<PAGE> 1
As filed with the Securities and Exchange Commission on January 27, 1999
Registration No. 333-70709
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALLIED WASTE INDUSTRIES, INC.
ALLIED WASTE NORTH AMERICA, INC.
SUBSIDIARY GUARANTORS LISTED ON SCHEDULES A THROUGH Y HERETO
(Exact name of registrant as specified in its charter)
ALLIED WASTE INDUSTRIES, INC. ALLIED WASTE NORTH AMERICA, INC.
DELAWARE DELAWARE
(STATE OR OTHER JURISDICTION (STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION) OF INCORPORATION OR ORGANIZATION)
88-0228636 86-0843596
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
4953
(Primary Standard Industrial Classification
Code 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)
HENRY L. HIRVELA
CHIEF FINANCIAL OFFICER
ALLIED WASTE INDUSTRIES, INC.
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
(602) 423-2946
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
DAVID GOLAY, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED EXCHANGE OFFER: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation 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. [ ]
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM
TO BE REGISTERED AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTRATION
REGISTERED PER NOTE(1) PRICE(1) FEE(1)(3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7 3/8% Series B Senior Notes due 2004 $ 225,000,000 100% $ 225,000,000 $ 62,550
- -----------------------------------------------------------------------------------------------------------------------------------
7 5/8% Series B Senior Notes due 2006 $ 600,000,000 100% $ 600,000,000 $ 166,800
- -----------------------------------------------------------------------------------------------------------------------------------
7 7/8% Series B Senior Notes due 2009 $ 875,000,000 100% $ 875,000,000 $ 243,250
- -----------------------------------------------------------------------------------------------------------------------------------
Guarantees......................... -- -- -- None(2)
- -----------------------------------------------------------------------------------------------------------------------------------
Total....................... $1,700,000,000 100% $1,700,000,000 $ 472,600(1)(3)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(footnotes continued on next page) -
<PAGE> 2
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f) under the Securities Act of 1933, as amended
(the "Securities Act").
(2) Pursuant to Rule 457(n) under the Securities Act.
(3) Previously paid.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE> 3
SCHEDULE A
SUBSIDIARY GUARANTORS
A-1 Service, Inc.
Aaro Waste Paper Company
Able Sanitation, Inc.
Adrian Landfill, Inc.
ADS of Illinois, Inc.
Affordable Dumpsters, Inc
Alabama Recycling Services, Inc.
Alaska Street Associates, Inc.
Allied Cartage, Inc.
Allied Waste Industries (Arizona), Inc.
Allied Waste of California, Inc.
Allied Waste Rural Sanitation, Inc.
Allied Waste Systems (Ohio) Inc.
Allied Waste Systems (Texas) Inc.
Americal Co.
American Disposal Services of New Jersey, Inc.
American Disposal Services of West Virginia, Inc.
American Disposal Transfer Services of Illinois, Inc.
American Transfer Company, Inc.
Apache Junction Landfill Corporation
Area Disposal, Inc.
B & L Waste Handling, Inc.
Belleville Landfill, Inc.
Better Disposal Services, Inc.
Borrego Landfill, Inc.
Bowers Phase II, Inc.
Brickyard Disposal & Recycling, Inc.
CC Landfill, Inc.
CCAI, Inc.
CDF Consolidated Corporation
Celina Landfill, Inc.
Central Sanitary Landfill, Inc.
Chambers Development of North Carolina, Inc.
Champion Recycling, Inc
Charter Evaporation Resource Recovery Systems
Cherokee Run Landfill, Inc.
Chicago Disposal, Inc.
Citizens Disposal, Inc.
City-Star Services, Inc.
Clarkston Disposal, Inc.
Clinton Disposal Co.
Community Refuse Disposal, Inc.
Container Service, Inc.
County Disposal (Ohio), Inc.
County Landfill, Inc.
CRX, Inc.
D & D Garage Services, Inc.
Delta Container Corporation
Delta Paper Stock Co.
Denver Regional Landfill, Inc.
Dinverno Recycling, Inc.
Dinverno, Inc.
Dopheide Sanitary Service, Inc.
Draw Enterprises II, Inc.
Draw Enterprises Real Estate, Inc.
Duncan Disposal Service, Inc.
Eagle Industries Leasing, Inc.
East Coast Waste Systems, Inc.
ECDC Environmental of Humbolt County, Inc.
ECDC Holdings, Inc.
Elmhurst Disposal Company
Enviro Carting, Inc.
Enviro Recycling Corp.
Environmental Development Corporation
Environmental Reclamation Company
Environtech, Inc.
Evergreen Scavenger Service, Inc.
Forward, Inc.
Fred Barbara Trucking Co., Inc.
G. Van Dyken Disposal Inc.
Garofalo Brothers, Inc.
Garofalo Recycling and Transfer Station Co., Inc.
Gary Recycling Services, Inc.
General Refuse Rolloff Corp.
Georgia Recycling Services, Inc.
Golden Eagle Disposals, Inc.
Golden Waste Disposal, Inc.
Great Lakes Disposal Service, Inc.
Great Midwestern Recovery Systems, Inc.
Harland's Sanitary Landfill, Inc.
Hawkeye Disposal Services, Inc.
Illinois Bulk Handlers, Inc.
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<PAGE> 4
SCHEDULE A (CONTINUED)
Illinois Landfill, Inc.
Illinois Recycling Services, Inc.
Independent Trucking Company
Indiana Recycling Services, Incorporated
Industrial Services of Illinois, Inc.
Ingrum Waste Disposal, Inc.
Joe Di Rese & Sons, Inc.
Lake Shore Distributions, Inc.
Lathrop Sunrise Sanitation Corporation
Lee County Landfill, Inc.
Loop Express, Inc.
Loop Recycling, Inc.
Loop Transfer, Incorporated
Louis Pinto & Son, Inc., Sanitation Contractors
MCM Sanitation, Inc.
Manumit of Florida, Inc.
Medical Disposal Services, Inc.
Metropolitan Disposal, Inc.
Mississippi Waste Paper Company
MJS Associates, Inc.
Monarch Disposal, Inc.
Nimishillen Industrial Park, Inc.
Northwest Recycling, Inc.
Oakland Heights Development, Inc.
Oklahoma Refuse, Inc.
Otay Landfill, Inc.
Ottawa County Landfill, Inc.
Palomar Transfer Station, Inc.
Packman, Inc.
Paper Fibers, Inc.
Pittsburg County Landfill, Inc.
Price & Sons Recycling Company
R. 18, Inc.
R.C. Miller Enterprises, Inc.
R.C. Miller Refuse Service, Inc.
Rabanco Intermodal/B.C., Inc.
Rabanco Recycling, Inc.
Rabanco Regional Landfill Company
Rabanco, Ltd.
Ramona Landfill, Inc.
RCS, Inc.
Recycling Associates, Inc.
Reliable Rubbish Disposal, Inc.
Resource Recovery, Inc.
Ridgeline Trucking, Inc.
Ross Bros. Waste & Recycling Co.
Roxana Landfill, Inc.
Royal Holdings, Inc.
Rural Sanitation Service, Inc. of North Carolina
S & L, Inc.
S & S Environmental, Inc.
San Marcos NCRRF, Inc.
Sanitary Disposal Service, Inc.
Sanitran, Inc.
Saugus Disposal, Inc.
Sauk Trail Development, Inc.
Selas Enterprises Ltd.
Shred-All Recycling, Inc.
South Chicago Disposal, Inc. of Indiana
Southwest Waste, Inc.
SSWI, Inc.
Standard Disposal Services of Florida, Inc.
Standard Environmental Services, Inc.
Standard Waste, Inc.
Stark Recycling Center, Inc.
Stewart Trash & Recycling Services, Inc.
Streator Area Landfill, Inc.
Suburban Transfer, Inc.
Suburban Warehouse, Inc.
Sunrise Sanitation Service, Inc.
Sunset Disposal, Inc.
Sunset Disposal Services, Inc.
Sycamore Landfill, Inc.
T & G Container, Inc.
Tates Transfer Systems, Inc.
Tom Luciano's Disposal Service, Inc.
Top Disposal Service, Inc.
Tri-State Recycling Services, Inc.
Tri-State Refuse Equipment Sales & Service, Inc.
Turnpike Leasing, Inc.
United Waste Control Corp.
United Waste Systems of Central Michigan, Inc.
Upper Rock Island County Landfill, Inc.
USA Waste of Illinois, Inc.
Vining Disposal Service, Inc.
Vinnie Monte's Waste Systems, Inc.
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<PAGE> 5
SCHEDULE A (CONTINUED)
Waste Associates, Inc.
Waste Reclaiming Services, Inc.
Wayne County Landfill IL, Inc.
Williams County Landfill, Inc.
WJR Environmental, Inc.
World Sanitation Corporation
SCHEDULE B
SUBSIDIARY GUARANTORS
AAWI, Inc.
ADS, Inc.
Allied Acquisition Pennsylvania, Inc.
Allied Acquisition Two, Inc.
Allied Waste Company, Inc.
Allied Waste Industries of New York, Inc.
Allied Waste Landfill Holdings, Inc.
Allied Waste of Long Island, Inc.
Allied Waste Services, Inc. (MA)
Allied Waste Systems, Inc. (Del. corp.)
Allied Waste Transportation, Inc.
American Disposal Services, Inc.
American Disposal Services of Illinois, Inc.
American Disposal Services of Kansas, Inc.
American Disposal Services of Missouri, Inc.
Autoshred, Inc.
AWIN Management, Inc.
County Disposal, Inc.
Cousins Carting Corp.
Liberty Waste Holdings, Inc.
Nationswaste, Inc.
Northeast Sanitary Landfill, Inc.
Organized Sanitary Collectors and Recyclers, Inc.
Oscar's Collection Systems of Fremont, Inc.
Pinal County Landfill Corp.
S & S Recycling, Inc.
Standard Disposal Services, Inc.
Tricil (N.Y.), Inc.
Wastehaul, Inc.
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<PAGE> 6
SCHEDULE C
SUBSIDIARY GUARANTORS
Allied Waste Systems Holdings, Inc.
SCHEDULE D
SUBSIDIARY GUARANTORS
Draw Acquisition Company Eighteen
Draw Acquisition Company Twenty Three
Draw Acquisition Company Twenty Two
SCHEDULE E
SUBSIDIARY GUARANTORS
Allied Nova Scotia, Inc.
SCHEDULE F
SUBSIDIARY GUARANTORS
AWIN Leasing Company, Inc.
SCHEDULE G
SUBSIDIARY GUARANTORS
Allied Waste of New Jersey, LLC
Anderson Regional Landfill, LLC
Anson County Landfill NC, LLC
Bridgeton Landfill, LLC
Brunswick Waste Management Facility, LLC
Butler County Landfill, LLC
Ellis Scott Landfill MO, LLC
Great Plains Landfill OK, LLC
Jefferson City Landfill, LLC
Lee County Landfill SC, LLC
Lemons Landfill, LLC
Northeast Landfill, LLC
Pinecrest Landfill OK, LLC
Show-Me Landfill, LLC
Southeast Landfill, LLC
SCHEDULE H
SUBSIDIARY GUARANTORS
Consolidated Processing, Inc.
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<PAGE> 7
SCHEDULE I
SUBSIDIARY GUARANTORS
Camelot Landfill TX, LP
Crow Landfill TX, L.P.
Ellis County Landfill TX, L.P.
Fort Worth Landfill TX, LP
Mars Road TX, LP
Mesquite Landfill TX, LP
Pleasant Oaks Landfill TX, LP
Pine Hill Farms Landfill TX, LP
Turkey Creek Landfill TX, LP
SCHEDULE J
SUBSIDIARY GUARANTORS
Allied Gas Recovery Systems, L.L.C.
SCHEDULE K
SUBSIDIARY GUARANTORS
AWIN I Acquisition Corporation
SCHEDULE L
SUBSIDIARY GUARANTORS
County Line Landfill Partnership
Illiana Disposal Partnership
Key Waste Indiana Partnership
Newton County Landfill Partnership
SCHEDULE M
SUBSIDIARY GUARANTORS
Allied Services, LLC
SCHEDULE N
SUBSIDIARY GUARANTORS
D & L Disposal, L.L.C.
Envotech-Illinois, L.L.C.
Liberty Waste Services of McCook, L.L.C.
SCHEDULE O
SUBSIDIARY GUARANTORS
Draw Enterprises Real Estate, L.P.
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<PAGE> 8
SCHEDULE P
SUBSIDIARY GUARANTORS
Evergreen Scavenger Service, L.L.C.
Liberty Waste Services of Illinois, L.L.C.
Packerton Land Company, L.L.C.
SCHEDULE Q
SUBSIDIARY GUARANTORS
Liberty Waste Services Limited, L.L.C.
SCHEDULE R
SUBSIDIARY GUARANTORS
Paper Fibres Company
SCHEDULE S
SUBSIDIARY GUARANTORS
Tri-State Refuse Corporation
Mesa Disposal, Inc.
Refuse Service, Inc.
SCHEDULE T
SUBSIDIARY GUARANTORS
ECDC Environmental, L.C.
SCHEDULE U
SUBSIDIARY GUARANTORS
Oklahoma City Landfill, L.L.C.
SCHEDULE V
SUBSIDIARY GUARANTORS
Rabanco Companies
SCHEDULE W
SUBSIDIARY GUARANTORS
U.S. Disposal II
SCHEDULE X
SUBSIDIARY GUARANTORS
Recycle Seattle II
SCHEDULE Y
SUBSIDIARY GUARANTORS
Regional Disposal Company
-viii-
<PAGE> 9
PROSPECTUS
OFFER FOR
ALL OUTSTANDING 7 3/8% SERIES A SENIOR NOTES DUE 2004
IN EXCHANGE FOR
7 3/8% SERIES B SENIOR NOTES DUE 2004
ALL OUTSTANDING 7 5/8% SERIES A SENIOR NOTES DUE 2006
IN EXCHANGE FOR
7 5/8% SERIES B SENIOR NOTES DUE 2006
ALL OUTSTANDING 7 7/8% SERIES A SENIOR NOTES DUE 2009
IN EXCHANGE FOR
7 7/8% SERIES B SENIOR NOTES DUE 2009
OF
ALLIED WASTE NORTH AMERICA, INC.
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON FEBRUARY 26, 1999.
THE REGISTERED NOTES
- - The terms of each of the Series B Senior Notes to be issued are
substantially identical to each of the outstanding Series A Senior
Notes that we issued on December 23, 1998, except for certain transfer
restrictions, registration rights and special interest provisions
relating to the outstanding Series A Senior Notes. Sometimes, we will
refer to the Series A Senior Notes and the Series B Senior Notes
together in this Prospectus as the Senior Notes. We also refer to the
Series B Senior Notes exchanged in the exchange offer as the Exchange
Notes.
- - Interest on the Senior Notes is payable semi-annually in arrears on
each January 1 and July 1, commencing July 1, 1999.
- - The Senior Notes are senior, unsecured obligations of the Company and
will rank equally to each other, and to all our existing and future
senior unsecured indebtedness and will rank senior in right of payment
to all our existing and future subordinated indebtedness. The Senior
Notes are guaranteed on a senior unsecured basis by Allied Waste
Industries, Inc. ("Allied"), a Delaware corporation of which we are a
direct wholly-owned subsidiary, and, so long as our senior credit
facility is similarly guaranteed, by substantially all of our direct
and indirect subsidiaries. However, the Senior Notes will be
effectively subordinated to all of our secured indebtedness, including
outstanding indebtedness under our senior credit facility to the extent
of the assets securing such indebtedness.
MATERIAL TERMS OF THE EXCHANGE OFFER
- - Expires at 5:00 p.m., New York City time, on February 26, 1999,
unless extended.
- - Not subject to any condition other than that the Exchange Offer not
violate applicable law or any applicable interpretation of the Staff of
the Securities and Exchange Commission.
- - All outstanding Series A Senior Notes that are validly tendered and not
validly withdrawn will be exchanged for an equal principal amount of
Series B Senior Notes which are registered under the Securities Act of
1933, as amended.
- - The exchange of Senior Notes will not be a taxable exchange for the
U.S. federal income tax purposes.
- - We will not receive any proceeds from the Exchange Offer.
- - Tenders of outstanding Series A Senior Notes may be withdrawn at any
time prior to the expiration of the Exchange Offer.
CONSIDER CAREFULLY THE "RISK FACTORS" BEGINNING ON PAGE 14 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THE SENIOR NOTES TO BE DISTRIBUTED IN THE
EXCHANGE OFFER, NOR HAVE ANY OF THESE ORGANIZATIONS DETERMINED
THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JANUARY 27, 1999.
<PAGE> 10
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information.......................................................... 3
Incorporation of Certain Documents by Reference.............................................. 3
Forward-Looking Statements................................................................... 4
Prospectus Summary........................................................................... 5
The Exchange Offer......................................................................... 5
The Company................................................................................ 5
Summary of the Terms of the Exchange Offer................................................. 6
Consequences of Not Exchanging Old Senior Notes............................................ 10
Summary Description of the New Senior Notes................................................ 10
Risk Factors................................................................................. 14
Selected Financial Data...................................................................... 23
The Exchange Offer........................................................................... 25
Certain Indebtedness......................................................................... 33
Description of the New Senior Notes.......................................................... 35
Certain United States Federal Income Tax Consequences........................................ 69
Plan of Distribution......................................................................... 73
Validity of the New Senior Notes............................................................. 73
Experts...................................................................................... 73
</TABLE>
NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH AN OFFER TO SELL OR SOLICITATION WOULD BE UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
2
<PAGE> 11
WHERE YOU CAN FIND MORE INFORMATION
Allied is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance with these rules, we file
annual, quarterly and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy the reports and other information
that we file with the SEC at the SEC's public reference facilities at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain information
about Allied and the Company from the following regional offices of the SEC:
Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60601-2511.
Copies of these materials also can be obtained from the Public Reference Section
of the SEC, Washington, D.C. 20549 at prescribed rates. Our filings with the SEC
are also available to the public on the SEC's home page on the Internet at
http://www.sec.gov.
We have filed with the SEC a Registration Statement on Form S-4 (the
"Registration Statement") with respect to our 7 3/8% Series B Senior Notes due
2004, 7 5/8% Series B Senior Notes due 2006 and 7 7/8% Series B Senior Notes due
2009. This Prospectus, which is a part of the Registration Statement, omits
certain information included in the Registration Statement. Statements made in
this Prospectus as to the contents of any contract, agreement or other document
are not necessarily complete. With respect to each such contract, agreement or
other document filed as an exhibit to the Registration Statement, we refer you
to such exhibit for a more complete description of the matter involved, and each
such statement is deemed qualified in its entirety to such reference.
The indenture governing the outstanding Senior Notes provides that we
will furnish to the holders of the Senior Notes copies of the periodic reports
required to be filed by Allied or us with the SEC under the Exchange Act. Even
if neither Allied nor us is subject to the periodic reporting and informational
requirements of the Exchange Act, Allied or we will make such filings to the
extent that such filings are accepted by the SEC. Allied or we will make these
filings regardless of whether we have a class of securities registered under the
Exchange Act. Furthermore, we will provide the Trustee for the Senior Notes
within 15 days after such filings with annual reports containing the information
required to be contained in Form 10-K, and quarterly reports containing the
information required to be contained in Form 10-Q promulgated by the Exchange
Act. From time to time, Allied or we will also provide such other information as
is required to be contained in Form 8-K promulgated by the Exchange Act. If the
filing of such information is not accepted by the SEC or is prohibited by the
Exchange Act, we will then provide promptly upon written request copies of such
reports to prospective purchasers of the Senior Notes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We hereby incorporate by reference into this Prospectus the following
documents or information filed with the SEC (File No. 000-19285):
(a) Allied's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (the "1997 10-K"), filed with the SEC on
March 31, 1998, as amended by the Form 8-K/A filed on August
28, 1998 and as supplemented by the Form 8-K, dated October
29, 1998 filed with the SEC.
(b) Allied's Quarterly Reports on Form 10-Q for the fiscal quarter
ended March 31, 1998, filed with the SEC on May 14, 1998, the
quarter ended June 30, 1998, filed with the SEC on August 14,
1998 and the quarter ended September 30, 1998 filed with the
SEC on November 16, 1998.
(c) Allied's Current Reports on Form 8-K filed on May 18, 1998,
August 21, 1998, August 28, 1998, October 29, 1998, October
30, 1998, November 25, 1998, December 7, 1998, December 8,
1998 and December 28, 1998, respectively.
(d) Allied's Proxy Statement filed April 29, 1998.
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<PAGE> 12
(e) all documents filed by Allied pursuant to Section 13 (a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of the Registration Statement of which this Prospectus is part
and prior to the effectiveness thereof or subsequent to the
date of this Prospectus and prior to the termination of the
offering made hereby.
Any statement contained herein, or in any documents incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purpose of this Prospectus to the extent that a subsequent
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. These documents are available without
charge upon written or oral request from Henry L. Hirvela, Chief Financial
Officer of Allied at Allied's principal executive offices located at 15880 North
Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260, telephone number
(602) 423-2946.
This Exchange Offer is not being made to, nor will we accept surrenders
for exchange from, holders of outstanding Senior Notes in any jurisdiction in
which this Exchange Offer or the acceptance thereof would not be in compliance
with the Securities or Blue Sky laws of such jurisdiction.
FORWARD-LOOKING STATEMENTS
This Prospectus contains both historical and forward-looking
statements. These forward-looking statements are not historical facts, but only
predictions and generally can be identified by use of statements that include
phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee"
or other words or phrases of similar import. Similarly, statements that describe
our objectives, plans or goals also are forward-looking statements. Our
operations are subject to certain risks and uncertainties that could cause
actual results to differ materially from those contemplated by the relevant
forward-looking statement. You are urged to consider these factors carefully in
evaluating the forward-looking statements, including the factors described below
under "Risk Factors." The forward-looking statements included herein are made
only as of the date of this Prospectus and we undertake no obligation to
publicly update such forward-looking statements to reflect subsequent events or
circumstances. We cannot assure you that projected results or events will be
achieved.
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<PAGE> 13
PROSPECTUS SUMMARY
This summary highlights selected information from this Prospectus, but
does not contain all information that may be important to you. This Prospectus
includes or incorporates by reference specific terms of the Exchange Offer, as
well as information regarding our business and detailed financial data. We
encourage you to read the detailed information and financial statements
appearing elsewhere or incorporated by reference in this Prospectus. Except if
the context requires otherwise, references in this Prospectus to (1) "we," "us,"
"our," "AWNA" or "Company" refer to Allied Waste North America, Inc., a wholly
owned subsidiary of Allied Waste Industries, Inc., and its direct and indirect
subsidiaries; and (2) "Allied" is to Allied Waste Industries, Inc., and its
direct and indirect subsidiaries on a consolidated basis, including AWNA. The
term "Old Senior Notes" refers to the 7 3/8% Series A Senior Notes due 2004, the
7 5/8% Series A Senior Notes due 2006 and the 7 7/8% Series A Senior Notes due
2009 that were issued on December 23, 1998. The term "New Senior Notes" refers
to the 7 3/8% Series B Senior Notes due 2004, the 7 5/8% Series B Senior Notes
due 2006 and the 7 7/8% Series B Senior Notes due 2009 offered pursuant to this
Prospectus. The term "Senior Notes" refers to the Old Senior Notes and the New
Senior Notes collectively.
THE EXCHANGE OFFER
We completed on December 23, 1998 the private offering of an aggregate
of $1,700,000,000 of Senior Notes consisting of $225,000,000 7 3/8% Senior Notes
due 2004, $600,000,000 7 5/8% Senior Notes due 2006 and $875,000,000 7 7/8%
Senior Notes due 2009. We entered into registration rights agreements with the
initial purchasers in the private offering in which we agreed, among other
things, to deliver to you this Prospectus and to complete the Exchange Offer
within 180 days of the issuance of the Old Senior Notes. You are entitled to
exchange in the Exchange Offer your outstanding Old Senior Notes for registered
New Senior Notes with substantially identical terms. If the Exchange Offer is
not completed by July 5, 1999, then special interest, in addition to the base
interest that would otherwise accrue on the Senior Notes, shall accrue at a per
annum rate of 0.25% for the first 90 days after July 5, 1999, at a per annum
rate of 0.50% for the second 90 days after July 5, 1999, at a per annum rate of
0.75% for the third 90 days after July 5, 1999 and after that, at a per annum
rate of 1.0%. You should read the discussion under the headings "Summary --
Description of the New Senior Notes" and "Description of the New Senior Notes"
for further information regarding the registered notes.
We believe that the New Senior Notes issued in the Exchange Offer may
be resold by you without compliance with the registration and prospectus
delivery provisions of the Securities Act, subject to certain conditions. You
should read the discussion under the headings "--Summary of the Terms of
Exchange Offer" and "The Exchange Offer" for further information regarding the
Exchange Offer and resale of the Senior Notes.
THE COMPANY
Allied is a vertically integrated solid waste management company
providing non-hazardous waste collection, transfer, recycling and disposal
services to approximately 2.4 million residential, municipal and commercial
customers located in 28 states primarily in the Midwest, Northeast, Southeast,
Southwest and Northwest United States. Allied conducts its operations primarily
through the Company and subsidiaries of the Company. As of November 30, 1998, we
conducted our operations through 114 collection companies, 72 transfer stations,
26 recycling facilities and 72 landfills. The principal executive offices of
Allied and the Company are located at 15880 North Greenway-Hayden Loop, Suite
100, Scottsdale, Arizona 85260, and the telephone number is (602) 423-2946.
BUSINESS STRATEGY
The major components of our business strategy consist of:
- operating vertically integrated non-hazardous solid waste
services businesses with a high rate of waste internalization;
- managing these businesses locally with a strong focus on
operations;
- maintaining a high rate of growth through acquisitions and
internal growth in existing and selected new markets; and
- maintaining the financial capacity, management capabilities
and administrative systems and controls to support on-going
operations and future growth.
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SUMMARY OF THE TERMS OF THE EXCHANGE OFFER
The Exchange Offer relates to the exchange of up to $1,700,000,000
aggregate principal amount of outstanding Old Senior Notes for an equal
aggregate principal amount of New Senior Notes. The New Senior Notes will be
obligations of the Company entitled to the benefits of the indenture governing
the outstanding Senior Notes. The form and terms of the New Senior Notes are
identical in all material respects to the form and terms of the outstanding Old
Senior Notes except that the New Senior Notes have been registered under the
Securities Act, and therefore are not entitled to the benefits of the
registration rights granted under the registration rights agreements, executed
as part of the offering of the outstanding Old Senior Notes, dated December 23,
1998 among the Company and the initial purchasers in the private offering,
including Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs &
Co., Credit Suisse First Boston Corporation, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co. Incorporated, Bear Stearns & Co. Inc.,
BT Alex. Brown Incorporated, CIBC Oppenheimer Corp. and Salomon Smith Barney
Inc., relating to certain contingent increases in the interest rates provided
for pursuant thereto. As a result of this registration, the New Senior Notes
will not bear legends restricting their transfer.
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Registration Rights Agreements.................... You are entitled to exchange your Old Senior Notes for registered New Senior
Notes with substantially identical terms. The Exchange Offer is intended to
satisfy these rights. After the Exchange Offer is complete, you will no longer
be entitled to any exchange or registration rights with respect to your Senior
Notes.
The Exchange Offer................................ We are offering to exchange $1,000 principal amount of the following New Senior
Notes which have been registered under the Securities Act for each $1,000
principal amount of our outstanding Old Senior Notes listed below which
were issued in December 1998 in a private offering:
- 7 3/8% Series A Senior Notes due 2004 in exchange for 7 3/8% Series B
Senior Notes due 2004 (the "Five Year Notes")
- 7 5/8% Series A Senior Notes due 2006 in exchange for 7 5/8% Series B
Senior Notes due 2006 (the "Seven Year Notes")
- 7 7/8% Series A Senior Notes due 2009 in exchange for 7 7/8% Series B
Senior Notes due 2009 (the "Ten Year Notes")
In order to be exchanged, an outstanding Old Senior Note must be properly
tendered and accepted. All outstanding Old Senior Notes that are validly
tendered and not validly withdrawn will be exchanged.
The following principal amounts of the Old Senior Notes are outstanding:
- $225,000,000 7 3/8% Series A Senior Notes due 2004
- $600,000,000 7 5/8% Series A Senior Notes due 2006
- $875,000,000 7 7/8% Series A Senior Notes due 2009
We will issue registered notes on or promptly after the expiration of the
Exchange Offer.
Resale of the New Notes........................... Based on an interpretation by the staff of the SEC set forth in no-action
letters issued to third parties, including "Exxon Capital
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Holdings Corporation" (available May 13, 1988), "Morgan Stanley & Co.
Incorporated" (available June 5, 1991), "Mary Kay Cosmetics, Inc." (available
June 5, 1991) and "Warnaco, Inc." (available October 11, 1991), we believe that
the New Senior Notes issued in the exchange offer may be offered for resale,
resold and otherwise transferred by you without compliance with the registration
and prospectus delivery provisions of the Securities Act if:
- the New Senior Notes issued in the Exchange Offer are being acquired by
you in the ordinary course of your business;
- you are not participating, do not intend to participate, and have no
arrangement understanding with any person to participate, in the
distribution of the New Senior Notes issued to you in the Exchange
Offer;
- you are not a broker-dealer who purchased such outstanding Old Senior
Notes directly from us for resale pursuant to Rule 144A or any other
available exemption under the Securities Act; and
- you are not an "affiliate" of ours or of Allied.
If our belief is inaccurate and you transfer any note issued to you in the
Exchange Offer without delivering a prospectus meeting the requirement of the
Securities Act or without an exemption from registration of your Old Senior
Notes from such requirements, you may incur liability under the Securities Act.
We do not assume or indemnify you against such liability. Each broker-dealer
that is issued New Senior Notes in the Exchange Offer for its own account in
exchange for Old Senior Notes which were acquired by such broker-dealer as a
result of market-making or other trading activities must acknowledge that it
will deliver a prospectus meeting the requirements of the Securities Act, in
connection with any resale of the New Senior Notes issued in the Exchange Offer.
The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, such broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. A broker-dealer may use
this Prospectus for an offer to resell, resale or other retransfer of the New
Senior Notes issued to it in the Exchange Offer. We have agreed to use our best
efforts to make this Prospectus and any amendment or supplement to this
Prospectus available to any such broker-dealer for use in connection with any
such resales. We believe that no registered holder of the outstanding Old Senior
Notes is an affiliate (as such term is defined in Rule 405 of the Securities
Act) of the Company. The Exchange Offer is not being made to, nor will we accept
surrenders for exchange from, holders of outstanding Old Senior Notes in any
jurisdiction in which this Exchange Offer or the acceptance thereof would not be
in compliance with the securities or blue sky laws of such jurisdiction.
Expiration Date................................... The Exchange Offer will expire at 5:00 p.m., New York City time, on February 26,
1999, unless we decide to extend the expiration date.
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Accrued Interest on the New Senior Notes
and the Outstanding Old Senior Notes.............. The Old Senior Notes and the New Senior Notes will bear interest from December
23, 1998. Old Senior Notes that are accepted for exchange will cease to accrue
interest from the date of completion of the Exchange Offer. Consequently,
holders who exchange their outstanding Old Senior Notes for New Senior Notes
will receive the same interest payment on July 1, 1999 (the first interest
payment date with respect to the outstanding Old Senior Notes and the New Senior
Notes to be issued in the Exchange Offer) that they would have received had they
not accepted the Exchange Offer.
Termination of the Exchange Offer................. We may terminate the Exchange Offer if we determine that our ability to proceed
with the Exchange Offer could be materially impaired due to any legal or
governmental action, new law, statute, rule or regulation or any interpretation
of the staff of the SEC of any existing law, statute, rule or regulation. We do
not expect any of the foregoing conditions to occur, although we cannot assure
you that such conditions will not occur. Holders of outstanding Old Senior Notes
will have certain rights against Allied and us under the registration rights
agreements executed as part of the offering of the outstanding Old Senior Notes
should we fail to consummate the Exchange Offer.
Procedures for Tendering Outstanding
Old Senior Notes.................................. If you are a holder of an Old Senior Note and you wish to tender your Old Senior
Note for exchange pursuant to the Exchange Offer, you must transmit to U.S Bank
Trust National Association, as exchange agent, on or prior to the Expiration
Date: either
- a properly completed and duly executed Letter of Transmittal, which
accompanies this Prospectus, or a facsimile of the Letter of
Transmittal, including all other documents required by the Letter of
Transmittal, to the Exchange Agent at the address set forth on the
cover page of the Letter of Transmittal; or
- a computer-generated message transmitted by means of The Depository
Trust Company's ("DTC") Automated Tender Offer Program system and
received by the Exchange Agent and forming a part of a confirmation of
book entry transfer in which you acknowledge and agree to be bound by
the terms of the Letter of Transmittal; and, either
a timely confirmation of book-entry transfer of your outstanding Old
Senior Notes into the Exchange Agent's account at DTC pursuant to DTC's
procedure for book-entry transfers described in this Prospectus under
the heading "The Exchange Offer--Procedure for Tendering," must be
received by the Exchange Agent on or prior to the Expiration Date; or
the documents necessary for compliance with the guaranteed delivery
procedures described below.
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By executing the Letter of Transmittal, each holder will represent to us that,
among other things,
- the New Senior Notes to be issued in the Exchange Offer are obtained in
the ordinary course of business of the person receiving such New Senior
Notes whether or not such person is the holder,
- neither the holder nor any such other person has an arrangement or
understanding with any person to participate in the distribution or
such New Senior Note and
- neither the holder nor any such other person is an "affiliate," as
defined in Rule 405 under the Securities Act of the Company or of
Allied.
Special Procedures for Beneficial Owners.......... If you are the beneficial owner of Old Senior Notes and your name does not
appear on a security position listing of DTC as the holder of such Old Senior
Notes or if you are a beneficial owner of registered Old Senior Notes that are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee and you wish to tender such Old Senior Notes or registered Old
Senior Notes in the Exchange Offer, you should promptly contact the person in
whose name your Old Senior Notes are registered and instruct such person to
tender on your behalf. If such beneficial holder wishes to tender on his own
behalf such beneficial holder must, prior to completing and executing the Letter
of Transmittal and delivering its outstanding Old Senior Notes, either make
appropriate arrangements to register ownership of the outstanding Old Senior
Notes in such holder's name or obtain a properly completed bond power from the
registered holder. The transfer of record ownership may take considerable time.
Guaranteed Delivery Procedures.................... If you wish to tender your Old Senior Notes and time will not permit your
required documents to reach the Exchange Agent by the Expiration Date, or the
procedure for book-entry transfer cannot be completed on time or certificates
for registered Old Senior Notes cannot be delivered on time, you may tender your
Old Senior Notes pursuant to the procedures described in this Prospectus under
the heading "The Exchange Offer--Guaranteed Delivery Procedure."
Withdrawal Rights ................................ You may withdraw the tender of your Old Senior Notes at any time prior to 5:00
p.m., New York City time, on February 25, 1999, the business day prior to the
Expiration Date, unless your Old Senior Notes were previously accepted for
exchange.
Acceptance of Outstanding Old Senior Notes and
Delivery of Exchange Notes........................ Subject to certain conditions (as summarized above in "Termination of the
Exchange Offer" and described more fully under the "The Exchange
Offer--Termination"), we will accept for exchange any and all outstanding Old
Senior Notes which are properly tendered in the Exchange Offer prior to 5:00
p.m., New York City time, on the Expiration Date. The New Senior Notes issued
pursuant to Exchange Offer will be delivered promptly following the Expiration
Date.
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Certain U.S. Federal Income Tax Consequences...... An exchange of Old Senior Notes for New Senior Notes will not taxable to
holders. See "Certain United States Federal Tax Consequences--Certain Federal
Income Tax Consequences of the Exchange Offer."
Use of Proceeds .................................. We will not receive any proceeds from the issuance of New Senior Notes pursuant
to the Exchange Offer. We will pay all expenses incident to the Exchange Offer.
Exchange Agent ................................... The U.S. Bank Trust National Association is serving as exchange agent in
connection with the Exchange Offer. The Exchange Agent can be reached at
Corporate Trust Trustee Administration, 100 Wall Street, New York, NY 10005.
For more information with respect to the Exchange Offer, the telephone number
for the Exchange Agent is (651)-244-5011 and the facsimile number for the
Exchange Agent is (651) 244-1537.
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CONSEQUENCES OF NOT EXCHANGING OLD SENIOR NOTES
If you do not exchange your Old Senior Notes in the Exchange Offer,
your Old Senior Notes will continue to be subject to the restrictions on
transfer set forth in the legend on the certificate for your Old Senior Notes.
In general, you may offer or sell your Old Senior Notes only if they are
registered under, offered or sold pursuant to an exemption from, or offered or
sold in a transaction not subject to, the Securities Act and applicable state
securities laws. We do not currently intend to register the Old Senior Notes
under the Securities Act. See "The Exchange Offer--Consequences of Exchanging or
Failing to Exchange Old Senior Notes."
SUMMARY DESCRIPTION OF THE NEW SENIOR NOTES
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Notes Offered..................................... $225,000,000 in aggregate principal amount at maturity of 7 3/8% Series B Senior
Notes due 2004
$600,000,000 in aggregate principal amount at maturity of 7 5/8% Series B Senior
Notes due 2006
$875,000,000 in aggregate principal amount at maturity of 7 7/8% Series B Senior
Notes due 2009
Maturity Date..................................... The 7 3/8% Series B Senior Notes will mature on January 1, 2004.
The 7 5/8% Series B Senior Notes will mature on January 1, 2006.
The 7 7/8% Series B Senior Notes will mature on January 1, 2009.
Interest Payments Dates........................... The 7 3/8% Series B Senior Notes will bear interest at the rate of 7 3/8%
compounded semi-annually on January 1 and July 1 of each year, commencing July
1, 1999.
The 7 5/8% Series B Senior Notes will bear interest at the rate of 7 5/8%
compounded semi-annually on January 1 and July 1 of each year, commencing July
1, 1999.
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The 7 7/8% Series B Senior Notes will bear interest at the rate of 7 7/8%
compounded semi-annually on January 1 and July 1 of each year, commencing July
1, 1999.
Ranking........................................... The Senior Notes are senior, unsecured obligations of the Company and will rank
equally to each other, and to all our existing and future senior unsecured
indebtedness and will rank senior in right of payment to all our existing and
future subordinated indebtedness. The Senior Notes are guaranteed on a senior
unsecured basis by Allied of which we are a direct wholly-owned subsidiary, and,
so long as our Senior Credit Facility is similarly guaranteed, by substantially
all of our direct and indirect subsidiaries. However, the Senior Notes will be
effectively subordinated to all of our secured indebtedness, including
outstanding indebtedness under our Senior Credit Facility to the extent of the
assets securing such indebtedness. As of September 30, 1998, on a pro forma
basis after giving effect to the issuance of the Senior Notes and the
application of the proceeds therefrom, we would have had approximately $368
million of secured indebtedness outstanding and approximately an additional $730
million of availability under our Senior Credit Facility which would be secured
indebtedness. The terms "indebtedness" and subordinated indebtedness" are
defined in the "Description of the New Senior Notes--Subordination" and
"Description of the New Senior Notes--Certain Definitions" sections of this
Prospectus.
