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): October 15, 1998
Allied Waste Industries, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-19285 88-0228636
(State of Incorporation) (Commission File No.) (IRS Employer Number)
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
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Item 2. Acquisition or Disposition of Assets
On October 15, 1998, upon filing a Certificate of Merger with the
Delaware Secretary of State, Allied Waste Industries, Inc. a Delaware
corporation (the "Company"), acquired American Disposal Services, Inc., a
Delaware corporation ("American"), as a result of a merger (the "Merger")
through which American became a wholly owned subsidiary of the Company. The
Merger, as contemplated by the Agreement and Plan of Merger, dated as of August
10, 1998 (the "Merger Agreement"), by and among the Company, AWIN II Acquisition
Corporation and American, was approved by the stockholders of the Company and
American at special stockholder meetings held on October 15, 1998.
A copy of the press release regarding consummation of the Merger
issued by the Company on October 15, 1998 is attached hereto as Exhibit 99.1.
A copy of the Merger Agreement is attached as Exhibit 2.1 to the
Registration Statement of the Company on Form S-4 (No. 333-62473) (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") on August 28, 1998, as amended by Amendment No. 1
to the Registration Statement filed by the Company with the Commission on
September 14, 1998, and is incorporated herein by reference.
The additional information required by this Item 2 is contained in
the Registration Statement and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The information required by this Item 7(a) is contained in the
Company's Current Report on Form 8-K/A filed with the Commission on August 28,
1998, and is incorporated herein by reference.
(b) Pro Forma Financial Information.
The information required by this Item 7(b) is contained in the
Company's Current Report on Form 8-K/A filed with the Commission on August 28,
1998, and is incorporated herein by reference.
(c) Exhibits.
99.1 Press release issued October 15, 1998 announcing the consummation of
the acquisition of American Disposal Services, Inc. by Allied Waste
Industries, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALLIED WASTE INDUSTRIES, INC.
By: /s/ PETER S. HATHAWAY
-----------------------------
Peter S. Hathaway
Dated: October 30, 1998
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release issued October 15, 1998 announcing the consummation
of the acquisition of American Disposal Services, Inc. by Allied
Waste Industries, Inc.
Contacts: Peter Hathaway
Debi Ford
602-423-2946
FOR IMMEDIATE RELEASE
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ALLIED WASTE INDUSTRIES, INC. COMPLETES ACQUISITION OF
AMERICAN DISPOSAL SERVICES, INC.
-- Shareholders of Both Companies Overwhelmingly Approve Merger Which
Creates Third Largest Solid Waste Management Company in U.S. --
SCOTTSDALE, ARIZONA, OCTOBER 15, 1998 - Allied Waste Industries, Inc.
(Nasdaq: AWIN) today announced the completion of its acquisition of American
Disposal Services, Inc. (Nasdaq: ADSI) through a merger of American Disposal
with a subsidiary of the Company. The merger was approved by an overwhelming
majority of the shareholders of both companies at separate meetings held today.
Effective upon closing, American Disposal became a wholly owned subsidiary of
Allied Waste, which will now rank as the third largest non-hazardous solid waste
management company in the U.S. with estimated annualized revenues of
approximately $1.5 billion. The newly combined company is expected to serve more
than 2.2 million customers through its operations in 28 states, which include 69
landfills, 109 collection companies and 67 transfer stations.
"We are very pleased to complete this strategic acquisition, and now look
forward to combining our operations under one company," said Thomas H. Van
Weelden, President and Chief Executive Officer of Allied Waste Industries, Inc.
"The combination will place Allied in new markets and provide consolidation
opportunities which should increase the return on our investment and help
sustain our long-term growth program. This transaction also provides Allied with
a broadened geographic base of operations, an enhanced balance sheet, and the
infrastructure and resources to pursue additional market development
opportunities. This should help further strengthen our position as an industry
leader."
At Allied Waste's Special Meeting today, shareholders by an overwhelming margin
approved the company's acquisition of American Disposal Services, Inc. More than
99% of the votes cast were in favor of the transaction. In addition to approving
the American Disposal acquisition, shareholders at the Allied Waste meeting also
overwhelmingly approved an amendment to Allied Waste's charter to increase the
authorized number of shares of Allied Waste common stock from 200 million to 300
million shares.
As a result of the merger, holders of the issued and outstanding shares of
American Disposal common stock will receive 1.65 shares of Allied Waste common
stock for each share of American common stock held by them, with cash being paid
in lieu of fractional shares. Approximately 40.7 million Allied Waste shares are
being issued in the acquisition. The former stockholders of American will
receive information, along with transmittal instructions on how to exchange
their American shares for new Allied Waste shares.
American Disposal's common stock will be de-listed from the Nasdaq market system
at the close of business today, October 15, 1998.
Allied Waste Industries, Inc., a Nasdaq 100 company headquartered in Scottsdale,
Arizona, is a vertically integrated solid waste management company providing
non-hazardous waste collection, transfer, recycling and disposal services to
approximately 2.2 million residential, municipal and commercial customers
located in 28 states. The company conducts its operations through 109 collection
companies, 67 transfer stations, 26 recycling facilities and 69 landfills.
Certain matters discussed in this press release 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 also forward-looking statements.
Such forward-looking statements are subject to certain risks and uncertainties.
Such risks and uncertainties 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 an aggressive market development program, including growth
opportunities; the ability of Allied to successfully integrate the acquired
operations, including American Disposal Services, Inc., and whether and when the
transaction will be accretive to Allied's earnings. A description of 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 press release and the company undertakes no
obligation to publicly update such forward-looking statements to reflect
subsequent events or circumstances.
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