:00 midnight, Eastern Standard
time on December 22, 1998, unless extended.
In conjunction with the tender offer, the Company is soliciting consents to
certain proposed amendments to the Indentures governing the Notes. These
amendments would eliminate substantially all of the restrictive covenants and
would amend certain other provisions contained in the Indentures governing the
Notes. Adoption of the proposed amendments requires the consent of at least a
majority of the outstanding aggregate principal amount of the Notes. Holders who
tender their Notes will be required to consent to the proposed amendments. The
consent solicitation will remain open until 12:00 midnight, Eastern Standard
time on December 8, 1998, unless extended.
The purchase price for the Notes will be determined in accordance with a pricing
formula that is based on a fixed spread of 75 basis points (0.75%) above the
yield on the 6 1/8% U.S. Treasury Note due December 31, 2001, plus for the AWNA
Notes, accrued and unpaid interest to, but not including, the Settlement Date.
The purchase price includes a consent fee of $20 per $1,000 principal amount to
holders who tender their Notes and give their consent at, or prior to 12:00
midnight, Eastern Standard time on December 8, 1998, unless extended.
Closing of the tender offer is subject to receipt of the consents from the
holders of the Notes, consents under the Company's existing Credit Agreement,
completion of a new debt financing and certain other conditions described in the
Offer to Purchase and Consent Solicitation Statement.
Donaldson, Lufkin & Jenrette Securities Corporation is acting as the Dealer
Manager and Consent Solicitation Agent for the tender offer. The depositary for
the tender offer is the U.S. Bank Trust N. A.
Certain matters discussed in this report are "forward-looking statements"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statement will include words such as the company "believes," "anticipates,"
"expects" or words of similar import. Similarly, statements that describe the
company's future plans, objectives or goals are forward-looking statements. Such
forward-looking statements are subject to certain risks and uncertainties which
could cause actual results to differ materially from those currently
anticipated. Examples of such risks and uncertainties include, without
limitation, the ability of Allied to continue its vertical integration business
strategy in a successful manner; the ability of Allied to successfully pursue
and continue a disciplined market development program, the ability of Allied to
successfully integrate the acquired operations, whether and when the
transactions concluded or completed will be accretive to Allied's earnings, and
the amount of consideration to be paid and timing of the closing of the
potential transactions currently under definitive agreement or letter of intent.
Other factors which could materially affect such forward-looking statements can
be found in the company's periodic reports filed with the Securities and
Exchange Commission. Shareholders, potential investors and other readers are
urged to consider these factors carefully in evaluating the forward-looking
statements and are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements made herein are only made as of the
date of this report and the company undertakes no obligation to publicly update
such forward-looking statements to reflect subsequent events or circumstances.
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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: November 25, 1998
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