Optional Redemption............................... We may redeem the Five Year Notes and the Seven Year Notes at the Redemption
Price (as defined) equal to the greater of:
- 100% of their principal amount; or
- the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to maturity on a semi-annual
basis at the Treasury Yield plus 50 basis points, plus in each case
accrued but unpaid interest (including Special Interest).
Before January 1, 2004, we may redeem the Ten Year Notes at any time, at the
redemption price equal to the greater of
- 100% of their principal amount or
- the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to maturity on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Yield plus 50 basis points, plus in each case accrued but
unpaid interest (including Special Interest).
On or after January 1, 2004, we may redeem all or part of the Ten Year Notes, at
redemption prices that decline over time until the maturity date.
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Public Equity Offering Optional Redemption....... Before January 1, 2002, we may redeem on any one or more occasions up to 33 1/3%
of the aggregate principal amount of the Ten Year Notes with the net proceeds of
one or more public equity offerings at a price equal to 107.9% of the principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any.
See "Description of the New Senior Notes-- Optional Redemption."
Change of Control................................. Upon certain change of control events, each holder of Senior Notes may require
us to repurchase all or a portion of its Senior Notes at a purchase price equal
to 101% of the principal amount thereof, plus accrued interest. See "Description
of the New Senior Notes--Certain Definitions" for the definition of a Change of
Control."
Guarantees ....................................... Our obligations under the Senior Notes are fully guaranteed on a senior
unsecured basis by Allied and, so long as our senior credit facility is
similarly guaranteed, all of our existing and future restricted subsidiaries (as
defined herein). See "Description of the New Senior Notes -- Guarantees."
Certain Covenants ................................ The Indenture contains certain covenants that, among other things, limit our
ability and the ability of our restricted subsidiaries to:
- pay certain dividends, redeem capital stock or make certain other
restricted payments or investments;
- incur additional indebtedness or issue preferred equity interests;
- merge, consolidate or sell all or substantially all of its assets;
- create liens on assets; and
- enter into certain transactions with affiliates or related persons.
These covenants are subject to important exceptions and qualifications, which
are described under the heading "Description of the New Senior Notes" in this
Prospectus.
Following the first date upon which any one of the Senior Notes are rated the
following:
- Baa3 or better by Moody's Investors Service, Inc. and BB+ or better by
Standard & Poor's Ratings Group; or
- BBB- or better by Standard & Poor's Ratings Group and Ba1 or better by
Moody's Investors Service, Inc., then
certain covenants, including those relating to the incurrence of indebtedness,
the making of dividends, the redemption of capital stock and other restricted
payments, limitations on restrictions concerning distributions by subsidiaries
and transactions with affiliates will no longer be applicable to the Senior
Notes.
Exchange Offer; Registration Rights............... Under registration rights agreements executed as part of the offering of the
outstanding Old Senior Notes, we have agreed to:
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- file a registration statement within 90 days after the issue date of
the Old Senior Notes enabling holders to exchange the privately placed
Old Senior Notes for publicly registered notes with identical terms,
- use our best efforts to cause the registration statement to become
effective within 180 days after the issue date of the Old Senior Notes,
- consummate the exchange offer within 45 days after the effective date
of our registration date, and
- use our best efforts to file a shelf registration statement for the
resale of the Old Senior Notes if we cannot effect an exchange offer
within the time periods listed above and in certain other
circumstances.
The interest rate on the Senior Notes will increase if we do not comply with our
obligations under the registration rights agreement under certain circumstances.
See "The Exchange Offer--Registration Rights Agreement."
Risk Factors...................................... See "Risk Factors" for a discussion of factors you should carefully consider
before deciding to invest in the New Senior Notes.
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RISK FACTORS
You should consider carefully the following risks and all of the
information set forth in this Prospectus before tendering your Old Senior Notes
in the Exchange Offer and making an investment in the New Senior Notes. The risk
factors set forth below (other than "-- Consequences of Not Exchanging Old
Senior Notes") are generally applicable to the Old Senior Notes as well as the
New Senior Notes.
CONSEQUENCES OF NOT EXCHANGING NOTES
If you do not exchange your Old Senior Notes for the New Senior Notes
pursuant to the Exchange Offer, you will continue to be subject to the
restrictions on transfer of your Old Senior Notes described in the legend on
your Old Senior Notes. The restrictions on transfer of your Old Senior Notes
arise because we issued the Old Senior Notes pursuant to exemptions from, or in
transactions not subject to, the registration requirements of the Securities Act
and applicable state securities laws. In general, you may only offer or sell the
Old Senior Notes if they are registered under the Securities Act and applicable
state securities laws, or offered and sold pursuant to an exemption from such
requirements. We do not intend to register the Old Senior Notes under the
Securities Act. In addition, if you exchange your Old Senior Notes in the
Exchange Offer for the purpose of participating in a distribution of the
Exchange Notes, you may be deemed to have received restricted securities and, if
so, will be required to comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction. To
the extent Old Senior Notes are tendered and accepted in the Exchange Offer, the
trading market, if any, for the Old Senior Notes would be adversely affected.
See "The Exchange Offer -- Consequences of Exchanging or Failing to Exchange Old
Senior Notes."
HOLDERS RESPONSIBLE FOR COMPLIANCE WITH EXCHANGE OFFER PROCEDURES; CONSEQUENCES
OF FAILURE TO EXCHANGE
We will issue the New Senior Notes in exchange for the Old Senior Notes
pursuant to this Exchange Offer only after we have timely received such Old
Senior Notes, along with a properly completed and duly executed Letter of
Transmittal and all other required documents. Therefore, if you want to tender
your Old Senior Notes in exchange for New Senior Notes, you should allow
sufficient time to ensure timely delivery. Neither the Exchange Agent nor the
Company is under any duty to give notification of defects or irregularities with
respect to the tender of Old Senior Notes for exchange. The Exchange Offer will
expire at 5:00 p.m., New York City time, on February 26, 1999, or on a later
extended date and time as we may decide (the "Expiration Date"). Old Senior
Notes that are not tendered or are tendered but not accepted for exchange will,
following the Expiration Date and the consummation of this Exchange Offer,
continue to be subject to the existing restrictions upon transfer thereof. In
general, the Old Senior Notes may not be offered or sold, unless registered
under the Securities Act or except pursuant to an exemption from or in a
transaction not subject to, the Securities Act. In addition, if you are still
holding any Old Senior Notes after the Expiration Date and the Exchange Offer
has been consummated, subject to certain exceptions, you will not be entitled to
any rights to have such Old Senior Notes registered under the Securities Act or
to any similar rights under the Registration Rights Agreement (subject to
limited exceptions, if applicable). We do not currently anticipate that we will
register the Old Senior Notes under the Securities Act.
The New Senior Notes and any Old Senior Notes having the same maturity
which remain outstanding after consummation of the Exchange Offer will vote
together as a single class for purposes of determining whether Holders of the
requisite percentage thereof have taken certain actions or exercised certain
rights under the Indenture.
REQUIREMENTS FOR TRANSFER OF NEW SENIOR NOTES
Based on interpretations by staff of the SEC, as set forth in no-action
letters issued to third parties, we believe that you may offer for resale,
resell and otherwise transfer the New Senior Notes without compliance with the
registration and prospectus delivery provisions of the Securities Act, subject
to certain limitations. These limitations include that you are not an
"affiliate" of ours within the meaning of Rule 405 under the Securities Act,
that you acquire your New Senior Notes in the ordinary course of your business
and that you have no arrangement with any person to participate in the
distribution of such New Senior Notes. However, we have not submitted a
no-action letter to the SEC regarding this Exchange Offer and we cannot assure
you that the SEC would make a similar determination with respect to the Exchange
Offer as in such other circumstances. If you are an affiliate of the Company,
are engaged in or intend to engage in or have any
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arrangement or understanding with respect to a distribution of the New Senior
Notes to be acquired pursuant to the Exchange Offer, you
- may not rely on the applicable interpretations of the staff of
the SEC and
- must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any
resale transaction.
Each broker-dealer that receives New Senior Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus meeting
the requirements under the Securities Act in connection with any resale of such
New Senior Notes. The Letter of Transmittal states that by so acknowledging and
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of New Senior Notes where the Old
Senior Notes exchanged for such New Senior Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. We have agreed to use our best efforts to make this Prospectus
available to any participating broker-dealer for use in connection with any such
resale. See "Plan of Distribution." However, to comply with the securities laws
of certain jurisdictions, if applicable, the New Senior Notes may not be offered
or sold unless they have been registered or qualified for sale in such
jurisdictions or an exemption from registration or qualification is available.
LEVERAGE
We have a substantial amount of outstanding indebtedness with
significant debt service requirements. At September 30, 1998, on a pro forma
basis after giving effect to the issuance of the Senior Notes and the
application of proceeds therefrom, Allied's consolidated debt would have been
approximately $2.1 billion, consisting primarily of the Senior Notes and
approximately $300 million outstanding under the Senior Credit Facility.
Our substantial amount of outstanding indebtedness could have important
consequences to you. For example, it could:
- impair our ability to obtain additional financing in the
future;
- reduce funds available to us for other purposes because we
must use our cash flow from operations to pay the principal
and interest on our outstanding debt;
- increase our vulnerability to economic downturns in the
industry we operate in; and
- increase our vulnerability to interest rate increases to the
extent debt under the Senior Credit Facility is not hedged
because our Senior Credit Facility is at a variable interest
rate.
ABILITY TO SERVICE DEBT
Our ability to pay interest on the Senior Notes and to satisfy our
other debt obligations will depend on, among other things, our future operating
performance and financial results. Each of these factors is to a large extent
dependent on economic, financial, competitive and other factors, beyond our
control. Although we believe that our cash flow will be adequate to meet our
interest payments, we cannot assure you that we will continue to generate
earnings in the future which are sufficient to cover our fixed charges. If, in
the future, our cash flows from operations are insufficient to allow us to pay
our fixed charges and we are unable to borrow sufficient funds under either the
Senior Credit Facility or from other sources, we may be required to refinance
our indebtedness or sell assets. We cannot assure you that we will be able to
refinance our indebtedness, or assure you that the timing of a sale of assets or
the receipt of proceeds from the sale will occur in time to sufficiently satisfy
our debt service requirements. In addition, our ability to use the proceeds from
the sale of assets to repay amounts outstanding under the Senior Notes may be
restricted by the terms of our Senior Credit Facility.
If we are unable to meet our debt service obligations for any reason,
including insufficient cash flow or proceeds from asset sales, we would be in
default under the terms of certain of our debt agreements. If we default, the
holders of the
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defaulted debt could cause all amounts borrowed under these agreements to be due
and payable immediately, and may terminate their commitments to fund the debt.
Further, if we are unable to repay, refinance or restructure our indebtedness
the debt holders could proceed against any collateral securing the indebtedness.
In the case of a default under the Senior Credit Facility, the lenders could
proceed against our capital stock and the capital stock of Allied's subsidiaries
and substantially all of our assets and our subsidiaries, including Allied and
its subsidiaries. A default under any of Allied's debt could result in a default
under other debt or result in Allied's or our bankruptcy.
RISKS ASSOCIATED WITH ALLIED'S BUSINESS STRATEGY; POTENTIAL DIFFICULTY IN
OBTAINING SUITABLE LANDFILLS, COLLECTION OPERATIONS, TRANSFER STATIONS AND
PERMITS
The ability of Allied to continue to implement its vertical integration
strategy successfully will depend on its ability to identify and acquire or
develop appropriate landfills, collection operations and transfer stations. We
cannot assure you that Allied will be able to find appropriate acquisition
candidates, acquire those acquisition candidates that it does find, or integrate
the acquisition candidates effectively or profitably.
Acquisitions by Allied may increase our capital requirements because
acquisitions require sizable amounts of capital and competition with other solid
waste companies which have a similar acquisition strategy may drive the price
up. If acquisition candidates are unavailable or too costly, Allied may need to
change its business strategy. In addition, we cannot assure you that Allied will
successfully obtain the permits it requires to operate its businesses, because
permits to operate non-hazardous solid waste landfills have become increasingly
difficult and expensive to obtain. Permits often take years to obtain as a
result of numerous hearings and compliance with zoning, environmental and other
regulatory measures. These permits are also often subject to resistance from
citizen or other groups. Allied's failure to obtain the required permits to
operate non-hazardous solid waste landfills could have a material adverse effect
on its future results of operations.
In connection with Allied's acquisition of existing landfills, Allied
may also have to spend considerable time, effort and money to obtain permits
required to increase the capacity of existing landfills. Allied cannot predict
if it will be able to obtain the governmental approvals necessary to establish
new or expand existing landfills and, if it does, whether or not it will be
economically beneficial to do so. Further, Allied cannot assure you that it will
be successful in obtaining new landfill sites or expanding the permitted
capacity of its current landfills once its landfill capacity is full, because in
some areas suitable land may be unavailable for new landfill sites. In such
event, Allied may have to dispose collected waste at landfills operated by its
competitors or haul the waste long distances at a higher cost to another of
Allied's landfills, which could have a material adverse effect on Allied's waste
disposal expenses.
LIMITED OPERATING HISTORY IN REGARD TO ACQUIRED BUSINESSES
During 1997 and 1998 Allied acquired many companies and therefore we
have only a limited history of operating a significant portion of our business.
During 1997, Allied acquired 35 companies, which collectively had $369.1 million
in annual revenues. Further, during 1997 Allied sold 37 operations which
represented approximately $127.9 million in annual revenues. The additional
revenue due to the sale and purchase of companies represents approximately 28%
of Allied's revenue in 1997. During 1998, Allied acquired 54 businesses which
collectively had annual revenues of approximately $748.8 million. Allied plans
to continue acquiring landfills, collection operations and transfer stations in
the future. We cannot assure you that Allied's efforts to integrate acquired
operations will be effective, or that expected financial benefits and
operational efficiencies will be realized. Allied's failure to effectively
integrate the acquired operations could have an adverse effect on Allied's
future results of operations and financial position. As Allied continues to
pursue its acquisitions strategy, its financial position and results of
operations may fluctuate significantly from period to period.
CAPITAL REQUIREMENTS AND LIMITED WORKING CAPITAL
Allied's ability to remain competitive, sustain its growth and
operations, and expand operations largely depends on its access to capital.
Allied intends to fund its cash needs through cash flow from operations and
borrowings under the Senior Credit Facility. The solid waste industry is a
capital intensive industry which may consume Allied's cash from its operations
and borrowings under the Senior Credit Facility. As a result, Allied may require
additional equity and/or debt financing to fund its growth through acquisitions
and internal development of solid waste operations, and for debt
-16-
<PAGE> 25
repayment obligations. During 1999, Allied expects to spend approximately $260
million for capital expenditures and closure and post-closure and remediation
expenditures related to its landfill operations. If Allied acquires or expands
its operations, the amount it expends on capital, closure and post-closure and
remediation expenditures will increase. The increase in expenditures may result
in low levels of working capital or require Allied to finance working capital
deficits.
Allied's cash needs will increase if the expenditures for closure and
post-closure monitoring increase above the current reserves taken for these
costs. Expenditures for these costs may increase as a result of any federal,
state or local government regulatory action taken to accelerate such
expenditures. These factors, together with those discussed above, could
substantially increase Allied's operating costs and therefore impair Allied's
ability to invest in its facilities.
Allied's ability to pay its debt obligations or to refinance its
indebtedness depends on its future performance. Allied's future performance may
be affected by general economic, financial, competitive, legislative, regulatory
and other factors beyond its control. Allied's management believes that its
current available cash flow and borrowings available under the Senior Credit
Facility and other sources of liquidity will meet its anticipated future
requirements for working capital, letters of credit, capital, closure,
post-closure and remediation expenditures, debt obligations incurred under the
Senior Credit Facility, and interest due on the Senior Notes.
However, Allied may need to refinance the Senior Notes to pay the
principal due at maturity. In addition, Allied may need additional capital to
fund future acquisitions and integrations of solid waste businesses. We cannot
assure you that Allied's business will generate sufficient cash flow or obtain
sufficient funds to enable Allied or us to pay its debt obligation and capital
expenditures or that refinancing will be available on commercially reasonable
terms or at all.
COMPETITION FROM OTHER COMPANIES AND MUNICIPALITIES; LANDFILL ALTERNATIVES
The non-hazardous waste collection and disposal industry is highly
competitive. Our competitors include national, regional and local waste
management companies and municipalities. The non-hazardous waste collection and
disposal industry is led by four large national waste management companies,
Waste Management, BFI, Republic Services, Inc., and Allied. It also includes
numerous regional and local companies such as Superior Services, Inc. and Waste
Industries, Inc. Some of our competitors have considerably greater financial and
operational resources. In addition, many counties and municipalities that
operate their own waste collection and disposal facilities have the benefits of
tax-exempt financing and may control the disposal of waste collected within
their jurisdictions.
We also encounter increased competition due to the use of alternatives
to landfill disposal, such as recycling and composting. In addition,
incineration is an alternative used in some markets. Further, most of the states
in which Allied operates landfills have adopted plans or requirements that will
require counties to adopt comprehensive plans within the next few years to
reduce the volume of solid waste deposited in landfills through waste planning,
composting and recycling or other programs. State and local governments are
increasingly mandating waste reduction at the source and prohibiting the
disposal of certain types of wastes, such as yard wastes, at landfills. These
trends may reduce the volume of waste going to landfills in certain areas. If
this occurs, we cannot assure you that Allied will be able to operate its
landfills at their full capacity or charge current prices for landfill disposal
services due to the decrease in demand for services.
Allied also encounters competition with its acquisition of landfills
and collection operations. This competition is due to the significant
consolidation of companies in the solid waste collection and disposal industry.
As a result we cannot assure you that Allied will be able to locate or acquire
suitable acquisition candidates at economical prices and terms in the current
markets Allied serves or new markets.
FRAUDULENT CONVEYANCE
Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, if, among other things, any Guarantor, at the time it
incurred the debt evidenced by its guarantee of the Senior Notes:
- (1) was insolvent or rendered insolvent by reason of such
incurrence, or (2) was engaged in a business or transaction
for which that Guarantor's remaining assets constituted
unreasonably small capital, or
-17-
<PAGE> 26
(3) intended to incur, or believed that it would incur, debts
beyond its ability to pay such debts as they mature; and
- that Guarantor received less than reasonably equivalent value
or fair consideration for the incurrence of such debt;
then the guarantee of that Guarantor could be voided, or claims by holders of
the notes under that Guarantee could be subordinated to all other debts of that
Guarantor. In addition, any payment by that Guarantor pursuant to its guarantee
could be required to be returned to that Guarantor, or to a fund for the benefit
of the creditors of that Guarantor.
The measures of insolvency for purposes of the foregoing considerations
will vary depending upon the law applied in any proceeding with respect to the
foregoing. Generally, however, a Guarantor would be considered insolvent if:
- the sum of its debts, including contingent liabilities, was
greater than the saleable value of all of its assets at a fair
valuation; or
- the present fair saleable value of its assets was less than
the amount that would be required to pay its probable
liability on its existing debts, including contingent
liabilities, as they become absolute and mature; or
- it could not pay its debts as they become due.
On the basis of historical financial information, recent operating
history and other factors, we believe that each Guarantor, after giving effect
to the debt incurred by that Guarantor in connection with the private offering
and the Exchange Offer, will not be insolvent, will not have unreasonably small
capital for the business in which it is engaged and will not have incurred debts
beyond its ability to pay such debts as they mature. However, we cannot assure
you as to what standard a court would apply in making such determinations or
that a court would agree with our conclusions in this regard.
POTENTIAL INABILITY TO EFFECT CHANGE OF CONTROL REPURCHASES
The Indenture requires us, in the event of a Change of Control, to make
an offer to purchase all outstanding Senior Notes at a price equal to 101% of
their principal amount, in each case, plus accrued interest to the repurchase
date. The Senior Credit Facility restricts us from repurchasing the Senior Notes
without the approval of the lenders thereunder. We cannot assure you that Allied
will have the sufficient funds available or will be permitted by our lenders
under the Senior Credit Facility to repurchase the Senior Notes upon a Change of
Control. Our failure to repurchase the Senior Notes would constitute an event of
default under the Indenture. See "Description of the Senior Notes -- Repurchase
at Option of Holders -- Change of Control."
RESTRICTIONS IMPOSED BY THE SENIOR CREDIT FACILITY AND THE SENIOR NOTES
The Senior Credit Facility and the Indenture relating to the Senior
Notes contain covenants that restrict our ability and our subsidiaries to
- dispose of assets, incur additional indebtedness,
- incur liens on property or assets,
- repay other indebtedness,
- pay dividends,
- enter into certain investments or transactions,
- repurchase or redeem capital stock,
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<PAGE> 27
- engage in mergers or consolidations, or
- engage in certain transactions with subsidiaries and
affiliates and otherwise restrict corporate activities.
We cannot assure you that these restrictions will not adversely affect
our ability to finance our future operations or capital needs or engage in other
business activities that may be in our interest. In addition, the Senior Credit
Facility contains financial covenants including
- a total debt to EBITDA ratio,
- a fixed charge coverage ratio, and
- an interest expense coverage ratio.
Our compliance with these ratios may be affected by events beyond our
control. Our breach or failure to comply with any of these covenants or
financial ratios could result in a default under the Senior Credit Facility or
the Indenture relating to the Senior Notes. If we default under the Senior
Credit Facility, the lenders thereunder could cause all our outstanding debt
obligations under the Senior Credit Facility due and payable, require us to
apply all of our available cash to repay the indebtedness or prevent us from
making debt service payments on any other indebtedness we owe. If we are unable
to repay any borrowings when due, the lenders under the Senior Credit Facility
could proceed against their collateral. If a default under the Indenture
relating to the Senior Notes occurs, holders could elect to declare the Senior
Notes due and payable. If the indebtedness under the Senior Credit Facility or
the Senior Notes is accelerated, we may not have sufficient assets to repay
amounts due under the Senior Credit Facility, the Senior Notes, or on other debt
securities then outstanding.
RELIANCE ON MANAGEMENT
Allied highly depends upon its senior management team. As Allied grows,
it will increasingly require operations management with waste industry
experience. We do not know the availability of such experienced management or
the compensation levels that will be within industry norms. The loss of the
services of any member of senior management or the inability to hire experienced
operations management could have a material adverse effect on Allied.
COST OF COMPLIANCE WITH ENVIRONMENTAL REGULATIONS; RISK OF FUTURE LITIGATION
Our equipment, facilities and operations are subject to extensive and
changing federal, state and local environmental laws and regulations relating to
environmental protection and occupational health and safety. These include,
among other things, laws and regulations governing the use, treatment, storages
and disposal of solid and hazardous wastes and materials, air quality and the
remediation of contamination associated with the release of hazardous
substances.
Our compliance with regulatory requirements is costly. As waste
management companies we are often required to enhance or replace our equipment
and to modify landfill operations or, in some cases, to close landfills. We
cannot assure you that Allied will be able to implement price increases
sufficient to offset the cost of complying with these standards. In addition,
environmental regulatory changes could accelerate expenditures for closure and
post-closure monitoring at solid waste facilities and obligate Allied to spend
sums in addition to those presently accrued for such purposes.
In addition to the costs of complying with environmental regulations,
Allied is involved in administrative and judicial proceedings related to
environmental matters. As a result Allied may be required to pay fines or may
lose certain permits and licenses. In addition, Allied may have to defend itself
against governmental agencies and surrounding landowners who assert claims
alleging environmental damage or violations of permits and licenses by Allied.
Citizens' groups have become increasingly active in challenging the grant or
renewal of permits and licenses, and responding to such challenges has further
increased the costs associated with permitting new facilities or expanding
current facilities. A significant judgment against Allied, the loss of a
significant permit or license or the imposition of a significant fine could have
a material adverse effect on Allied's financial condition.
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<PAGE> 28
Certain of Allied's waste disposal operations traverse state and county
boundaries. In the future, Allied's collection, transfer and landfill operations
may also be affected by federal legislation that authorizes the states to enact
legislation governing interstate shipments of waste. Such proposed federal
legislation may allow individual states to prohibit or limit importing
out-of-state waste to be disposed and that may require states, under certain
circumstances, to reduce the amounts of waste exported to other states. If this
or similar legislation is enacted in states in which Allied operates landfills
that receive a significant portion of waste originating from out-of-state
Allied's operations could be adversely affected. We believe that several states
have proposed or have considered adopting legislation that would regulate the
interstate transportation and disposal of waste in the states' landfills.
As a condition to the acquisition of the non-hazardous solid waste
management business of Laidlaw, Inc. (the "Laidlaw Acquired Businesses" and
"Laidlaw", respectively) in December 1996 (the "Laidlaw Acquisition"), Allied
engaged Emcon Environmental Services, Inc. ("Emcon"), an independent
environmental consultant, to conduct environmental assessments of the Laidlaw
Acquired Businesses. In its report (the "Emcon Environmental Report"), Emcon
identified several contaminated properties under the management of the Laidlaw
Acquired Businesses, including landfills and other locations owned by the
Laidlaw Acquired Businesses, that could pose significant sources of liability to
the Laidlaw Acquired Businesses. The costs of performing the investigation,
design, remediation and allocation of responsibility to the subsidiaries of
Allied vary significantly between sites. Based on the information then
available, Allied recorded a provision of $51.5 million for environmental
matters, including closure and post-closure costs, in the 1996 consolidated
statement of operations and expects these amounts to be disbursed over the next
30 years. The actual liability at these sites cannot currently be determined due
to a number of uncertainties including the extent of the contamination, the
appropriate remedy, the financial viability of other potentially responsible
parties and the ultimate apportionment of responsibility among such potentially
responsible parties.
The representations made by the Laidlaw sellers in the Stock Purchase
Agreement, dated September 17, 1996, among Allied, AWNA and Laidlaw, among
others, relating to the Laidlaw Acquisition (the "Laidlaw Acquisition
Agreement") with respect to the environmental matters (1) terminated on the
closing of the Laidlaw Acquisition as to all matters disclosed in writing to
Allied at least five business days prior to the closing or disclosed with
specificity in the Emcon Environmental Report and (2) terminate on the third
anniversary of the closing of the Laidlaw Acquisition as to all matters other
than those described in clause (1) and which are known to Laidlaw on the closing
date. The Laidlaw Acquisition Agreement further provided that Laidlaw's
indemnification obligations with respect to environmental matters would be
limited to the amount by which the aggregate of all such damages exceeded a $1
million basket, without giving effect to any materiality qualifications. At the
closing of the Laidlaw Acquisition, Allied and Laidlaw entered into a special
environmental indemnity which was subsequently amended to provide an indemnity
for damages arising out of the Etobicoke, Ontario and Delafield, Wisconsin sites
that will be limited to a three-year period from the closing of the Laidlaw
Acquisition and to an amount in excess of a $25 million basket with such $25
million basket to be reduced by any damages to which the $1 million basket in
the Laidlaw Acquisition Agreement applies. Laidlaw's indemnity for properties
located at Gary Lagoons, Indiana remains intact and is not subject to the
three-year limitation or any basket.
HAZARDOUS SUBSTANCES LIABILITY
We may be identified as a potentially responsible party under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended ("CERCLA"). CERCLA has been interpreted to impose joint and several
liability on current and former owners or operators of facilities at which there
has been a release or a threatened release of a "hazardous substance" and on
persons who generate, transport or arrange for the disposal of such substances
at the facility. Hundreds of substances are defined as "hazardous" under CERCLA
and their presence, even in minute amounts, can result in substantial liability.
The statute provides for the remediation of contaminated facilities and imposes
costs on the responsible parties. The expense of conducting such a cleanup can
be significant. Notwithstanding its efforts to comply with applicable
regulations and to avoid transporting and receiving hazardous substances, such
substances may be present in waste collected by Allied or disposed of in its
landfills, or in waste collected, transported or disposed of in the past by
acquired companies. Cleanup liability may also arise under various state laws
similar to CERCLA. As used in this Prospectus, "non-hazardous waste" means
substances that are not defined as hazardous waste under federal regulations.
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<PAGE> 29
POTENTIAL UNDISCLOSED LIABILITIES ASSOCIATED WITH ACQUISITIONS
Allied may be exposed to liabilities that we fail or are unable to
discover in connection with acquisitions. These liabilities may arise from
non-compliance with environmental laws by prior owners, and for which Allied, as
a successor owner, is responsible.
POTENTIAL UNINSURED OR UNDERINSURED ENVIRONMENTAL LIABILITIES
As is typically the case in the solid waste industry, Allied is able to
obtain only very limited environmental impairment insurance regarding its
landfills. Allied carries environmental impairment liability insurance for
substantially all of its operating landfills. The environmental impairment
liability insurance is in the amount of up to $5 million for the policy term in
excess of a $1 million deductible per claim. An uninsured or underinsured claim
of sufficient magnitude would require Allied to fund such claim from cash flow
generated by operations or borrowings under the Senior Credit Facility or other
sources of liquidity. We cannot assure you that Allied would be able to fund any
such claim from cash provided by operations, the Senior Credit Facility or
elsewhere.
LAIDLAW TAX INDEMNIFICATION
In connection with the Laidlaw Acquisition, Laidlaw disclosed to the
Company the existence of a tax controversy relating to disallowed deductions in
income tax returns with the United States Internal Revenue Service involving the
consolidated U.S. federal income tax liability of the members of an affiliated
group of corporations, of which Laidlaw Transportation, Inc. is the common
parent corporation, which includes Laidlaw Transportation, those Laidlaw
Acquired Businesses which are incorporated in the U.S., and other U.S.
subsidiaries of Laidlaw Transportation, which were not acquired in the Laidlaw
Acquisition.
Laidlaw's United States subsidiaries petitioned the United States Tax
Court with respect to their consolidated federal income tax returns for the
fiscal years ended August 31, 1986, 1987 and 1988. The principal issue related
to the timing and deductibility for tax purposes of interest attributable to
loans owing to a related foreign person. On June 30, 1998, the Court issued an
opinion concluding that advances from one of Laidlaw's foreign subsidiaries were
equity rather than debt and that interest deductions claimed were disallowed.
Based on this opinion, taxes of $49.6 million (plus interest of approximately
$91.4 million as of May 31, 1998) would be payable. Laidlaw expects to appeal
this opinion. As of May 31, 1998, Laidlaw had available tax reserves of more
than $200 million for these purposes. Similar claims have been asserted with
respect to the consolidated federal income tax returns for the fiscal years
ended August 31, 1989, 1990, and 1991. A petition has been filed with the United
States Tax Court with respect to these years. The income taxes at issue for
these years is approximately $143.5 million (plus interest of approximately
$145.3 million as of May 31, 1998) Laidlaw also anticipates that similar claims
will be asserted for the fiscal years ended August 31, 1992, 1993 and 1994.
Under applicable Treasury Regulations, each member of the affiliated
tax group including each LSW Subsidiary, is or could be severally liable for
United States federal income tax liabilities of the entire affiliated group,
including all amounts at issue in the tax controversy which are ultimately
determined to be owed.
We have obtained an indemnity from Laidlaw and certain of its
subsidiaries (the "Laidlaw Group") which covers the amounts at issue in the tax
controversy for which any LSW Subsidiary may ultimately be found liable. The
obligation of the Laidlaw Group to indemnify the Company in respect of amounts
at issue in the tax controversy is a general, unsecured obligation of the
Laidlaw Group. We cannot assure you as to the ability of the Laidlaw Group to
pay and fulfill such indemnification obligation which will depend on the
financial condition of the Laidlaw Group at the time of any required performance
of such obligation.
IMPACT OF ADVERSE WEATHER CONDITIONS
Allied's collection and landfill operations could be adversely affected
by long periods of inclement weather which interfere with collection and
landfill operations, delay the development of landfill capacity and/or reduce
the volume of waste generated by Allied's customers. In addition, certain of
Allied's operations may be temporarily suspended as a result of particularly
harsh weather conditions. We cannot assure you that long periods of inclement
weather will not have a material adverse effect on Allied's future results of
operations.
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<PAGE> 30
LACK OF PUBLIC MARKET FOR THE EXCHANGE NOTES; RESTRICTIONS ON RESALE
There is no existing trading market for the Exchange Notes, and we
cannot assure you regarding the future development of a market for the Exchange
Notes, or the ability of the holders of the Exchange Notes to sell their
Exchange Notes, or the price at which such holders may be able to sell their
Exchange Notes. If such a market were to develop, the Exchange Notes could trade
at prices that may be higher or lower than the initial offering price of the
Notes depending on many factors, including prevailing interest rates, Allied's
or our operating results and the market for similar securities. Each of the
Initial Purchasers has advised us that it intends to make a market in the
Exchange Notes. The Initial Purchasers are not obligated to do so, however, and
any market making with respect to the Exchange Notes may be discontinued at any
time without notice. Therefore, we cannot assure you as to the liquidity of any
trading market for the Exchange Notes or that an active trading market for the
Exchange Notes will develop. The Senior Notes are eligible for trading in the
PORTAL market. However, we do not intend to apply for listing of the Senior
Notes or, if issued, the exchange notes, on any securities exchange or for
quotation through the National Association of Securities Dealers Automated
Quotation System.
Historically, the market for non-investment grade debt has been subject
to disruptions that have caused substantial volatility in the prices of such
securities. We cannot assure you that the market for the Exchange Notes will not
be subject to similar disruptions. Any such disruptions may have an adverse
effect on holders of the Exchange Notes.
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<PAGE> 31
SELECTED FINANCIAL DATA
The selected financial data presented below as of December 31, 1993,
1994, 1995 and for the two years ended December 31, 1994 are derived from
Allied's Consolidated Financial Statements, which have not been restated for
business combinations accounted for as pooling-of-interests consummated
subsequent to 1997 and were audited by Arthur Andersen LLP, independent public
accountants. The selected financial data presented below as of December 31, 1996
and 1997 and for the three years ended December 31, 1997 are derived from
Allied's Supplemental Consolidated Financial Statements, which have been audited
by Arthur Andersen LLP, independent public accountants. The unaudited
supplemental financial data as of September 30, 1998 and for the nine months
ended September 30, 1997 and 1998 presented below are derived from Allied's
Supplemental Condensed Consolidated Financial Statements. The supplemental
statement of operations data, other data, and balance sheet data have been
restated to give effect to transactions accounted for using the
pooling-of-interests method for business combinations consummated through
October 15, 1998. See Note 2 to Allied's Supplemental Consolidated Financial
Statements included in Allied's Current Report on Form 8-K filed October 29,
1998.
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED SEPTEMBER 30,
------------------------------------------------------------------- -------------------------
1993 1994 1995 1996 1997 1997 1998
HISTORICAL SUPPLEMENTAL UNAUDITED SUPPLEMENTAL
------------------------- --------------------------------------- -------------------------
(IN THOUSANDS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues ......................... $ 108,948 $ 200,184 $ 580,784 $ 619,548 $ 1,301,391 $ 955,005 $ 1,119,788
Cost of operations ............... 68,374 128,271 366,980 386,001 747,150 551,752 626,596
Selling, general and
administrative expenses ......... 18,278 39,077 97,031 102,416 169,219 122,141 111,814
Depreciation and amortization
expense ......................... 10,637 19,829 55,414 67,823 156,200 113,889 133,880
Acquisition related, non-recurring
and unusual costs(1) ............ -- 2,100 1,531 96,508 5,010 2,652 75,925
----------- ----------- ----------- ----------- ----------- ----------- -----------
Operating income (loss) .......... 11,659 10,907 59,828 (33,200) 223,812 164,571 171,573
Interest income .................. (310) (1,107) (735) (2,479) (1,969) (1,471) (3,320)
Interest expense ................. 7,633 13,958 20,443 21,347 106,092 83,998 64,593
Other income, net ................ -- -- -- -- (1,076) -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income (loss) before income
taxes ........................... 4,336 (1,944) 40,120 (52,068) 120,765 82,044 110,300
Income tax expense (benefit) ..... 1,694 (663) 10,904 354 40,153 26,001 55,444
----------- ----------- ----------- ----------- ----------- ----------- -----------
Income (loss) before extraordinary
item ............................ 2,642 (1,281) 29,216 (52,422) 80,612 56,043 54,856
Extraordinary loss, net of income
tax benefit(2) .................. -- 3,029 908 13,887 53,205 53,205 3,093
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) ................ 2,642 (4,310) 28,308 (66,309) 27,407 2,838 51,763
Preferred dividends .............. (927) (3,773) (4,070) (1,073) (381) (381) --
Conversion fee on equity
securities converted(3) ......... -- -- (2,151) -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) available to
common shareholders ............. $ 1,715 $ (8,083) $ 22,087 $ (67,382) $ 27,026 $ 2,457 $ 51,763
=========== =========== =========== =========== =========== =========== ===========
Ratio of earnings to
fixed charges(4) ................ 1.4x * 1.9x * 1.4x 1.5x 1.6x
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------------------------------------------- -------------------------
1993 1994 1995 1996 1997 1997 1998
HISTORICAL SUPPLEMENTAL UNAUDITED SUPPLEMENTAL
------------------- ------------------ ----------------------
(IN THOUSANDS)
BALANCE SHEET DATA:
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents . $ 3,812 $ 6,269 $ 5,385 $ 70,015 $ 32,298 $ 103,482 $ 26,123
Working capital (deficit) . 3,892 (10,087) (43,101) 26,410 (33,478) 41,189 (34,013)
Property and equipment, net 94,208 222,386 316,837 932,110 1,576,674 1,216,009 1,709,614
Goodwill, net .............. 34,880 78,633 89,431 888,648 1,056,601 1,002,441 1,277,669
Total assets ............... 159,926 379,324 480,841 2,662,200 3,020,179 2,668,368 3,419,543
Total long-term debt,
net of current portion ... 61,019 177,126 196,428 1,283,327 1,454,270 1,320,374 1,551,589
Stockholders' equity ....... 70,277 93,174 139,571 385,218 950,537 777,425 1,181,573
Long-term debt, net to
total capitalization ..... 46% 66% 58% 77% 60% 63% 57%
</TABLE>
(footnotes on next page)
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<PAGE> 32
(footnotes from previous page)
(1) Acquisition related, non-recurring and unusual costs were recorded in
1994, 1995, 1996, 1997 and 1998 for environmental related matters,
asset impairments and abandonments, acquisition related liabilities,
litigation matters, relocation and transition costs and bonuses, and
other integration costs related to companies acquired. See Note 2 to
Allied's Supplemental Consolidated Financial Statements included in
Allied's Current Report on Form 8-K filed October 29, 1998.
(2) The extraordinary losses in 1994, 1995, 1996, 1997 and 1998 were
incurred as a result of premiums paid for the early extinguishment of
debt and the write-off of related deferred debt issue costs.
