<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES EXCHANGE ACT OF 1933
ALLIED WASTE INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 4953 88-0228636
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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15880 N. 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)
------------------------
STEVEN M. HELM
VICE PRESIDENT--LEGAL
AND CORPORATE SECRETARY
ALLIED WASTE INDUSTRIES, INC.
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
(602) 423-2946
WITH COPIES TO:
DAVID C. GOLAY
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered in
connection with the termination of a holding company and there is compliance
with General Instruction G, check the following box [ ].
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering [X]. 333-52501
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ].
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) SHARE(1) PRICE(1) REGISTRATION FEE(1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share...... 1,956,665 $26.53125 $51,912,768 $15,315
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(1) Pursuant to Rule 457(c), National Market tier of the registration fee is
calculated based on the average of the high and low prices for the Common
Stock, as reported on the National Market tier of the Nasdaq Stock Market
Inc. on July 10, 1998.
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<PAGE> 2
Explanatory Note
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended ("Rule 462(b)"), and includes the
registration statement facing page, this explanatory note, a legal opinion and
an accountant's consent, which are filed as exhibits hereto, an exhibit index
and the signature page. Pursuant to Rule 462(b), the contents of the
registration statement on Form S-4 (File No. 333-52501) of Allied Waste
Industries, Inc., including the exhibits thereto, are incorporated by reference
into this registration statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 July 16, 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 Thomas H. Van Weelden, 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 July 16, 1998.
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SIGNATURE TITLE
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<C> <S>
/s/ ROGER A. RAMSEY Chairman of the Board of Directors
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Roger A. Ramsey
/s/ THOMAS H. VAN WEELDEN Director, President and Chief Executive
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Thomas H. Van Weelden (Principal Executive Officer)
/s/ HENRY L. HIRVELA Vice President -- Chief Financial Officer
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Henry L. Hirvela
/s/ JAMES S. ENG Corporate Controller
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James S. Eng
/s/ NOLAN LEHMANN Director
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Nolan Lehmann
/s/ ALAN B. SHEPARD Director
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Alan B. Shepard
/s/ DAVID B. KAPLAN Director
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David B. Kaplan
/s/ MICHAEL GROSS Director
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Michael Gross
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2
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<TABLE>
<CAPTION>
SIGNATURE TITLE
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<C> <S>
/s/ ANTONY P. RESSLER Director
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Antony P. Ressler
/s/ HOWARD A. LIPSON Director
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Howard A. Lipson
/s/ DENNIS HENDRIX Director
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Dennis Hendrix
/s/ WARREN B. RUDMAN Director
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Warren B. Rudman
/s/ VINCENT TESE Director
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Vincent Tese
</TABLE>
<PAGE> 5
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. EXHIBIT
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<C> <C> <S>
5.1 -- Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel
to Allied, as to the legality of the common stock being
offered.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in its opinion filed as Exhibit 5.1 hereto).
24 -- Power of Attorney (included on the signature page to the
originally filed Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]
212-859-8164
July 16, 1998 (FAX: 212-859-8586)
Allied Waste Industries, Inc.
15880 North Greenway-Hayden Loop, Suite 100
Scottsdale, Arizona 85260
Ladies and Gentlemen:
We are acting as special counsel to Allied Waste Industries, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement (the "462(b) Registration Statement")
pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the "Act"),
relating to the registration of an additional 1,956,665 shares of the Company's
common stock, par value $.01 per share (the "Shares"), issuable in connection
with an acquisition transaction for which the Company is issuing (i) all
remaining shares of Common Stock previously registered under its Registration
Statement on Form S-4 (the "Registration Statement") (File No. 333-52501) plus
(ii) the 1,956,665 Shares being registered under the 462(b) Registration
Statement.
In connection with this opinion, we have examined the originals, or
certified, conformed or reproduction copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the genuineness of all signatures on original or certified copies and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduction copies. As to various questions of fact relevant to
such opinion, we have relied upon certificates and statements of public
officials, officers or representatives of the Company and others.
Based upon the foregoing, and subject to the limitations set forth herein,
we are of the opinion that the Shares, (i) when the 462(b) Registration
Statement has become effective under the Act, (ii) when the terms of the
issuance and sale thereof have been duly approved by the Board of Directors of
the Company in conformity with the Company's Amended and Restated Certificate of
Incorporation and (iii) when the Shares are issued and delivered against payment
<PAGE> 2
-2-
Allied Waste Industries, Inc. July 16, 1998
therefor for an amount in excess of the par value thereof, will be validly
issued, fully paid and non-assessable.
The opinion expressed herein is limited to the federal laws of the United
States, and to the extent required by the foregoing opinion, the General
Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the 462(b)
Registration Statement. In giving this consent we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ DAVID GOLAY
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David Golay
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 16,
1998 included in Allied Waste Industries, Inc.'s Form 10-K for the year ended
December 31, 1997, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
July 16, 1998.