(3) A non-cash conversion fee of $2.2 million was incurred in the fourth
quarter 1995 as a result of an inducement offered by Allied to holders
of certain convertible preferred stock and convertible subordinated
notes to exercise their conversion option to receive Allied common
stock. The inducement fee consisted of payment of dividends or interest
from the conversion date through the first call or redemption date of
each convertible security. Approximately 7.8 million shares of common
stock were issued for conversion and approximately 285,000 shares were
issued for the conversion fee.
(4) For purposes of calculating the ratio of earnings to fixed charges,
earnings consist of income before taxes and fixed charges, exclusive of
preferred stock dividends. Fixed charges include interest expense and
capitalized interest.
* Earnings were insufficient to cover fixed charges by $5.5 million in
1994 and by $64.2 million in 1996.
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<PAGE> 33
THE EXCHANGE OFFER
TERMS OF THE EXCHANGE OFFER
Summary: The Company will accept for exchange Old Senior Notes that are validly
tendered to the exchange agent before the earliest of:
- 5:00 p.m., New York City time, on February 26, 1999, or such
later date and time to which it is extended, except that it
may not be extended beyond March 13, 1999,
- the date when all Old Senior Notes have been tendered, or
- the date on which the Company terminates the Exchange Offer.
The Company will return any Old Senior Note that it does not accept for exchange
for any reason, as promptly as practicable after expiration or termination of
the Exchange Offer, without charge to the holder of the Old Senior Note.
Upon the terms and subject to the conditions set forth in this
Prospectus and in the Letter of Transmittal, the Company will accept for
exchange Old Senior Notes that are properly tendered on or prior to the
Expiration Date and not withdrawn as permitted below. "Expiration Date" means
5:00 p.m., New York City time, on February 26, 1999, or, if the Company, in its
sole discretion, has extended the period of time for which the Exchange Offer is
open, the latest time and date to which the Exchange Offer is extended.
As of the date of this Prospectus, $1,700,000,000 aggregate principal
amount of the Old Senior Notes was outstanding. This Prospectus, together with
the Letter of Transmittal, is first being sent on or about the date set forth on
the cover page to all holders of Old Senior Notes at the addresses set forth in
the securities register with respect to Old Senior Notes maintained by the
Trustee. The Company's obligation to accept Old Senior Notes for exchange
pursuant to the Exchange Offer is subject to certain conditions as set forth
below. See "- Acceptance of Old Senior Notes; Delivery of New Senior Notes."
The Company expressly reserves the right, at any time or from time to
time, to extend the period of time during which the Exchange Offer is open, and
thereby delay acceptance for exchange of any Old Senior Notes, by mailing
written notice of such extension to the holders thereof as described below.
During any extension, all Old Senior Notes previously tendered will remain
subject to the Exchange Offer and may be accepted for exchange by the Company.
Any Old Senior Notes not accepted for exchange for any reason will be returned
without expense to the Note holder as promptly as practicable after the
expiration or termination of the Exchange Offer.
Old Senior Notes tendered in the Exchange Offer must be $1,000 in
principal amount or any integral multiple thereof.
The Company will mail written notice of any extension, amendment,
non-acceptance or termination to the holders of the Old Senior Notes as promptly
as practicable, such notice to be mailed to the holders of record of the Old
Senior Notes no later than 9:00 a.m. New York City time, on the next business
day after the previously scheduled Expiration Date or other event giving rise to
such notice requirement.
PROCEDURES FOR TENDERING OLD SENIOR NOTES
Summary: The Trustee is serving as Exchange Agent in connection with the
Exchange Offer. Holders of Old Senior Notes that wish to participate in the
Exchange Offer must complete and sign a Letter of Transmittal according to the
instructions contained in the Letter of Transmittal, and forward it to the
Exchange Agent (not to the Company) in compliance with the procedures set forth
in the Letter of Transmittal. Broker-dealers, commercial banks, trust companies
and other nominees may tender Old Senior Notes which they hold as nominee by
book-entry transfer. Questions regarding the Exchange Offer, tender of the Old
Senior Notes, or the Exchange Offer generally, must be directed to the Exchange
Agent.
Letter of Transmittal. The tender to the Company of Old Senior Notes by
a holder thereof as set forth below and the acceptance thereof by the Company
will constitute a binding agreement between the tendering holder and the Company
upon the terms and
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<PAGE> 34
subject to the conditions set forth in this Prospectus and in the Letter of
Transmittal. Except as set forth below, a holder who wishes to tender Old Senior
Notes for exchange pursuant to the Exchange Offer must transmit a properly
completed and duly executed Letter of Transmittal, together with all other
documents required by such Letter of Transmittal, to the Exchange Agent at the
address set forth below under "- Exchange Agent" on or prior to the Expiration
Date.
Other Documents. In addition,
- the Exchange Agent must receive certificates for the Old
Senior Notes along with the Letter of Transmittal,
- the Exchange Agent must receive prior to the Expiration Date a
timely confirmation of a book-entry transfer (a "Book-Entry
Confirmation") of the Old Senior Notes, if such procedure is
available, into the Exchange Agent's account at the DTC (the
"Book-Entry Transfer Facility") pursuant to the procedure for
book-entry transfer described below, or
- the holder must comply with the guaranteed delivery procedures
described in "- Guaranteed Delivery Procedures," below.
Note: The method of delivery of Old Senior Notes, Letters of
Transmittal and all other required documents is at the
election and risk of the holders. If the delivery is by mail,
it is recommended that registered mail, properly insured, with
return receipt requested, be used in all cases. Sufficient
time should be allowed to assure timely delivery. No Letters
of Transmittal or Old Senior Notes should be sent to the
Company.
Signatures. Signatures on a Letter of Transmittal or a notice of
withdrawal, as the case may be, must be guaranteed unless the Old Senior Notes
surrendered for exchange pursuant thereto are tendered (1) by a registered
holder of the Old Senior Notes who has not completed the box entitled "Special
Issuance Instructions" or "Special Delivery Instructions" on the Letter of
Transmittal or (2) for the account of an Eligible Institution (as defined
herein). If signatures on a Letter of Transmittal or a notice of withdrawal, as
the case may be, are required to be guaranteed, the guarantees must be by a firm
that is an eligible guarantor institution (bank, stockbroker, national
securities exchange, registered securities association, savings and loan
association or credit union with membership in a signature medallion program)
pursuant to Exchange Act Rule 17Ad-15 (collectively, "Eligible Institutions").
If Old Senior Notes are registered in the name of a person other than the person
signing the Letter of Transmittal, the Old Senior Notes surrendered for exchange
must be endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form as determined by the Company in its
sole discretion, duly executed by the registered holder, with the signature
thereon guaranteed by an Eligible Institution.
Powers of Attorney. If the Letter of Transmittal is signed by a person
or persons other than the registered holder or holders of Old Senior Notes, the
Old Senior Notes must be endorsed or accompanied by appropriate powers of
attorney, in either case signed exactly as the name or names of the registered
holder or holders that appear on the Old Senior Notes.
Representatives. If the Letter of Transmittal or any Old Senior Notes
or powers of attorney are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and unless waived by the Company, proper evidence satisfactory to the
Company of their authority to so act must be submitted with the Letter of
Transmittal.
Required Acknowledgments; Resales by Broker-Dealers. By tendering Old
Senior Notes, each holder, other than a broker-dealer, must acknowledge that it
is not engaged in, and does not intend to engage in, a distribution of New
Senior Notes. If any holder of Old Senior Notes is an "affiliate" of the
Company, as defined in Rule 405 under the Securities Act, or is engaged in or
intends to engage in or has any arrangement with any person to participate in
the distribution of the New Senior Notes to be acquired pursuant to the Exchange
Offer, the holder:
- could not rely on the applicable interpretations of the staff
of the SEC, and
- must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any
resale transaction.
Each broker-dealer that receives New Senior Notes for its own account in
exchange for Old Senior Notes must acknowledge that the Old Senior Notes were
acquired by the broker-dealer as a result of market-making activities or other
trading activities and that it will
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<PAGE> 35
deliver a prospectus in connection with any resale of the New Senior Notes. Any
such broker-dealer may be deemed to be an "underwriter" under the Securities
Act. See "Plan of Distribution - Broker-Dealers." The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
ACCEPTANCE OF OLD SENIOR NOTES FOR EXCHANGE; DELIVERY OF NEW SENIOR NOTES
The Company will accept, promptly after the Expiration Date, all Old
Senior Notes properly tendered and will issue the New Senior Notes promptly
after acceptance of the Old Senior Notes. For each Old Senior Note accepted for
exchange, the holder of the Old Senior Note will receive a New Senior Note
having a principal amount equal to that of the surrendered Old Senior Note. The
New Senior Notes will bear interest from the most recent date to which interest
has been paid on the Old Senior Notes or, if no interest has been paid on the
Old Senior Notes, from December 23, 1998. Accordingly, if the relevant record
date for interest payment occurs after the completion of the Exchange Offer,
registered holders of New Senior Notes on the record date will receive interest
accruing from the most recent date to which interest has been paid or, if no
interest has been paid, from December 23, 1998. If, however, the relevant record
date for interest payment occurs prior to the completion of the Exchange Offer,
registered holders of Old Senior Notes on the record date will receive interest
accruing from the most recent date to which interest has been paid or, if no
interest has been paid, from December 23, 1998. Old Senior Notes accepted for
exchange will cease to accrue interest from and after the date of completion of
the Exchange Offer, except as set forth in the immediately preceding sentence.
Holders of Old Senior Notes whose Old Senior Notes are accepted for exchange
will not receive any payment in respect of interest on the Old Senior Notes
otherwise payable on any interest payment date the record date for which occurs
on or after completion of the Exchange Offer.
In all cases, issuance of New Senior Notes for Old Senior Notes that
are accepted for exchange pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of:
- certificates for the Old Senior Notes or a timely Book-Entry
Confirmation of the Old Senior Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility,
- a properly completed and duly executed Letter of Transmittal,
and
- all other required documents.
If any tendered Old Senior Notes are not accepted for any reason set
forth in the terms and conditions of the Exchange Offer or if certificates
representing Old Senior Notes are submitted for a greater principal amount than
the holder desires to exchange, certificates representing the unaccepted or
non-exchanged Old Senior Notes will be returned without expense to the tendering
holder thereof (or, in the case of Old Senior Notes tendered by book-entry
transfer into the Exchange Agent's account at the Book-Entry Transfer Facility
pursuant to the book-entry transfer procedures described below, the
non-exchanged Old Senior Notes will be credited to an account maintained with
the Book-Entry Transfer Facility) as promptly as practicable after the
expiration or termination of the Exchange Offer.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Old Senior Notes tendered for exchange will be
determined by the Company in its sole discretion, which determination shall be
final and binding. The Company reserves the absolute right to reject any and all
tenders of any particular Old Senior Notes not properly tendered or not to
accept any particular Old Senior Notes if acceptance might, in the judgment of
the Company or its counsel, be unlawful. The Company also reserves the absolute
right in its sole discretion to waive any defects or irregularities or
conditions of the Exchange Offer as to any particular Old Senior Notes either
before or after the Expiration Date (including the right to waive the
ineligibility of any holder who seeks to tender Old Senior Notes in the Exchange
Offer). The interpretation of the terms and conditions of the Exchange Offer as
to any particular Old Senior Notes either before or after the Expiration Date
(including the Letter of Transmittal and the instructions thereto) by the
Company shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Senior Notes for exchange must
be cured within a reasonable period of time that the Company shall determine.
Neither the Company, the Exchange Agent nor any other person shall be under any
duty to give notification of any defect or irregularity with respect to any
tender of Old Senior Notes for exchange, nor shall any of them incur any
liability for failure to give any notification.
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<PAGE> 36
BOOK-ENTRY TRANSFER
The Exchange Agent will ask to establish an account with respect to the
Old Senior Notes at the Book-Entry Transfer Facility for purposes of the
Exchange Offer within two business days after the date of this Prospectus, and
any financial institution that is a participant in the Book-Entry Transfer
Facility's systems may make book-entry delivery of Old Senior Notes by causing
the Book-Entry Transfer Facility to transfer the Old Senior Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility in accordance with
the Book-Entry Facility's procedures for transfer.
Note: Although delivery of Old Senior Notes may be effected through
book-entry transfer at the Book-Entry Transfer Facility, the Letter
of Transmittal or a facsimile thereof, with any required signature
guarantees and any other required documents, must, in any case, be
transmitted to and received by the Exchange Agent at the address set
forth below under "Exchange Agent" on or prior to the Expiration
Date, or the guaranteed delivery procedures described below must be
complied with.
GUARANTEED DELIVERY PROCEDURES
If a registered holder of Old Senior Notes desires to tender the Old
Senior Notes and the Old Senior Notes are not immediately available, or time
will not permit the holder's Old Senior Notes or other required documents to
reach the Exchange Agent before the Expiration Date, or the procedure for
book-entry transfer cannot be completed on a timely basis, a tender may be
effected if:
- - the tender is made through an Eligible Institution,
- - prior to the Expiration Date, the Exchange Agent receives from the
Eligible Institution a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by telegram, telex,
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Senior Notes and the amount of Old Senior
Notes tendered, stating that the tender is being made thereby and
guaranteeing that within five New York Stock Exchange ("NYSE") trading
days after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Old Senior Notes, in proper form
for transfer, or a Book-Entry Confirmation, as the case may be, and any
other documents required by the Letter of Transmittal will be deposited by
the Eligible Institution with the Exchange Agent, and
- - the certificates for all physically tendered Old Senior Notes, in proper
form for transfer, or a Book-Entry Confirmation, as the case may be, and
all other documents required by the Letter of Transmittal, are received by
the Exchange Agent within five NYSE trading days after the date of
execution of the Notice of Guaranteed Delivery.
WITHDRAWAL RIGHTS
Tenders of Old Senior Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on the Expiration Date. For a withdrawal to be
effective, a written or facsimile notice of withdrawal must be received by the
Exchange Agent at the address set forth below under "- Exchange Agent." Any
notice of withdrawal must specify the name of the person having tendered the Old
Senior Notes to be withdrawn, identify the Old Senior Notes to be withdrawn
(including the principal amounts of such Old Senior Notes), and (where
certificates for Old Senior Notes have been transmitted) specify the name in
which such Old Senior Notes are registered, if different from that of the
withdrawing holder.
If certificates for Old Senior Notes have been delivered or otherwise
identified to the Exchange Agent, then, prior to the release of such
certificates, the withdrawing holder must also submit the serial numbers of the
particular certificates to be withdrawn and a signed notice of withdrawal with
signatures guaranteed by an Eligible Institution unless the holder is an
Eligible Institution. If Old Senior Notes have been tendered pursuant to the
procedure for book-entry transfer, any notice of withdrawal must specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Old Senior Notes and otherwise comply with the
procedures of the facility. All questions as to the validity, form and
eligibility (including time of receipt) of the notices will be determined by the
Company, whose determination shall be final and binding on all parties.
Certificates for any Old Senior Notes so withdrawn will be deemed not to have
been validly tendered for exchange for purposes of the Exchange Offer. Any Old
Senior Notes that have been tendered for exchange but which are not exchanged
for any reason will be returned to the holder thereof without cost to the holder
(or, in the case of Old Senior Notes tendered by book-entry transfer into the
Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the
book-entry transfer procedures described above, the Old Senior Notes
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<PAGE> 37
will be credited to an account maintained with the Book-Entry Transfer Facility
for the Old Senior Notes) as soon as practicable after withdrawal, rejection of
tender or termination of the Exchange Offer. Properly withdrawn Old Senior Notes
may be retendered by following one of the procedures described under "-Procedure
for Tendering Old Senior Notes," above, at any time on or prior to the
Expiration Date.
EXCHANGE AGENT
All executed Letters of Transmittal should be directed to the Exchange
Agent at the address set forth below. Questions and requests for assistance,
requests for additional copies of this Prospectus or of the Letter of
Transmittal and requests for Notices of Guaranteed Delivery should be directed
to the Exchange Agent, addressed as follows:
By Registered or Certified Mail: U.S. Bank Trust Center
180 East Fifth Street
St. Paul, Minnesota 55101
By Overnight Courier or By Hand: U.S. Bank Trust Center
180 East Fifth Street
St. Paul, Minnesota 55101
Confirm by Telephone: (651) 244-5011
Note: Delivery of the Letter of Transmittal to an address other than as
set forth above or transmission of instructions via facsimile other
than as set forth above does not constitute a valid delivery of the
Letter of Transmittal.
FEES AND EXPENSES
The Company will not make any payment to brokers-dealers or others
soliciting acceptances of the Exchange Offer.
TRANSFER TAXES
Holders who tender Old Senior Notes for exchange will not be obligated to
pay any transfer tax in connection therewith, except that Holders who instruct
the Company to register New Senior Notes in the name of, or request that Old
Senior Notes not tendered or not accepted in the Exchange Offer be returned to,
a person other than the registered tendering Holder will be responsible for the
payment of any applicable transfer tax thereon.
APPRAISAL RIGHTS
Holders of Old Senior Notes will not have dissenters' rights or appraisal
rights in connection with the Exchange Offer.
CONSEQUENCES OF FAILURE TO EXCHANGE OLD SENIOR NOTES
Holders of Old Senior Notes who do not exchange their Old Senior Notes for
New Senior Notes pursuant to the Exchange Offer will continue to be subject to
the restrictions on transfer of the Old Senior Notes. In general, the Old Senior
Notes may not be offered or sold unless registered under the Securities Act,
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. The Company does not anticipate that it will register Old Senior Notes
under the Securities Act.
RESALE OF THE NEW SENIOR NOTES
Based on interpretations by the staff of the SEC issued to third parties,
New Senior Notes issued pursuant to the Exchange Offer in exchange for Old
Senior Notes may be offered for resale, resold or otherwise transferred by
holders thereof (other than any holder that is an "affiliate" of the Company as
defined in Rule 405 under the Securities Act, and other than any broker-dealer)
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that:
- the New Senior Notes are acquired in the ordinary course of the
holders' business, and
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<PAGE> 38
- the holders have no arrangement with any person to participate in
the distribution of the New Senior Notes.
Each holder, other than a broker-dealer, must acknowledge that it is not
engaged in, and does not intend to engage in, a distribution of New Senior
Notes. This analysis is based upon the SEC's position in no-action letters that
the SEC has issued previously regarding other transactions that were
substantially similar to the Exchange Offer. Although the SEC has not indicated
that it has changed its position on this issue, the Company has not sought its
own interpretive letter from the SEC. There is no assurance that the SEC would
make a similar determination with respect to the resale of the New Senior Notes.
See "Risk Factors Resale of the New Senior Notes".
If any holder is an affiliate of the Company, or if any holder is engaged
in or intends to engage in or has any arrangement or understanding with respect
to the distribution of the New Senior Notes to be acquired pursuant to the
Exchange Offer, the holder
- could not rely on the applicable interpretations of the staff of the
SEC, and
- must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction.
Each broker-dealer that receives New Senior Notes for its own account in
exchange for Old Senior Notes must acknowledge that the Old Senior Notes were
acquired by the broker-dealer as a result of market-making activities or other
trading activities and that it will deliver a prospectus in connection with any
resale of the New Senior Notes. Any such broker-dealer may be deemed to be an
"underwriter" under the Securities Act. See "Plan of Distribution." In addition,
to comply with the securities laws of certain jurisdictions, if applicable, it
may be necessary to qualify for sale or to register the New Senior Notes in that
jurisdiction prior to offering or selling the New Senior Notes.
REGISTRATION RIGHTS AGREEMENT
- --------------------------------------------------------------------------------
Summary: The Company is making the Exchange Offer to comply with its obligation
under the Registration Rights Agreement to register the exchange of the New
Senior Notes for the Old Senior Notes. In the Registration Rights Agreements,
the Company also agreed under limited circumstances to file the Shelf
Registration Statement to register the resale of certain Old Senior Notes and
New Senior Notes. If the Company defaults on certain of its registration
obligations under the Registration Rights Agreements, the affected Note holders
will be entitled to Special Interest.
- --------------------------------------------------------------------------------
This summary of the Registration Rights Agreements does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all provisions of the Registration Rights Agreement, a copy of which is an
exhibit to the Registration Statement.
REGISTRATION STATEMENT
Obligations of the Company. In the Registration Rights Agreement, the Company
and the Guarantors agreed to:
- use their best efforts to keep the Registration Statement effective
continuously, and the Exchange Offer open, for a period of not less
than 30 business days, and
- cause the Exchange Offer to be consummated no later than the 45th
business day after the SEC declares the Registration Statement to be
effective (the "Consummation Deadline"); and
- use their best efforts to keep the Prospectus available for use by
broker-dealers for 90 days after the Consummation Deadline.
Representations by the Note Holders. To participate in the Exchange Offer,
each holder of Old Senior Notes must represent that it:
- is not an affiliate of the Company,
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<PAGE> 39
- is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any person to participate in, a
distribution of New Senior Notes issued in the Exchange Offer, and
- is acquiring the New Senior Notes in the Exchange Offer in the
ordinary course of its business.
SHELF REGISTRATION STATEMENT
Obligation to File. In the Registration Rights Agreement, the Company and
the Guarantors agreed to file with the SEC a Shelf Registration Statement
covering the public resale, by any holder who provides the Company with certain
information for inclusion in the Shelf Registration Statement, of:
- the Old Senior Notes if the Exchange Offer is not permitted by
applicable law or SEC policy, or
- any New Senior Notes or Transfer Restricted Securities held by any
holder who notifies the Company prior to the 20th business day
following the consummation of the Exchange Offer that:
(1) such holder is prohibited by law or SEC policy from
participating in the Exchange Offer, or
(2) such holder may not resell the New Senior Notes acquired by it
in the Exchange Offer to the public without delivering a
prospectus, and the prospectus contained in the Registration
Statement is not appropriate or available for such resales by
it.
"Transfer Restricted Securities" means each Old Senior Note until the earliest
of the date on which the Old Senior Note
- is exchanged for a New Senior Note in the Exchange Offer that is
entitled to be resold to the public by the holder thereof without
complying with the prospectus delivery requirements of the
Securities Act,
- has been disposed of in accordance with the Shelf Registration
Statement, or
- is disposed of by a broker-dealer pursuant to the "Plan of
Distribution," and distributed to the public pursuant to Rule 144
under the Securities Act. See "Plan of Distribution."
Further Obligations of the Company. If a Shelf Registration Statement is
required, the Company must:
- file the Shelf Registration Statement within 30 days after the
Company receives the required notice from by a Note holder,
- use its best efforts to cause the SEC to declare the Shelf
Registration Statement effective within 120 days after the
obligation to file a Shelf Registration Statement arises, and
- use its best efforts to keep the Shelf Registration Statement
continuously effective for at least two years after the SEC
initially declares it effective.
If the Company files a Shelf Registration Statement, the Company will:
- provide to each named selling Note holder copies of the prospectus
which is part of the Shelf Registration Statement, and any
amendments and supplements
- provide notice for the Registration Statement or Prospectus until
after the holders have five days to object to any such documents.
Obligations of Selling Note Holders. A holder selling Notes under the
Shelf Registration Statement generally:
- would be required to be named as a selling security holder in the
related prospectus and to deliver a prospectus to purchasers,
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<PAGE> 40
- will be subject to certain of the civil liability provisions under
the Securities Act in connection with such sales, and
- will be bound by the provisions of the Registration Rights Agreement
that are applicable to such holder (including certain
indemnification obligations).
SPECIAL INTEREST
In the Registration Rights Agreement, the Company and the Guarantors agree to
pay to each Holder of Transfer Restricted Securities affected by a Registration
Default, the following special interest ("Special Interest"):
- a per annum rate of 0.25% for the first 90 days after July 5, 1999,
- a per annum rate of 0.50% for the second 90 days after July 5, 1999,
- a per annum rate of 0.75% for the third 90 days after July 5, 1999,
- a per annum rate of 1.0% for periods after the third 90 days after
July 5, 1999.
Following the cure of all Registration Defaults, the accrual of Special Interest
will cease. All accrued Special Interest will be paid in the same manner and on
the same dates as interest payments are paid on the Notes. Special Interest, if
determined to be a penalty, may be limited or unenforceable under applicable
law.
Registration Default
"Registration Default" means the occurrence of any of the following
events:
- the Exchange Offer is not consummated on or before the Consummation
Deadline, (which is 45 days after the Registration Statement becomes
effective),
- the Company or the Guarantors fail to file the Registration
Statement, if required, with the SEC by the applicable filing
deadline,
- the SEC does not declare the Registration Statement, if required, to
be effective by the applicable effectiveness deadline, or
- the Shelf Registration Statement, if required, is declared effective
but thereafter ceases to be effective or useable for its intended
purpose without being succeeded immediately by a post-effective
amendment to such Registration Statement that cures such failure and
that is itself immediately declared effective.
INDEMNIFICATION
The Company agrees in the Registration Rights Agreement to indemnify
selling Note holders against certain liabilities, including certain liabilities
under the Securities Act.
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<PAGE> 41
CERTAIN INDEBTEDNESS
At September 30, 1998, on a pro forma basis after giving effect to the
issuance of the Senior Notes and the application of proceeds therefrom, Allied's
consolidated debt would have been approximately $2.1 billion, consisting
primarily of the Senior Notes and approximately $300 million outstanding under
the Senior Credit Facility. At that date, we also had approximately $730 million
of availability under our Revolving Credit Facility to be used for working
capital, letters of credit, acquisitions and other general corporate purposes.
The Senior Credit Facility comprises a $300 million term loan (the "Term Loan"),
which is fully drawn, and a $800 million revolving credit facility (the
"Revolving Credit Facility" and together with the Term Loan, the "Senior Credit
Facility"). The Revolving Credit Facility includes a $250 million sublimit for
the issuance of letters of credit. The credit agreement governing the terms of
the Senior Credit Facility (the "Credit Agreement") contains financial and
operating covenants and restrictions on our ability to complete acquisitions,
pay dividends, incur indebtedness, make investments and take certain other
corporate actions. A portion of our available cash must be applied to service
indebtedness. As of September 30, 1998, Allied was in compliance with the
covenants contained in the Credit Agreement.
The Term Loan Facility is an amortizing senior secured term loan with
annual principal payments increasing from $75 million in 2001 to $105 million in
2002, and to $120 million in 2003. Principal under the Revolving Credit Facility
is due upon maturity in June 2003.
In addition to the scheduled principal payments, we are required to make
mandatory prepayments on the Senior Credit Facility from the proceeds from
certain asset sales and the issuance of new debt securities and cash-pay
preferred stock. The amount of the mandatory prepayment is based upon the ratio
of total debt to EBITDA (the "Ratio"). Prepayments equal
- 75% of the net proceeds when the Ratio exceeds 4.50 to 1.00,
- 50% of the net proceeds when the Ratio exceeds 4.00 to 1.00 but is
less than 4.50 to 1.00 and
- 0% when the Ratio is less than 4.00 to 1.00.
Proceeds from new equity issues are exempt from mandatory prepayment
requirements. Mandatory prepayments are applied first to repay outstanding
Revolving Credit Facility advances (but not to reduce commitments under the
Revolving Credit Facility) and the Term Loan pro rata based on amount
outstanding, until no Revolving Credit Facility advances are outstanding, and
then to repay the outstanding Term Loan.
Borrowings under the Revolving Credit Facility may be used for
acquisitions, the issuance of letters of credit, working capital and other
general corporate purposes.
The Senior Credit Facility bears interest, at our option, at either (1) a
Base Rate, or (2) a LIBOR Rate, both terms as defined in the Credit Agreement,
plus, in either case, an applicable margin. The applicable margin is adjusted
from time to time pursuant to a pricing grid based upon the Ratio, as defined in
the Credit Agreement, and varies between zero percent and 0.50% for Base Rate
loans, and 0.75% and 1.75% for Eurodollar loans.
The Senior Credit Facility is guaranteed by substantially all of our
present and future subsidiaries. In addition, the Senior Credit Facility is
secured by substantially all of Allied's and the personal property and a pledge
of the stock of substantially all the our present and future subsidiaries.
The Senior Credit Facility agreement contains certain financial covenants
including, but not limited to, a Total Debt to EBITDA ratio, a Fixed Charge
Coverage ratio and an Interest Expense Coverage ratio, all terms as defined in
the Credit Agreement. In addition, the Credit Agreement also limits our ability
to
- make acquisitions and purchase fixed assets above certain amounts,
- pay dividends,
- incur additional indebtedness and liens,
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<PAGE> 42
- make optional prepayments on certain subordinated indebtedness,
- make investments, loans or advances,
- enter into certain transactions with affiliates or
- enter into a merger, consolidation or sale of all or a substantial
portion of the Company's assets.
The Company was in compliance with all applicable covenants at September
30, 1998.
The Company has entered into interest rate protection agreements (the
"Agreements"), with commercial banks and investment banking institutions to
reduce its exposure to fluctuations in variable interest rates. A summary of the
Agreements outstanding as of September 30, 1998 is as follows:
<TABLE>
<CAPTION>
NOTIONAL AMOUNT FIXED RATE PERIOD
(IN MILLIONS)
<S> <C> <C>
$ 50 6.08% September 1997 - September 2000
50 6.06 September 1997 - March 2000
50 5.12 February 1998 - April 1999
50 6.02 October 1997 - October 1999
50 5.90 November 1997 - November 1999
50 5.91 November 1997 - November 1999
130 6.06 May 1998 - May 2001
</TABLE>
The Agreements effectively change the Company's interest rate paid on its
floating rate long-term debt to a weighted average fixed rate of approximately
5.91% plus applicable margins imposed by the terms of the Credit Agreement at
September 30, 1998.
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<PAGE> 43
DESCRIPTION OF THE NEW SENIOR NOTES
As used below in this "Description of the New Senior Notes" (unless the
context indicates otherwise), references to the "Senior Notes" refer to the Old
Senior Notes and the New Senior Notes, which are described in the future tense
for convenience only.
THE SENIOR NOTES
The Company issued the Old Senior Notes to the Initial Purchasers on
December 23, 1998. The Initial Purchasers sold the Old Senior Notes to
"qualified institutional buyers," as defined in Rule 144A under the Securities
Act. The terms of the New Senior Notes are substantially identical to the terms
of the Old Senior Notes. However, the New Senior Notes are not subject to
transfer restrictions or registration rights unless held by certain
broker-dealers, affiliates of the Company or certain other persons. See "The
Exchange Offer - Resale of the New Senior Notes." In addition, the Company does
not plan to list the New Senior Notes on any securities exchange or seek
quotation on any automated quotation system. The Old Senior Notes are listed on
Nasdaq's PORTAL system.
The following chart summarizes the basic terms of the Senior Notes:
Principal Amount at Maturity:...- $225,000,000 of 7 3/8% Series B Senior Notes
due 2004 (the "Five Year Notes")
- $600,000,000 of 7 5/8% Series B Senior Notes
due 2006 (the "Seven Year Notes")
- $875,000,000 of 7 7/8% Series B Senior Notes
due 2009 (the "Ten Year Notes")
Maturity Date:..................- The 7 3/8% Series B Senior Notes will mature
on January 1, 2004.
- The 7 5/8% Series B Senior Notes will mature
on January 1, 2006.
- The 7 7/8% Series B Senior Notes will mature
on January 1, 2009.
Interest Payments Dates:........- The 7 3/8% Series B Senior Notes will bear
interest at the rate of 7 3/8% compounded
semi-annually on January 1 and July 1 of
each year, commencing July 1, 1999.
- The 7 5/8% Series B Senior Notes will bear
interest at the rate of 7 5/8% compounded
semi-annually on January 1 and July 1 of
each year, commencing July 1, 1999.
- The 7 7/8% Series B Senior Notes will bear
interest at the rate of 7 7/8% compounded
semi-annually on January 1 and July 1 of
each year, commencing July 1, 1999.
Collateral and Ranking:......... The Senior Notes are senior, unsecured
obligations of the Company and will rank
equally to each other, and to all our
existing and future senior unsecured
indebtedness and will rank senior in right
of payment to all our existing and future
subordinated indebtedness. The Senior Notes
are guaranteed on a senior unsecured basis
by Allied of which we are a direct
wholly-owned subsidiary, and, so long as our
senior credit facility is similarly
guaranteed, by substantially all of our
direct and indirect subsidiaries. However,
the Senior Notes will be effectively
subordinated to all of our secured
indebtedness, including outstanding
indebtedness under our Senior Credit
Facility to the extent of the assets
securing such indebtedness. As of September
30, 1998, on a pro forma basis after giving
effect to the issuance of the Senior Notes
and the application of the proceeds
therefrom, we would have had approximately
$368 million of secured indebtedness
outstanding and approximately an additional
$730 million of availability under our
Senior Credit Facility which would be
secured indebtedness. The terms
"indebtedness" and subordinated
indebtedness" are defined in the
"Description of the New Senior
Notes--Subordination" and "Description of
the New Senior Notes--Certain Definitions"
sections of this Prospectus.
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<PAGE> 44
Global Note:.................... The New Senior Notes will be issued as a
single, global note that will be deposited
with The Depository Trust Company in New
York, New York ("DTC"). Individual Senior
Note holders will not receive certificates
for the New Senior Notes, except in certain
limited circumstances.
Payment
Procedures:..................... The Company will make all payments on the
Senior Notes (including principal, premium,
if any, interest and Special Interest, if
any) in immediately available same day
funds, at the office or agency of the
Company maintained for such purpose, which
office or agency shall be maintained in the
Borough of Manhattan, The City of New York,
except that:
- Payments on Senior Notes represented by
the Global Notes will be payable by wire
transfer to the accounts specified by
the holder of interests in such Global
Note.
- Payments on Certificated Notes, if any,
will be payable by wire transfer to the
accounts specified by the Note holders
or, if no such account is specified, by
mailing a check to each Senior Note
holder's registered address.
REGISTRATION RIGHTS AGREEMENT
The Company has filed the Registration Statement to comply with its
obligation under the Registration Rights Agreement to register the issuance of
the New Senior Notes. See "The Exchange Offer - Registration Rights Agreement."
THE INDENTURE
The Old Senior Notes were issued, and the New Senior Notes will be issued,
pursuant to Series Supplements dated as of December 23, 1998 to an Indenture,
(the "Indenture"), among the Company, Allied, as a Guarantor, the Subsidiary
Guarantors and U.S. Bank Trust, N.A., as Trustee (the "Trustee"). The following
summarizes certain provisions of the Indenture. This summary does not purport to
be complete and is qualified in its entirety by reference to all of the
provisions of the Indenture. Wherever this summary refers to a particular
provision of the Indenture, such provision is incorporated by reference as a
part of the statements made, and such statements are qualified in their entirety
by such reference. References to the "Indenture" in this Description of the
Senior Notes include each Series Supplement relating to the Senior Notes. All
references in this section to the "Company" refer solely to Allied Waste North
America, Inc., the issuer of the Senior Notes, and to "Allied" refer solely to
Allied Waste Industries, Inc., and not to their respective subsidiaries.
The definitions of many capitalized terms used in this section are
summarized in "- Certain Definitions", below. Capitalized terms that are not
defined below have the meanings set forth in the Indenture.
GENERAL
The Five Year Notes, the Seven Year Notes and the Ten Year Notes will be
unsecured senior obligations of the Company and will be pari passu in right of
payment to each other. The Five Year Notes will be limited to $300 million
aggregate principal amount, of which $225 million has been issued and will
mature on January 1, 2004. The Seven Year Notes will be limited to $700 million
aggregate principal amount, of which $600 million has been issued, and will
mature on January 1, 2006. The Ten Year Notes will be limited to $1 billion
aggregate principal amount, of which $875 million has been issued, and will
mature on January 1, 2009. Additional Senior Notes may be issued from time to
time after the date of the Series Supplements under the Indenture, subject to
the provisions of the Indenture, including those described below under the
caption " -- Certain Covenants -- Limitation on Consolidated Debt." Any such
additional Senior Notes may be part of the same class and series (including with
respect to voting) as the Senior Notes of such issue issued in this Offering.
The Senior Notes will be fully and unconditionally guaranteed on a senior
unsecured basis by Allied (such guarantees, the "Parent Guarantees").
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<PAGE> 45
The Senior Notes will also be fully and unconditionally guaranteed by the
existing Restricted Subsidiaries of the Company, and the Company will covenant
to cause any Restricted Subsidiaries acquired or created in the future that
guarantees the Bank Agreement to fully and unconditionally guarantee the Senior
Notes, in each case jointly and severally on a senior unsecured basis (such
guarantees, the "Subsidiary Guarantees" and, together with the Parent
Guarantees, the "Senior Guarantees" of such guarantors, the "Subsidiary
Guarantors").
As of the date of the Indenture, all of the Company's Subsidiaries (other
than Allied Insurance) were Restricted Subsidiaries. However, under certain
circumstances, the Company will be able to designate current or future
Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be
subject to many of the restrictive covenants set forth in the Indenture. See "
- -- Certain Covenants -- Limitation on Restricted Payments."
The Senior Notes will be effectively subordinated to all existing and
future indebtedness and other liabilities (including trade payables and capital
lease obligations) of the Company's Subsidiaries (if any) that are Unrestricted
Subsidiaries (and thus not Subsidiary Guarantors) and would be so subordinated
to all existing and future indebtedness of the Subsidiary Guarantors if the
Subsidiary Guarantees were avoided or subordinated in favor of the Subsidiary
Guarantors' other creditors or if the Subsidiary Guarantors are released from
their Subsidiary Guarantees as described under " -- Guarantees." See "Risk
Factors -- Fraudulent Conveyance."
The Senior Notes will be effectively subordinated to all secured Debt of
the Company and its Subsidiaries, including outstanding Debt under the Company's
Senior Credit Facility to the extent of the assets securing such Debt. See "
Terms of Certain Outstanding Debt."
INTEREST AND PAYMENTS
- --------------------------------------------------------------------------------
Summary: The Senior Notes will bear interest at the rates set forth below:
- The Five Year Notes will bear interest at the rate of 7 3/8%
compounded semi-annually on January 1 and July 1 of each year,
commencing July 1, 1999.
- The Seven Year Notes will bear interest at the rate of 7 5/8%
compounded semi-annually on January 1 and July 1 of each year,
commencing July 1, 1999.
- The Ten Year Notes will bear interest at the rate of 7 7/8%
compounded semi-annually on January 1 and July 1 of each year,
commencing July 1, 1999.
- --------------------------------------------------------------------------------
The Senior Notes will bear interest at the rate per annum shown above from
December 23, 1998 (the "Issue Date") or from the most recent interest Payment
Date to which interest has been paid or provided for, payable semi-annually on
July 1 and January 1 of each year, commencing July 1, 1999, until the principal
thereof is paid or made available for payment, to the Person on whose name the
Senior Note, or any predecessor note, is registered at the close of business on
the preceding June 15 or December 15, as the case may be. The Senior Notes will
bear interest on overdue principal and premium, if any, and, to the extent
permitted by law, overdue interest at the rate per annum shown on the front
cover of this Prospectus plus 2%. Interest on the Senior Notes will be computed
on the basis of a 360-day year of twelve 30-day months.
The principal of and premium, if any, and interest, including Special
Interest (as defined below) on the Senior Notes will be payable, and the
transfer of Senior Notes will be registrable, at the office or agency of the
Company in The Borough of Manhattan, The City of New York. In addition, payment
of interest may, at the option of the Company, be made by check mailed to the
address of the Person entitled thereto as it appears in the Security Register;
provided, however, that all payments of the principal (and premium, if any) and
interest on Senior Notes the Holders of which have given wire transfer
instructions to the Company or its agent at least 10 Business Days prior to the
applicable payment date will be required to be made by wire transfer of
immediately available funds to the accounts specified by such Holders in such
instructions.
The Company has agreed to file and cause to become effective a
registration statement relating to an exchange offer for each issue of the
Senior Notes and Senior Guarantees, or, in lieu thereof, to file and cause to
become effective a resale shelf registration statement for each issue of the
Senior Notes and Senior Guarantees. If any such exchange offer or shelf
registration statement is not filed or is not declared effective, or if any such
exchange offer is not consummated, within the time periods set forth herein,
Special
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<PAGE> 46
Interest (as defined below) will accrue and be payable on the Senior Notes
either temporarily or permanently. See " -- Registration Covenant; Exchange
Offers."
No service charge will be made for any registration of transfer or
exchange of Senior Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
OPTIONAL REDEMPTION
- --------------------------------------------------------------------------------
SUMMARY:
1. We may redeem the Five Year Notes and the Seven Year Notes at the
Redemption Price (as defined) equal to the greater of:
- 100% of their principal amount; or
- the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to maturity on a
semi-annual basis at the Treasury Yield plus 50 basis points, plus
in each case accrued but unpaid interest (including Special
Interest).
2. Before January 1, 2004, we may redeem the Ten Year Notes at any time, at
the redemption price equal to the greater of
- 100% of their principal amount or
- the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to maturity on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 50 basis points, plus in
each case accrued but unpaid interest (including Special Interest).
3. On or after January 1, 2004, we may redeem all or part of the Ten Year
Notes, at redemption prices that decline over time until the maturity
date.
4. We also may redeem the following amount of the Ten Year Notes on the
occasion of a public equity offering:
- Before January 1, 2002, we may redeem on any one or more occasions
up to 33 1/3% of the aggregate principal amount of the Ten Year
Notes with the net proceeds of one or more public equity offerings
at a price equal to 107.9% of the principal amount thereof, plus
accrued and unpaid interest and Special Interest, if any.
- --------------------------------------------------------------------------------
FIVE YEAR NOTES
Except as provided below, the Five Year Notes will not be subject to any
redemption at the option of the Company prior to the final maturity of such
Notes.
Five Year Notes will be subject to redemption, at the option of the
Company, in whole or in part, at any time, upon not less than 30 nor more than
60 days' notice mailed to each Holder of Five Year Notes to be redeemed at such
Holder's address appearing in the applicable Note Register, in amounts of $1,000
or an integral multiple of $1,000, at a Redemption Price equal to the greater of
- 100% of their principal amount or
- the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to maturity on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 50 basis points,
plus in each case accrued but unpaid interest, including Special Interest, to
but excluding the Redemption Date, subject to the right of Holders of record on
the relevant Regular Record Date to receive interest due on an Interest Payment
Date that is on or prior to the Redemption Date.
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<PAGE> 47
SEVEN YEAR NOTES
Except as provided below, the Seven Year Notes will not be subject to any
redemption at the option of the Company prior to the final maturity of such
Notes.
Seven Year Notes will be subject to redemption, at the option of the
Company, in whole or in part, at any time, upon not less than 30 nor more than
60 days' notice mailed to each Holder of Seven Year Notes to be redeemed at such
Holder's address appearing in the applicable Note Register, in amounts of $1,000
or an integral multiple of $1,000, at a Redemption Price equal to the greater of
- 100% of their principal amount or
- the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to maturity on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 50 basis points,
plus in each case accrued but unpaid interest (including Special Interest) to
but excluding the Redemption Date (subject to the right of Holders of record on
the relevant Regular Record Date to receive interest due on an Interest Payment
Date that is on or prior to the Redemption Date).
TEN YEAR NOTES
The Ten Year Notes will not be subject to any redemption at the option of
the Company prior to January 1, 2004 except as set forth in the following
paragraphs. On or after January 1, 2004, the Ten Year Notes will be subject to
redemption, in whole or in part, at the option of the Company at any time prior
to maturity, upon not less than 30 nor more than 60 days' notice mailed to each
Holder of Ten Year Notes to be redeemed at such Holder's address appearing in
the applicable Note Register, in amounts of $1,000 or an integral multiple of
$1,000, at the following Redemption Prices (expressed as percentages of
principal amount) plus accrued but unpaid interest (including Special Interest)
to but excluding the Redemption Date (subject to the right of Holders of record
on the relevant Regular Record Date to receive interest due on an Interest
Payment Date that is on or prior to the Redemption Date), if redeemed during the
twelve-month period beginning on January 1 of each of the years indicated below:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
<S> <C>
2004 ............................................................. 103.9375%
2005 ............................................................. 102.6250%
2006 ............................................................. 101.3125%
2007 and thereafter . ............................................ 100.0000%
</TABLE>
Prior to January 1, 2004, the Ten Year Notes will be subject to
redemption, at the option of the Company, in whole or in part, at any time, upon
not less than 30 nor more than 60 days' notice mailed to each Holder of Ten Year
Notes to be redeemed at such Holder's address appearing in the applicable Note
Register, in amounts of $1,000 or an integral multiple of $1,000, at a
Redemption Price equal to the greater of
- 100% of their principal amount or
- the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to maturity on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 50 basis points,
plus in each case accrued but unpaid interest (including Special Interest) to
but excluding the Redemption Date (subject to the right of Holders of record on
the relevant Regular Record Date to receive interest due on an Interest Payment
Date that is on or prior to the Redemption Date).
At any time, or from time to time, prior to January 1, 2002, up to 33 1/3%
in aggregate principal amount of the Ten Year Notes originally issued under the
Indenture will be redeemable, at the option of the Company, from the net
proceeds of one or more Public
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<PAGE> 48
Offerings of Capital Stock (other than Redeemable Interests) of Allied, at a
Redemption Price equal to 107.9% of the principal amount thereof, together with
accrued but unpaid interest, including Special Interest, to the Redemption Date,
subject to the right of Holders of record on the relevant Regular Record Date to
receive interest due on an Interest Payment Date that is on or prior to the
Redemption Date; provided that the notice of redemption with respect to any such
redemption is mailed within 30 days following the closing of the corresponding
Public Offering.
SELECTION AND NOTICE
If less than all the Senior Notes of any issue are to be redeemed, the
particular Senior Notes to be redeemed will be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Notes of such
issue not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions, equal to $1,000 or any integral multiples thereof, of the principal
amount of the applicable Senior Notes of a denomination larger than $1,000.
MANDATORY REDEMPTION
Except as described below under " -- Repurchase at the Option of Holders
- -- Asset Dispositions" and " -- Change of Control," the Senior Notes will not
have the benefit of any mandatory redemption or sinking fund obligations of the
Company.
REPURCHASE AT THE OPTION OF HOLDERS
ASSET DISPOSITIONS
The Company may not make, and may not permit any Restricted Subsidiary to
make, any Asset Disposition unless:
(1) the Company (or such Restricted Subsidiary, as the case may be)
receives consideration at the time of such disposition at least
equal to the fair market value of the shares or the assets disposed
of, as determined in good faith by the Board of Directors for any
transaction (or series of transactions) involving in excess of $10
million and not involving the sale of equipment or other assets
specifically contemplated by the Company's capital expenditure
budget previously approved by the Board of Directors;
(2) at least 75% of the consideration received by the Company (or such
Restricted Subsidiary) consists of
(u) cash or readily marketable cash equivalents,
(v) the assumption of Debt or other liabilities reflected on the
consolidated balance sheet of the Company and its Restricted
Subsidiaries in accordance with generally accepted accounting
principles (excluding Debt or any other liabilities
subordinate in right of payment to the Senior Notes) and
release from all liability on such Debt or other liabilities
assumed,
(w) assets used in, or stock or other ownership interests in a
Person that upon the consummation of such Asset Disposition
becomes a Restricted Subsidiary and will be principally
engaged in, the business of the Company or any of its
Restricted Subsidiaries as such business is conducted
immediately prior to such Asset Disposition,
(x) any securities, notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee
that are contemporaneously (subject to ordinary settlement
periods) converted by the Company or such Restricted
Subsidiary into cash or Cash Equivalents (to the extent of
cash and Cash Equivalents received),
(y) any Designated Noncash Consideration received pursuant to this
clause (y) that is at the time outstanding, not to exceed 15%
of Consolidated Total Assets at the time of the receipt of
such Designated Noncash Consideration (with the fair market
value of each item of Designated Noncash Consideration being
measured at the time received and without giving effect to
subsequent changes in value), or
(z) any combination thereof; and
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<PAGE> 49
(3) 100% of the Net Available Proceeds from such Asset Disposition
(including from the sale of any marketable cash equivalents received
therein) are applied by the Company or a Restricted Subsidiary
(A) first, within one year from the later of the date of such
Asset Disposition or the receipt of such Net Available
Proceeds, to Debt of the Company or its Restricted
Subsidiaries then outstanding under the Bank Agreement which
would require such application or which would prohibit
payments pursuant to Clause (B) following;
(B) second, to the extent Net Available Proceeds are not required
to be applied as specified in Clause (A), to purchases on a
pro rata basis of Outstanding Notes of each issue pursuant to
an Offer to Purchase (to the extent such an offer is not
prohibited by the terms of the Bank Agreement then in effect)
at a purchase price equal to 100% of their principal amount
plus accrued interest to the date of purchase (subject to the
rights of Holders of record on the relevant Regular Record
Date to receive interest due on an Interest Payment Date that
is on or prior to the purchase date); and
(C) third, to the extent of any remaining Net Available Proceeds
following completion of such Offer to Purchase, to any other
use as determined by the Company which is not otherwise
prohibited by the Indenture and provided further that the 75%
limitation referred to in clause (2) above will not apply to
any Asset Disposition if the consideration received therefrom,
as determined in good faith by the Company's Board of
Directors, is equal to or greater than what the after-tax
proceeds would have been had the Asset Disposition complied
with the aforementioned 75% limitation.
Notwithstanding the foregoing, the Company will not be required to comply
with the provisions of the Indenture described in Clause (3) above
(a) if the Net Available Proceeds less any amounts ("Reinvested
Amounts") are invested or committed to be invested within one
year from the later of the date of the related Asset
Disposition or the receipt of such Net Available Proceeds in
assets that will be used in the business of the Company or any
of its Restricted Subsidiaries as such business is conducted
prior to such Asset Disposition (determined by the Board of
Directors in good faith) or
(b) to the extent the Company elects to redeem the Senior Notes of
any series with the Net Available Proceeds pursuant to any of
the provisions described under " -- Optional Redemption."
Notwithstanding the foregoing, the Company will not be required to comply
with the requirements described in Clause (2) of the above if the Asset
Disposition is an Excepted Disposition.
Any Offer to Purchase required by the provisions described above will be
effected by the sending of the written terms and conditions thereof (the "Offer
Document"), by first class mail, to Holders of the Notes within 30 days after
the date which is one year after the later of the date of such Asset Disposition
or the receipt of the related Net Available Proceeds. The form of the Offer to
Purchase and the requirements that a Holder must satisfy to tender any Senior
Note pursuant to such Offer to Purchase are substantially the same as those
described below under " -- Change of Control."
CHANGE OF CONTROL
- --------------------------------------------------------------------------------
Summary: If the Company experiences a Change of Control, the holder of Senior
Notes will have the right to require the Company to repurchase the Senior Notes
for:
- 101% of the principal amount thereof, and
- accrued and unpaid interest on that principal.
- --------------------------------------------------------------------------------
Within 30 days following the date the Company becomes aware of the
consummation of a transaction that results in a Change of Control (as defined
below), the Company will commence an Offer to Purchase all Outstanding Notes, at
a purchase price equal to 101% of their aggregate principal amount plus accrued
interest, if any, to the date of purchase (subject to the rights of Holders of
record on the relevant Regular Record Date to receive interest due on an
Interest Payment Date that is on or prior to the date of purchase). Such
obligation will not continue after a discharge of the Company or defeasance from
its obligations with respect to the Senior Notes. See " -- Defeasance."
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<PAGE> 50
A "Change of Control" will be deemed to have occurred in the event that,
after the date of the Indenture,
(1) so long as the Company is a Subsidiary of Allied,
(a) any Person, or any Persons (other than a Permitted Allied
Successor, as defined below), acting together that would
constitute a "Group" (a "Group") for purposes of Section 13(d)
of the Exchange Act, together with any Affiliates or Related
Persons thereof (other than any employee stock ownership
plan), beneficially own 50% or more of the total voting power
of all classes of Voting Stock of Allied,
(b) any Person or Group, together with any Affiliates or Related
Persons thereof, succeeds in having sufficient of its nominees
who have not been approved by the Continuing Directors elected
to the Board of Directors of Allied such that such nominees,
when added to any existing director remaining on the Board of
Directors of Allied after such election who is an Affiliate or
Related Person of such Person or Group, will constitute a
majority of the Board of Directors of Allied or,
(c) there occurs any transaction or series of related transactions
(other than a merger, consolidation or other transaction with
a Related Business in which the shareholders of Allied
immediately prior to such transaction (or series) receive
(I) solely Voting Stock of Allied (or its successor or
parent, as the case may be),
(II) cash, securities and other property in an amount which
could be paid by the Company as a Restricted Payment
under the Indenture after giving pro forma effect to
such transaction, or
(III) a combination thereof), and the beneficial owners of the
Voting Stock of Allied immediately prior to such
transaction (or series) do not, immediately after such
transaction (or series), beneficially own Voting Stock
representing more than 50% of the total voting power of
all classes of Voting Stock of Allied (or in the case of
a transaction (or series) in which another entity
becomes a successor to, or parent of, Allied, of the
successor or parent entity),
(2) if the Company is not a Subsidiary of Allied,
(a) any Person, or any Persons (other than a Permitted Company
Successor, as defined below), acting together that would
constitute a "Group" (a "Group") for purposes of Section 13(d)
of the Exchange Act, together with any Affiliates or Related
Persons thereof (other than any employee stock ownership plan)
beneficially own 50% or more of the total voting power of all
classes of Voting Stock of the Company,
(b) any Person or Group, together with any Affiliates or Related
Persons thereof, succeeds in having sufficient of its nominees
who have not been approved by the Continuing Directors elected
to the Board of Directors of the Company such that such
nominees, when added to any existing director remaining on the
Board of Directors of the Company after such election who is
an Affiliate or Related Person of such Person or Group, will
constitute a majority of the Board of Directors of the Company
or,
(c) there occurs any transaction or series of related transactions
(other than a merger, consolidation or other transaction with
a Related Business in which the shareholders of the Company
immediately prior to such transaction (or series) receive
(I) solely Voting Stock of the Company (or its successor or
parent, as the case may be),
(II) cash, securities and other property in an amount which
could be paid by the Company as a Restricted Payment
under the Indenture after giving pro forma effect to
such transaction or
(III) a combination thereof), and the beneficial owners of the
Voting Stock of the Company immediately prior to such
transaction (or series) do not, immediately after such
transaction (or series), beneficially own Voting Stock
representing more than 50% of the total voting power of
all classes of Voting Stock of the Company
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<PAGE> 51
(or in the case of a transaction (or series) in which
another entity becomes a successor to the Company, of
the successor entity).
A "Permitted Allied Successor" means an issuer, other than Allied, of
Voting Securities issued to the shareholders of Allied in a merger,
consolidation or other transaction permitted by clause (1)(c) of the definition
of Change of Control. A "Permitted Company Successor" means an issuer, other
than the Company, of Voting Securities issued to the shareholders of the Company
in a merger, consolidation or other transaction permitted by clause (2)(c) of
the definition of Change of Control.
The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes resulting from a Change of Control.
The terms of the Credit Agreement prohibit any repurchase of Senior Notes
by the Company in the event of a Change of Control, unless all indebtedness then
outstanding under the Bank Agreement is first repaid. In order to repay such
indebtedness and repurchase the Senior Notes, it may be necessary for the
Company to recapitalize and/or refinance some or all of its outstanding
indebtedness. We cannot assure you that such recapitalization or refinancing, if
required, would be accomplished on favorable terms, in a timely manner or at
all. Were any obligation of the Company to repurchase Senior Notes upon a Change
of Control to result in a default under the Bank Agreement, the Company may not
have sufficient assets to satisfy its obligations under the Bank Agreement and
the Indenture. See "Risk Factors -- Leverage; Ability to Service Debt."
Within 30 days of a Change of Control, an Offer Document will be sent, by
first class mail, to Holders of each issue of the Senior Notes, accompanied by
such information regarding the Company and its Subsidiaries as the Company in
good faith believes will enable such Holders to make an informed decision with
respect to the Offer to Purchase, which at a minimum will include or incorporate
by reference
(1) the most recent annual and quarterly financial statements and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and contained in the documents required to be
filed with the Trustee pursuant to the provisions described under
" -- Certain Covenants -- Provision of Financial Information" below
(which requirements may be satisfied by delivery of such documents
together with the Offer to Purchase), and
(2) any other information required by applicable law to be included
therein. Each Offer Document will contain all instructions and
materials necessary to enable Holders of the applicable Senior Notes
to tender such Senior Notes pursuant to the Offer to Purchase. Each
Offer Document will also state
(a) that a Change of Control has occurred (or, if the Offer to
Purchase is delivered in connection with an Asset Disposition,
that an Asset Disposition has occurred) and that the Company
will offer to purchase the Holder's Senior Notes,
(b) the Expiration Date of the Offer to Purchase, which will be,
subject to any contrary requirements of applicable law, not
less than 30 days or more than 60 days after the date of such
Offer Document,
(c) the Purchase Date for the purchase of Senior Notes which will
be within five Business Days after the Expiration Date,
(d) the aggregate principal amount of Senior Notes to be purchased
(including, if less than 100%, the manner by which such
purchase has been determined pursuant to the Indenture) and
the purchase price and
(e) a description of the procedure which a Holder must follow to
tender all or any portion of the Senior Notes.
To tender any Senior Note, a Holder must surrender such Senior Note at the
place or places specified in the Offer Document prior to the close of business
on the Expiration Date (such Senior Note being, if the Company or the Trustee so
requires, duly endorsed by, or accompanied by a written instrument or transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing). Holders will be entitled to
withdraw all or any portion of Senior Notes tendered if the Company (or its
Paying Agent) receives, not later than the close of business on the Expiration
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of the Senior Note and Holder
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tendered, the certificate number of the Note the Holder tendered and a statement
that such Holder is withdrawing all or a portion of his tender. Any portion of a
Senior Note tendered must be tendered in an integral multiple of $1,000
principal amount.
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GUARANTEES
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Summary: The Company's payment obligations under the Senior Notes will be
fully guaranteed on a senior unsecured basis (the "Parent Guarantees") by Allied
and, so long as the Company's Senior Credit Facility is similarly guaranteed,
all of the Company's existing and future Restricted Subsidiaries (as defined
herein) (such subsidiary guarantors, the "Subsidiary Guarantors" and, together
with Allied, the "Guarantors" and the guarantees of such Subsidiary Guarantors
the "Subsidiary Guarantees" and together with the Parent Guarantees, the
"Guarantees"). The Guarantors will, jointly and severally, on a senior unsecured
basis, unconditionally guarantee the due and punctual payment of principal of
(and premium, if any) and interest (including Special Interest) on each issue of
the Senior Notes, when and as the same shall become due and payable, whether at
the maturity date, by declaration of acceleration, call of redemption or
otherwise.
- --------------------------------------------------------------------------------
The Senior Guarantees of each Guarantor will remain in effect with respect
to each issue of Senior Notes until the entire principal of, premium, in any,
and interest on such issue of Senior Notes shall have been paid in full or
otherwise discharged in accordance with the provisions of the Indenture;
provided, however, that if
(1) with respect to each Guarantor, an issue of Senior Notes is defeased
and discharged as described under Clause (A) under "-- Defeasance,"
or
(2) with respect to each Subsidiary Guarantor, such Subsidiary Guarantor
(a) ceases to be a Restricted Subsidiary or
(b) all or substantially all of the assets of such Subsidiary
Guarantor or all of the Capital Stock of such Subsidiary
Guarantor is sold (including by issuance, merger,
consolidation or otherwise) by the Company or any of its
Subsidiaries in a transaction constituting an Asset
Disposition and the Net Available Proceeds from such Asset
Disposition are used in accordance with the provisions
described under "-- Repurchase at the Option of Holders --
Asset Dispositions," or
(c) ceases to be a guarantor under, or to pledge any of its assets
to secure obligations under, the Bank Agreement
then in each case of (1) and (2) above, such Guarantor or the
corporation acquiring such assets (in the event of a sale or other
disposition of all or substantially all of the assets of such
Subsidiary Guarantor) shall be released and discharged of its Senior
Guarantee obligations.
CERTAIN COVENANTS
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Summary: The Indenture contains certain covenants that, among other things,
limit our ability and the ability of our restricted subsidiaries to:
- incur additional indebtedness or issue preferred equity interests;
- pay certain dividends, redeem capital stock or make certain other
restricted payments or investments;
- create liens on assets;
- enter into certain transactions with affiliates or related persons.
- merge, consolidate or sell all or substantially all of its assets.
Following the first date upon which any one of the Senior Notes are rated the
following:
- Baa3 or better by Moody's Investors Service, Inc. and BB+ or better
by Standard & Poor's Ratings Group; or
- BBB- or better by Standard & Poor's Ratings Group and Ba1 or better
by Moody's Investors Service, Inc.
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certain covenants, including those relating to the incurrence of indebtedness,
the making of dividends, the redemption of capital stock and other restricted
payments, limitations on restrictions concerning distributions by subsidiaries
and transactions with affiliates will no longer be applicable to the Senior
Notes.
- --------------------------------------------------------------------------------
CHANGES IN COVENANTS WHEN NOTES RATED INVESTMENT GRADE
Following the first date upon which any of the Five Year Notes, the Seven
Year Notes or the Ten Year Notes are rated the following:
(1) Baa3 or better by Moody's Investors Service, Inc. ("Moody's") and
BB+ or better by Standard & Poor's Ratings Group ("S&P"); or
(2) BBB- or better by S&P and Ba1 or better by Moody's (a "Rating
Event") (or, in any case, if such person ceases to rate both issues
of the Notes for reasons outside of the control of the Company, the
equivalent investment grade credit rating from any other "nationally
recognized statistical rating organization" (within the meaning of
Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by the
Company as a replacement agency) (the "Rating Event Date") (and
provided no Event of Default or event that with notice or the
passage of time would constitute an Event of Default shall exist on
the Rating Event Date), then
the covenants specifically listed under "-- Repurchase at the Option of Holders
- -- Asset Dispositions," "-- Certain Covenants -- Limitation on Consolidated
Debt," "-- Limitation on Restricted Payments," "-- Limitations Concerning
Distributions by Subsidiaries, Etc.," "-- Limitation on Transactions with
Affiliates and Related Persons" and "-- Unrestricted Subsidiaries" in this
Prospectus will no longer be applicable to the Senior Notes.
There can be no assurance that a Rating Event Date will occur or, if one
occurs, that the Senior Notes will continue to maintain an investment grade
rating. In addition, at no time after a Rating Event Date will the provisions
and covenants contained in the Indenture at the time of the issuance of the
applicable issue of the Senior Notes that cease to be applicable after the
Rating Event Date be reinstated.
The Indenture contains, among others, the following covenants:
LIMITATION ON CONSOLIDATED DEBT
The Company may not incur any Debt and may not permit Restricted
Subsidiaries to Incur any Debt or issue Preferred Stock unless, immediately
after giving effect to the Incurrence of such Debt or issuance of such Preferred
Stock and the receipt and application of the proceeds thereof, the Consolidated
EBITDA Coverage Ratio of the Company for the four full fiscal quarters next
preceding the Incurrence of such Debt or issuance of such Preferred Stock,
calculated on a pro forma basis as if such Debt had been Incurred or such
Preferred Stock had been issued and the proceeds thereof had been received and
so applied at the beginning of the four full fiscal quarters, would be greater
than 2.0 to 1.0.
Without regard to the foregoing limitations, the Company or any restricted
Subsidiary of the Company may Incur the following Debt:
(1) Debt under the Bank Agreement in an aggregate principal amount at
any one time outstanding not to exceed the amount permitted to be
borrowed thereunder;
(2) Debt evidenced by the Senior Notes and the Guarantees;
(3) Debt owed by the Company to any Restricted Subsidiary or Debt owed
by a Restricted Subsidiary to the Company or to a Restricted
Subsidiary; provided, however, that in the event that either
(x) the Company or the Restricted Subsidiary to which such Debt is
owed transfers or otherwise disposes of such Debt to a Person
other than the Company or another Restricted Subsidiary or
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(y) such Restricted Subsidiary ceases to be a Restricted
Subsidiary,
the provisions of this Clause (3) shall no longer be applicable to
such Debt and such Debt shall be deemed to have been incurred at the
time of such transfer or other disposition or at the time such
Restricted Subsidiary ceases to be a Restricted Subsidiary;
(4) Debt outstanding on the date of the Indenture;
(5) Debt incurred in connection with an acquisition, merger or
consolidation transaction permitted under the provisions of the
Indenture described under "-- Mergers, Consolidations and Certain
Sales of Assets," which Debt
(A) was issued by a Person prior to the time such Person becomes a
Restricted Subsidiary in such transaction (including by way of
merger of consolidation with the Company or another Restricted
Subsidiary) and was not issued in contemplation of such
transaction or
(B) is issued by the Company or a Restricted Subsidiary to a
seller in connection with such transaction,
in an aggregate amount for all such Debt issued pursuant to the
provisions of the Indenture described under this Clause (5) and then
outstanding does not exceed 5% of the Consolidated Total Assets of
the Company at the time of such Incurrence;
(6) Debt consisting of Permitted Interest Rate or Currency Protection
Agreements;
(7) Debt Incurred to renew, extend, refinance or refund any outstanding
Debt permitted in the preceding paragraph or in Clauses (1) through
(5) above or Incurred pursuant to this clause (7); provided,
however, that such Debt does not exceed the principal amount of Debt
so renewed, extended, refinanced or refunded (plus the amount of any
premium and accrued interest, plus customary fees, consent payments,
expenses and costs relating to the Debt so renewed, extended,
refinanced or refunded); and
(8) Debt not otherwise permitted to be Incurred pursuant to clauses (1)
through (7) above, which, in aggregate amount, together with the
aggregate amount of all other Debt previously Incurred pursuant to
the provisions of the Indenture described under this Clause (8) and
then outstanding, does not exceed 7.5% of the Consolidated Total
Assets of the Company at the time of such Incurrence.
LIMITATION ON RESTRICTED PAYMENTS
The Company may not, and may not permit any Restricted Subsidiary to,
directly or indirectly,
(1) declare or pay any dividend, or make any distribution, of any kind
or character (whether in cash, property or securities) in respect of
the Capital Stock of the Company or any Restricted Subsidiary or to
the holders thereof in their capacity as such, excluding any
dividends or distributions
(u) to the extent payable in shares of the Capital Stock of the
Company (other than Redeemable Interests) or in options,
warrants or other rights to acquire the Capital Stock of the
Company (other than Redeemable Interests),
(v) dividends or distributions by a Restricted Subsidiary to the
Company or another Wholly Owned Restricted Subsidiary and
(w) the payment of pro rata dividends by a Restricted Subsidiary
to holders of both minority and majority interests in such
Restricted Subsidiary,
(2) purchase, redeem or otherwise acquire or retire for value
(a) any Capital Stock of the Company or any Capital Stock of or
other ownership interests in any Subsidiary or any Affiliate
or Related Person of the Company or
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(b) any options, warrants or rights to purchase or acquire shares of
Capital Stock of the Company or any Capital Stock of or other
ownership interests in any Subsidiary or any Affiliate or Related
Person of the Company (excluding, in each case of (a) and (b), the
purchase, redemption, acquisition or retirement by any Restricted
Subsidiary of any of its Capital Stock, other ownership interests or
options, warrants or rights to purchase such Capital Stock or other
ownership interests, in each case, owned by the Company or a Wholly
Owned Restricted Subsidiary),
(3) make any Investment that is not a Permitted Investment or
(4) redeem, defease, repurchase, retire or otherwise acquire or retire
for value prior to any scheduled maturity, repayment or sinking fund
payment, Debt of the Company that is subordinate in right of payment
to the Senior Notes
(each of the transactions described in Clauses (1) through (4) above being a
"Restricted Payment"), if:
(1) an Event of Default, or an event that with the lapse of time or the
giving of notice, or both, would constitute an Event of Default,
shall have occurred and be continuing; or
(2) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the most recently ended four full
fiscal quarter period for which internal financial statements are
available immediately preceding the date of such Restricted Payment,
not have been permitted to Incur at least $1.00 of additional Debt
pursuant to the Consolidated EBITDA Coverage Ratio test set forth in
the first paragraph under "-- Limitation on Consolidated Debt"
above; or
(3) upon giving effect to such Restricted Payment, the aggregate of all
Restricted Payments (excluding Restricted Payments permitted by
Clauses (1), (2), (3), (5) and (7) of the next succeeding paragraph)
from the date of the Indenture (the amount so expended, if other
than in cash, determined in good faith by the Board of Directors)
exceeds the sum, without duplication, of:
(a) 50% of the aggregate Consolidated Net Income (or, in case
Consolidated Net Income shall be negative, less 100% of such
deficit) for the period (taken as one accounting period) from
the beginning of the first fiscal quarter commencing after the
date of the Indenture to the end of the Company's most
recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted
Payment;
(b) 100% of the aggregate net cash proceeds from the issuance and
sale to Allied of Capital Stock (other than Redeemable
Interests) of the Company and options, warrants or other
rights to acquire Capital Stock (other than Redeemable
Interests and Debt convertible into Capital Stock) of the
Company and the principal amount of Debt and Redeemable
Interests of the Company that has been converted into Capital
Stock (other than Redeemable Interests) of the Company after
the date of the Indenture, provided that any such net proceeds
received by the Company from an employee stock ownership plan
financed by loans from the Company or a Subsidiary of the
Company shall be included only to the extent such loans have
been repaid with cash on or prior to the date of
determination;
(c) 50% of any dividends received by the Company or a Wholly Owned
Restricted Subsidiary after the date of the Indenture from an
Unrestricted Subsidiary of the Company; and
(d) $300 million.
The foregoing covenant will not be violated by reason of
(1) the payment of any dividend within 60 days after declaration thereof
if at the declaration date such payment would have complied with the
foregoing covenant;
(2) any refinancing or refunding of Debt permitted if such refinancing
or refunding is permitted pursuant to clause (vii) of the second
paragraph under "-- Limitation on Consolidated Debt" above;
(3) the purchase, redemption or other acquisition or retirement for
value of any Debt or Capital Stock of the Company or any options,
warrants or rights to purchase or acquire shares of Capital Stock of
the Company in exchange for, or out of the
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net cash proceeds of, the substantially concurrent issuance or sale
(other than to a Restricted Subsidiary of the Company) of Capital
Stock (other than Redeemable Interests) of the Company; provided
that the amount of any such net cash proceeds that are utilized for
any such purchase, redemption or other acquisition or retirement for
value shall be excluded from clause (3)(b) in the foregoing
paragraph;
(4) the repurchase, redemption, defeasance, retirement, refinancing or
acquisition for value or payment of principal of any subordinated
Debt or Capital Stock through the issuance of new subordinated Debt
or Capital Stock of the Company.
(5) the Refinancing Transactions;
(6) the repurchase of any subordinated Debt at a purchase price not
greater than 101% of the principal amount of such subordinated Debt
in the event of a Change of Control pursuant to a provision similar
to the "-- Repurchase at the Option of Holders -- Change of
Control" covenant; provided that prior to such repurchase the
Company has made the Change of Control Offer as provided in such
covenant with respect to the Senior Notes and repurchased all Senior
Notes validly tendered for repayment in connection with such Change
of Control Offer;
(7) the purchase or redemption of any Debt from Net Available Proceeds
to the extent permitted under "-- Repurchase at the Option of
Holders -- Asset Dispositions"; and
(8) payments pursuant to the Intercompany Agreements.
Upon the designation of any Restricted Subsidiary as an Unrestricted
Subsidiary, an amount equal to the greater of the book value and the fair market
value of all assets of such Restricted Subsidiary at the end of the Company's
most recently ended fiscal quarter for which internal financial statements are
available prior to such designation will be deemed to be a Restricted Payment at
the time of such resignation for purposes of calculating the aggregate amount of
Restricted Payments (including the Restricted Payment resulting from such
designation) permitted under provisions described in the second preceding
paragraph.
LIMITATIONS CONCERNING DISTRIBUTIONS BY SUBSIDIARIES, ETC.
The Company may not, and may not permit any Restricted Subsidiary to,
suffer to exist any consensual encumbrance or restriction on the ability of such
Restricted Subsidiary
(1) to pay, directly or indirectly, dividends or make any other
distributions in respect to its Capital Stock or other ownership
interests or pay any Debt or other obligation owed to the Company or
any other Restricted Subsidiary;
(2) to make loans or advances to the Company or any other Restricted
Subsidiary; or
(3) to sell, lease or transfer any of its property or assets to the
Company or any Wholly Owned Restricted Subsidiary, except, in any
such case, any encumbrance or restriction:
(a) pursuant to the Senior Notes, the Indenture, the Senior
Guarantees or any other agreement in effect on the date of the
Indenture,
(b) pursuant to the Bank Agreement, including any Guarantees of or
Liens securing the Debt Incurred thereunder,
(c) pursuant to an agreement relating to any Debt Incurred by such
Subsidiary prior to the date on which such Subsidiary was
acquired by the Company and outstanding on such date and not
incurred in anticipation of becoming a Subsidiary,
(d) pursuant to an agreement which has been entered into for the
pending sale or disposition of all or substantially all of the
Capital Stock, other ownership interests or assets of such
Subsidiary, provided that such restriction terminates upon
consummation or abandonment of such disposition and upon
termination of such agreement,
(e) pursuant to customary non-assignment provisions in leases and
other agreements entered into in the ordinary course of
business,
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(f) restrictions contained in any security agreement (including a
capital lease) securing Debt permitted to be Incurred under
the Indenture that impose restrictions of the nature described
in Clause (3) above on the property subject to the Lien of
such security agreement,
(g) pursuant to an agreement effecting a renewal, extension,
refinancing or refunding of Debt incurred pursuant to an
agreement referred to in Clause (a), (b) or (f) above;
provided, however, that the provisions relating to such
encumbrance or restriction contained in such renewal,
extension, refinancing or refunding agreement are no more
restrictive in any material respect than the provisions
contained in the agreement it replaces, as determined in good
faith by the Board of Directors; or
(h) such encumbrance or restriction is the result of applicable
corporate law or regulation relating to the payment of
dividends or distributions.
LIMITATION ON LIENS
Allied may not, and the Company may not, and may not permit any of its
Restricted Subsidiaries to, create, Incur, assume or otherwise cause or suffer
to exist or become effective any Lien (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired to secure Debt of
Allied, the Company or any of its Restricted Subsidiaries.
LIMITATION ON TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS
The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate
Transaction"), unless
(1) such Affiliate Transaction is on terms that are no less favorable to
the Company or such Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person and
(2) the Company delivers to the Trustee, with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $10,000,000, either
(a) a resolution of the Board of Directors set forth in an
Officers' Certificate certifying that such Affiliate
Transaction complies with clause (1) above and that such
Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors or
(b) an opinion as to the fairness to the Company or such
Restricted Subsidiary, as the case may be, of such Affiliate
Transaction from a financial point of view issued by an
accounting, appraisal or investment banking firm of national
standing.
Notwithstanding the foregoing, the following items shall not be deemed to
be Affiliate Transactions:
(1) customary directors' fees, indemnification or similar arrangements
or any employment agreement or other compensation plan or
arrangement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business (including ordinary
course loans to employees not to exceed (a) $5,000,000 outstanding
in the aggregate at any time and (b) $2,000,000 to any one employee)
and consistent with the past practice of the Company or such
Restricted Subsidiary;
(2) loans by the Company and its Restricted Subsidiaries to employees of
Allied or any of its Subsidiaries in connection with management
incentive plans not to exceed $25,000,000 at any time outstanding;
provided that such limitation shall not apply to loans the proceeds
of which are used to purchase common stock of (a) the Company from
the Company or (b) Allied from Allied if and to the extent that
Allied utilizes the proceeds thereof to acquire Capital Stock (other
than Redeemable Interests) of the Company;
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(3) transactions between or among the Company and/or its Restricted
Subsidiaries;
(4) payments of customary fees by the Company or any of its Restricted
Subsidiaries to investment banking firms and financial advisors made
for any financial advisory, financing, underwriting or placement
services or in respect of other investment banking activities,
including, without limitation, in connection with acquisitions or
divestitures which are approved by a majority of the Board of
Directors in good faith;
(5) any agreement as in effect on the date of the Indenture or any
amendment thereto (so long as such amendment is not disadvantageous
to the Holders of the Senior Notes in any material respect) or any
transaction contemplated thereby;
(6) payments and transactions in connection with the Tender Offers, and
the payment of the fees and expenses with respect thereto; and
(7) Restricted Payments that are permitted by the provisions of the
Indenture described under the caption "-- Limitation on Restricted
Payments."
PROVISION OF FINANCIAL INFORMATION
Whether or not Allied is required to be subject to Section 13(a) or 15(d)
of the Exchange Act, or any successor provision thereto, the Company (or Allied
for so long as the Company is a Wholly-Owned Subsidiary of Allied) will file
with the SEC the annual reports, quarterly reports and other documents which the
Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of
Allied) would have been required to file with the SEC pursuant to such Section
13(a) or 15(d) or any successor provision thereto if the Company (or Allied for
so long as the Company is a Wholly-Owned Subsidiary of Allied) were so required,
such documents to be filed with the SEC on or prior to the respective dates (the
"Required Filing Dates") by which the Company would have been required so to
file such documents if the Company were so required. The Company shall also in
any event
(1) within 15 days of each Required Filing Date file with the Trustee
copies of the annual reports, quarterly reports and other documents
which the Company (or Allied for so long as the Company is a
Wholly-Owned Subsidiary of Allied) filed with the SEC pursuant to
such Section 13(a) or 15(d) or any successor provisions thereto or
would have been required to file with the SEC pursuant to such
Section 13(a) or 15(d) or any successor provisions thereto if the
Company (or Allied for so long as the Company is a Wholly-Owned
Subsidiary of Allied) were required to comply with such Sections and
(2) if filing such documents by the Company (or Allied for so long as
the Company is a Wholly-Owned Subsidiary of Allied) with the SEC is
not permitted under the Exchange Act, promptly upon written request
supply copies of such documents to any prospective Holder.
UNRESTRICTED SUBSIDIARIES
The Company at any time may designate any Person that is a Subsidiary, or
after the date of the Indenture becomes a Subsidiary, of the Company as an
"Unrestricted Subsidiary," whereupon (and until such Person ceases to be an
Unrestricted Subsidiary) such Person and each other Person that is then or
thereafter becomes a Subsidiary of such Person will be deemed to be an
Unrestricted Subsidiary. In addition, the Company may at any time terminate the
status of any Unrestricted Subsidiary as an Unrestricted Subsidiary, whereupon
such Subsidiary and each other Subsidiary of the Company (if any) of which such
Subsidiary is a Subsidiary will be a Restricted Subsidiary.
Notwithstanding the foregoing, no change in the status of a Subsidiary of
the Company from a Restricted Subsidiary to an Unrestricted Subsidiary or from
an Unrestricted Subsidiary to a Restricted Subsidiary will be effective, and no
Person may otherwise become a Restricted Subsidiary, if:
(1) in the case of any change in status of a Restricted Subsidiary to an
Unrestricted Subsidiary, the Restricted Payment resulting from such
change, would violate the provisions of the Indenture described
under Clause (3) of the first paragraph under " -- Limitation on
Restricted Payments" above; or
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(2) such change or other event would otherwise result (after the giving
of notice or the lapse of time, or both) in an Event of Default.
In addition and notwithstanding the foregoing, no Restricted Subsidiary of
the Company may become an Unrestricted Subsidiary, and the status of any
Unrestricted Subsidiary as an Unrestricted Subsidiary will be deemed to have
been immediately terminated (whereupon such Subsidiary and each other Subsidiary
of the Company (if any) of which such Subsidiary is a Subsidiary will be a
Restricted Subsidiary) at any time when:
(1) such Subsidiary
(a) has outstanding Debt that is Unpermitted Debt (as defined
below) or
(b) owns or holds any Capital Stock of or other ownership
interests in, or a Lien on any property or other assets of,
the Company or any of its Restricted Subsidiaries; or
(2) the Company or any other Restricted Subsidiary
(a) provides credit support for, or a Guaranty of, any debt of
such Subsidiary (including any undertaking, agreement or
instrument evidencing such Debt) or
(b) is directly or indirectly liable on any Debt of such
Subsidiary. Any termination of the status of an Unrestricted
Subsidiary as an Unrestricted Subsidiary pursuant to the
preceding sentence will be deemed to result in a breach of
this covenant in any circumstance in which the Company would
not be permitted to change the status of such Unrestricted
Subsidiary to the status of a Restricted Subsidiary pursuant
to the provision of the Indenture described under the
preceding paragraph.
"Unpermitted Debt" means any Debt of a Subsidiary of the Company if
(1) a default thereunder (or under any instrument or agreement pursuant
to or by which such Debt is issued, secured or evidenced) or any
right that the holders thereof may have to take enforcement action
against such Subsidiary or its property or other assets, would
permit (whether or not after the giving of notice or the lapse of
time or both) the holders of any Debt of the Company or any other
Restricted Subsidiary to declare the same due and payable prior to
the date on which it otherwise would have become due and payable or
otherwise to take any enforcement action against the Company or any
such other Restricted Subsidiary or
(2) such Debt is secured by a Lien on any property or other assets of
the Company and any of its other Restricted Subsidiaries.
Each Person that is or becomes a Subsidiary of the Company will be deemed
to be a Restricted Subsidiary at all times when it is a Subsidiary of the
Company that is not an Unrestricted Subsidiary. Each Person that is or becomes a
Wholly Owned Subsidiary of the Company shall be deemed to be a Wholly Owned
Restricted Subsidiary at all times when it is a Wholly Owned Subsidiary of the
Company that is not an Unrestricted Subsidiary.
MERGERS, CONSOLIDATIONS AND CERTAIN SALES OF ASSETS
The Company
(1) may not consolidate with or merge into any Person;
(2) may not permit any Person other than a Restricted Subsidiary to
consolidate with or merge into the Company; and
(3) may not, directly or indirectly, in one or a series of transactions,
transfer, convey, sell, lease or otherwise dispose of all or
substantially all of the properties and assets of the Company and
its Subsidiaries on a consolidated basis; unless, in each case (1),
(2) and (3) above:
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(a) immediately before and after giving effect to such transaction
(or series) and treating any Debt Incurred by the Company or a
Subsidiary of the Company as a result of such transaction (or
series) as having been incurred by the Company of such
Subsidiary at the time of the transaction (or series), no
Event of Default, or event that with the passing of time or
the giving of notice, or both, will constitute an Event of
Default, shall have occurred and be continuing;
(b) in a transaction (or series) in which the Company does not
survive or in which the Company transfers, conveys, sells,
leases or otherwise disposes of all or substantially all of
its properties and assets, the successor entity is a
corporation, partnership, limited liability company or trust
and is organized and validly existing under the laws of the
United States of America, any State thereof or the District of
Columbia and expressly assumes, by a supplemental Indenture
executed and delivered to the Trustee in form satisfactory to
the Trustee, all the Company's obligations under the
Indenture;
(c) if such transaction (or series) occurs prior to the occurrence
of a Rating Event Date, either
(x) the Company or the successor entity would, at the time
of such transaction (or series) and after giving pro
forma effect thereto as if such transaction (or series)
had occurred at the beginning of the most recently ended
four full fiscal quarter period for which internal
financial statements are available immediately preceding
the date of such transaction (or series), have been
permitted to Incur at least $1.00 of additional Debt
pursuant to the Consolidated EBITDA Coverage Ratio test
set forth in the first paragraph under " -- Certain
Covenants -- Limitation on Consolidated Debt" above or
(y) the Consolidated EBITDA Coverage Ratio of the Company or
the successor entity for the most recently ended four
full fiscal quarter period for which internal financial
statements are available immediately preceding the date
of such transaction (or series), calculated on a pro
forma basis as if such transaction (or series) had
occurred at the beginning of such four full fiscal
quarter period, would be no less than such Consolidated
EBITDA Coverage Ratio, calculated without giving effect
to such transaction or series or any other transactions
(or series) that is subject to the provisions of the
Indenture described in this paragraph and that occurred
after the date that is twelve months before the date of
such transaction (or series).
(d) if, as a result of any such transaction, property or assets of
the Company or any Restricted Subsidiary of the Company would
become subject to a Lien prohibited by the " -- Certain
Covenants -- Limitation on Liens" covenant, the Company or the
successor entity will have secured the Senior Notes as
required by such covenant; and
(e) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel as specified in the
Indenture.
EVENTS OF DEFAULT
The following will be Events of Default under the Indenture:
(1) failure to pay any interest on any Senior Note issued under the
Indenture when due, continued for 30 days;
(2) failure to pay principal of, or premium, if any, on any Senior Note
issued under the Indenture when due;
(3) failure to perform or comply with the provisions described under
" -- Mergers, Consolidations and Certain Sales of Assets" or the
provisions described under " -- Repurchase at the Option of Holders
-- Asset Dispositions" and " --Change of Control";
(4) failure to perform any other covenant or warranty of the Company or
any Guarantor in such Indenture or the Senior Notes issued
thereunder, continued for 60 days after written notice from Holders
of at least 10% in principal amount of the Outstanding Notes issued
under the Indenture as provided in the Indenture;
(5) a default or defaults under any bonds, debentures, notes or other
evidences of, or obligations constituting, Debt by the Company, any
Guarantors or any Restricted Subsidiary or under any mortgages,
indentures, instruments or agreements
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under which there may be issued or existing or by which there may be
secured or evidenced any Debt of the Company, the Guarantor or any
Restricted Subsidiary with a principal or similar amount then
outstanding, individually or in the aggregate, in excess of $50
million, whether such Debt now exists or is hereafter created, which
default or defaults constitute a failure to pay any portion of the
principal or similar amount of such Debt when due and payable after
the expiration of any applicable grace period with respect thereto
or will have resulted in such Debt becoming or being declared due
and payable prior to the date on which it would otherwise have
become due and payable;
(6) the rendering of a final judgment or judgments, not subject to
appeal, against the Company, the Parent Guarantor or any of its
Restricted Subsidiaries in an aggregate amount in excess of $50
million which remains unstayed, undischarged or unbonded for a
period of 60 days thereafter; and
(7) certain events of bankruptcy, insolvency or reorganization affecting
the Company, Allied or any Restricted Subsidiary of the Company.
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders of Senior Notes
issued under the Indenture, unless such Holders have offered to the Trustee
reasonable indemnity. Subject to such provisions for the indemnification of the
Trustee and certain other conditions provided in the Indenture, the Holders of a
majority in aggregate principal amount of the Outstanding Notes of any issue
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee with respect to such issue of
Senior Notes or exercising any trust or power conferred on the Trustee with
respect to such issue of Senior Notes.
If an Event of Default (other than an Event of Default of the type
described in clause (7) above) occurs and is continuing, either the Trustee or
the Holders of at least 25% in aggregate principal amount of the Outstanding
Notes of any issue may accelerate the maturity of all such Senior Notes, and if
an Event of Default of the type described in clause (7) above occurs, the
principal of and any accrued interest on the Senior Notes then outstanding will
become immediately due and payable; provided, however, that after such
acceleration, but before a judgment or decree based on acceleration, the Holders
of a majority in aggregate principal amount of Outstanding Notes of such issue
may, under certain circumstances, rescind and annul such acceleration if all
Events of Default, other than the non-payment of accelerated principal, have
been cured or waived as provided in the Indenture. For information as to waiver
of defaults, see " -- Modification and Waiver."
No Holder of any Senior Note of any issue will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless such Holder has previously given to the Trustee written notice of a
continuing Event of Default and unless also the Holders of at least 25% in
aggregate principal amount of the Outstanding Notes of such issue have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as Trustee, and the Trustee has not received from the Holders of
a majority in aggregate principal amount of Outstanding Notes of such issue a
direction inconsistent with such request and has failed to institute such
proceeding within 60 days. However, such limitations do not apply to a suit
instituted by a Holder of a Senior Note for enforcement of payment of the
principal of (and premium, if any) or interest on such Senior Note on or after
the respective due dates expressed in such Senior Note.
In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have had
to pay if the Company then had elected to redeem the Senior Notes issued
thereunder pursuant to the provisions described above under " -- Optional
Redemption," an equivalent premium will also become and be immediately due and
payable upon the acceleration of such Senior Notes.
The Company will be required to furnish to the Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance. The Company will
be required to deliver to the Trustee, as soon as possible and in any event
within 30 days after the Company becomes aware of the occurrence of an Event of
Default or an event which, with notice or the lapse of time or both, would
constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default, and the action which the Company
proposes to take with respect thereto.
DEFEASANCE
The Indenture will provide that with respect to each issue of Senior Notes
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(A) if applicable, the Company will be discharged from any and all
obligations in respect of the Outstanding Notes of such issue or
(B) if applicable, the Company may omit to comply with certain
restrictive covenants, and that such omission will not be deemed to
be an Event of Default under the Indenture with respect to such
issue of Senior Notes,
in either case (A) or (B) upon irrevocable deposit with the Trustee, in trust,
of money and/or U.S. Government Obligations that will provide money in an amount
sufficient in the opinion of a nationally recognized firm of independent
certified public accountants to pay the principal of and premium, if any, and
each installment of interest, if any, of the Outstanding Notes of such issue.
With respect to clause (B) above, the obligations under the Indenture with
respect to any issue of Senior Notes other than with respect to such covenants
and the Events of Default other than the Event of Default relating to such
covenants above will remain in full force and effect.
Such trust may only be established if, among other things
(1) with respect to clause (A) above, the Company has received from, or
there has been published by, the Internal Revenue Service a ruling
or there has been a change in law, which in the Opinion of Counsel
provides that Holders of the Senior Notes of such issue will not
recognize gain or loss for Federal income tax purposes as a result
of such deposit, defeasance and discharge and will be subject to
Federal Income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit, defeasance
and discharge had not occurred; or,
(2) with respect to clause (B) above, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of the
Senior Notes of such issue will not recognize gain or loss for
Federal income tax purposes as a result of such deposit and
defeasance and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred;
(3) no Event of Default (or event that with the passing of time or the
giving of notice, or both, will constitute an Event of Default)
shall have occurred or be continuing;
(4) the Company has delivered to the Trustee an Opinion of Counsel to
the effect that such deposit shall not cause the Trustee or the
trust so created to be subject to the Investment Company Act of
1940; and
(5) certain other customary conditions precedent are satisfied.
In the event the Company omits to comply with its remaining obligations
under the Indenture and the Senior Notes of any issue after a defeasance of the
Indenture with respect to such issue of Senior Notes as described under Clause
(B) above and such Senior Notes are declared due and payable because of the
occurrence of any Event of Default, the amount of money and U.S. Government
Obligations on deposit with the Trustee may be insufficient to pay amounts due
on such Senior Notes at the time of the acceleration resulting from such Event
of Default. However, the Company will remain liable in respect of such payments.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture with respect to any issue of
Senior Notes may be made by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of such issue of Outstanding
Notes with respect to any issue of Senior Notes; provided, however, that no such
modification or amendment may, without the consent of the Holder of each such
Outstanding Note affected thereby,
(1) change the Stated Maturity of the principal of, or any installment
of interest on, any such Senior Note,
(2) reduce the principal amount of (or the premium, if any), or interest
on, any such Senior Note,
(3) change the place or currency of payment of principal of, (or
premium, if any) or interest on, any such Senior Note,
(4) impair the right to institute suit for the enforcement of any
payment on or with respect to any such Senior Note,
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(5) reduce the above stated percentage of Outstanding Notes of such
issue necessary to modify or amend the Indenture,
(6) reduce the percentage of aggregate principal amount of Outstanding
Notes of such issue necessary for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults
thereunder, or
(7) modify any provisions of the Indenture relating to the modification
and amendment of the Indenture or the waiver of past defaults or
covenants with respect to such issue of Senior Notes, except as
otherwise specified.
The Holders of a majority in aggregate principal amount of the Outstanding
Notes of any issue may waive compliance by the Company with certain restrictive
provisions of the Indenture with respect to such issue of Senior Notes. The
Holders of a majority in aggregate principal amount of the Outstanding Notes of
any issue may waive any past default under the Indenture with respect to such
issue of Senior Notes, except a default in the payment of principal (or premium,
if any) or interest.
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms, as well as any other terms used herein for which no definition is
provided.
"Acquired Business" means
(1) any Person at least a majority of the capital stock or other
ownership interests of which is acquired after the date hereof by
the Company or a Subsidiary of the Company and
(2) any assets constituting a discrete business or operating unit
acquired on or after the date hereof by the Company or a Subsidiary
of the Company.
"Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, "control" when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Allied Insurance" means Reliant Insurance Company and Indemnity
Corporation, a Vermont corporation and a Subsidiary of the Company.
"Asset Disposition" by any Person that is the Company or any Restricted
Subsidiary means any transfer, conveyance, sale, lease or other disposition by
the Company or any of its Restricted Subsidiaries (including a consolidation or
merger or other sale or any Restricted Subsidiary with, into or to another
Person in a transaction in which such Subsidiary ceases to be a Restricted
Subsidiary of such Person), of
(1) shares of Capital Stock (other than directors' qualifying shares) or
other ownership interests of a Restricted Subsidiary or
(2) the property or assets of such Person or any Restricted Subsidiary
representing a division or line or business or
(3) other assets or rights of such Person or any Restricted Subsidiary
outside of the ordinary course of business, to merge but excluding
in each case in Clauses (1), (2) and (3),
(a) a disposition by a Subsidiary of such Person to such Person or
a Restricted Subsidiary or by such Person to a Restricted
Subsidiary,
(b) the disposition of all or substantially all of the assets of
the Company in a manner permitted pursuant to the provisions
described above under "Mergers, Consolidations and Certain
Sales and Purchases of Assets" of the Company and
(c) any disposition that constitutes a Restricted Payment or
Permitted Investment that is permitted pursuant to the
provisions described under "Certain Covenants -- Limitation on
Restricted Payments."
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"Bank Agreement" means the Credit Agreement of the Company dated June 18,
1998, as amended, among the Company, Allied, certain lenders party thereto,
Citibank, N.A., as Issuing Bank, and Citicorp USA, Inc., as Administrative
Agent, Credit Suisse First Boston and Goldman Sachs Credit Partners, L.P., as
Co-Syndication Agents, or any bank credit agreement that replaces, amends,
supplements, restates or renews such Credit Agreement.
"Capital Lease Obligation" of any Person means the obligation to pay rent
to other payment amounts under a lease of (or other arrangements conveying the
right to use) real or personal property of such Person which is required to be
classified and accounted for as a capital lease or a liability on a balance
sheet of such Person in accordance with generally accepted accounting
principles. The stated maturity of such obligation shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty. The principal amount of such obligation shall be the capitalized amount
thereof that would appear on a balance sheet of such Person in accordance with
generally accepted accounting principles.
"Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of such Person.
"Common Stock" of any Person means Capital Stock of such Person that does
not rank prior to the payment of dividends or as of the distribution of assets
upon any voluntary liquidation dissolution or winding up of such Person, to
shares of Capital Stock or any other class of such Person.
"Comparable Treasury Issue" means, with respect to an issue of Senior
Notes, on any date the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of such Senior Notes on such date that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of a maturity comparable to the remaining
term of such Notes on such date "Independent Investment Banker" means Donaldson,
Lufkin & Jenrette Securities Corporation or if such firm is unwilling or unable
to select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any Redemption Date for
any issue of Senior Notes,
(1) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal
amount) on the third business day preceding such Redemption Date, as
set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or
(2) if such release (or any successor release) is not published or does
not contain such prices on such business day
(a) the average of the Reference Treasury Dealer Quotations for
such Redemption Date after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or
(b) if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at
5:00 p.m. on the third Business Day preceding such Redemption
Date.
"Consolidated EBITDA" of any Person means for any period the Consolidated
Net Income for such period increased by the sum of (without duplication)
(1) Consolidated Interest Expense of such Person for such period, plus
(2) Consolidated Income Tax Expense of such Person for such period, plus
(3) the consolidated depreciation and amortization expense deducted in
determining the Consolidated Net Income of such Person for such
period plus
(4) the aggregate amount of letter of credit fees accrued during such
period; plus
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(5) all non-cash or non-recurring charges during such period, including
charges for costs related to acquisitions (it being understood that
(a) non-cash non-recurring charges shall not include accruals for
closure and post-closure liabilities and
(b) charges shall be deemed non-cash charges until the period
during which cash disbursements attributable to such charges
are made, at which point such charges shall be deemed cash
charges; provided that, for purposes of this clause (b), the
Company shall be required to monitor the actual cash
disbursements only for those non-cash charges that exceed
$1,000,000 individually or that exceed $10,000,000 in the
aggregate in any fiscal year); plus
(6) all cash charges attributable to the execution, delivery and
performance of the Indenture or the Bank Agreement; plus
(7) all non-recurring cash charges related to acquisitions and
financings (including amendments thereto); and minus all non-cash
non-recurring gains during such period (to the extent included in
determining net operating income form such period); provided,
however, that the Consolidated Interest Expense, Consolidated Income
Tax Expense and consolidated depreciation and amortization expense
of a Consolidated Subsidiary of such Person shall be added to the
Consolidated Net Income pursuant to the foregoing only
(a) to the extent and in the same proportion that the Consolidated
Net Income of such Consolidated Subsidiary was included in
calculating the Consolidated Net Income of such Person and
(b) only to the extent that the amount specified in clause (a) is
not subject to restrictions that prevent the payment of
dividends or the making of distributions of such Person.
"Consolidated EBITDA Coverage Ratio" of any Person means for any period
the ratio of
(1) Consolidated EBITDA of such Person for such period to
(2) the sum of
(a) Consolidated Interest Expense of such Person for such period
plus
(b) the annual interest expense (including the amortization of
debt discount) with respect to any Debt incurred or proposed
to be Incurred by such Person or its Consolidated Subsidiaries
since the beginning of such period to the extent not included
in clause (2)(a), minus
(c) Consolidated Interest Expense of such Person which respect to
any Debt that is no longer outstanding or that will no longer
be outstanding as a result of the transaction with respect to
which the Consolidated EBITDA Coverage Ratio is being
calculated, to the extent included within clause (2)(a);
provided, however, that in making such computation, the Consolidated Interest
Expense of such Person attributable to interest on any Debt bearing a floating
interest rate shall be computed on a pro forma basis as if the rate in effect on
the date of computation had been the applicable rate for the entire period, and
provided further, that, in the event such Person or any of its Consolidated
Subsidiaries has made acquisitions or dispositions of assets not in the ordinary
course of business (including any other acquisitions of any other Persons by
merger, consolidation or purchase of Capital Stock) during or after such period,
the computation of the Consolidated EBITDA Coverage Ratio (and for the purpose
of such computation, the calculation of Consolidated Net Income, Consolidated
Interest Expense, Consolidated Income Tax Expense and Consolidated EBITDA) shall
be made on a pro forma basis as if the acquisitions or dispositions had taken
place on the first day of such period. In determining the pro forma adjustments
to Consolidated EBITDA to be made with respect to any Acquired Business for
periods prior to the acquisition date thereof, actions taken by the Company and
its Restricted Subsidiaries prior to the first anniversary of the related
acquisition date that result in cost savings with respect to such Acquired
Business will be deemed to have been taken on the first day of the period for
which Consolidated EBITDA is being determined (with the intent that such cost
savings be effectively annualized by extrapolation from the demonstrated cost
savings since the related acquisition date).
"Consolidated Income Tax Expense" of any Person means for any period the
consolidated provision for income taxes of such Person and its Consolidated
Subsidiaries for such period determined in accordance with generally accepted
accounting principles.
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"Consolidated Interest Expense" of any Person means for any period the
consolidated interest expense included in a consolidated income statement (net
of interest income) of such Person and its Consolidated Subsidiaries for such
period determined in accordance with generally accepted accounting principles,
including without limitation or duplication (or, to the extent not so included,
with the addition of),
(1) the portion of any rental obligation in respect of any Capital Lease
Obligation allocable to interest expense in accordance with
generally accepted accounting principles;
(2) the amortization of Debt discounts;
(3) any payments or fees with respect to letters of credit, bankers'
acceptances or similar facilities;
(4) the net amount due and payable (or minus the net amount receivable),
with respect to any interest rate swap or similar agreement or
foreign currency hedge, exchange or similar agreement; (5) any
Preferred Stock dividends declared and paid or payable in cash; and
(6) any interest capitalized in accordance with generally accepted
accounting principles.
"Consolidated Net Income" of any Person means for any period the
consolidated net income (or loss) of such Person and its Consolidated
Subsidiaries for such period determined in accordance with generally accepted
accounting principles; provided that there shall be excluded therefrom
(1) for purposes solely of calculating Consolidated Net Income for
purposes of clause (3)(a) of the first paragraph under the caption "
-- Certain Covenants -- Limitation on Restricted Payments" the net
income (or loss) of any Person acquired by such Person or a
Subsidiary of such Person in a pooling-of-interests transaction for
any period prior to the date of such transaction, to the extent such
net income was distributed to shareholders of such Person or used to
purchase equity securities of such Person prior to the date of such
transaction,
(2) the net income (but not net loss) of any Consolidated Subsidiary of
such Person that is subject to restrictions that prevent the payment
of dividends or the making of distributions to such Person to the
extent of such restrictions,
(3) the net income (or loss) of any Person that is not a Consolidated
Subsidiary of such Person except to the extent of the amount of
dividends or other distributions actually paid to such Person by
such other Person during such period,
(4) gains or losses on asset dispositions by such Person or its
Consolidated Subsidiaries,
(5) any net income (loss) of a Consolidated Subsidiary that is
attributable to a minority interest in such Consolidated Subsidiary,
(6) all extraordinary gains and extraordinary losses that involve a
present or future cash payment,
(7) all non-cash non-recurring charges during such period, including
charges for acquisition related costs (it being understood that
(a) non-cash recurring charges shall not include accruals for
closure and post closure liabilities and
(b) charges, other than charges for the accruals referred to in
(a) above, shall be deemed non-cash charges until the period
that cash disbursements attributable to such charges are made,
at which point such charges shall be deemed cash charges) and
(8) the tax effect of any of the items described in clauses (1) through
(7) above.
"Consolidated Subsidiaries" of any Person means all other Persons that
would be accounted for as consolidated Persons in such Person's financial
statements in accordance with generally accepted accounting principles;
provided, however, that, for any
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particular period during which any Subsidiary of such person was an Unrestricted
Subsidiary, "Consolidated Subsidiaries" will exclude such Subsidiary for such
period (or portion thereof) during which it was an Unrestricted Subsidiary.
"Consolidated Total Assets" of any Person at any date means the
consolidated total assets of such Person and its Restricted Subsidiaries at such
date as determined on a consolidated basis in accordance with generally accepted
accounting principles.
"Continuing Directors" means, as of any date of determination with respect
to any person, any member of the Board of Directors of such person who:
(1) was a member of such Board of Directors on the Issue Date; or
(2) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were
members of such Board at the time of such nomination or election.
"Debt" means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person,
(1) every obligation of such Person for money borrowed,
(2) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred
in connection with the acquisition of property, assets or
businesses,
(3) every reimbursement obligation of such Person with respect to
letters of credits, bankers' acceptances of similar facilities
issued for the account of such Person,
(4) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of
business),
(5) every Capital Lease Obligation of such Person,
(6) the maximum fixed redemption or repurchase price of Redeemable
Interests of such Person at the time of determination,
(7) every net payment obligation of such Person under interest rate swap
or similar agreements or foreign currency hedge, exchange or similar
agreements at the time of determination and
(8) every obligation of the type referred to in clauses (1) through (7)
of another Person and all dividends of another Person the payment of
which, in either case, such Person has Guaranteed or for which such
Person is responsible or liable, directly or indirectly, jointly of
severally, as obligor, Guarantor or otherwise.
"Designated Noncash Consideration" means the fair market value of non-cash
consideration received by the Company or one of its Restricted Subsidiaries in
connection with an Asset Disposition that is so designated as Designated Noncash
Consideration pursuant to an Officers' Certificate, setting forth the basis of
such valuation, executed by the principal executive officer and the principal
financial officer of the Company, less the amount of cash or Cash Equivalents
received in connection with a sale of such Designated Noncash Consideration.
"Excepted Disposition" means a transfer, conveyance, sale, lease or other
disposition by the Company or any Restricted Subsidiary of any asset of the
Company or any Restricted Subsidiary the fair market value of which itself does
not exceed 2.5% of Consolidated Total Assets of the Company and which in the
aggregate with all other assets disposed of in Excepted Dispositions in any
fiscal year does not exceed 5% of Consolidated Total Assets of the Company.
"Guaranty" by any Person means any obligation, contingent or otherwise, of
such Person guaranteeing any Debt, or dividends or distributions on any equity
security, of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, and including, without limitation, any obligation of
such Person
(1) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt or to purchase (or to advance or supply funds
for the purchase of) any security for the payment of such Debt,
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(2) to purchase property, securities or services for the purpose of
assuring the holder of such Debt of the payment of such Debt or
(3) to maintain working capital, equity capital or other financial
statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Debt (and "Guaranteed",
"Guaranteeing" and "Guarantor" shall have meanings correlative to
the foregoing); provided, however, that the Guaranty by any Person
shall not include endorsements for such Person for collection or
deposit, in either case, in the ordinary course of business.
"Incur" means, with respect to any Debt of any Person, to create, issue,
incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise
become liable in respect of such Debt, or the taking of any other action which
would cause such Debt, in accordance with generally accepted accounting
principles to be recorded on the balance sheet of such Person (and "incurrence",
"incurred", "incurable" and "incurring" shall have meanings correlative to the
foregoing); provided that, the Debt of any other Person becoming a Restricted
Subsidiary of such Person will be deemed for this purpose to have been Incurred
by such Person at the time other Person becomes a Restricted Subsidiary of such
Person, provided, however, that a change in generally accepted accounting
principles that results in an obligation of such Person that exists at such time
becoming Debt shall not be deemed an incurrence of such Debt.
"Intercompany Agreements" means the Management Agreements between Allied
and the Company dated November 15, 1996.
"Interest Rate or Currency Protection Agreement" of any Person means any
interest rate protection agreement (including, without limitation, interest rate
swaps, caps, floors, collars, derivative instruments and similar agreements),
and/or other types of interest hedging agreements and any currency protection
agreement (including foreign exchange contracts, currency swap agreements or
other currency hedging arrangements).
"Investment" by any Person in any other Person means
(1) any direct or indirect loan, advance or other extension of credit or
capital contribution to or for the account of such other Person (by
means of any transfer of cash or other property to any Person or any
payment for property or services for the account or use of any
Person, or otherwise),
(2) any direct or indirect purchase or other acquisition of any Capital
Stock, bond, note, debenture or other debt or equity security or
evidence of Debt, or any other ownership interest, issued by such
other Person, whether or not such acquisition is from such or any
other Person,
(3) any direct or indirect payment by such Person on a Guaranty of any
obligation of or for the account of such other Person or any direct
or indirect issuance by such Person of such a Guaranty or
(4) any other investment of cash or other property by such Person in or
for the account of such other Person.
"Lien" means, with respect to any property or assets, any mortgage or deed
of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement or title exception, encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).
"Net Available Proceeds" from any Asset Disposition by any Person that is
the Company or any Restricted Subsidiary means cash or readily marketable cash
equivalent received (including by way of sale or discounting of a note,
installment receivable, or other receivable, but excluding any other
consideration received in the form of assumption by the acquiree of Debt or
other obligations relating to such properties or assets or received in any other
noncash form) therefrom by such Person, net of
(1) all legal, title and recording tax expenses, commissions and other
fees and expenses Incurred and all federal, state, provincial,
foreign and local taxes required to be accrued as a liability as a
consequence of such Asset Disposition,
(2) all payments made by such Person or its Restricted Subsidiaries on
any Debt that is secured by such assets in accordance with the terms
of any Lien upon or with respect to such assets or that must, by the
terms of such Debt or such Lien, or in order to obtain a necessary
consent to such Asset Disposition, or by applicable law, be repaid
out of the proceeds from such Asset Disposition,
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(3) amounts provided as a reserve by such Person or its Restricted
Subsidiaries, in accordance with generally accepted accounting
principles, against liabilities under any indemnification
obligations to the buyer in such Asset Disposition (except to the
extent and at the time any such amounts are released from any such
reserve, such amounts shall constitute Net Available Proceeds) and
(4) all distributions and other payments made to minority interest
holders in Restricted Subsidiaries of such Person or joint ventures
as a result of such Asset Disposition.
"pari passu" when used with respect to the ranking of any debt of any
Person in relation to other Debt of such Person means that each such Debt
(1) either
(a) is not subordinated in right of payment to any other Debt of
such Person or
(b) is subordinate in right of payment to the same Debt of such
Person as is the other Debt and is so subordinate to the same
extent and
(2) is not subordinate in right of payment to the other Debt or to any
Debt of such Person as to which the other Debt is not so
subordinate.
"Permitted Interest Rate or Currency Protection Agreement" of any Person
means any Interest Rate or Currency Protection Agreement entered into with one
or more financial institutions in the ordinary course of business that is
designed to protect such Person against fluctuations in interest rates or
currency exchange rates with respect to Debt incurred and which shall have a
notional amount no greater than the payments due with respect to the Debt being
hedged thereby.
"Permitted Investment" means
(1) Investments in the Company or any Person that is, or as a
consequence of such investment becomes, a Restricted Subsidiary,
(2) securities either issued directly or fully guaranteed or insured by
the government of the United States of America or any agency or
instrumentality thereof having maturities of not more than one year,
(3) time deposits and certificates of deposit, demand deposits and
banker's acceptances having maturities of not more than one year
from the date of deposit, of any domestic commercial bank having
capital and surplus in excess of $500 million,
(4) demand deposits made in the ordinary course of business and
consistent with the Company's customary cash management policy in
any domestic office of any commercial bank organized under the laws
of the United States of America or any State thereof,
(5) insured deposits issued by commercial banks of the type described in
Clause (4) above,
(6) mutual funds whose investment guidelines restrict such funds'
investment primarily to those satisfying the provisions of clauses
(1) through (3) above,
(7) repurchase obligations with a term of not more than 90 days for
underlying securities of the types described in clauses (1) and (2)
above entered into with any bank meeting the qualifications
specified in clause (3) above,
(8) commercial paper (other than commercial paper issued by an Affiliate
or Related Person) rated A-1 or the equivalent thereof by Standard &
Poor's Ratings Group or P-1 or the equivalent thereof by Moody's
Investors Services, Inc., and in each case maturing within 360 days,
(9) receivables owing to the Company or a Restricted Subsidiary of the
Company if created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary trade
terms and extensions of trade credit in the ordinary course of
business,
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(10) any Investment consisting of loans and advances to employees of the
Company or any Restricted Subsidiary for travel, entertainment,
relocation or other expenses in the ordinary course of business,
(11) any Investment consisting of loans and advances by the Company or
any Restricted Subsidiary to employees, officers and directors of
the Company or Allied, in connection with management incentive plans
not to exceed $25,000,000 at any time outstanding; provided,
however, that to the extent the proceeds thereof are used to
purchase Capital Stock (other than Redeemable Interests) of
(a) the Company from the Company or
(b) Allied from Allied if Allied uses the proceeds thereof to
acquire Capital Stock (other than Redeemable Interests) of the
Company, such limitation on the amount of such Investments at
any time outstanding shall not apply with respect to such
Investments,
(12) any Investment consisting of a Permitted Interest Rate or Currency
Protection Agreement,
(13) any Investment acquired by the Company or any of its Restricted
Subsidiaries
(a) in exchange for any other Investment or accounts receivables
held by the Company or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout,
reorganization or recapitalization of the issuer of such other
Investment or accounts receivable or
(b) as a result of a foreclosure by the Company or any of its
Restricted Subsidiaries with respect to any secured Investment
or other transfer of title with respect to any secured
Investment in default,
(14) any Investment that constitutes part of the consideration from any
Asset Disposition made pursuant to, and in compliance with, the
covenant described above under " -- Repurchase at the Option of
Holders -- Asset Dispositions,"
(15) Investments the payment for which consists exclusively of Capital
Stock (exclusive of Redeemable Interests) of the Company; and
(16) other Investments in an aggregate amount of not to exceed 15% of the
Consolidated Total Assets of the Company outstanding at any time.
"Permitted Liens" means
(1) Liens securing indebtedness under the Bank Agreement that was
permitted by the terms of the Indenture to be incurred or other Debt
allowed to be incurred under clause (1) of the covenant described
above under the caption " -- Certain Covenants -- Limitation on
Consolidated Debt";
(2) Liens incurred after the date of the indentures securing Debt of the
Company that ranks pari passu in right of payment to the Senior
Notes, if the Senior Notes are secured equally and ratably with such
Debt;
(3) Liens in favor of the Company or any Restricted Subsidiary;
(4) Liens on property of, or shares of Stock or evidences of Debt of, a
Person existing at the time such Person is merged into or
consolidated with the Company or any Restricted Subsidiary of the
Company, provided that such Liens were not incurred in contemplation
of such merger or consolidation and do not extend to any assets
other than those of the Person merged into or consolidated with the
Company or any Restricted Subsidiary;
(5) Liens on property existing at the time of acquisition thereof by the
Company or any Restricted Subsidiary of the Company, provided that
such Liens were not incurred in contemplation of such acquisition;
(6) Liens existing on the date of the Indenture;
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(7) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently
concluded, provided that any reserve or other appropriate provision
as shall be required in conformity with GAAP shall have been made
therefor;
(8) Liens securing Permitted Refinancing Debt where the Liens securing
the Permitted Refinancing Debt were permitted under the Indenture;
(9) landlords', carriers', warehousemen's, mechanics', materialmen's,
repairmen's or the like Liens arising by contract or statute in the
ordinary course of business and with respect to amounts which are
not yet delinquent or are being contested in good faith by
appropriate proceedings;
(10) pledges or deposits made in the ordinary course of business
(a) in connection with leases, performance bonds and similar
obligations, or
(b) in connection with workers' compensation, unemployment
insurance and other social security legislation;
(11) easements, rights-of-way, restrictions, minor defects or
irregularities in title and other similar encumbrances which, in the
aggregate, do not materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of
the business of the Company or such Restricted Subsidiary;
(12) any attachment or judgment Lien that does not constitute an Event of
Default;
(13) Liens in favor of the Trustee for its own benefit and for the
benefit of the Holders;
(14) any interest or title of a lessor pursuant to a lease constituting a
Capital Lease Obligation;
(15) pledges or deposits made in connection with acquisition agreements
or letters of intent entered into in respect of a proposed
acquisition;
(16) Liens in favor of prior holders of leases on property acquired by
the Company or of sublessors under leases on the Company property;
(17) Liens incurred or deposits made to secure the performance of
tenders, bids, leases, statutory or regulatory obligations, banker's
acceptances, surety and appeal bonds, government contracts,
performance and return-of-money bonds and other obligations of a
similar nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money);
(18) Liens (including extensions and renewals thereof) upon real or
personal property acquired after the date of the Indenture; provided
that
(a) any such Lien is created solely for the purpose of securing
Debt incurred, in accordance with the "Limitation on
Consolidated Debt" covenant, (x) to finance the cost
(including the cost of improvement or construction) of the
item, property or assets subject thereto and such Lien is
created prior to, at the time of or within three months after
the later of the acquisition, the completion of construction
or the commencement of full operation of such property or (y)
to refinance any Debt previously so secured,
(b) the principal amount of the Debt secured by such Lien does not
exceed 100% of such cost and
(c) any such Lien shall not extend to or cover any property or
asset other than such item of property or assets and any
improvements on such item;
(19) leases or subleases granted to others that do not materially
interfere with the ordinary course of business of the Company and
its Restricted Subsidiaries, taken as a whole;
(20) Liens arising from filing Uniform Commercial Code financing
statements regarding leases;
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(21) Liens on property of, or on shares of stock or Debt of, any Person
existing at the time such Person becomes, or becomes a part of, any
Restricted Subsidiary, provided that such Liens do not extend to or
cover any property or assets of the Company or any Restricted
Subsidiary other than the property or assets acquired;
(22) Liens encumbering deposits securing Debt under Permitted Interest
Rate Currency or Commodity Price Agreements;
(23) Liens arising out of conditional sale, title retention, consignment
or similar arrangements for the sale of goods entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course
of business in accordance with the past practices of the Company and
its Restricted Subsidiaries;
(24) any renewal of or substitution of any Liens permitted by any of the
preceding clauses, provided that the Debt secured is not increased
(other than by the amount of any premium and accrued interest, plus
customary fees, consent payments, expenses and costs related to such
renewal or substitution of Liens or the incurrence of any related
refinancing of Debt) and the Liens are not extended to any
additional assets (other than proceeds and accessions);
(25) Liens incurred in the ordinary course of business of the Company or
any Restricted Subsidiary of the Company with respect to obligations
that do not exceed $50 million at any one time outstanding and that
(a) are not incurred in connection with the borrowing of money or
the obtaining of advances or credit (other than trade credit
in the ordinary course of business) and
(b) do not in the aggregate materially detract from the value of
the property or materially impair the use thereof in the
operation of business by the Company or such Restricted
Subsidiary; and
(26) Liens on assets of Unrestricted Subsidiaries that secure
Non-Recourse Debt of Unrestricted Subsidiaries. This covenant does
not authorize the incurrence of any Debt not otherwise permitted by
the "Certain Covenants -- Limitation on Consolidated Debt" covenant.
"Preferred Stock", as applied to the Capital Stock of any Person, means
Capital Stock of such Person of any class or classes (however designed) that
ranks prior, as to the payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or wining up of such
Person, to shares of Capital Stock of any other class of such Person.
"Public Offering" means any underwritten public offering of Common Stock
pursuant to a registration statement filed under the Securities Act.
"Redeemable Interest" of any Person means any equity security of or other
ownership interest in such Person that by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable) or
otherwise (including upon the occurrence of an event) matures or is required to
be redeemed (pursuant to any sinking fund obligation or otherwise) or is
convertible into or exchangeable for Debt or is redeemable at the option of the
holder thereof, in whole or in part, at any time prior to the final Stated
Maturity of the Senior Notes.
"Reference Treasury Dealer", means Donaldson, Lufkin & Jenrette Securities
Corporation and its successors, provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
"Related Business" means a business substantially similar to the business
engaged in by the Company and its Subsidiaries on the date of the Indenture.
"Related Person" of any Person means, without limitation, any other Person
owning
(a) 5% or more of the outstanding Common Stock of such Person or
(b) 5% or more of the Voting Stock of such Person.
"Restricted Subsidiary" means
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(1) at any date, a Subsidiary of the Company that is not an Unrestricted
Subsidiary as of such date and
(2) for any period, a Subsidiary of the Company that for any portion of
such period is not an Unrestricted Subsidiary, provided that such
terms shall mean such Subsidiary only for such portion of such
period.
"Subsidiary" of any Person means
(1) a corporation more than 50% of the combined voting power of the
outstanding Voting Stock of which is owned, directly or indirectly,
by such Person or by one or more other Subsidiaries of such Person
or by such Person and one or more Subsidiaries thereof,
(2) a partnership of which such Person, or one or more other
Subsidiaries of such Person or such Person and one or more other
Subsidiaries thereof, directly or indirectly, is the general partner
and has the power to direct the policies, management and affairs or
(3) any other Person (other than a corporation) in which such Person or
one or more other Subsidiaries of such Person or such Person and one
or more other Subsidiaries thereof, directly or indirectly, has at
least a majority ownership interest and power to direct the
policies, management and affair thereof.
"Treasury Yield" means with respect to any Redemption Date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.
"U.S. Government Obligations" means securities that are
(1) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged or
(2) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the option of the
issuer thereof, and shall also include a depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect to
any such U.S. Government Obligation or a specific payment of principal of or
interest on any such U.S. Government Obligation held by such custodian for the
account of the holder of such depositary receipt, provided, that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal of or interest on the U.S. Government Obligation evidenced
by such depositary receipt.
"Unrestricted Subsidiary" means
(1) at any date, a Subsidiary of the Company that is an Unrestricted
Subsidiary in accordance with the provisions of the Indenture
described under the caption "Covenants -- Unrestricted Subsidiaries"
and
(2) for any period, a Subsidiary of the Company that for any portion of
such period is an Unrestricted Subsidiary in accordance with the
provisions of the Indenture as described under the caption " --
Certain Covenants -- Unrestricted Subsidiaries," provided that such
term shall mean such Subsidiary only for such portion of such
period.
"Voting Stock" of any Person means Capital Stock of such Person that
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.
FORM, DENOMINATION, TRANSFER, EXCHANGE AND BOOK-ENTRY PROCEDURES
Exchange Notes will be issued only in registered form, without interest
coupons, in denominations of $1,000 and integral multiples thereof. The Exchange
Notes generally will be represented by one or more fully-registered global notes
(collectively, the
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"Global Exchange Note"). Notwithstanding the foregoing, Notes held in
certificated form will be exchanged solely for Exchange Notes in certificated
form, as discussed below. The Global Exchange Note will be deposited upon
issuance with The Depository Trust Company ("DTC") and registered in the name of
DTC or a nominee of DTC (the "Global Exchange Note Registered Owner"). Except as
set forth below, the Global Exchange Note may be transferred, in whole and not
in part, only to another nominee of DTC or to a successor of DTC or its nominee.
A holder may transfer or exchange Exchange Notes in accordance with the
Indenture. The Registrar and the Trustee may require a holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a holder to pay any taxes and fees required by law or
permitted by the Indenture. We are not required to transfer or exchange any
Exchange Notes selected for redemption. Also, we are not required to transfer or
exchange an Exchange Note for a period of 15 days before a selection of Exchange
Notes to be redeemed.
The registered holder of an Exchange Note will be treated as the owner of
such Exchange Note for all purposes.
EXCHANGES OF BOOK-ENTRY EXCHANGE NOTES FOR CERTIFICATED EXCHANGE NOTES
A beneficial interest in a Global Exchange Note may not be exchanged for
an Exchange Note in certificated form unless
- DTC (a) notifies us that it is unwilling or unable to continue as
Depositary for the Global Exchange Note or (b) has ceased to be a
clearing agency registered under the Exchange Act, and in either
case we thereupon fails to appoint a successor Depositary,
- we may, at our option, notify the Trustee in writing that it elects
to cause the issuance of the Exchange Notes in certificated form or
- there shall have occurred and be continuing an Event of Default or
any event which after notice or lapse of time or both would be an
Event of Default with respect to the Exchange Notes. In all cases,
certificated Exchange Notes delivered in exchange for any Global
Exchange Note or beneficial interests therein will be registered in
the names, and issued in any approved denominations, requested by or
on behalf of the Depositary, in accordance with its customary
procedures. Any such exchange will be effected through the DWAC
System and an appropriate adjustment will be made in the records of
the Security Registrar to reflect a decrease in the principal amount
of the relevant Global Exchange Note.
CERTAIN BOOK-ENTRY PROCEDURES FOR GLOBAL EXCHANGE NOTES
The descriptions of the operations and procedures of DTC that follow are
provided solely as a matter of convenience. These operations and procedures are
solely within the control of the respective settlement systems and are subject
to changes by them from time to time. We take no responsibility for these
operations and procedures and urges investors to contact the system or their
participants directly to discuss these matters.
DTC has advised us as that it is:
- a limited purpose trust company organized under the laws of the
State of New York,
- a member of the Federal Reserve System,
- a "clearing corporation" within the meaning of the Uniform
Commercial Code and
- a "Clearing Agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC was created to hold securities for its
participants ("participants") and facilitate the clearance and
settlement of securities transactions between participants through
electronic book-entry changes in accounts of its participants,
thereby eliminating the need for physical transfer and delivery of
certificates. DTC's participants include securities brokers and
dealers, banks, trust companies and clearing corporations and may
include certain other organizations. Access to DTC's system is also
available to other entities such as banks, brokers, dealers and
trust companies (collectively, the "indirect participants") that
clear through or maintain a custodial relationship with a
participant, either directly or indirectly. Holders who are not
participants may beneficially own securities held by or on behalf of
the Depository only through participants or indirect participants.
We expect, pursuant to procedures established by DTC, that
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- upon deposit of the Global Exchange Notes, DTC will credit the
accounts of Participants designated by the Initial Purchasers with
an interest in the Global Exchange Note and
- ownership of the Senior Notes will be shown on, and the transfer of
ownership thereof will be effected only through, records maintained
by DTC (with respect to the interest of participants), the
participants and the indirect participants. Investors may hold their
interests in the Global Exchange Note directly through DTC, if they
are participants in such system, or indirectly through organizations
(including Euroclear and CEDEL) which are participants in such
system. The laws of some states require that certain persons take
physical delivery in definitive form of securities that they own and
that security interest in negotiable instruments can only be
perfected by delivery of certificates representing the instruments.
Consequently, the ability to transfer Senior Notes or to pledge the
Senior Notes as collateral will be limited to such extent.
So long as DTC or its nominee is the registered owner of a Global Note,
DTC or such nominee, as the case may be, will be considered the sole owner or
holder of the Senior Notes represented by the Global Exchange Note for all
purposes under the Indentures. Except as described above under "--Exchanges of
Book-Entry Exchange Notes for Certificated Notes," owners of beneficial
interests in a Global Exchange Note will not be entitled to have Notes
represented by such Global Exchange Note registered in their names, will not
receive or be entitled to receive physical delivery of certificated securities
(the "Certificated Securities"), and will not be considered the owners or
holders thereof under the Indentures or Exchange Notes for any purpose,
including with respect to giving of any directions, instruction or approval to
the Trustee thereunder. As a result, the ability of a person having a beneficial
interest in Senior Notes represented by a Global Exchange Note to pledge or
transfer such interest to persons or entities that do not participate in DTC's
system or to otherwise take action with respect to such interest, may be
affected by the lack of a physical certificate evidencing such interest.
Payments of the principal of, premium, if any, and interest on Global
Exchange Notes will be made to DTC or its nominee as the registered owner
thereof. We, the Trustee and any of its respective agents will not have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global
Exchange Notes or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
We expect that DTC or its nominee, upon receipt of any payment of
principal or interest in respect of a Global Exchange Note representing any
Exchange Notes held by it or its nominee, will credit participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of such Global Exchange Note for such Exchange Notes as
shown on the records of DTC or its nominee. We also expect that payments by
participants to owners of beneficial interests in such Global Exchange Note held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers registered in "street name." Such payments will be the responsibility
of such participants. We or the Trustee will not be liable for any delay by DTC
or any of its participants in identifying the beneficial owners of the Exchange
Notes, and we and the Trustee may conclusively rely on and will be protected in
relying on instructions from DTC or its nominee as the registered owner of the
Exchange Notes for all purposes.
Interests in the Global Exchange Notes will trade in DTC's Same-Day Funds
Settlement System and secondary market trading activity in such interests will
therefore settle in immediately available funds, subject in all cases to the
rules and procedures of DTC and its participants. Transfers between participants
in DTC will be effected in accordance with DTC's procedures, and will be settled
in same-day funds.
Because of time zone differences, the securities account of a Euroclear or
CEDEL participant purchasing an interest in a Global Exchange Note from a DTC
participant will be credited, and any such crediting will be reported to the
relevant Euroclear or CEDEL participant, during the securities settlement
processing day (which must be a business day for Euroclear and CEDEL)
immediately following the DTC settlement date. Cash received in Euroclear or
CEDEL as a result of sales of interests in a Global Exchange Note by or through
a Euroclear or CEDEL participant to a DTC participant will be received with
value on the DTC settlement date but will be available in the relevant Euroclear
or CEDEL cash account only as of the business day for Euroclear or CEDEL
following the DTC settlement date.
DTC has advised us that it will take any action permitted to be taken by a
holder of Exchange Notes only at the direction of one or more participants to
whose accounts with DTC interests in the Global Exchange Notes are credited and
only in respect of such portion of the aggregate principal amount of the
Exchange Notes as to which such participant or participants has or have given
such direction. However, if there is an Event of Default (as defined below)
under the Exchange Notes, DTC reserves the right to exchange the Global Exchange
Notes for Exchange Notes in certificated form, and to distribute such Exchange
Notes to its participants.
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Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of beneficial ownership interests in the Global Exchange Notes among
participants of DTC, it is under no obligation to perform or continue to perform
such procedures, and such procedures may be discontinued at any time. We, the
Trustee and its respective agents will have no responsibility for the
performance by DTC, or its participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations, including maintaining, supervising or reviewing the records relating
to, or payments made on account of, beneficial ownership interests in Global
Exchange Notes.
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CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
The following is a summary of certain U.S. federal income tax consequences
and, in the case of Non-U.S. Holders, as described below, certain U.S. federal
estate tax consequences, of the acquisition, ownership and disposition of New
Senior Notes by investors that acquire New Senior Notes in the Exchange Offer.
We do not discuss all of the aspects of U.S. federal income and estate taxation
which may be relevant to certain investors in light of their particular
investment or other circumstances. In addition, we do not discuss any U.S. state
or local income or foreign income or other tax consequences. This summary is
based upon the provisions of the Internal Revenue Code, Treasury Regulations and
administrative and judicial interpretations thereof, all as in effect as of the
date of this Prospectus and all of which are subject to change or differing
interpretation, possibly with retroactive effect. The discussion below deals
only with New Senior Notes held as capital assets which is generally, property
held for investment, and does not address holders of New Senior Notes that may
be subject to special rules, including, without limitation, certain U.S.
expatriates, financial institutions, insurance companies, tax-exempt entities,
dealers in securities or currencies, traders in securities that elect
mark-to-market accounting treatment, and persons who hold New Senior Notes as
part of a straddle, hedge, conversion or other integrated transaction. You
should consult your own tax advisor regarding the particular U.S. federal, state
and local and foreign income and other tax consequences of acquiring, owning and
disposing of the New Senior Notes that may be applicable to you.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER
The exchange of Old Senior Notes for New Senior Notes in the Exchange Offer
will not be a taxable exchange for federal income tax purposes and, accordingly,
for such purposes a holder will not recognize any taxable gain or loss as a
result of such exchange and will have the same tax basis and holding period in
the New Senior Notes as it had in the Old Senior Notes immediately before the
exchange.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS
For purposes of the following discussion, a "U.S. Holder" means a
beneficial owner of a New Senior Note that is, for U.S. federal income tax
purposes,
(1) a citizen or individual resident of the United States,
(2) a corporation or partnership created or organized in or under the laws
of the United States or of any political subdivision thereof,
(3) an estate the income of which is subject to U.S. federal income
taxation regardless of its source or
(4) a trust if, in general, the trust is subject to the supervision of a
court within the United States and the control of one or more United
States persons as described in section 7701(a)(30) of the Internal
Revenue Code.
TAXATION OF STATED INTEREST. In general, stated interest paid on a New
Senior Note will be taxable to a U.S. Holder as ordinary income at the time it
is received or accrued in accordance with the U.S. Holder's regular method of
accounting for federal income tax purposes.
MARKET DISCOUNT AND BOND PREMIUM. If a U.S. Holder purchases a New Senior
Note, or purchased the Old Senior Note for which the New Senior Note was
exchanged, as the case may be, at a price that is less than its principal
amount, the excess of the principal amount over the U.S. Holder's purchase price
will be treated as "market discount." However, such market discount will be
considered to be zero if it is less than 1/4 of 1% of the principal amount
multiplied by the number of complete years to maturity from the date the U.S.
Holder purchased such New Senior Note or Old Senior Note. Under the market
discount rules of the Code, a U.S. Holder generally will be required to treat
any principal payment on, or any gain realized on the sale, exchange, retirement
or other disposition of, a New Senior Note as ordinary income, which is
generally treated as interest income, to the extent of the market discount which
accrued but was not previously included in income. In addition, the U.S. Holder
may be required to defer, until the maturity of the New Senior Note or its
earlier disposition in a taxable transaction, the deduction of all or a portion
of the interest expense on any indebtedness incurred or continued to purchase or
carry such New Senior Note or the Old Senior Note for which the New Senior Note
was exchanged, as the case may be.
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In general, market discount will be considered to accrue ratably during the
period from the date of acquisition of the New Senior Note or Old Senior Note
for which the New Senior Note was exchanged, as the case may be, to the maturity
date of the New Senior Note, unless the U.S. Holder makes an irrevocable
election, on an instrument-by-instrument basis, to accrue market discount under
a constant yield method. A U.S. Holder may elect to include market discount in
income currently as it accrues, under either a ratable or constant yield method,
in which case the rules described above regarding the treatment as ordinary
income of gain upon the disposition of the New Senior Note and upon the receipt
of certain payments and the deferral of interest deductions will not apply. The
election to include market discount in income currently, once made, applies to
all market discount obligations acquired on or after the first day of the first
taxable year to which the election applies, and may not be revoked without the
consent of the Internal Revenue Service.
If a U.S. Holder purchases a New Senior Note or purchased the Old Senior
Note for which the New Senior Note was exchanged, as the case may be, for an
amount in excess of the amount payable at maturity of the New Senior Note, such
holder will be considered to have purchased the New Senior Note or Old Senior
Note with "bond premium" equal to the excess of the U.S. Holder's purchase price
over the amount payable at maturity or on an earlier call date if it results in
a smaller amortizable bond premium. A U.S. Holder may elect to amortize such
premium using a constant yield method over the remaining term of the New Senior
Note or until an earlier call date if it resulted in a smaller amortizable bond
premium. The amortized amount of such premium for a taxable year generally will
be treated first as a reduction of interest on such New Senior Note included in
such taxable year to the extent thereof, then as a deduction allowed in that
taxable year to the extent of the U.S. Holder's prior interest inclusions on
such New Senior Note, and finally as a carryforward allowable against the U.S.
Holder's future interest inclusions on such New Senior Note. Such election, once
made, is irrevocable without the consent of the Internal Revenue Service and
applies to all taxable bonds held during the taxable year for which the election
is made or subsequently acquired.
DISPOSITIONS. Upon the sale, exchange or retirement of a New Senior Note, a
U.S. Holder generally will recognize taxable gain or loss in an amount equal to
the difference, if any, between the amount realized on such sale, exchange or
retirement and such holder's adjusted tax basis in the New Senior Note. A U.S.
Holder's adjusted tax basis in a New Senior Note will generally equal the cost
of such New Senior Note or, in the case of a New Senior Note acquired in
exchange for an Old Senior Note in the Exchange Offer, the tax basis of such Old
Senior Note, as discussed above under "Certain Federal Income Tax Consequences
of the Exchange Offer", increased by the amount of any market discount
previously included in the U.S. Holder's gross income, and reduced by the amount
of any amortizable bond premium applied to reduce, or allowed as a deduction
against, interest with respect to such New Senior Note. Gain or loss recognized
by a U.S. Holder on the sale, exchange or retirement of a New Senior Note
generally will be capital gain or loss, except with respect to amounts received
upon a disposition attributable to accrued but unpaid interest or accrued market
discount not previously included in income, which in either case will be taxable
as ordinary income. Such capital gain or loss will be long-term capital gain or
loss if the New Senior Note has been held for more than one year at the time of
the disposition, taking into account for this purpose, in the case of a New
Senior Note received in exchange for an Old Senior Note in the Exchange Offer,
the period of time that the Old Senior Note was held.
BACKUP WITHHOLDING. In general, "backup withholding" at a rate of 31% may
apply to payments of principal and interest made on a New Senior Note, and to
the proceeds of a sale or exchange of a New Senior Note before maturity, that
are made to a non-corporate U.S. Holder if such holder fails to provide a
correct taxpayer identification number or otherwise comply with applicable
requirements of the backup withholding rules. The backup withholding tax is not
an additional tax and may be credited against a U.S. Holder's U.S. federal
income tax liability, provided that correct information is provided to the
Internal Revenue Service.
CERTAIN U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS
For purposes of the following discussion, a "Non-U.S. Holder" is a
beneficial owner of a New Senior Note that is not, for U.S. federal income tax
purposes, a U.S. Holder. An individual may, subject to certain exceptions, be
deemed to be a resident alien, as opposed to a non-resident alien, by virtue of
being present in the United States on at least 31 days in the calendar year and
for an aggregate of at least 183 days during a three-year period ending in the
current calendar year, counting for such purposes all of the days present in the
current year, one-third of the days present in the immediately preceding year,
and one-sixth of the days present in the second preceding year. Resident aliens
are subject to U.S. federal tax as if they were U.S. citizens.
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Under present U.S. federal income and estate tax law and subject to the
discussion of backup withholding below:
- payments of principal, premium, if any, and interest on a New Senior
Note by us or any of our agents to any Non-U.S. Holder will not be
subject to withholding of U.S. federal income tax, provided that in the
case of interest
(1) the Non-U.S. Holder does not directly or indirectly, actually or
constructively, own 10 percent or more of the total combined
voting power of all classes of our stock entitled to vote,
(2) the Non-U.S. Holder is not
(x) a controlled foreign corporation that is related to us
through sufficient stock ownership, or
(y) a bank receiving interest described in Section 881(c)(3)(A)
of the Internal Revenue Code, and
(3) either
(A) the beneficial owner of the New Senior Note certifies to us
or our agent, under penalties of perjury, that it is not a
"United States person", as defined in the Internal Revenue
Code and provides its name and address, or
(B) a securities clearing organization, bank or other financial
institution that holds customers' securities in the
ordinary course of its trade or business (a "financial
institution") and holds the New Senior Note on behalf of
the beneficial owner certifies to us or our agent under
penalties of perjury that such statement has been received
from the beneficial owner by it or by the financial
institution between it and the beneficial owner and
furnishes the payor with a copy thereof;
- a Non-U.S. Holder will not be subject to U.S. federal income tax on any
gain or income realized on the sale, exchange, redemption, retirement at
maturity or other disposition of a New Senior Note; provided that, in
the case of proceeds representing accrued interest, the conditions
described in the preceding bullet paragraph above are met, unless
(1) such Non-U.S. Holder is an individual who is present in the
United States for 183 days or more during the taxable year and
certain other conditions are met, or
(2) such gain is effectively connected with the conduct of a U.S.
trade or business by such Non-U.S. Holder, or if an income tax
treaty applies, is generally attributable to a U.S. "permanent
establishment" maintained by such Non-U.S. Holder; and
- a New Senior Note held by an individual who at the time of death is not
a citizen or resident of the United States will not be subject to U.S.
federal estate tax as a result of such individual's death if, at the
time of such death,
(1) the individual did not directly or indirectly, actually or
constructively, own 10 percent or more of the total combined
voting power of all classes of our stock entitled to vote, and
(2) the income on the New Senior Note would not have been effectively
connected with the conduct of a trade or business by the
individual in the United States.
If a Non-U.S. Holder is engaged in a trade or business in the United States
and interest on the New Senior Note is effectively connected with the conduct of
such trade or business or, if an income tax treaty applies, and the Non-U.S.
Holder maintains a U.S. "permanent establishment" to which the interest is
generally attributable, the Non-U.S. Holder, although exempt from the
withholding tax discussed in first bullet paragraph above, provided that such
holder furnishes a properly executed United States Internal Revenue Service Form
4224 or successor form on or before any payment date to claim such exemption,
may be subject to U.S. federal income tax on such interest, as well as on gain
or income discussed in the second bullet paragraph above, on a net basis in the
same manner as if it were a U.S. Holder.
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In addition, a foreign corporation that is a holder of a New Senior Note
may be subject to a branch profits tax equal to 30% of its effectively connected
earnings and profits for the taxable year, subject to certain adjustments,
unless it qualifies for a lower rate under an applicable income tax treaty. For
this purpose, interest on a New Senior Note or gain recognized on the
disposition of a New Senior Note will be included in earnings and profits if
such interest or gain is effectively connected with the conduct by the foreign
corporation of a trade or business in the United States.
Recently finalized Treasury Regulations generally effective for payments
made after December 31, 1999 will provide alternative methods for satisfying the
certification requirement described in clause (3) of the first bullet paragraph
above and may also require a Non-U.S. Holder claiming the benefit of an income
tax treaty, to also provide its U.S. taxpayer identification number. These
regulations generally also will require, in the case of a New Senior Note held
by a foreign partnership, that
(1) the certification described in clause (3) of the first bullet paragraph
above be provided by the partners and
(2) the partnership provide certain information, including a U.S. taxpayer
identification number.
A look-through rule will apply in the case of tiered partnerships.
Under current Treasury Regulations, backup withholding and information
reporting will not apply to payments made by us or any agent of ours, in its
capacity as such, to a Non-U.S. Holder of a New Senior Note if such holder has
provided the required certification that it is not a United States person as set
forth in the first bullet paragraph above, provided that neither us nor our
agent has actual knowledge that the holder is a United States person. We or our
agent may, however, report payments of interest on the New Senior Notes.
Payments of the proceeds from a disposition by a Non-U.S. Holder of a New Senior
Note made to or through a foreign office of a broker will not be subject to
information reporting or backup withholding, except that information reporting
may apply to such payments if the broker is
(1) a United States person,
(2) a controlled foreign corporation for U.S. federal income tax purposes,
(3) a foreign person 50% or more of whose gross income is effectively
connected with a U.S. trade or business for a specified three-year period, or
(4) with respect to payments made after December 31, 1999, a foreign
partnership, if at any time during its tax year, one or more of its partners are
U.S. persons, as defined in Treasury regulations, who in the aggregate hold more
than 50% of the income or capital interest in the partnership or if, at any time
during its tax year, such foreign partnership is engaged in a U.S. trade or
business.
Payments of the proceeds from a disposition by a Non-U.S. Holder of a New
Senior Note made to or through the U.S. office of a broker is subject to
information reporting and backup withholding unless the holder or beneficial
owner certifies as to its taxpayer identification number or otherwise
establishes an exemption from information reporting and backup withholding.
Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder would be allowed as a refund or a credit against such holder's
U.S. federal income tax liability, provided the required information is
furnished to the IRS.
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PLAN OF DISTRIBUTION
Each broker-dealer that receives New Senior Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Senior Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Senior Notes received in
exchange for Old Senior Notes where such Old Senior Notes were acquired as a
result of market-making activities or other trading activities. We have agreed
that we will, for a period of 90 days after the consummation of the Exchange
Offer, make this Prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.
We will not receive any proceeds from any sale of New Senior Notes by
broker-dealers. New Senior Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Senior Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such New Senior Notes. Any
broker-dealer that resells New Senior Notes that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Senior Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of New Senior Notes and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
For a period of 90 days after the consummation of the Exchange Offer, we
will promptly send additional copies of the Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such document
in the Letter of Transmittal. We have agreed to pay all expenses incident to the
Exchange Offer other than commissions or concessions of any brokers or dealers
and will indemnify the holders of the New Senior Notes, including any
broker-dealers, against certain liabilities, including liabilities under the
Securities Act.
Following consummation of the Exchange Offer, we may, in our sole
discretion, commence one or more additional exchange offers to holders of Old
Senior Notes who did not exchange their Old Senior Notes for New Senior Notes in
the Exchange Offer on terms which may differ from those contained in the
Registration Agreement. This Prospectus, as it may be amended or supplemented
from time to time, may be used by us in connection with any such additional
exchange offers. Such additional exchange offers will take place from time to
time until all outstanding Old Senior Notes have been exchanged for New Senior
Notes pursuant to the terms and conditions contained herein.
VALIDITY OF THE NEW SENIOR NOTES
The validity of the New Senior Notes will be passed upon for us by Fried,
Frank, Harris, Shriver & Jacobson (a partnership including professional
corporations), New York, New York.
EXPERTS
The consolidated financial statements and the supplemental consolidated
financial statements of Allied as of December 31, 1997 and 1996 and for each of
the three years in the period ended December 31, 1997 incorporated by reference
in this Prospectus and elsewhere in the Registration Statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference in reliance upon
the authority of said firm as experts in giving said reports.
The consolidated balance sheets of American Disposal Services, Inc. as of
December 31, 1997 and 1996 and the consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1997 of
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American Disposal Services, Inc. incorporated by reference in this Prospectus
have been incorporated herein in reliance on the report of Ernst & Young LLP,
independent auditors, given on the authority of such firm as experts in
accounting and auditing.
The balance sheets of the Rabanco Companies and Regional Disposal Company
as of December 21, 1996 and 1995 and the statements of income and changes in
equity and cash flows for each of the two years in the period ended December 31,
1996 of the Rabanco Companies and Regional Disposal Company incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been incorporated herein in reliance on the reports of Sweeney Conrad, P.S.,
independent auditors, given on the authority of such firm as experts in
accounting and auditing.
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[LOGO]
ALLIED WASTE NORTH
AMERICA, INC.
OFFER FOR
ALL OUTSTANDING 7 3/8% SERIES A SENIOR NOTES DUE 2004
IN EXCHANGE FOR
7 3/8% SERIES B SENIOR NOTES DUE 2004
ALL OUTSTANDING 7 5/8% SERIES A SENIOR NOTES DUE 2006
IN EXCHANGE FOR
7 5/8% SERIES B SENIOR NOTES DUE 2006
ALL OUTSTANDING 7 7/8% SERIES A SENIOR NOTES DUE 2009
IN EXCHANGE FOR
7 7/8% SERIES B SENIOR NOTES DUE 2009
-------------
PROSPECTUS
-------------
JANUARY 27, 1999
<PAGE> 85
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action. In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no such person
shall have been adjudged liable to the corporation except as claim was brought.
In any type of proceeding, the indemnification may extend to judgments, fines
and amounts paid in settlement, actually and reasonably incurred in connection
with such other proceeding, as well as to expenses.
The statute does permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner be reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.
The Company's Certificate of Incorporation and Bylaws require the Company
to indemnify its directors to the fullest extent permitted under Delaware law.
Pursuant to employment agreements entered into by the Company with its executive
officers and certain other key employees, the Company must indemnify such
officers and employees in the same manner and to the same extent that, the
Company is required to indemnify its directors under the Company's Bylaws. The
Company's Certificate limits the personal liability of a director to the
corporation or its stockholders to damages for breach of the director's
fiduciary duty.
The Company has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the registrant, or that
may arise out of their status as directors or officers of the registrant,
including liabilities under the federal and state securities laws. The Company
has entered into indemnification agreements to indemnify its directors to the
extent permitted under Delaware law.
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ITEM 21. EXHIBITS AND FINANCIAL DATA SCHEDULES.
(A) EXHIBITS
The following is a list of all the exhibits filed as part of the
Registration Statement.
NUMBER DESCRIPTION
- --------------------------------------------------------------------------------
*4.1 Indenture relating to the 1998 Senior Notes, dated as of December 23,
1998, by and among the Company and U.S. Bank Trust National
Association, as Trustee, with respect to the Notes and Exchange Notes.
*4.2 Five Year Series Supplement Indenture relating to the 1998 Five Year
Note, dated December 23, 1998, among the Company, the Guarantors and
the Trustee.
*4.3 Form of Series B Five Year Note (included in Exhibit 4.2)
*4.4 Seven Year Series Supplement Indenture relating to the 1998 Seven Year
Note, dated December 23, 1998, among the Company, the Guarantors and
the Trustee.
*4.5 Form of Series B Seven Year Note (included in Exhibit 4.4)
*4.6 Ten Year Series Supplement Indenture relating to the 1998 Ten Year
Note, dated December 23, 1998, among the Company, the Guarantors and
the Trustee.
*4.7 Form of Series B Ten Year Note (included in Exhibit 4.6)
**5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson, as to the legality
of the securities, dated January 26, 1999.
*10.1 Registration Rights Agreement, dated as of December 23, 1998, by and
among the Company, the Guarantors and Donaldson, Lufkin & Jenrette
Securities Corporation, relating to the $225,000,000 7 3/8% Senior
Notes due 2004.
*10.2 Registration Rights Agreement, dated December 23, 1998, by and among
the Company, the Guarantors, and Donaldson, Lufkin & Jenrette
Securities Corporation, relating to the $600,000,000 7 5/8% Senior
Notes due 2006.
*10.3 Registration Rights Agreement, dated December 23, 1998, by and among
the Company, the Guarantors, and Donaldson, Lufkin & Jenrette
Securities Corporation, Goldman Sachs & Co, Credit Suisse First Boston,
Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley
Dean Witter Incorporated, Bear, Stearns & Co. Inc., BT Alex. Brown,
CIBC Oppenheimer, Salomon Smith Barney Inc., relating to the
$875,000,000 7 7/8% Senior Notes due 2009.
*10.4 Purchase Agreement dated December 14, 1998, by and among the Company,
the Guarantors and Donaldson, Lufkin & Jenrette Securities Corporation,
with respect to the 1998 Senior Notes.
*12.1 Ratio of earnings to fixed charges. (Incorporated by Reference to
Exhibit 12 to Allied's Form 10-Q dated September 30, 1998.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5.1)
**23.2 Consent of Arthur Andersen LLP.
**23.3 Consent of Sweeney Conrad PC
**23.4 Consent of Ernst & Young LLP.
**24.1 Powers of Attorney (included in the signature pages to this
Registration Statement).
*25.1 Statement of Eligibility and Qualification of Trustee on Form T-1 of
U.S. Bank Trust National Association under the Trust Indenture Act of
1939.
27.1 Restated financial data schedule for the year ended December 31, 1997.
(Incorporated by Reference to Allied's Form 8-K filed on October 29,
1998)
27.2 Restated financial data schedule for the year ended December 31, 1996.
(Incorporated by Reference to Allied's Form 8-K filed on October 29,
1998)
27.3 Restated financial data schedule for the year ended December 31, 1995.
(Incorporated by Reference to Allied's Form 8-K filed on October 29,
1998)
**99.1 Letter of Transmittal, with respect to exchange Old Senior Notes and
Exchange Notes.
**99.2 Notice of Guaranteed Delivery, with respect to Old Senior Notes and
Exchange Notes.
**99.3 Instructions to Registered Holders from Beneficial Owners, with respect
to the Old Senior Notes and Exchange Notes.
**99.4 Letter to Registered Holders.
**99.5 Letter to Our Clients.
* Previously Filed.
** Filed Herewith.
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<PAGE> 87
(B) FINANCIAL STATEMENT SCHEDULES
Schedules are omitted since the information required to be submitted has
been included in the Supplemental Consolidated Financial Statements of the
Company or the notes thereto, or the required information is not applicable.
ITEM 22. UNDERTAKINGS
The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;
(4) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(5) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
(6) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 88
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Allied
Waste Industries, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-4 and it 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 the
27th day of January, 1999.
Allied Waste Industries, Inc.
By: /s/ Henry L. Hirvela
_________________________
Henry L. Hirvela
Vice President and
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
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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.
SIGNATURE TITLE
/s/ Thomas H. Van Weelden Chairman of the Board of Directors,
_______________________________________
President and Chief Executive Officer
Thomas H. Van Weelden (Principal Executive Officer)
/s/ Henry L. Hirvela Vice President -- Chief Financial
_______________________________________
Henry L. Hirvela Officer
(Principal Financial Officer)
/s/ James S. Eng Corporation Controller
_______________________________________
James S. Eng (Principal Accounting Officer)
/s/ Nolan Lehmann Director
_______________________________________
Nolan Lehmann
/s/ Michael Gross Director
_______________________________________
Michael Gross
Director
_______________________________________
David B. Kaplan
/s/ Anthony P. Ressler Director
_______________________________________
Antony P. Ressler
II-4
<PAGE> 89
Director
_______________________________________
Howard A. Lipson
/s/ Dennis Hendrix Director
_______________________________________
Dennis Hendrix
/s/ Roger A. Ramsey Director
_______________________________________
Roger A. Ramsey
/s/ Warren B. Rudman Director
_______________________________________
Warren B. Rudman
/s/ Vincent Tese Director
_______________________________________
Vincent Tese
II-5
<PAGE> 90
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Allied
Waste North America, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-4 and it 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 the 27th day of January, 1999.
Allied Waste North America, Inc.
By: /s/ Henry L. Hirvela
-----------------------------
Henry L. Hirvela
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
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Thomas H. Van Weelden Director, President and Chief
- --------------------------------------- Executive Officer
Thomas H. Van Weelden (Principal Executive Officer)
/s/ Henry L. Hirvela Director, Vice President -- Chief
- --------------------------------------- Financial Officer
Henry L. Hirvela (Principal Financial Officer)
/s/ James S. Eng Corporation Controller
- --------------------------------------- (Principal Accounting Officer)
James S. Eng
/s/ Steven M. Helm Director, Vice President-Legal and
- --------------------------------------- Corporate Secretary
Steven M. Helm
II-6
<PAGE> 91
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule A hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
A hereto.
By: /s/ Donald W. Slager
__________________________
Donald W. Slager
Executive Vice President
POWER OF ATTORNEY
Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr., 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
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Donald W. Slager
_______________________________________ Director and Executive Vice President
Donald W. Slager (Principal Executive Officer)
/s/ G. Thomas Rochford, Jr.
_______________________________________ Director and Treasurer
G. Thomas Rochford, Jr. (Principal Financial Officer and
Principal Accounting Officer)
/s/ James S. Eng
_______________________________________ Director
James S. Eng
II-7
<PAGE> 92
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule B hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
B hereto.
By: /s/ Donald W. Slager
__________________________
Donald W. Slager
President
POWER OF ATTORNEY
Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr., 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
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Donald W. Slager
_______________________________________ Director and President
Donald W. Slager (Principal Executive Officer)
/s/ G. Thomas Rochford, Jr.
_______________________________________ Director and Treasurer
G. Thomas Rochford, Jr. (Principal Financial Officer and
Principal Accounting Officer)
/s/ James S. Eng
_______________________________________ Director
James S. Eng
II-8
<PAGE> 93
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule C hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
C hereto.
By: /s/ Peter S. Hathaway
----------------------------
Peter S. Hathaway
President
POWER OF ATTORNEY
Each of the undersigned hereby appoints Peter S. Hathaway, G. Thomas
Rochford, Jr., Steven M. Helm 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
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Peter S. Hathaway
----------------------------- Director and President
Peter S. Hathaway (Principal Executive Officer)
/s/ G. Thomas Rochford, Jr.
----------------------------- Treasurer
G. Thomas Rochford, Jr. (Principal Financial Officer and
Principal Accounting Officer)
/s/ Steven M. Helm
----------------------------- Director and Secretary
Steven M. Helm
/s/ Michael G. Hannon
---------------------------- Director
Michael G. Hannon
II-9
<PAGE> 94
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule D hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
D hereto.
By: /s/ Larry D. Henk
---------------------------------------
Larry D. Henk
President
POWER OF ATTORNEY
Each of the undersigned hereby appoints Larry D. Henk, Steven M. Helm
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 Commission under the
Securities Act any and all amendments and exhibits to this Registration
Statement and any and all applications, instruments and other documents to be
filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Larry D. Henk Director and President
- --------------------------------------- (Principal Executive Officer)
Larry D. Henk
/s/ G. Thomas Rochford, Jr. Treasurer
- --------------------------------------- (Principal Financial Officer and
G. Thomas Rochford, Jr. Principal Accounting Officer)
/s/ Steven M. Helm Director
- ---------------------------------------
Steven M. Helm
II-10
<PAGE> 95
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule E hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
E hereto.
By: /s/ Henry L. Hirvela
_______________________
Henry L. Hirvela
President
POWER OF ATTORNEY
Each of the undersigned hereby appoints Henry L. Hirvela, G. Thomas
Rochford, Jr. 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 Commission
under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Henry L. Hirvela Director and President
_______________________________________ (Principal Executive Officer)
Henry L. Hirvela
/s/ G. Thomas Rochford, Jr. Treasurer
_______________________________________ (Principal Financial Officer and
G. Thomas Rochford, Jr.
II-11
<PAGE> 96
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule F hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
F hereto.
By: /s/ James S. Eng
___________________
James S. Eng
President
POWER OF ATTORNEY
Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr., 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
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ James S. Eng Director and President
_______________________________________ (Principal Executive Officer)
James S. Eng
/s/ G. Thomas Rochford, Jr. Director and Treasurer
_______________________________________ (Principal Financial Officer and
G. Thomas Rochford, Jr. Principal Accounting Officer)
/s/ Donald W. Slager Director and Vice President
_______________________________________
Donald W. Slager
II-12
<PAGE> 97
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule G hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
G hereto.
By:/s/ Donald W. Slager
-------------------------
Donald W. Slager
Executive Vice President
POWER OF ATTORNEY
Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr., 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
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Donald W. Slager Executive Vice President
- --------------------------------------- (Principal Executive Officer)
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Treasurer
- --------------------------------------- (Principal Financial Officer and
G. Thomas Rochford, Jr. Principal Accounting Officer)
/s/ Thomas H. Van Weeldan Director, President and
- --------------------------------------- Chief Executive Officer of Allied
Thomas H. Van Weeldan Waste North America, Inc. as
Managing Member
/s/ Henry L. Hirvela Director, Vice President --
- --------------------------------------- Chief Financial Officer of Allied
Henry L. Hirvela Waste North America, Inc. as
Managing Member
/s/ Steven M. Helm Director, Vice President -- Legal and
- --------------------------------------- Corporate Secretary of Allied
Steven M. Helm Waste North America, Inc. as
Managing Member
II-13
<PAGE> 98
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule H hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
H hereto.
By: /s/ Donald W. Slager
-------------------------
Donald W. Slager
President
POWER OF ATTORNEY
Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr. 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 Commission
under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Donald W. Slager Director and President
- --------------------------------------- (Principal Executive Officer)
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director and Treasurer
- --------------------------------------- (Principal Financial Officer and
G. Thomas Rochford, Jr. Principal Accounting Officer)
/s/ James S. Eng Director
- ---------------------------------------
James S. Eng
/s/ Douglas W. Borro Director
- ---------------------------------------
Douglas W. Borro
Director
- ---------------------------------------
Ward Herst
/s/ Jo Lynn White Director
- ---------------------------------------
Jo Lynn White
II-14
<PAGE> 99
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule I hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
I hereto.
By Allied Waste Landfill Holdings, Inc.
General Partner
By: /s/ James S. Eng
________________________
James S. Eng
Attorney-in-fact
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
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ James S. Eng Director of Allied Waste
______________________________________ Landfill Holdings, Inc.
By James S. Eng
/s/ Donald W. Slager Director of Allied Waste
______________________________________ Landfill Holdings, Inc.
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director of Allied Waste
______________________________________ Landfill Holdings, Inc.
G. Thomas Rochford, Jr.
II-15
<PAGE> 100
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule J hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
J hereto.
By: /s/ Donald W. Slager
_____________________
Donald W. Slager
President
POWER OF ATTORNEY
Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr. 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 Commission
under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Donald W. Slager President
_______________________________________ (Principal Executive Officer)
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Treasurer
_______________________________________ (Principal Financial Officer and
G. Thomas Rochford, Jr. Principal Accounting Officer)
/s/ Thomas H. Van Weeldan Director, President
_______________________________________ and Chief Executive Officer of
Thomas H. Van Weeldan Allied Waste North America Inc.
as Managing Member
/s/ Henry L. Hirvela Director, Vice President - Chief
_______________________________________ Financial Officer of
Henry L. Hirvela Allied Waste North America, Inc.
as Managing Member
/s/ Steven M. Helm Director, Vice President - Legal
_______________________________________ and Corporate Secretary of
Steven M. Helm Allied Waste North America, Inc.
as Managing Member
II-16
<PAGE> 101
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule K hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
K hereto.
By: /s/ Larry D. Henk
-------------------------
Larry D. Henk
President
POWER OF ATTORNEY
Each of the undersigned hereby appoints Larry D. Henk, G. Thomas
Rochford, Jr., Steven M. Helm 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
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Larry D. Henk Director and President
- --------------------------------------- (Principal Executive Officer)
Larry D. Henk
/s/ G. Thomas Rochford, Jr. Treasurer
- --------------------------------------- (Principal Accounting Officer)
G. Thomas Rochford, Jr.
/s/ Steven M. Helm Director
- ---------------------------------------
Steven M. Helm
II-17
<PAGE> 102
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule L hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
L hereto.
By: Allied Waste Landfill Holdings, Inc.
General Partner
By: /s/ James S. Eng
---------------------------------
James S. Eng
Attorney-in-fact
On behalf of each Subsidiary
Guarantor listed on Schedule
L hereto.
By: Allied Waste North America, Inc.
General Partner
By: /s/ James S. Eng
---------------------------------
James S. Eng
Attorney-in-fact
SIGNATURE TITLE
/s/ James S. Eng Director of Allied Waste Landfill
------------------------------------ Holdings, Inc.
James S. Eng
/s/ Donald W. Slager Director of Allied Waste Landfill
------------------------------------ Holdings, Inc.
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director of Allied Waste Landfill
------------------------------------ Holdings, Inc.
G. Thomas Rochford, Jr.
/s/ Thomas H. Van Weelden Director of Allied Waste
------------------------------------ North America, Inc.
Thomas H. Van Weelden
/s/ Henry L. Hirvela Director of Allied Waste
------------------------------------ North America, Inc.
Henry L. Hirvela
/s/ Steven M. Helm Director of Allied Waste
------------------------------------ North America, Inc.
Steven M. Helm
II-18
<PAGE> 103
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule M hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
M hereto.
By: /s/ Donald W. Slager
-------------------------
Donald W. Slager
President
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
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Donald W. Slager President
- --------------------------------------- (Principal Executive Officer)
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Treasurer
- --------------------------------------- (Principal Financial Officer and
G. Thomas Rochford, Jr. Principal Accounting Officer)
/s/ Thomas H. Van Weeldan Director, President and
- --------------------------------------- Chief Executive Officer of
Thomas H. Van Weeldan Allied Waste North America, Inc.
as Managing Member
/s/ Henry L. Hirvela Director, Vice President -- Chief
- --------------------------------------- Financial Officer of Allied Waste
Henry L. Hirvela North America, Inc. as Managing
Member
/s/ Steven M. Helm Director, Vice President -- Legal
- --------------------------------------- and Corporate Secretary of Allied
Steven M. Helm Waste North America, Inc.
as Managing Member
II-19
<PAGE> 104
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule N hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
N hereto.
By: Liberty Waste Services
of Illinois, L.L.C.
Managing Member
By: Liberty Waste
Services Limited, L.L.C
Managing Member
By: American Disposal
Services of Illinois, Inc.
Managing Member
By: /s/ Donald W. Slager
__________________________
Donald W. Slager
President
SIGNATURE TITLE
/s/ Donald W. Slager
__________________________________________ Director and President of
Donald W. Slager American Disposal Services of
Illinois, Inc.
/s/ G. Thomas Rochford, Jr.
__________________________________________ Director and Treasurer of
G. Thomas Rochford, Jr. American Disposal Services of
Illinois, Inc.
/s/ James S. Eng
__________________________________________ Director of American Disposal
James S. Eng Services of Illinois, Inc.
II-20
<PAGE> 105
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule O hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
O hereto.
By: Draw Enterprises Real Estate, Inc.
General Partner
By: /s/ Donald W. Slager
------------------------------
Donald W. Slager
Executive Vice-President
SIGNATURE TITLE
/s/ Donald W. Slager Director and Executive
- --------------------------------------- Vice President of Draw Enterprises
Donald W. Slager Real Estate, Inc.
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
- --------------------------------------- Draw Enterprises Real Estate, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng Director of Draw Enterprises
- --------------------------------------- Real Estate, Inc.
James S. Eng
II-21
<PAGE> 106
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule P hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
P hereto.
By: Liberty Waste Services Limited, L.L.C.
Managing Member
By: American Disposal
Services of Illinois, Inc.
Managing Member
By: /s/ Donald W. Slager
________________________________________
Donald W. Slager
President
SIGNATURE TITLE
/s/ Donald W. Slager
__________________________________________ Director and President of
Donald W. Slager American Disposal Services of
Illinois, Inc.
/s/ G. Thomas Rochford, Jr.
__________________________________________ Director and Treasurer of
G. Thomas Rochford, Jr. American Disposal Services of
Illinois, Inc.
/s/ James S. Eng
__________________________________________ Director of American Disposal
James S. Eng Services of Illinois, Inc.
II-22
<PAGE> 107
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule Q hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
Q hereto.
By: American Disposal Services
of Illinois, Inc.
Managing Member
By: /s/ Donald W. Slager
----------------------------
Donald W. Slager
President
SIGNATURE TITLE
/s/ Donald W. Slager Director and President of
- -------------------------------------------- American Disposal Services
Donald W. Slager of Illinois, Inc.
as Managing Member
/s/ G. Thomas Rochford, Jr.
- ------------------------------------------ Director and Treasurer of
G. Thomas Rochford, Jr. American Disposal Services of
Illinois, Inc.
/s/ James S. Eng
- ------------------------------------------ Director of American Disposal
James S. Eng Services of Illinois, Inc.
II-23
<PAGE> 108
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule R hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
R hereto.
By: Rabanco Recycling, Inc.
General Partner
By: /s/ Donald W. Slager
--------------------------
Donald W. Slager
Executive Vice-President
By: Paper Fibers, Inc.
General Partner
By: /s/ Donald W. Slager
--------------------------
Donald W. Slager
Executive Vice-President
SIGNATURE TITLE
/s/ Donald W. Slager Director and Executive
- --------------------------------------- Vice President of
Donald W. Slager Rabanco Recycling, Inc.
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
- --------------------------------------- Rabanco Recycling, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng Director of Rabanco Recycling, Inc.
- ---------------------------------------
James S. Eng
/s/ Donald W. Slager Director and Executive
- --------------------------------------- Vice President of
Donald W. Slager Paper Fibers, Inc.
/s/ G. Thomas Rochford, Jr. Director of Treasurer of
- --------------------------------------- Paper Fibers, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng Director of Paper Fibers, Inc.
- ---------------------------------------
James S. Eng
II-24
<PAGE> 109
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule S hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
S hereto.
By: /s/ Donald W. Slager
---------------------------------
Donald W. Slager
Executive Vice-President
POWER OF ATTORNEY
Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr., 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
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the 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 in the
capacities indicated on January 27, 1999.
SIGNATURE TITLE
/s/ Donald W. Slager Director and Executive Vice-President
------------------------------------ (Principal Executive Officer)
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director and Treasurer
------------------------------------ (Principal Financial Officer and
G. Thomas Rochford, Jr. Principal Accounting Officer)
/s/ James S. Eng Director
------------------------------------
James S. Eng
II-26
<PAGE> 110
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule T hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
T hereto.
By: ECDC Holdings, Inc.
Managing Member
By: /s/ Donald W. Slager
--------------------------
Donald W. Slager
Executive Vice-President
SIGNATURE TITLE
/s/ Donald W. Slager Director and Executive Vice-President
- --------------------------------------- of ECDC Holdings Inc.
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
- --------------------------------------- ECDC Holdings, Inc.
G. Thomas Rochford, Jr.
/S/ James S. Eng Director of
- --------------------------------------- ECDC Holdings, Inc.
James S. Eng
II-27
<PAGE> 111
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule U hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
U hereto.
By: Allied Waste Systems, Inc.
Managing Member
By: /s/ Donald W. Slager
----------------------------
Donald W. Slager
President
SIGNATURE TITLE
/s/ Donald W. Slager Director and Executive Vice-President of
- ----------------------------------- Allied Waste Systems, Inc.
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
- ----------------------------------- Allied Waste Systems, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng Director of Allied Waste
- ----------------------------------- Systems, Inc.
James S. Eng
II-28
<PAGE> 112
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule V hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
V hereto.
By: Rabanco Recycling, Inc.
General Partner
By: /s/ Donald W. Slager
---------------------------------
Donald W. Slager
Executive Vice-President
By: Rabanco, Ltd.
By: /s/ Donald W. Slager
---------------------------------
Donald W. Slager
Executive Vice-President
SIGNATURE TITLE
/s/ Donald W. Slager Director and Executive
------------------------------------ Vice President of
Donald W. Slager Rabanco Recycling, Inc.
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
------------------------------------ Rabanco Recycling, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng Director of
------------------------------------ Rabanco Recycling, Inc.
James S. Eng
/s/ Donald W. Slager Director and Executive
------------------------------------ Vice President of
Donald W. Slager Rabanco, Ltd.
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
------------------------------------ Rabanco, Ltd.
G. Thomas Rochford, Jr.
/s/ James S. Eng Director of
------------------------------------ Rabanco, Ltd.
James S. Eng
II-29
<PAGE> 113
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule W hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
W hereto.
By: United Waste Control Corp.
General Partner
By: /s/ Donald W. Slager
------------------------------
Donald W. Slager
Executive Vice-President
SIGNATURE TITLE
/s/ Donald W. Slager Director and Executive
- ----------------------------------- Vice President of United
Donald W. Slager Waste Control Corp.
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
- ----------------------------------- United Waste Control Corp.
G. Thomas Rochford, Jr.
/s/ James S. Eng Director of United Waste
- ----------------------------------- Control Corp.
James S. Eng
II-30
<PAGE> 114
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule X hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
X hereto.
By: Paper Fibres Company
General Partner
By: Rabanco Recycling, Inc.
General Partner
By: /s/ Donald W. Slager
---------------------------------
Donald W. Slager
Executive Vice-President
By: Paper Fibers, Inc.
General Partner
By: /s/ Donald W. Slager
---------------------------------
Donald W. Slager
Executive Vice-President
By: CCAI, Inc.
General Partner
By: /s/ Donald W. Slager
---------------------------------
Donald W. Slager
Executive Vice-President
By: SSWI, Inc.
General Partner
By: /s/ Donald W. Slager
---------------------------------
Donald W. Slager
Executive Vice-President
SIGNATURE TITLE
/s/ Donald W. Slager Director and Executive Vice-President of
------------------------------------ Rabanco Recycling, Inc.
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
- ------------------------------------ Rabanco Recycling, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng
- ------------------------------------ Director Rabanco Recycling, Inc.
James S. Eng
/s/ Donald W. Slager Director and Executive Vice-President of
- ------------------------------------ Paper Fibers, Inc.
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
- ------------------------------------ Paper Fiber, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng
- ------------------------------------ Director of Paper Fibers, Inc.
James S. Eng
/s/ Donald W. Slager Director and Executive Vice-President of
------------------------------------ CCAI, Inc.
Donald W. Slager
/s/ G. Thomas Rochford, Jr.
- ------------------------------------ Director and Treasurer of CCAI, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng
- ------------------------------------ Director of CCAI, Inc.
James S. Eng
/s/ Donald W. Slager Director and Executive Vice-President of
------------------------------------ SSWI, Inc.
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
------------------------------------ SSWI, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng Director of SSWI, Inc.
------------------------------------
James S. Eng
II-31
<PAGE> 115
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule Y hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it 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 the 27th day of January, 1999.
On behalf of each Subsidiary
Guarantor listed on Schedule
Y hereto.
By: WJR Environmental, Inc.
General Partner
By: /s/ Donald W. Slager
------------------------------
Donald W. Slager
Executive Vice-President
SIGNATURE TITLE
/s/ Donald W. Slager Director and Executive Vice-President of
- ----------------------------------- WJR Environmental, Inc.
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
- ----------------------------------- WJR Environmental, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng Director of WJR Environmental, Inc.
- -----------------------------------
James S. Eng
II-32
<PAGE> 116
EXHIBIT INDEX
NUMBER DESCRIPTION
*4.1 Indenture relating to the 1998 Senior Notes, dated as of December 23,
1998, by and among the Company and U.S. Bank Trust National
Association, as Trustee, with respect to the Notes and Exchange
Notes.
*4.2 Five Year Series Supplement Indenture relating to the 1998 Five Year
Note, dated December 23, 1998, among the Company, the Guarantors and
the Trustee.
*4.3 Form of Series B Five Year Note (included in Exhibit 4.2)
*4.4 Seven Year Series Supplement Indenture relating to the 1998 Seven
Year Note, dated December 23, 1998, among the Company, the Guarantors
and the Trustee.
*4.5 Form of Series B Seven Year Note (included in Exhibit 4.4)
*4.6 Ten Year Series Supplement Indenture relating to the 1998 Ten Year
Note, dated December 23, 1998, among the Company, the Guarantors and
the Trustee.
*4.7 Form of Series B Ten Year Note (included in Exhibit 4.6)
**5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson, as to the
legality of the securities, dated January 26, 1999.
*10.1 Registration Rights Agreement, dated as of December 23, 1998, by and
among the Company, the Guarantors and Donaldson, Lufkin & Jenrette
Securities Corporation, relating to the $225,000,000 7 3/8% Senior
Notes due 2004.
*10.2 Registration Rights Agreement, dated December 23, 1998, by and among
the Company, the Guarantors, and Donaldson, Lufkin & Jenrette
Securities Corporation, relating to the $600,000,000 7 5/8% Senior
Notes due 2006.
*10.3 Registration Rights Agreement, dated December 23, 1998, by and among
the Company, the Guarantors, and Donaldson, Lufkin & Jenrette
Securities Corporation, Goldman Sachs & Co, Credit Suisse First
Boston, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley Dean Witter Incorporated, Bear, Stearns & Co. Inc., BT Alex.
Brown, CIBC Oppenheimer, Salomon Smith Barney Inc., relating to the
$875,000,000 7 7/8% Senior Notes due 2009.
*10.4 Purchase Agreement dated December 14, 1998, by and among the Company,
the Guarantors and Donaldson, Lufkin & Jenrette Securities
Corporation, with respect to the 1998 Senior Notes.
12.1 Ratio of earnings to fixed charges. (Incorporated by Reference to
Exhibit 12 to Allied's Form 10-Q dated September 30, 1998.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5.1)
**23.2 Consent of Arthur Andersen LLP.
**23.3 Consent of Sweeney Conrad PC
**23.4 Consent of Ernst & Young LLP.
**24.1 Powers of Attorney (included in the signature pages to this
Registration Statement).
*25.1 Statement of Eligibility and Qualification of Trustee on Form T-1 of
U.S. Bank Trust National Association under the Trust Indenture Act of
1939.
27.1 Restated financial data schedule for the year ended December 31,
1997. (Incorporated by Reference to Allied's Form 8-K filed on
October 29, 1998)
27.2 Restated financial data schedule for the year ended December 31,
1996. (Incorporated by Reference to Allied's Form 8-K filed on
October 29, 1998)
27.3 Restated financial data schedule for the year ended December 31,
1995. (Incorporated by Reference to Allied's Form 8-K filed on
October 29, 1998)
**99.1 Letter of Transmittal, with respect to exchange Old Senior Notes and
Exchange Notes.
**99.2 Notice of Guaranteed Delivery, with respect to Old Senior Notes and
Exchange Notes.
**99.3 Instructions to Registered Holders from Beneficial Owners, with
respect to the Old Senior Notes and Exchange Notes.
**99.4 Letter to Registered Holders.
**99.5 Letter to Our Clients.
* Previously Filed.
** Filed Herewith.
<PAGE> 1
EXHIBIT 5.1
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]
212-859-8000
(FAX: 212-859-4000)
January 26, 1999
Allied Waste Industries, Inc.
Allied Waste North America, Inc.
Subsidiary Guarantors Listed on Schedule A hereto
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 ("Allied"), its wholly-owned subsidiary, Allied Waste North
America, Inc., a Delaware corporation (the "Company"), and each of the
subsidiaries of the Company listed on Schedule A hereto (the "Subsidiary
Guarantors") in connection with the Registration Statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the proposed exchange of up to $225,000,000 in
principal amount of its 7 3/8% Series B Senior Notes due 2004 (the "Five Year
Series B Notes"), $600,000,000 in principal amount of its 7 5/8% Series B Senior
Notes due 2006 (the "Seven Year Series B Notes"), and $875,000,000 in principal
amount of its 7 7/8% Series B Senior Notes due 2009 (the "Ten Year Series B
Notes" and, together with the Five Year Series B Notes and the Seven Year Series
B Notes, the "New Senior Notes") for a like principal amount of the Company's
issued and outstanding 7 3/8% Series A Senior Notes due 2004, 7 5/8% Series A
Senior Notes due 2006, and 7 7/8% Series A Senior Notes due 2009 (the "Old
Senior Notes") pursuant to the Indenture, dated December 23, 1998, as
supplemented by the First, Second and Third Supplemental Indentures thereto,
each dated December 23, 1998 (the "Indenture"), between the Company and U.S.
Bank Trust National Association (the "Trustee"). Pursuant to the Indenture, the
Old Senior Notes are, and the New Senior Notes will be, unconditionally
guaranteed, jointly and severally, on a senior basis, as to the payment of
principal, premium, if any, and interest by Allied and the Subsidiary Guarantors
(the "Senior Guarantees"). Additionally, the Subsidiary Guarantors' obligations
under the
<PAGE> 2
January 26, 1999
Allied Waste Industries, Inc.
Allied Waste North America, Inc.
Subsidiary Guarantors Listed on Schedule A hereto
Senior Guarantees are unconditionally guaranteed on a senior basis, by Allied
(the "Allied Senior Guarantee", and, together with the Senior Guarantees, the
"Guarantees").
All capitalized terms used herein that are defined in, or by reference
in, the Registration Statement have the meanings assigned to such terms therein
or by reference therein, unless otherwise defined herein. With your permission,
all assumptions and statements of reliance herein have been made without any
independent investigation or verification on our part except to the extent
otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments (including the Letter of
Transmittal), documents and records of the Company, such certificates of public
officials and such other documents (collectively, the "Documents"), and (iii)
received such information from officers and representatives of the Company as we
have deemed necessary or appropriate for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all
natural persons executing Documents, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to original
or certified documents of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant to the opinions
expressed herein, we have relied upon, and assume the accuracy of,
representations and warranties contained in the Documents and certificates and
oral or written statements and other information of or from representatives of
the Company and others and assume compliance on the part of all parties to the
Documents with their covenants and agreements contained therein.
To the extent it may be relevant to the opinions expressed herein, we
have assumed that the parties to the Documents other than the Company have the
power and authority to enter into and perform such documents and to consummate
the transactions contemplated thereby, that the Documents have been duly
authorized, executed and delivered by, and constitute legal, valid and binding
obligations of such parties enforceable against such parties in accordance with
their terms, and that such parties will comply with all of their obligations
under the Documents and all laws applicable thereto.
Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that:
(1) When the Registration Statement has become effective under the
Securities Act, the New Senior Notes have been executed by the Company and
duly authenticated by the Trustee and delivered in exchange for the Old
Senior Notes in
2
<PAGE> 3
January 26, 1999
Allied Waste Industries, Inc.
Allied Waste North America, Inc.
Subsidiary Guarantors Listed on Schedule A hereto
accordance with the terms of the Indenture, the New Senior Notes will
constitute valid and binding obligations of the Company, entitled to the
benefits of the Indenture.
(2) When the Registration Statement has become effective under the
Securities Act, the Senior Guarantees and the Allied Senior Guarantee have
been endorsed on the New Senior Notes, the New Senior Notes have been duly
executed and authenticated and delivered in exchange for the Old Senior
Notes in accordance with the terms of the Indenture, the Guarantees will
constitute valid and binding obligations of Allied and the Subsidiary
Guarantors, as the case may be, and the Allied Senior Guarantee will
constitute a valid and binding obligation of Allied.
The opinions set forth above are subject to the following
qualifications:
(A) We express no opinion as to the validity, binding effect or
enforceability of any provision of the New Senior Notes, the Guarantees or
the Indenture:
(i) relating to indemnification, contribution or exculpation
(I) in connection with violations of any applicable laws, statutory
duties or public policy, or (II) in connection with willful,
reckless or unlawful acts or gross negligence of the indemnified or
exculpated party or the party receiving contribution, or (III)
under circumstances involving the negligence of the indemnified or
exculpated party or the party receiving contribution in which a
court might determine the provision to be unfair or insufficiently
explicit;
(ii) relating to (I) forum selection or submission to
jurisdiction (including, without limitation, any waiver of any
objection to venue in any court or of any objection that a court is
an inconvenient forum) to the extent that the validity, binding
effect or enforceability of any such provision is to be determined
by any court other than a court of the State of New York, or (II)
choice of governing law to the extent that the validity, binding
effect or enforceability of any such provision is to be determined
by any court other than a court of the State of New York applying
the choice of law principles of the State of New York;
(iii) specifying that provisions thereof may be waived only in
writing, to the extent that an oral agreement or an implied
agreement by trade practice or course of conduct has been created
that modifies any such provision;
(iv) requiring or relating to payment of interest (or discount
or equivalent amounts) or any premium or payment at a rate or in an
amount, after the maturity or after or upon acceleration of the
respective liabilities evidenced
3
<PAGE> 4
January 26, 1999
Allied Waste Industries, Inc.
Allied Waste North America, Inc.
Subsidiary Guarantors Listed on Schedule A hereto
thereby, or upon prepayment, that a court would determine in the
circumstances under applicable law to be commercially unreasonable
or a penalty or a forfeiture;
(v) relating to any purported waiver, release, variation,
disclaimer, consent or other agreement to similar effect (all of
the foregoing, collectively, a "Waiver") by the Company under any
of the New Senior Notes, the Guarantees or the Indenture to the
extent limited by section 1-102(3) of the UCC or other provisions
of applicable law (including judicial decisions), or to the extent
that such a Waiver applies to a right, claim, duty, defense or
ground for discharge otherwise existing or occurring as a matter of
law (including judicial decisions), except to the extent that such
a Waiver is effective under, and is not prohibited by or void or
invalid under provisions of applicable law (including judicial
decisions); and
(vi) purporting to give any person or entity the power to
accelerate obligations without any notice to the obligor.
(B) Our opinions above are subject to the following:
(i) applicable bankruptcy, insolvency, moratorium, fraudulent
conveyance, reorganization, moratorium and other laws affecting
creditors' rights and remedies generally;
(ii) general principles of equity, including, without
limitation, standards of materiality, good faith, fair dealing and
reasonableness, equitable defenses and limits as to the
availability of equitable remedies, whether such principles are
considered in a proceeding at law or in equity; and
(iii) our opinion is subject to the effect of, and we express
no opinion with respect to, the application or compliance with
state securities or Blue Sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the captions
"Validity of the New Senior Notes" in the Prospectus forming a part of the
Registration Statement. In giving these consents, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
The opinions expressed herein are limited to the federal laws of the
United States of America, the laws of the State of New York and, to the extent
relevant to the opinion expressed herein, the Delaware General Corporation Law,
as currently in effect. The opinion given in paragraph 2 above, is based solely
upon an examination of the applicable state corporate laws, limited liability
companies acts and partnership acts for the respective states of organization of
the Subsidiary Guarantors listed on Schedule A
4
<PAGE> 5
January 26, 1999
Allied Waste Industries, Inc.
Allied Waste North America, Inc.
Subsidiary Guarantors Listed on Schedule A hereto
hereto, as reported in standard compilations, and excludes any review of any
decisions interpreting or commenting on any of these sections or any other
review. The opinions expressed herein are given as of the date hereof, and we
undertake no obligation to supplement this letter if any applicable laws change
after the date hereof or if we become aware of any facts that might change the
opinions expressed herein after the date hereof or for any other reason.
The opinions expressed herein are solely for the benefit of the
Company, Allied, the Subsidiary Guarantors and U.S. Bank Trust National
Association, as trustee under each of the Indentures (who may rely on this
letter as though it were an addressee) and may not be relied upon in any manner
or for any purpose by any other person and may not be quoted in whole or in part
without our prior written consent.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ David C. Golay
-------------------------------------
David C. Golay
5
<PAGE> 6
SCHEDULE A
Guarantors
Parent Guarantor
NAME OF PARENT GUARANTOR STATE OF ORGANIZATION
- --------------------------------------------------------------------------------
Allied Waste Industries, Inc. Delaware
Subsidiary Guarantors
NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
- --------------------------------------------------------------------------------
A-1 Service, Inc. Iowa
Aaro Waste Paper Company Michigan
AAWI, Inc. Texas
Able Sanitation, Inc. Michigan
Adrian Landfill, Inc. Michigan
ADS, Inc. Oklahoma
ADS of Illinois, Inc. Illinois
Affordable Dumpsters, Inc Illinois
Alabama Recycling Services, Inc. Alabama
Alaska Street Associates, Inc. Washington
Allied Acquisition Pennsylvania, Inc. Pennsylvania
Allied Acquisition Two, Inc. Massachusetts
Allied Cartage, Inc. Massachusetts
Allied Gas Recovery Systems, L.L.C. Delaware
Allied Nova Scotia, Inc. Delaware
Allied Services, LLC Delaware
Allied Waste Company, Inc. Delaware
Allied Waste Industries (Arizona), Inc. Arizona
Allied Waste Industries of New York, Inc. New York
Allied Waste Landfill Holdings, Inc. Delaware
Allied Waste of California, Inc. California
Allied Waste of Long Island, Inc. New York
Allied Waste of New Jersey, LLC Delaware
Allied Waste Rural Sanitation, Inc. Delaware
Allied Waste Services, Inc. (MA) Massachusetts
Allied Waste Systems, Inc. (Del. Corp.) Delaware
Allied Waste Systems, Inc. (Ohio) Ohio
Allied Waste Systems, Inc. (Texas, Inc.)
Allied Waste Systems Holdings, Inc. Delaware
Allied Waste Transportation, Inc. Delaware
Americal Co. Michigan
American Disposal Services, Inc. Delaware
American Disposal Services of Illinois, Inc. Delaware
American Disposal Services of Kansas, Inc. Kansas
American Disposal Services of Missouri, Inc. Oklahoma
A-1
<PAGE> 7
American Disposal Services of New Jersey, Inc. Delaware
American Disposal Services of West Virginia, Inc. Delaware
American Disposal Transfer Services of Illinois, Inc. Delaware
American Transfer Company, Inc. New York
Anderson Regional Landfill, LLC Delaware
Anson County Landfill NC, LLC Delaware
Apache Junction Landfill Corporation Arizona
Area Disposal, Inc. Illinois
Autoshred, Inc. Missouri
AWIN I Acquisition Corporation Delaware
AWIN Leasing Company, Inc. Delaware
AWIN Management, Inc. Delaware
B & L Waste Handling, Inc. Rhode Island
Bellville Landfill, Inc. Missouri
Better Disposal Services, Inc. Nebraska
Borrego Landfill, Inc. California
Bowers Phase II, Inc. Ohio
Brickyard Disposal & Recycling, Inc. Illinois
Bridgeton Landfill, LLC Delaware
Brunswick Waste Management Facility, LLC Delaware
Butler County Landfill, LLC Delaware
Camelot Landfill TX, LP Delaware
CC Landfill, Inc. Delaware
CCAI, Inc. Washington
CDF Consolidated Corporation Illinois
Celina Landfill, Inc. Ohio
Central Sanitary Landfill, Inc. Michigan
Chambers Development of North Carolina, Inc. North Carolina
Champion Recycling, Inc. New York
Charter Evaporation Resource Recovery Systems California
Cherokee Run Landfill, Inc. Ohio
Chicago Disposal, Inc. Illinois
Citizens Disposal, Inc. Michigan
City-Star Services, Inc. Michigan
Clarkston Disposal, Inc. Michigan
Clinton Disposal Co. Iowa
Community Refuse Disposal, Inc. Nebraska
Consolidated Processing, Inc. Illinois
Container Service, Inc. Missouri
County Disposal, Inc. Delaware
County Disposal (Ohio), Inc. Delaware
County Landfill, Inc. Delaware
County Line Landfill Partnership Indiana
Cousins Carting Corp. New York
Crow Landfill TX, L.P. Delaware
A-2
<PAGE> 8
CRX, Inc. Nevada
D & D Garage Services, Inc. Illinois
D & L Disposal, L.L.C. Delaware
Delta Container Corporation California
Delta Paper Stock Co. California
Denver Regional Landfill, Inc. Colorado
Dinverno, Inc. Michigan
Dinverno Recycling, Inc. Michigan
Dopheide Sanitary Service, Inc. Nebraska
Draw Acquisition Company Eighteen Delaware
Draw Acquisition Company Twenty Two Delaware
Draw Acquisition Company Twenty Three Delaware
Draw Enterprises II, Inc. Illinois
Draw Enterprises Real Estate, Inc. Illinois
Draw Enterprises Real Estate, L.P. Illinois
Duncan Disposal Service, Inc. Michigan
Eagle Industries Leasing, Inc. Michigan
East Coast Waste Systems, Inc. Massachusetts
ECDC Environmental of Humbolt County, Inc. Delaware
ECDC Environmental, L.C. Utah
ECDC Holdings, Inc. Delaware
Ellis County Landfill TX, L.P. Delaware
Ellis Scott Landfill MO, LLC Delaware
Elmhurst Disposal Company Illinois
Enviro Carting, Inc. New York
Environmental Development Corporation Delaware
Environmental Reclamation Company Illinois
Enviro Recycling, Corp. New York
Envotech-Illinois, L.L.C. Delaware
Environtech, Inc. Delaware
Evergreen Scavenger Service, Inc. Delaware
Evergreen Scavenger Service, L.L.C. Delaware
Fred Barbara Trucking Co., Inc. Illinois
Fort Worth Landfill TX, LP Delaware
Forward, Inc. California
G. Van Dyken Disposal Inc. Michigan
Garofalo Brothers, Inc. New Jersey
Garofalo Recycling and Transfer Station Co., Inc. New Jersey
Gary Recycling Services, Inc. Indiana
General Refuse Rolloff Corp. Delaware
Georgia Recycling Services, Inc. Delaware
Golden Eagle Disposals, Inc. New York
Golden Waste Disposal, Inc. Georgia
Great Lakes Disposal Services, Inc. Delaware
Great Midwestern Recovery Systems, Inc. Illinois
A-3
<PAGE> 9
Great Plains Landfill OK, LLC Delaware
Harland's Sanitary Landfill, Inc. Michigan
Hawkeye Disposal Services, Inc. Iowa
Illiana Disposal Partnership Indiana
Illinois Bulk Handlers, Inc. Illinois
Illinois Landfill, Inc. Illinois
Illinois Recycling Services, Inc. Illinois
Independent Trucking Company California
Indiana Recycling Services, Incorporated Indiana
Industrial Services of Illinois, Inc. Illinois
Ingrum Waste Disposal, Inc. Illinois
Jefferson City Landfill, LLC Delaware
Joe Di Rese & Sons, Inc. New Jersey
Key Waste Indiana Partnership Indiana
Lake Shore Distributions, Inc. Illinois
Lathrop Sunrise Sanitation Corporation California
Lee County Landfill SC, LLC Delaware
Lee County Landfill, Inc. Illinois
Lemons Landfill, LLC Delaware
Liberty Waste Holdings, Inc. Delaware
Liberty Waste Services Limited, L.L.C. Delaware
Liberty Waste Services of Illinois, L.L.C. Illinois
Liberty Waste Services of McCook, L.L.C. Delaware
Loop Express, Inc. Illinois
Loop Recycling, Inc. Illinois
Loop Transfer, Incorporated Illinois
Louis Pinto & Son, Inc., Sanitation Contractors New Jersey
Manumit of Florida, Inc. Florida
Mars Road TX, LP Delaware
MCM Sanitation, Inc. New York
Medical Disposal Services, Inc. Illinois
Mesa Disposal, Inc. Arizona
Mesquite Landfill TX, LP Delaware
Metropolitan Disposal, Inc. Massachusetts
Mississippi Waste Paper Company Mississippi
MJS Associates, Inc. Washington
Monarch Disposal, Inc. Illinois
NationsWaste, Inc. Delaware
Newton County Landfill Partnership Indiana
Nimishillen Industrial Park, Inc. Ohio
Northeast Landfill, LLC Delaware
Northeast Sanitary Landfill, Inc. South Carolina
Northwest Recycling, Inc. Illinois
Oakland Heights Development, Inc. Michigan
Oklahoma City Landfill, LLC Oklahoma
A-4
<PAGE> 10
Oklahoma Refuse, Inc. Oklahoma
Organized Sanitary Collectors and Recyclers, Inc. Nebraska
Oscar's Collection System of Fremont, Inc. Nebraska
Otay Landfill, Inc. California
Ottawa County Landfill, Inc. Delaware
Packerton Land Company, L.L.C. Delaware
Packman, Inc. Kansas
Palomar Transfer Station, Inc. California
Paper Fibers, Inc. Washington
Paper Fibres Company Washington
Pinal County Landfill Corporation Arizona
Pinecrest Landfill OK, LLC Delaware
Pine Hill Farms Landfill TX, LP Delaware
Pittsburg County Landfill, Inc. Oklahoma
Pleasant Oaks Landfill TX, LP Delaware
Price & Sons Recycling Company Georgia
R. 18, Inc. Illinois
Rabanco Companies Washington
Rabanco Intermodal/B.C., Inc. Washington
Rabanco, Ltd. Washington
Rabanco Recycling, Inc. Washington
Rabanco Regional Landfill Company Washington
Ramona Landfill, Inc. California
RCS, Inc. Illinois
R.C. Miller Enterprises, Inc. Ohio
R.C. Miller Refuse Service, Inc. Ohio
Recycling Associates, Inc. New York
Recycle Seattle II Washington
Refuse Service, Inc. Missouri
Regional Disposal Company Washington
Reliable Rubbish Disposal, Inc. Massachusetts
Resource Recovery, Inc. Kansas
Ridgeline Trucking, Inc. Illinois
Ross Bros. Waste & Recycling Co. Ohio
Royal Holdings, Inc. Michigan
Roxana Landfill, Inc. Illinois
Rural Sanitation Service, Inc. of North Carolina South Carolina
S & L, Inc. Washington
S & S Environmental, Inc. Michigan
S & S Recycling, Inc. Georgia
San Marcos NCRRF, Inc. California
Sanitary Disposal Services, Inc. Michigan
Sanitran, Inc. New York
Saugus Disposal, Inc. Massachusetts
Sauk Trail Development, Inc. Michigan
A-5
<PAGE> 11
Selas Enterprises LTD New York
Show-Me Landfill, LLC Delaware
Shred-All Recycling, Inc. Illinois
South Chicago Disposal, Inc. of Indiana Indiana
Southeast Landfill, LLC Delaware
Southwest Waste, Inc. Missouri
SSWI, Inc. Washington
Standard Disposal Services, Inc. Michigan
Standard Disposal Services of Florida, Inc. Florida
Standard Environmental Services, Inc. Michigan
Standard Waste, Inc. Delaware
Stark Recycling Center, Inc. Ohio
Stewart Trash & Recycling Services, Inc. Missouri
Streator Area Landfill, Inc. Illinois
Suburban Transfer, Inc. Illinois
Suburban Warehouse, Inc. Illinois
Sunrise Sanitation Service, Inc. California
Sunset Disposal, Inc. Kansas
Sunset Disposal Services, Inc. California
Sycamore Landfill, Inc. California
Tates Transfer Systems, Inc. Missouri
T & G Container, Inc. Indiana
Tom Luciano's Disposal Service, Inc. New Jersey
Top Disposal Service, Inc. Illinois
Tricil (N.Y.) Inc. New York
Tri-State Recycling Services, Inc. Illinois
Tri-State Refuse Corporation Arizona
Tri-State Refuse Equipment Sales & Service, Inc. Ohio
Turkey Creek Landfill TX, LP Delaware
Turnpike Leasing, Inc. Massachusetts
United Waste Control Corp. Washington
United Waste Systems of Central Michigan, Inc. Michigan
Upper Rock Island County Landfill, Inc. Illinois
USA Waste of Illinois, Inc. Illinois
U.S. Disposal II Washington
Vining Disposal Service, Inc. Massachusetts
Vinnie Monte's Waste Systems, Inc. New York
Waste Associates, Inc. Washington
Wastehaul, Inc. Indiana
Waste Reclaiming Services, Inc. Illinois
Wayne County Landfill IL, Inc. Delaware
WJR Environmental, Inc. Washington
Williams County Landfill, Inc. Ohio
World Sanitation Corporation New York
A-6
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment Number One to Registration Statement on Form S-4
(File No. 333-70709) of our report dated February 16, 1998 included in Allied
Waste Industries, Inc.'s Form 10-K for the year ended December 31, 1997, as
amended by 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, on Allied Waste Industries, Inc.'s December 31, 1997
Supplemental Consolidated Financial Statements included in Allied Waste
Industries, Inc.'s Current Report on Form 8-K filed October 29, 1998.
/s/ Arthur Andersen LLP
Phoenix, Arizona,
January 26, 1999
<PAGE> 1
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-4 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.
/s/ SWEENEY CONRAD, P.S.
Bellevue, Washington
January 26, 1999
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement Form S-4 (No. 333-70709) of the Allied Waste Industries,
Inc. of our report dated February 24, 1998 with respect the consolidated
financial statements of American Disposal Services, Inc. included in the Current
Report on Form 8-K/A-1 dated August 27, 1998.
/s/ Ernst & Young LLP
Chicago, Illinois
January 26, 1999
<PAGE> 1
Exhibit 99.1
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON FEBRUARY 26, 1999
(THE "EXPIRATION DATE"), UNLESS EXTENDED
BY ALLIED WASTE NORTH AMERICA, INC.
ALLIED WASTE NORTH AMERICA, INC.
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
ALL OUTSTANDING 7 3/8% SERIES A SENIOR NOTES DUE 2004
IN EXCHANGE FOR
7 3/8% SERIES B SENIOR NOTES DUE 2004
ALL OUTSTANDING 7 5/8% SERIES A SENIOR NOTES DUE 2006
IN EXCHANGE FOR
7 5/8% SERIES B SENIOR NOTES DUE 2006
ALL OUTSTANDING 7 7/8% SERIES A SENIOR NOTES DUE 2009
IN EXCHANGE FOR
7 7/8% SERIES B SENIOR NOTES DUE 2009
OF
ALLIED WASTE NORTH AMERICA, INC.
THE EXCHANGE OFFER WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 26, 1999, UNLESS EXTENDED.
AS DESCRIBED HEREIN, WITHDRAWAL RIGHTS WITH RESPECT TO THE EXCHANGE OFFER
ARE EXPECTED TO EXPIRE AT THE EXPIRATION OF THE EXCHANGE OFFER
EXCHANGE AGENT:
U.S. BANK TRUST NATIONAL ASSOCIATION
<TABLE>
<S> <C>
By Hand, Mail or Overnight Delivery: By Facsimile for Eligible Institutions:
180 East Fifth Street (651) 244-1537
St. Paul, Minnesota 55101
Attention: Specialized Finance Department Confirm by Telephone: (651) 244-5011
</TABLE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY AND PRINT OR TYPE ALL
RESPONSES.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONES LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned hereby acknowledges receipt of the Prospectus dated
January 27, 1999 (the "Prospectus") of Allied Waste North America, Inc. (the
"Company") and this Letter of Transmittal, which together constitute the
Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of
its 7 3/8% Series B Senior Notes due 2004, 7 5/8% Series B Senior Notes due 2006
and 7 7/8% Series B Senior Notes due 2009 (collectively, the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the Prospectus
is a part for each $1,000 principal amount of its outstanding 7 3/8% Series A
Senior Notes due 2004, 7 5/8% Series A Senior Notes due 2006 and 7 7/8% Series A
Senior Notes due 2009 (collectively, the "Old Senior Notes"). The term
"Expiration Date" shall mean 5:00 p.m., New York City time, on February 26,
1999, unless the Company extends the Exchange Offer, in which case the term
shall mean the latest date and time to which the Exchange Offer is extended.
Following the consummation of the Exchange Offer, neither the Old Senior Notes
nor the Exchange Notes will be entitled to the contingent
<PAGE> 2
increase in interest rate provided pursuant to the Indenture and the Old Senior
Notes. Following the consummation of the Exchange Offer, holders of Old Senior
Notes and Exchange Notes will not have any further registration rights, and the
Old Senior Notes will continue to be subject to certain restrictions on
transfer. Capitalized terms used but not defined herein have the meaning given
to them in the Prospectus.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
2
<PAGE> 3
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Old Senior Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate or
Registration Numbers and Principal Amounts should be listed on a separate signed
schedule affixed hereto.
DESCRIPTION OF OLD SENIOR NOTES TENDERED HEREWITH
<TABLE>
<CAPTION>
NAME(S) AND ADDRESS(ES) OF AGGREGATE PRINCIPAL
REGISTERED HOLDER(S) CERTIFICATE AMOUNT REPRESENTED BY PRINCIPAL AMOUNT
(PLEASE FILL IN) NUMBER(S)* OLD NOTES TENDERED**
---------------- ---------- --------- ----------
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
TOTAL
</TABLE>
- ----------------
* Need not be completed by Book-entry Holders.
** Unless otherwise indicated, the Holder will be deemed to have tendered the
full aggregate principal amount represented by such Old Senior Notes. All
tenders must be in integral multiples of $1,000. See Instruction 2.
This Letter of Transmittal is to be used (i) if certificates of Old Senior
Notes are to be forwarded herewith, (ii) if delivery of Old Senior Notes is to
be made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company, ("DTC") pursuant to the procedures set forth in
"The Exchange Offer -- Procedures for Tendering Old Senior Notes" in the
Prospectus or (iii) tender of the Old Senior Notes is to be made according to
the guaranteed delivery procedures described in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 1.
Delivery of documents to a book-entry transfer facility does not constitute
delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Old Senior Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer. Holders who wish to tender their Old Senior
Notes must complete this letter in its entirety.
Holders whose Old Senior Notes are not immediately available or who cannot
deliver their Old Senior Notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date may tender their Old Senior
Notes according to the guaranteed delivery procedure set forth in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures." See
Instruction 1.
/ / CHECK HERE IF TENDERED OLD SENIOR NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
------------------------------------------
DTC: Account Number:
----------------------------------------------------
Transaction Code Number:
------------------------------------------------
/ / CHECK HERE IF TENDERED OLD SENIOR NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):
--------------------------------------------
3
<PAGE> 4
Name of Eligible Institution that Guaranteed Delivery:
------------------
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
--------------------------------------------------------------------
Address:
--------------------------------------------------------------------
4
<PAGE> 5
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the above-described principal amount
of Old Senior Notes. Subject to, and effective upon, the acceptance for exchange
of the Old Senior Notes tendered herewith, the undersigned hereby exchanges,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to such Old Senior Notes. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that said Exchange
Agent acts as the agent of the undersigned in connection with the Exchange
Offer) to cause the Old Senior Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and authority to
tender, exchange, assign and transfer the Old Senior Notes and to acquire
Exchange Notes issuable upon the exchange of such tendered Old Senior Notes, and
that, when the same are accepted for exchange, the Company will acquire good and
unencumbered title to the tendered Old Senior Notes, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Company to
be necessary or desirable to complete the exchange, assignment and transfer of
tendered Old Senior Notes or to transfer ownership of such Old Senior Notes on
the account books maintained by The Depository Trust Company (the "DTC").
The undersigned acknowledges that this Offer is being made in reliance
on an interpretation by the staff of the Securities and Exchange Commission (the
"SEC") that the Exchange Notes issued pursuant to the Exchange Offer in exchange
for the Old Senior Notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than broker-dealers, as set forth below,
and any such holder which is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act provided that such Exchange
Notes are acquired in the ordinary course of such holders' business and such
holders have no arrangement or understanding with any person to participate in
the distribution of such Exchange Notes.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer --Acceptance of Old Senior
Notes for Exchange; Delivery of New Senior Notes." The undersigned recognizes
that as a result of these conditions (which may be waived, in whole or in part,
by the Company) as more particularly set forth in the Prospectus, the Company
may not be required to exchange any of the Old Senior Notes tendered hereby and,
in such event, the Old Senior Notes not exchanged will be returned to the
undersigned at the address shown below the signature of the undersigned.
By tendering, each Holder of Old Senior Notes represents to the Company
that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is such Holder, (ii) neither the
Holder of Old Senior Notes nor any such other person is participating in,
intends to participate in or has an arrangement or understanding with any person
to participate in, the distribution of such Exchange Notes, (iii) if the Holder
is not a broker-dealer or is a broker-dealer but will not receive Exchange Notes
for its own account in exchange for Old Senior Notes, neither the Holder nor any
such other person is engaged in or intends to participate in a distribution of
the Exchange Notes and (iv) neither the Holder nor any such other person is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act. If the tendering Holder tenders Old Senior Notes with the intention of
participating, or for the purpose of participating, in the distribution of the
Exchange Notes, it acknowledges that it may not rely upon certain
interpretations by the staff of the SEC described in the Exchange Offer, and
that, in the absence of an exemption therefrom, it must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction, and any such secondary resale
transaction must be covered by an effective registration statement containing
the selling securityholder information required by Item 507 of Regulation S-K
under the Securities Act. If the tendering Holder is a broker-dealer (whether or
not it is also an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act) that will receive Exchange Notes for its own account
in exchange for Old Senior Notes, it represents that the Old Senior Notes to be
exchanged for the Exchange Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, the
undersigned is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Company to
be necessary or desirable to complete the exchange, assignment and transfer of
tendered Old Senior Notes or transfer ownership of such Old Senior Notes on the
account books maintained by a book-entry transfer facility. The undersigned
further agrees that acceptance of any tendered Old Senior Notes by the Company
and the issuance of Exchange Notes in exchange therefor shall constitute
performance in full by the Company of its obligations under the Registration
Rights Agreements(1) and that the
(1) Registration Rights Agreement, dated as of December 23, 1998, by and among
the Company, the Guarantors and Donaldson, Lufkin & Jenrette Securities
Corporation, et al., relating to the $225,000,000 7 3/8% Senior Notes due 2004.
Registration Rights Agreement, dated December 23, 1998, by and among
the Company, the Guarantors, and Donaldson, Lufkin & Jenrette Securities
Corporation, et al., relating to the $600,000,000 7 5/8% Senior Notes due 2006.
5
<PAGE> 6
Company shall have no further obligations or liabilities thereunder for the
registration of the Old Senior Notes or the Exchange Notes.
All authority herein conferred or agreed to be conferred shall survive
the death, bankruptcy or incapacity of the undersigned and every obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives of the undersigned. Tendered Old
Senior Notes may be withdrawn at any time prior to 5:00 p.m., New York City time
on the Expiration Date (the "Expiration Date").
Unless otherwise indicated under the caption "Special Registration and
Delivery Instructions" in this Letter of Transmittal, certificates for all
Exchange Notes delivered in exchange for tendered Old Senior Notes and any Old
Senior Notes delivered herewith but not exchanged, in each case registered in
the name of the undersigned, shall be delivered to the undersigned at the
address shown below the signature of the undersigned. If an Exchange Note is to
be issued to a person other than the person(s) signing this Letter of
Transmittal, or if the Exchange Note is to be mailed to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal at an address different than the address shown on this
Letter of Transmittal, the information requested under the appropriate caption
in this Letter of Transmittal should be provided. If Old Senior Notes are
surrendered by Holder(s) that have provided information under either the caption
entitled "Special Registration and Delivery Instructions" in this Letter of
Transmittal, signature(s) on this Letter of Transmittal must be guaranteed by an
Eligible Institution (as defined in Instruction 1).
- -------------------------------------------------------------------------------
Registration Rights Agreement, dated December 23, 1998, by and among
the Company, the Guarantors, and Donaldson, Lufkin & Jenrette Securities
Corporation, et al., relating to the $875,000,000 7 7/8% Senior Notes due 2009.
6
<PAGE> 7
Box 1
______________________________________________________________________________
TENDERING HOLDER(S) SIGN HERE
_______________________________________________________________________________
_______________________________________________________________________________
SIGNATURE(S) OF HOLDER(S)
Dated: _______________, 199_
(Must be signed by registered Holder(s) exactly as name(s) appear(s) on
certificate(s) for Old Senior Notes or by any person(s) authorized to become
registered Holder(s) by endorsements and documents transmitted herewith. If
signature by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, please set forth the full title of such person.) See Instruction 3.
Name(s):_______________________________________________________________________
(PLEASE PRINT)
Capacity (full title): ________________________________________________________
Address:______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.:___________________________________________________
TAX IDENTIFICATION NO.:________________________________________________________
Box 2
_______________________________________________________________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED - SEE INSTRUCTION 3)
Authorized Signature: _________________________________________________________
Name:__________________________________________________________________________
Title: _______________________________________________________________________
Address: ______________________________________________________________________
Name of Firm:__________________________________________________________________
Area Code and Telephone No.: _________________________________________________
Dated: _____________, 199_
_______________________________________________________________________________
BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
________________________________________________________________________________
PAYOR'S NAME: ALLIED WASTE NORTH AMERICA, INC.
<TABLE>
<S> <C> <C>
Part I - PLEASE PROVIDE YOUR TIN IN THE _______________________
BOX AT RIGHT AND CERTIFY BY SIGNING SOCIAL SECURITY NUMBER OR
AND DATING BELOW EMPLOYER IDENTIFICATION
NUMBER
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY Part 2 - Check the box if you are NOT subject
INTERNAL REVENUE SERVICE to back-up withholding under the provisions
of Section 3406 (a) (1) (C) of the Internal
Revenue Code because (1) you have not been
notified that you are subject to back-up
withholding as a result of failure to report
all interest or dividends, (2) the Internal
Revenue Service has notified you that you
are no longer subject to back-up withholding
or (3) you are exempt. / /
PAYOR'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
CERTIFICATE -- UNDER THE PENALTIES OF PART 3
PERJURY, I CERTIFY THAT THE INFORMATION CHECK IF
PROVIDED ON THIS FORM IS TRUE, CORRECT AWAITING TIN
AND COMPLETE.
SIGNATURE_______________ DATE __________ / /
</TABLE>
7
<PAGE> 8
BOX 4
________________________________________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Senior Notes in a principal amount
not tendered, or Exchange Notes are to be issued in the name of someone other
than Notes, person whose signature appears in Box 2.
Issue and deliver:
(check appropriate boxes)
/ / Old Senior Notes not tendered
/ / Exchange Notes, to:
Name __________________________________
(PLEASE TYPE OR PRINT)
Please complete the Substitute form W-9 at Box 3
Tax I.D. or Social Security Number:__________
BOX 5
_______________________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Senior Notes in a principal amount
not tendered, or Exchange Notes are to be delivered to someone other than the
the person whose signature appears in Box 2 or to an address other than that
shown in Box 1.
Deliver:
(check appropriate boxes)
/ / Old Senior Notes not tendered
/ / Exchange Notes, to:
Name __________________________________
(PLEASE TYPE OR PRINT)
Address________________________________
_______________________________________
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
- -- Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY
NUMBER OF -- NUMBER OF --
_________________________________________________________________________________________________________________________
<S> <C> <C> <C>
1. An individual's account The individual 8. Sole proprietorship The owner (4)
account
2. Two or more individuals The actual owner of the 9. A valid trust, The legal entity (Do not
(joint account) account or, if combined or pension furnish the identifying
estate, funds, any one trust number of the personal
of the individuals (1) representative or trustee
unless the legal entity
itself is not designated in
the account title.)(5)
3. Husband and wife (joint The actual owner of the 10. Corporate account The corporation
account) account or, if joint
funds, either person (1)
4. Custodian account of a The minor (2) 11. Religious, The organization
minor (Uniform Gift to charitable, or
Minors Act) educational
organization account
5. Adult and minor (joint The adult or, if the minor 12. Partnership account The partnership account)
account) is the only contributor, held in the name of
the minor (1) the business
6. Account in the name of The ward, minor, or 13. Association, club, or The organization
guardian or committee for incompetent person (3) other tax exempt
a designated ward, minor, organization
or incompetent person
7. a. The usual revocable The grantor-trustee (1) 14. A broker or The broker or nominee
savings trust account registered nominee
(grantor is also
trustee)
b. So-called trust The actual owner (1) 15. Account with the The public entity
account that is not a Department of
legal or valid trust Agriculture in the
under State law name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
</TABLE>
______________
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
8
<PAGE> 9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup with-holding on ALL payments include
the following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
- An international organization or any agency or instrumentality
thereof.
- A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described
in section 4947(a)(I).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section
1441.
- Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid
in money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the
payer.
- Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payee. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.
9
<PAGE> 10
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. Certificates
for all physically delivered Old Senior Notes, as well as a properly completed
and duly executed copy of this Letter of Transmittal or facsimile thereof, and
any other documents required by this Letter of Transmittal, must be received by
the Exchange Agent at any of its addresses set forth herein on or prior to the
Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD SENIOR NOTES
AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER AND,
EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL IT IS
RECOMMENDED THAT REGISTERED MAIL PROPERLY INSURED, WITH RETURN RECEIPT
REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSUME
DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. THIS LETTER OF
TRANSMITTAL AND THE OLD SENIOR NOTES SHOULD NOT BE SENT TO THE COMPANY. HOLDERS
MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES
OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
Holders whose Old Senior Notes are not immediately available or who cannot
deliver their Old Senior Notes and all other required documents to the Exchange
Agent on or prior to the Expiration Date may tender their Old Senior Notes
pursuant to the guaranteed delivery procedure set forth in the Prospectus under
the caption "The Exchange Offer -- Guaranteed Delivery Procedures." Pursuant to
such procedure: (i) such tender must be made by or through an Eligible
Institution (as defined in the Prospectus); (ii) on or prior to the Expiration
Date, the Exchange Agent must have received from such Eligible Institution a
letter, telegram or facsimile transmission setting forth the name and address of
the tendering Holder, the name(s) in which such Old Senior Notes are registered,
and the certificate numbers of the Old Senior Notes to be tendered; and (iii)
all tendered Old Senior Notes as well as this Letter of Transmittal and all
other documents required by this Letter of Transmittal must be received by the
Exchange Agent within three business days after the date of execution of such
letter, telex, telegram or facsimile transmissions, all as provided in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Old Senior Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS. Tenders of Old Senior Notes will be
accepted in denominations of U.S. $1,000 and integral multiples in excess
thereof. If less than the entire principal amount of Old Senior Notes evidenced
by a submitted certificate is tendered; the tendering Holder must fill in the
principal amount tendered in the box entitled "Principal Amount Tendered." A
newly issued certificate for the principal amount of Old Senior Notes submitted
but not tendered will be sent to such Holder as soon as practicable after the
Expiration Date. All Old Senior Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated.
Tenders of Old Senior Notes pursuant to the Exchange Offer are
irrevocable, except that Old Senior Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on
the Expiration Date. To be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the Exchange Agent.
Any such notice of withdrawal must specify the person named in the Letter of
Transmittal as having tendered Old Senior Notes to be withdrawn, the certificate
numbers and designation of the Old Senior Notes to be withdrawn, the principal
amount of Old Senior Notes delivered for exchange, a statement that such a
Holder is withdrawing its election to have such Old Senior Notes exchanged, and
the name of the registered Holder of such Old Senior Notes, and must be signed
by the Holder in the same manner as the original signature on the Letter of
Transmittal (including any required signature guarantees) or be accompanied by
evidence satisfactory to the Company that the person withdrawing the tender has
succeeded to the beneficial ownership of the Old Senior Notes being withdrawn.
If Old Senior Notes have been tendered pursuant to the procedure for book-entry
transfer, any notice of withdrawal must specify the name and number of the
account at the book-entry transfer facility. All questions as to the validity,
form and eligibility (including time of receipt) of such notices will be
determined by the Company, whose determination shall be final and binding on all
parties. Any Old Senior Notes so withdrawn will be deemed not to have been
validly tendered for purposes of the Exchange Offer and no Exchange Notes will
be issued with respect thereto unless the Old Senior Notes so withdrawn are
validly retendered. The Exchange Agent will return the properly withdrawn Old
Senior Notes promptly following receipt of notice of withdrawal. Properly
withdrawn Old Senior Notes may be retendered by following one of the procedures
described in the
10
<PAGE> 11
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering Old
Senior Notes" at any time prior to the Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed
by the registered Holder(s) of the Old Senior Notes tendered hereby, the
Signature must correspond with the name(s) as written on the face of
certificates without alteration, enlargement or change whatsoever.
If any of the Old Senior Notes tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Senior Notes registered in different names are
tendered, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of Old
Senior Notes.
When this Letter of Transmittal is signed by the registered Holder or
Holders of Old Senior Notes listed and tendered hereby, no endorsements of
certificates or separate written instruments of transfer or exchange are
required.
If this Letter of Transmittal is signed by a person other than the
registered Holder or Holders of the Old Senior Notes listed, such Old Senior
Notes must be endorsed or accompanied by separate written instruments of
transfer or exchange in form satisfactory to the Company and duly executed by
the registered Holder or Holders, in either case signed exactly as the name or
names of the registered Holder or Holders appear(s) on the Old Senior Notes.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written instruments
of transfer or exchange required by this Instruction 3 must be guaranteed by an
Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Old Senior Notes are tendered: (i) by a
registered Holder of such Old Senior Notes; or (ii) for the account of any
Eligible Institution.
4. TRANSFER TAXES. The Company shall pay all transfer taxes, if any,
applicable to the exchange of Old Senior Notes pursuant to the Exchange Offer.
If, however, certificates representing Exchange Notes, or Old Senior Notes for
principal amounts not tendered or accepted for exchange, are to be delivered to,
or are to be issued in the name of, any person other than the registered Holder
of the Old Senior Notes tendered hereby, or if a transfer tax is imposed for any
reason other than the exchange of Old Senior Notes pursuant to the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered Holder or any other person) will be payable by the tendering Holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering Holder.
Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the Old Senior Notes listed in this Letter
of Transmittal.
5. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive,
in whole or in part, any of the conditions to the Exchange Offer set forth in
the Prospectus.
6. MUTILATED, LOST, STOLEN OR DESTROYED OLD SENIOR NOTES. Any Holder whose
Old Senior Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated above for further instructions.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent
at the address and telephone number set forth above. In addition, all questions
relating to the Exchange Offer, as well as requests for assistance or additional
copies of the Prospectus and this Letter of Transmittal, may be directed to the
Exchange Agent at the address specified in the Prospectus.
11
<PAGE> 12
8. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or Old
Senior Notes will be resolved by the Company, whose determination will be final
and binding. The Company reserves the absolute right to reject any or all
Letters of Transmittal or tenders that are not in proper form or the acceptance
of which would, in the opinion of the Company's counsel, be unlawful. The
Company also reserves the absolute right to waive any irregularities or
conditions of tender as to the particular Old Senior Notes covered by any Letter
of Transmittal or tendered pursuant to such Letter of Transmittal. None of the
Company, the Exchange Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification. The Company's interpretation of the
terms and conditions of the Exchange Offer shall be final and binding.
9. DEFINITIONS. Capitalized terms used in this Letter of Transmittal and
not otherwise defined have the meanings given in the Prospectus.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER
WITH CERTIFICATES FOR OLD SENIOR NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR
TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.
12
<PAGE> 1
Exhibit 99.2
ALLIED WASTE NORTH AMERICA, INC.
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OFFER FOR ALL OUTSTANDING
ALL OUTSTANDING 7 3/8% SERIES A SENIOR NOTES DUE 2004
IN EXCHANGE FOR
7 3/8% SERIES B SENIOR NOTES DUE 2004
ALL OUTSTANDING 7 5/8% SERIES A SENIOR NOTES DUE 2006
IN EXCHANGE FOR
7 5/8% SERIES B SENIOR NOTES DUE 2006
ALL OUTSTANDING 7 7/8% SERIES A SENIOR NOTES DUE 2009
IN EXCHANGE FOR
7 7/8% SERIES B SENIOR NOTES DUE 2009
OF
ALLIED WASTE NORTH AMERICA, INC.
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 26, 1999, UNLESS EXTENDED.
AS DESCRIBED HEREIN, WITHDRAWAL RIGHTS WITH RESPECT TO THE EXCHANGE OFFER
ARE EXPECTED TO EXPIRE AT THE EXPIRATION OF THE EXCHANGE OFFER
- --------------------------------------------------------------------------------
Registered holders of outstanding 7 3/8% Series A Senior Notes due 2004, 7 5/8%
Series A Senior Notes due 2006 and 7 7/8% Series A Senior Notes due 2009 (the
"Old Senior Notes") of Allied Waste North America, Inc. (the "Company") who wish
to tender their Old Senior Notes in exchange for a like principal amount of 7
3/8% Series B Senior Notes due 2004, 7 5/8% Series B Senior Notes due 2006 and 7
7/8% Series B Senior Notes due 2009 (the "New Senior Notes") of the Company and
whose Old Senior Notes are not immediately available or who cannot deliver their
Old Senior Notes and Letter of Transmittal (the "Letter of Transmittal") (and
any other documents required by the Letter of Transmittal) to U.S. Bank Trust
National Association (the "Exchange Agent"), on or prior to 5:00 p.m., New York
City time on February 26, 1999 (the "Expiration Date"), may use this Notice of
Guaranteed Delivery or one substantially equivalent hereto. This Notice of
Guaranteed Delivery may be delivered by hand or sent by facsimile transmission
(receipt confirmed by telephone and an original delivered by guaranteed
overnight delivery) or mail to the Exchange Agent. See "The Exchange Offer --
Guaranteed Delivery Procedures" in the Prospectus (the "Prospectus").
The Exchange Agent for the Exchange Offer is:
U.S. BANK TRUST NATIONAL ASSOCIATION
By Hand, Mail or Overnight Courier:
U.S. Bank Trust National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Specialized Finance
Department
By Facsimile to Eligible Institutions:
(651) 244-1537
Confirm by telephone to:
(651) 244-5011
<PAGE> 2
Delivery of this Notice of Guaranteed Delivery to an address other than as set
forth above or transmission of instructions via a facsimile transmission to a
number other than as set forth above will not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If
a signature on a Letter of Transmittal is required to be guaranteed by an
Eligible Institution, such signature guarantee must appear in the applicable
space provided on the Letter of Transmittal for Guarantee of Signatures.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Exchange Offer and the Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Old Senior Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus.
The undersigned understands that tenders of Old Senior Notes will be
accepted only in principal amounts equal to U.S. $1,000 or integral multiples
thereof. The undersigned understands that tenders of Old Senior Notes pursuant
to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time
on the Expiration Date. Tenders of Old Senior Notes may also be withdrawn if the
Exchange Offer is terminated without any such Old Senior Notes being purchased
thereunder or as otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s) or
Authorized Signatory:___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Principal Amount of Old Senior Notes Tendered:
U.S. $_____7 3/8% Series A Senior Notes Due 2004
U.S. $_____7 5/8% Series A Senior Notes Due 2006
U.S. $_____7 7/8% Series A Senior Notes Due 2009
Certificate No.(s) of Old Senior Notes
(if available):_________________________________________________________________
________________________________________________________________________________
Name(s) of Registered Holder(s):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone No.:____________________________________________________
Date:___________________________________________________________________________
-2-
<PAGE> 3
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Senior Notes exactly as its (their) name(s) appear on
certificates for Old Senior Notes or on a security position listing as the owner
of Old Senior Notes, or by person(s) authorized to become registered Holder(s)
by endorsements and documents transmitted with this Notice of Guaranteed
Delivery. If a signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or such
representative capacity, such person must provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): __________________________________________________________________
__________________________________________________________________
Capacity: __________________________________________________________________
Address(es): __________________________________________________________________
__________________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or a correspondent in the
United States or an "eligible guarantor institution" as defined by Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby (a) represents that each holder of Old Senior Notes on whose behalf this
tender is being made "own(s)" the Old Senior Notes covered hereby within the
meaning of Rule 14e-4 under the Exchange Act, (b) represents that such tender of
Old Senior Notes complies with such Rule 14e-4, and (c) guarantees that, within
three business days from the date of this Notice of Guaranteed Delivery, a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), together with certificates representing the Old Senior Notes covered
hereby in proper form for transfer and required documents, will be deposited by
the undersigned with the Exchange Agent.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF
TRANSMITTAL AND OLD SENIOR NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN
THE TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL
LOSS TO THE UNDERSIGNED.
Name of Firm:___________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone No.:____________________________________________________
________________________________________________________________________________
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
Title:__________________________________________________________________________
Date:___________________________________________________________________________
DO NOT SEND OLD SENIOR NOTES WITH THIS FORM. OLD SENIOR NOTES SHOULD BE SENT TO
THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER
OF TRANSMITTAL.
-3-
<PAGE> 1
Exhibit 99.3
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
7 3/8% SERIES A SENIOR NOTES DUE 2004
7 5/8% SERIES A SENIOR NOTES DUE 2006
7 7/8% SERIES A SENIOR NOTES DUE 2009
OF
ALLIED WASTE NORTH AMERICA, INC.
To Registered Holders:
The undersigned hereby acknowledges receipt of the Prospectus dated
January 27, 1999 (the "Prospectus"), of Allied Waste North America, Inc. (the
"Company"), and accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer") to exchange U.S. $1,000 principal amount of 7 3/8% Series B Senior Notes
due 2004, 7 5/8% Series B Senior Notes due 2006 and 7 7/8% Series B Senior Notes
due 2009 (the "New Senior Notes") of the Company for each U.S. $1,000 principal
amount of outstanding 7 3/8% Series A Senior Notes due 2004, 7 5/8% Series A
Senior Notes due 2006 and 7 7/8% Series A Senior Notes due 2009 (the "Old Senior
Notes") of the Company, respectively. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be
taken by you relating to the Exchange Offer with respect to the Old Senior Notes
held by you for the account of the undersigned.
The aggregate face amount of the Old Senior Notes held by you for the
account of the undersigned is (fill in amount):
U.S.$____________ of 7 3/8% Series A Senior Notes due 2004
U.S.$____________ of 7 5/8% Series A Senior Notes due 2006
U.S.$____________ of 7 7/8% Series A Senior Notes due 2009.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
/ / To TENDER the following Old Senior Notes held by you for the account
of the undersigned (insert principal amount of Old Senior Notes to be
tendered (if any)):
U.S.$____________ of 7 3/8% Series B Senior Notes due 2004
U.S.$____________ of 7 5/8% Series B Senior Notes due 2006
U.S.$____________ of 7 7/8% Series B Senior Notes due 2009.
/ / NOT to TENDER any Old Senior Notes held by you for the account of the
undersigned.
<PAGE> 2
If the undersigned instructs you to tender Old Senior Notes held by you for
the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
New Senior Notes acquired pursuant to the Exchange Offer are being obtained in
the ordinary course of business of the undersigned, (ii) the undersigned is not
participating in, intends to participate in or has an arrangement or
understanding with any person to participate in, the distribution of such New
Senior Notes, (iii) if the undersigned is not a broker-dealer, or is a
broker-dealer but will not receive New Senior Notes for its own account in
exchange for Old Senior Notes, the undersigned is not engaged in or intends to
participate in the distribution of such New Senior Notes and (iv) the
undersigned is not an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act of 1933, as amended (the "Securities Act"), or, if the
undersigned is an "affiliate," that the undersigned will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable. If the undersigned is a broker-dealer (whether or not it is
also an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act) that will receive New Senior Notes for its own account in
exchange for Old Senior Notes, it represents that such Old Senior Notes were
acquired as a result of market-making activities or other trading activities,
and it acknowledges that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New Senior Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Senior Notes, the undersigned is not deemed to admit that it is an "underwriter"
within the meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s) (please print):___________________________________
Signature(s):_________________________________________________________________
Address:______________________________________________________________________
______________________________________________________________________________
Telephone Number._____________________________________________________________
Taxpayer identification or Social Security Number_____________________________
Date:_________________________________________________________________________
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<PAGE> 1
Exhibit 99.4
ALLIED WASTE NORTH AMERICA, INC.
OFFER TO EXCHANGE
ALL OUTSTANDING 7 3/8% SERIES A SENIOR NOTES DUE 2004
IN EXCHANGE FOR
7 3/8% SERIES B SENIOR NOTES DUE 2004
ALL OUTSTANDING 7 5/8% SERIES A SENIOR NOTES DUE 2006
IN EXCHANGE FOR
7 5/8% SERIES B SENIOR NOTES DUE 2006
ALL OUTSTANDING 7 7/8% SERIES A SENIOR NOTES DUE 2009
IN EXCHANGE FOR
7 7/8% SERIES B SENIOR NOTES DUE 2009
To Registered Holders:
We are enclosing the materials listed below relating to the offer (the
"Exchange Offer") by Allied Waste North America, Inc. (the "Company") to
exchange its 7 3/8% Series B Senior Notes Due 2004, 7 5/8% Series B Senior Notes
Due 2006, and 7 7/8% Series B Senior Notes Due 2009 (collectively, the "New
Senior Notes"), which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like principal amount of its issued and
outstanding 7 3/8% Series A Senior Notes Due 2004, 7 5/8% Series A Senior Notes
Due 2006, and 7 7/8% Series A Senior Notes Due 2009 (collectively, the "Old
Senior Notes") upon the terms and subject to the conditions set forth in the
Prospectus, dated January 27, 1999, and the related Letter of Transmittal.
Enclosed herewith are copies of the following documents:
1. Prospectus dated January 27, 1999;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder from Beneficial Owner; and
5. Letter which may be sent to your clients for whose account you
hold Old Senior Notes in your name or in the name of your
nominee, to accompany the instruction form referred to above, for
obtaining such client's instruction with regard to the Exchange
Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 26,
1999, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum amount of Old
Senior Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Senior Notes
will represent to the Company that (i) the New Senior Notes acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of business of the
person receiving such New Senior Notes, whether or not such person is such
holder, (ii) neither the holder of the Old Senior Notes nor any such other
person is participating in, intends to participate in or has an arrangement or
understanding with any person to participate in, the distribution of such New
Senior Notes, (iii) if the holder is not a broker-dealer, or is a broker-dealer
but will not receive New Senior Notes for its own account in
<PAGE> 2
exchange for Old Senior Notes, neither the holder nor any such other person is
engaged in or intends to participate in a distribution of the New Senior Notes
and (iv) neither the holder nor any such other person is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act. If the
tendering holder is a broker-dealer (whether or not it is also an "affiliate" of
the Company within the meaning of Rule 405 under the Securities Act) that will
receive New Senior Notes for its own account in exchange for Old Senior Notes,
you will represent on behalf of such broker-dealer that the Old Senior Notes to
be exchanged for the New Senior Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on behalf
of such broker-dealer that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New Senior Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Senior Notes, the undersigned is not deemed to admit that it is an "underwriter"
within the meaning of the Securities Act.
The enclosed Instruction to Registered Holder from Beneficial Owner
contains an authorization by the beneficial owners of the Old Senior Notes for
you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer
or to any other persons (other than the Exchange Agent for the Exchange Offer)
in connection with the solicitation of tenders of Old Senior Notes pursuant to
the Exchange Offer. The Company will pay or cause to be paid any transfer taxes
payable on the transfer of Old Senior Notes to it, except as otherwise provided
in Instruction 4 of the enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from the
undersigned.
Very truly yours,
U.S. BANK TRUST NATIONAL ASSOCIATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF THE COMPANY, OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT
ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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<PAGE> 1
Exhibit 99.5
OFFER TO EXCHANGE
ALL OUTSTANDING 7 3/8% SERIES A SENIOR NOTES DUE 2004
IN EXCHANGE FOR
7 3/8% SERIES B SENIOR NOTES DUE 2004
ALL OUTSTANDING 7 5/8% SERIES A SENIOR NOTES DUE 2006
IN EXCHANGE FOR
7 5/8% SERIES B SENIOR NOTES DUE 2006
ALL OUTSTANDING 7 7/8% SERIES A SENIOR NOTES DUE 2009
IN EXCHANGE FOR
7 7/8% SERIES B SENIOR NOTES DUE 2009
OF
ALLIED WASTE NORTH AMERICA, INC.
To Our Clients:
We are enclosing a Prospectus, dated January 27, 1999 of Allied Waste North
America, Inc. (the "Company"), and a related Letter of Transmittal and (which
together constitute the "Exchange Offer") relating to the offer by the Company,
to exchange its 7 3/8% Series B Senior Notes Due 2004, 7 5/8% Series B Senior
Notes Due 2006, and 7 7/8% Series B Senior Notes Due 2009 (collectively, the
"New Senior Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for a like principal amount of its
issued and outstanding 7 3/8% Series A Senior Notes Due 2004, 7 5/8% Series A
Senior Notes Due 2006, and 7 7/8% Series A Senior Notes Due 2009 (collectively,
the "Old Senior Notes") upon the terms and subject to the conditions set forth
in the Exchange Offer.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON FEBRUARY 26, 1999 UNLESS EXTENDED.
THE EXCHANGE OFFER IS NOT CONDITIONED UPON ANY MINIMUM AMOUNT OF OLD SENIOR
NOTES BEING TENDERED.
We are the holder of record of Old Senior Notes held by us for your account.
A tender of such Old Senior Notes can be made only by us as the record holder
and pursuant to your instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender Old Senior Notes
held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Old Notes held by us for your account pursuant to the terms and conditions of
the Exchange Offer. We also request that you confirm that we may on your behalf
make the representations contained in the Letter of Transmittal.
Pursuant to the Letter of Transmittal, each holder of Old Senior Notes will
represent to the Company that (i) the New Senior Notes acquired in the Exchange
Offer are being obtained in the ordinary course of business of the person
receiving such New Senior Notes, whether or not such person is such holder, (ii)
neither the holder of the Old Senior Notes nor any such other person is
participating in, intends to participate in or has an arrangement or
understanding with any person to participate in, the distribution of such New
Senior Notes, (iii) if the holder is not a broker-dealer or is a broker-dealer
but will not receive New Senior Notes for its own account in exchange for Old
<PAGE> 2
Senior Notes, neither the holder nor any such other person is engaged in or
intends to participate in a distribution of the New Senior Notes and (iv)
neither the holder nor any such other person is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act. If the tendering holder
is a broker-dealer (whether or not it is also an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act) that will receive New
Senior Notes for its own account in exchange for Old Senior Notes, we will
represent on behalf of such broker-dealer that the Old Senior Notes to be
exchanged for the New Senior Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledge on behalf
of such broker-dealer that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New Senior Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Senior Notes, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
Very truly yours,
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